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Agenda Packet City Council - 10/13/2020
City Council City of Corpus Christi Meeting Agenda - Final-revised 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, October 13, 2020 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.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. F.COUNCIL MEMBER RESIGNATION: (ITEM 1) 1.20-1273 Motion to accept the resignation of At-Large Council Member Rudy D. Page 1 City of Corpus Christi Printed on 10/12/2020 October 13, 2020City Council Meeting Agenda - Final-revised Garza, Jr. effective October 13, 2020. G.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.GOVERNMENT ACTIONS RELATED TO CORONA VIRUS H.MINUTES: (ITEM 2) 2.20-1234 Regular Meeting of September 29, 2020 I.BOARD & COMMITTEE APPOINTMENTS: (ITEMS 3 - 5) 3.20-1259 Resolution waiving City Council Policies 10.2.1(C) and 10.2.1(K) to allow for the appointment of members of the Board of Directors of the Tax Increment Reinvestment Zone Number Five, City of Corpus Christi, Texas. 4.20-1235 Appointment of Members to the Tax Increment Reinvestment Zone Number Five Board (5 vacancies) 5.20-1260 Resolution authorizing execution of two Interlocal Cooperation Agreements, one with Nueces County and one with Del Mar College, for participation in the Tax Increment Reinvestment Zone Number Five. (Requires 2/3 vote) Sponsors:Finance & Business Analysis J.EXPLANATION OF COUNCIL ACTION: K.CONSENT AGENDA: (ITEMS 6 - 14) Consent - Second Reading Ordinances 6.20-1169 Ordinance to adopt the City of Corpus Christi Water Conservation Plan revised 2020 edition and revising City Code of Ordinances Section 55-150 (a) regarding adoption of revised plan with the addition of an explanation of the Model Industrial Water Conservation Plan and other adjustments updating information. Sponsors:Water Utilities Department Consent - Contracts and Procurement 7.20-1126 Motion authorizing the purchase of equipment and two-year service agreement with FarrWest Environmental Supply, Inc., Schertz, Texas, for a total amount not to exceed $126,371.00, for one Hazmat Detection Portable Device and Onsite Training services for the Corpus Christi Fire Department with FY 2021 funding available from the Fire Grants Fund. (Requires 2/3 vote) Page 2 City of Corpus Christi Printed on 10/12/2020 October 13, 2020City Council Meeting Agenda - Final-revised Sponsors:Fire Department and Contracts and Procurement 8.20-1170 Motion authorizing a three-year service agreement with Southern Tire Mart, LLC, of Columbia, Mississippi, in an amount not to exceed $299,693 .10, for tire repair and replacement , and wheel alignment services for fire trucks, ambulances, and other emergency response vehicles for the Corpus Christi Fire Department, with FY 2021 funding available from the General Fund. (Requires 2/3 vote) Sponsors:Fire Department and Contracts and Procurement 9.20-0979 Motion authorizing a three-year service agreement with CaptionSource, LLC of Boerne, Texas, for a total amount not to exceed $64,350.00 to provide closed captioning services for City Council meetings and press conferences for citywide emergency situations for the Communication Department, with funding in an amount not to exceed $21,450.00 available in the FY 2021 General Fund. (Requires 2/3 vote) Sponsors:Communications & Intergovernmental Affairs and Contracts and Procurement 10.20-1161 Motion authorizing a three-year supply agreement with Custom-Crete, LLC, dba Mobile-Crete from Euless, Texas, in an amount not to exceed $780,600.00 for the purchase of concrete mix for curb and gutter repairs for the Public Works Department Curb & Gutter Replacement Program, with FY 2021 funding available from the Storm Water Fund. (Requires 2/3 vote) Sponsors:Public Works/Street Department and Contracts and Procurement 11.20-1173 Motion authorizing the lease-purchase of 11 replacement trucks consisting of nine F-550 extended cab with welding body, one F-550 crew cab with canopy service body and one F-450 crew cab with bi-fuel CNG and a canopy body for the Gas Department from Silsbee Ford, Inc., in an amount of $756,314.00, for Gas Operations, with FY 2021 funding available in an amount of $75,631.40 in the Gas Fund. (Requires 2/3 vote) Sponsors:Gas Department and Contracts and Procurement Consent - Capital Projects 12.20-0941 Motion awarding a construction contract to Grace Paving & Construction, Inc., of Corpus Christi, Texas for the reconstruction of Strasbourg Drive from Riom Street to Grenoble Drive, located in Council District 5, with new asphalt pavement and minor utility improvements for an amount of $771,644.25 with funding available from Street Bond 2018 Program and FY 2021 Storm Water, Water, and Wastewater Funds. (Requires 2/3 vote) Sponsors:Engineering Services, Public Works/Street Department and Contracts and Procurement 13.20-0967 Motion authorizing a professional service agreement with Bath Page 3 City of Corpus Christi Printed on 10/12/2020 October 13, 2020City Council Meeting Agenda - Final-revised Engineering Corporation of Corpus Christi, Texas for site analysis and investigation and to provide design, bid and construction administration phase services for lighting improvements in the Downtown area in an amount of $58,393.00, located in City Council District 1, with funding available from the Bond 2018 Street Fund. (Requires 2/3 vote) Sponsors:Engineering Services, Public Works/Street Department and Contracts and Procurement General Consent Items 14.20-1174 Resolution authorizing a radio tower license agreement with American Towers, LLC, for public safety communications with a 14-year term and three five-year optional renewals at an annual cost of $76,080.00 plus a share of pro rata site expenses, a payment escalator of 3% annually, and a one-time co-location fee of $3,000.00. (Requires 2/3 vote) Sponsors:Information Technology Services L.RECESS FOR LUNCH M.PUBLIC HEARINGS: (ITEMS 15 - 16) 15.20-1222 Zoning Case No. 0820-02, JAR Development (District 5). Ordinance rezoning property at or near 7872 Yorktown Boulevard from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District. (Planning Commission and Staff recommend Approval) (Requires 2/3 vote) Sponsors:Development Services 16.20-1168 Ordinance authorizing Wastewater Collection Line Construction Reimbursement Agreement with Grangefield Development, LLC for a planned residential subdivision named Grange Park Unit 3 with completion within 18 months; transferring $140,000 from the Water Arterial Transmission and Grid Main Trust Fund to the Sanitary Sewer Collection Line Trust Fund; and appropriating $160,164.94 from the Sanitary Sewer Collection Line Trust Fund, to reimburse the developer per the agreement. (District 5) (Requires 2/3 vote) Sponsors:Development Services N.REGULAR AGENDA: (NONE) O.FIRST READING ORDINANCES: (ITEMS 17 - 20) 17.20-1162 Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY 2021 Click It or Ticket Program for the Police Department in an amount of $15,000.00 with a City cash match of $4,266.85 for overtime and fringe benefits with funding available from the General Fund; and appropriating $15,000.00 in the Police Grants Page 4 City of Corpus Christi Printed on 10/12/2020 October 13, 2020City Council Meeting Agenda - Final-revised Fund. (Requires 2/3 vote) Sponsors:Police Department 18.20-1106 Ordinance authorizing a three-year service agreement for wrecker services for City-owned heavy vehicles and equipment with, DRR & RS Inc., dba Apollo Towing Service, which is determined to be the lowest responsible bidder, for an amount not to exceed $165,000.00, to be used for towing services, effective upon issuance of notice to proceed, with funding available in the FY 2021 Fleet Maintenance Fund. (Requires 2/3 vote) Sponsors:Asset Management Department and Contracts and Procurement 19.20-1153 Ordinance amending the Wastewater Collection System Master Plan for the Greenwood Wastewater Treatment Plant, Service Area 5, to phase construction of an 8" force main from a proposed West Point Lift Station; and amending the Comprehensive Plan. Sponsors:Planning & Environmental Services 20.20-1230 Ordinance authorizing the issuance of Utility System Junior Lien Revenue Improvement Bonds, New Series 2020C in an amount not to exceed $11,425,000; providing for payment and security, by a junior and inferior lien on and pledge of the net revenues of the City’s utility system; stipulating terms and conditions for additional revenue bonds; and complying with Texas Water Development Board regulations; for a potential future seawater desalination plant . (Requires 2/3 vote) Sponsors:Finance & Business Analysis P.BRIEFINGS: (NONE) Q.EXECUTIVE SESSION: (ITEM 21) 21.20-1241 Executive Session pursuant to Section Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to 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. R.IDENTIFY COUNCIL FUTURE AGENDA ITEMS S.ADJOURNMENT Page 5 City of Corpus Christi Printed on 10/12/2020 DATE: October 9, 2020 TO: Mayor and Council FROM: Rebecca Huerta, City Secretary RebeccaH@cctexas.com (361) 826-3105 CAPTION: Motion to accept the resignation of At-Large Council Member Rudy D. Garza, Jr. SUMMARY: On September 29, 2020, the Del Mar College Board of Regents appointed At-Large Council Member Rudy Garza to fill a vacancy due to the passing of longtime regent Gabriel Rivas. Council Member Garza submitted his resignation letter on October 7, 2020. Per Section 201.023 of the Election Code, if an officer submits a resignation, whether to be effective immediately or at a future date, a vacancy occurs on the date the resignation is accepted by the appropriate authority or on the eighth day after the date of its receipt by the authority, whichever is earlier. Consequently, when the Council accepts Mr. Garza’s resignation today, the vacancy occurs. ALTERNATIVES: Per Sec. 201.001 of the Election Code, the authority may not refuse to accept a resignation. FISCAL IMPACT: None Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: SUPPORTING DOCUMENTS: Resignation letter Motion to accept the resignation of At-Large Council Member Rudy D. Garza, Jr. effective October 13, 2020 AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 9:00 AM Council ChambersTuesday, September 29, 2020 Addendums may be added on Friday. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 9:04 a.m. Invocation to be given by Mayor Joe McComb.B. Mayor McComb gave the invocation Pledge of Allegiance to the Flag of the United States and to the Texas Flag.C. Mayor McComb led the Pledge of Allegiance to the flag of the United States and the Texas Flag. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.D. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. Note: Council Members Roland Barrera, Gil Hernandez and Rudy Garza participated by video conference. Council Member Michael Hunter participated telephonically. Council Member Garza arrived at 9:55 a.m. Mayor Joe McComb,Council Member Roland Barrera,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Ben Molina,Council Member Everett Roy, and Council Member Greg Smith Present:9 - Page 1City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes 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. E. Mayor McComb referred to comments from the public. Nueces County Judge Barbara Canales spoke in support of Item 23. The following citizens submitted written public comments which are attached to the Minutes: Lucy Garza, 3024 Quail Springs Rd.; Randal Hill, 421 Coral Pl.; and Donna Byrom. BRIEFINGS: (ITEM 1)F. 1.Staff and companies presentation on Supplemental Information of Alternative Water Supplies as follow-up to the City's August 2018 Request for Information. Mayor McComb referred to Item 1. City Manager Peter Zanoni gave a brief update on the following information that will be presented: water supply source; where it comes from; length of term; volume of water to be provided; cost estimates; type to be delivered; turnaround time; and other considerations. Director of Water Utilities Kevin Norton presented information on the following topics: Port of Corpus Christi update; supplemental information requested; Page 2City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes respondents; Evangeline/Laguna, LP; Dimmit Utility WSC; Veolia; Poseidon-Suez; Poseidon Water; Seven Seas Water; Corpus Christi Polymers; Corpus Christi Civic Leadership Group, LLC; IDE Technology Kiewit; Consolidated Water; and respondent presentations. Hamlet Newsom with Evangeline/Laguna, LP presented information on the following topics: Evangeline/Laguna, LP; Evangeline project synopsis; cost comparison; and final comments. Council Members, Director Norton, Water Resource Manager Esteban Ramos and Mr. Newsom discussed the following topics: the guaranteed price is $2.99 for potable water; this is a take or pay contract; this company owns the water rights; the maximum capacity for the pipeline is 79 million gallons per day; the practical capacity is between 25 to 30 million gallons per day; a single pipeline would be built; no environmental impacts currently; the Vista Ridge pipeline in San Antonio is 50,000 acre feet; the actual cost of the pipeline and the equipment is $750 million; and at the end of the 30 years the City of San Antonio will receive ownership of the pipeline. Manager of Dimmit Utility, WSC Ruben Saenz presented information on the following topics: drinkable water for 100 years; what is ground water; how can a City get more water; where does the water come from; who can have access to the water; who owns the water; how can water reach the City; who manages the water; who is paying for the pipeline; who is Dimmit Utility; how long will the pipeline take to build; what does the City pay; how will the City make money; how may gallons of water can the City have per day; how to certify 50 million gallons of water per day; who are the engineers/hydrologists; which route will the pipeline take; what Texas cities could be included in the pipeline; what will the pipeline look like; how is the pipeline transported; how is the pipeline lifted into place; how is the pipeline made; how is the pipeline connected to deliver the water; lucid energy pumps allow reversal water flow and generate electricity; what would be the economic impact to the City; what is a financial estimate of impact to City; Carrizo-Wilcox Acquifer Recharge in Dimmit County: 2nd best in Texas; safe water that complies with TCEQ and EPA requirements; and resources. Council Members, Director Norton, Mr. Saenz, and President/Owner of South Texas Water Sharing Pipeline Project, LLC Howard Ivy discussed the following topics: the water rights are secured by three industrial landowners; the landowners own unlimited pumping grandfather water rights; this would cost the City $40 million a year; the delivery cost includes the cost of the pipeline and permitting; this company is offering chlorinated water; it costs $1.00 per 1,000 gallons to treat the water; and the cost for treated water out of ON Stevens would be $2.25 per 1,000 gallons. Josh Berezowsky with Veolia presented information on the following topics: Veolia reuse in Texas; Honolulu, HI-similar project; Honolulu industrial reuse facility-built and operated by Veolia; Veolia industrial reuse and conservation expertise; and summary. Council Members, Director Norton, Manager Ramos, and Mr. Berezowsky discussed the following topics: Honolulu, Hawaii is producing 12.5 million gallons per day of reuse water; the treatment plant in Honolulu, HI was a 15 mile pipeline; the City gets a credit for the total discharges back into the Bay; Page 3City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes this would be considered a drought resistant water supply; the drought contingency plan focuses on the reservoir, but it could be modified; other cities who use this water supply include Freeport, TX, Big Spring, TX and Tampa Bay, FL; and the reuse is a combination of potable water and industrial water. Carlos Rubinstein with Poseidon Water presented information on the following topics: Brookfield; what is a P3; when does a P3 make sense; how would it work; development agreement; water purchase agreement; benefits of a P3 approach; construction risk management; operations risk management; P3 success/Carlsbad desalination plant; and award winning approach. Council Members, Mr. Rubinstein, and Assistant Project Manager with Poseidon James Golden discussed the following topics: the approximate discharge plan would be in the Ingleside area of the Bay; the City will reach a point where it will issue an RFI; the City is pursuing its own permits; the cost that the City is incurring right now could be done by a private developer; the rate payer will pay the costs whether the City or developer incurs the expense; chemicals required to treat the water will vary in cost; the fixed costs of having built the plant and maintenance are key components of the P3; and if it is publicly financed, the City will be burdened with debt service. Richard Whiting with Seven Seas Water Corporation presented information on the following topics: water as a service; benefits to our customers; group overview; a Morgan Stanley Infrastructure Partners portfolio company; recap of City progress to date; Seven Seas progress to date: Harbor Island; pricing; pricing and scope; benefits to the City; and summary. Council Members, Director Norton, Mr. Whiting, Mr. Williams and Port of Corpus Christi Director of Environmental Planning and Compliance Sarah Garza discussed the following topics: the cost of the water to the City of Corpus Christi would be for potable water; there are more environmental concerns in the Inner Harbor and La Quinta than there are at Harbor Island; the Port has offered the permit to the City; an intake permit is required; the Ed Rachal Foundation is comfortable with giving the property to the City; additional pipelines would need to be built; the Port has allowed for power to the pipeline; there are separate municipal and industrial systems on how the water would be transferred; a Council Member's concern that Harbor Island is vulnerable to storms; the Port is getting permits from a third party; the Port of Corpus Christi is pursuing the permit at Harbor Island; the City indicated to the Port that they did not want Harbor Island; the Port has represented that they are getting the permit application to provide water to the City of Corpus Christi; the Port continues to meet with City staff to work out a regional solution to water supply; the Port is working on getting power needs for Harbor Island; the main concern is the environmental impact to the redfish population; a Council Member's concern of duplicating efforts between the Port and the City; the City is the leader for water in this region; there is zero impact on rates for the $11.4 million; the discharge permits were submitted in February 2020; the City is complying with TCEQ; the contingency is incorporated into the rates that the City is looking at; and a Council Member's opposition to the Harbor Island site since it does not have an intake in the Gulf of Mexico. Paul Murdoch with Corpus Christi Polymers presented information on the following topics: CCP permits; CCP's current and future desalination plants; operations concept 5 year plan; Option A Industrial Water; and Option B Page 4City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes Potable Water. There were no comments or questions from the Council. Paul Choules with Corpus Christi Civic Leadership Group recognized the passing of Jerry Kane, who was an advocate for desalination and loved the City of Corpus Christi. Paul Choules with Corpus Christi Civic Leadership Group presented information on the following topics: the Leadership Group's objective; desalination costs; desalination economics; Aquatech-The American Desalination Company; Corpus Christi Desal-key considerations; economics and assumptions; and a long-term partner for the City of Corpus Christi. Council Members, Mr. Choules and Director Norton discussed the following topics: the average cost across the industry is 20 million gallons per day; this company will provide the financing; adding another 4 million gallons per day adds another $10 to $20 million; the cost difference with CC Polymers comes from multiple sites; and the City's requirement is 20 million gallons per day. Mark Ellison with IDE and Kiewit presented information on the following topics: IDE-Kiewit team overview; Kiewit-local presence; project financial and delivery structures; and case study-Carlsbad, CA Claude "Bud" Lewis desalination plant. Council Members, Mr. Ellison and Marlea Tichy discussed the following topics: Swift Financing and P3 offer a low cost interest rate; the importance of using the same assumptions for power and interest rates; the project location is based on the existing permit application; the estimated capital amount is $175 range; the City can decide what amount they want to start at in terms of million gallons per day; the size of the modules depend on the City's specifics of design; this company designs a 24 million gallon per day plant to achieve a 20 million gallon per day (MGD) plant; and the City needs to decide the maximum size they need. John Tonner with Consolidated Water Co. Ltd. presented information on the following topics: response to City of Corpus Christi RFI; synopsis of project; maximum or minimum proposed quantity; maximum ship channel quantity-30 MGD; maximum La Quinta channel quantity-40 MGD; availability and turnaround time; restrictions on sale or delivery; water rights and/or restrictions; proposed contractual obligations or limitations, i.e., minimum term; processes involved to achieve water quality; cost analysis-contract term; cost analysis-interest rate; cost analysis-energy cost; cost analysis and risk mitigation; consolidated water co. ltd.; aerex; liberty utilities; burec/aqua resources study; and our team. Council Members, Director Norton and Mr. Tonner discussed the following topics: the mode of operation may be slightly different between the Inner Harbor channel and the La Quinta channel; this company prefers to have more flexibility in designing to improve life cycle and efficiency; and this company is more focused on equipment specifications. Council Members, City Manager Peter Zanoni and Director of Water Utilities Kevin Norton discussed the following topics: six out of the ten companies are desalination options; the City's cost estimates are close in price with these Page 5City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes proposals; thanked staff and companies for these presentations; a Council Member's request to see groundwater companies' rates; and a Council Member's request for a Request for Proposal (RFP) for alternative water sources to obtain additional cost estimates. Council Member Hernandez made a motion of direction for City staff to issue an RFP from companies outside the design-build-operate model and that are alternative water supplies, specifically for groundwater, P3 and wastewater reuse, seconded by Council Member Garza. Council Members and City Attorney Miles Risley discussed the following topics: the decision has not been made yet to build a plant; the City has not borrowed the money yet; there are two different tracks being presented, design-build-operate or groundwater, water reuse, and P3 options; Council has not agreed to expand supply; there is not a formal legal description of an RFP and an RFI; an RFP is a legal procedure to obtain proposals; and the Council has not determined what the RFP is. Council Members and Water Resource Manager Esteban Ramos discussed the following topics: the time frame for the City to make a decision is about 2023-2024; the City would need about 20 million gallons per day; the $220 million is not the accurate amount that the City will spend; the City has contracts with Exxon and Steel Dynamics; the desalination plant time frame is 2026; the amount can go over or under the $200 million; water conservation is not a short term water supply solution; and when demand reaches 75% of supply, the City can consume 33% more water. The motion of direction failed with the following vote: Aye:Council Member Garza, Council Member Guajardo and Council Member Hernandez 3 - Nay:Mayor McComb, Council Member Barrera, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 6 - Abstained:0 CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:G. Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni reported on the following topics: 1) Status update regarding the 4 upcoming desalination town hall meetings. 2) Fire prevention week. 3) Coastal Bend Heart Walk on Saturday. Council Members and City Manager Peter Zanoni discussed the following topics: a Council Member's request to preview the layout of the town hall meetings prior to the meetings; and City staff is currently working on providing the Council a layout of the town hall meetings in a memo. GOVERNMENT ACTIONS RELATED TO CORONA VIRUSa. Director of Public Health District Annette Rodriguez presented an update on COVID-19: COVID-19 total cases timeline; Nueces County daily COVID-19 cases; COVID-19 cases by age group in Nueces County; Nueces County average age of deaths by zip code; school districts positive COVID-19 cases; Nueces County Page 6City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes school districts; cases by zip code; multi system inflammatory syndrome in children-(MIS-C) related to COVID-19; and rethink Halloween-Do's and Don'ts. MINUTES:H. 2.Regular Meeting of September 22, 2020 A motion was made by Council Member Guajardo, seconded by Council Member Roy that the Minutes be approved. The motion carried by a unanimous vote. BOARD & COMMITTEE APPOINTMENTS:I. 3.Corpus Christi Convention & Visitors Bureau (9 vacancies) Mayor McComb referred to Item 3. Corpus Christi Convention & Visitors Bureau Council Member Molina made a motion to reappoint Ed Cantu (At-Large), Daniel Suckley (At-Large) and Sam Canavati (At-Large), and to appoint Alex Harris (At-Large), John Longoria (At-Large), Richard Lomax (Restaurant), Jennifer Vela (Attraction), Mitchell Kalogridis (Attraction) and Blanche Candelaria-Morris (Lodging), seconded by Council Member Guajardo and passed unanimously. EXPLANATION OF COUNCIL ACTION:J. CONSENT AGENDA: (ITEMS 4 - 23)K. 4.One-reading ordinance authorizing Amendment No. 1 to CP&Y, Inc. to provide professional design services for the implementation of the Holly and Rand Morgan Elevated Storage Tanks Implementation Project in an amount of $383,397 for a total contract value not to exceed $432,935 and amending the FY 2020 Capital Improvement Program Budget to include the Holly and Rand Morgan Elevated Storage Tanks Implementation Project, located in City Council Districts 1 and 5, with funding available from FY 2020 Water Capital Improvement Program Budget. Mayor McComb referred to Item 4. Assistant Director of Water Quality and Treatment Gabriel Ramirez presented information on the following topics: action plan for Holly and Rand Morgan; solution to bringing tanks online; and importance of an ongoing pipe replacement plan. Council Members and Director Ramirez discussed the following topics: the design pressure is 150 PSI; if the tanks are online as currently designed the pressure will be increased to 20 PSI; pipes lose their pressure as they age; District 2 has a lot of aged infrastructure; and the construction should be complete by Fall of 2022. Page 7City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes This Ordinance was passed on emergency and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Enactment No: 032221 FIRST READING ORDINANCES: (ITEM 24)O. 24.Ordinance to adopt the City of Corpus Christi Water Conservation Plan revised 2020 edition and revising City Code of Ordinances Section 55-150 (a) regarding adoption of revised plan with the addition of an explanation of the Model Industrial Water Conservation Plan and other adjustments updating information. Mayor McComb deviated from the agenda and referred to Item 24. Water Resource Manager for Water Utilities Esteban Ramos presented information on the following topics: purpose of water conservation; conservation trends; our responsibility; and revision details. Council Members, City Manager Peter Zanoni, Manager Ramos, Assistant Director of Utilities Infrastructure Wesley Nebgen and Compliance Superintendent with Water Utilities Maria Corona discussed the following topics: the Plumbers People Program will be included in the plan for conservative water users; the 7 billion gallons is treated water; the real losses make up about 551 million gallons; the meter accuracy is 96%; approximately 1.25 million gallons a year in water loss is due to leakage and main breaks; the City tests about 1% of meters a year for accuracy; the need for a more comprehensive pipe replacement program throughout the City to address the older infrastructure; the City prioritizes the list of replacements; the City is not actively seeking grants for these repairs, but will look into it; most of the funding for the infrastructure is coming from the SWIFT loans; the City is looking into a contract with LAN for the large diameter lines; the percentage of water loss has decreased; if the meter read shows no consumption on the bill that does not necessarily mean that the meter is broken; the City has to estimate how much water is lost during a main break; a Council Member's request to look into how other cities are handling meter readings; the issue regarding the outstanding debt with Kings Crossing Country Club; the residential meter readers are about 99% accurate; and the water loss is calculated with an assigned percentage of meter accuracy. Council Member Guajardo made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Page 8City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes Consent - Second Reading Ordinances Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. Council members requested that Items 10, 19 and 22 be pulled for individual consideration. There were no comments from the Council. A motion was made by Council Member Smith, seconded by Council Member Molina to approve the Consent Agenda with the exception of Items 10, 19 and 22. The motion carried by the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 5.Zoning Case No. 0820-01, High Tide Partnership, Ltd. (District 4). Ordinance rezoning property at or near 10582 State Highway 361 from the “FR” Farm Rural District to the “CR-2” Resort Commercial District. Planning Commission and Staff Recommend approval. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032222 6.Ordinance authorizing acceptance of a grant from the Executive Office of the President, Office of National Drug Control Policy in an amount of $144,621.00, for the FY2019 High Intensity Drug Trafficking Area Initiative to fund salary and benefits for one civilian employee and overtime for four sworn officers; and appropriating $144,621.00 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032223 7.Ordinance authorizing acceptance of a grant from the Executive Office of the President, Office of National Drug Control Policy, in an amount of $89,480.00 for the FY2020 High Intensity Drug Trafficking Area Initiative to fund overtime for four sworn officers; and appropriating $89,480.00 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032224 8.Ordinance amending Section 2 of Ordinance No. 031962 to revise an appropriation of funds in the amount of $22,892.91 from the General Fund to the Police Grants Fund. Page 9City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes This Ordinance was passed on second reading on the consent agenda. Enactment No: 032225 9.Ordinance authorizing the City Manager to execute an amendment of the lease with Tailwind CRP, LLC, to provide space for the operation of a news and gift concession at Corpus Christi International Airport in exchange for payment of a percentage of gross revenues or a minimum annual guarantee, whichever is greater; extending the lease expiration date to August 14, 2022; and providing for severance. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032226 10.Ordinance authorizing an amendment to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement with MPM Development, LP to extend a Grid Main Line between CR-33 and FM-43; and appropriating $20,562.52 from the Water Arterial Transmission and Grid Main Trust Fund to reimburse developer. (District 3) Mayor McComb referred to Item 10. There were no comments from the Council. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on second reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 8 - Abstained:Council Member Roy1 - Enactment No: 032227 11.Ordinance authorizing acceptance of a grant totaling $919,500 from the Office of the Governor from the Texas Military Preparedness Commission’s Defense Economic Adjustment Assistance Grant (DEAAG) to complete the Corpus Christi Army Depot Flight Line Security Enhancement Project, authorizing the execution of the grant agreement, and providing $92,000 as an in-kind contribution for grant administration services. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032228 12.Ordinance accepting and appropriating $7,268,376.00 from the Coronavirus Relief Fund, established by the CARES Act and provided through the State of Texas, for prevention, preparation for, and response to the COVID-19 pandemic. Page 10City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes This Ordinance was passed on second reading on the consent agenda. Enactment No: 032229 Consent - Contracts and Procurement 13.Motion authorizing a two-year service agreement with CAP Fleet Upfitters, LLC, Houston, TX, for a total amount not to exceed $145,274.78 to install retrofitting kits for the secure fit of various equipment in 14 new Ford Utility Vehicles and two Ford F-150s for the Corpus Christi Police Department, with FY 2020 funding available from the Fleet Maintenance Service Fund. This Motion was passed on the consent agenda. Enactment No: M2020-199 14.Motion authorizing a two-year service agreement with three one-year options to MPACT Strategic Consulting LLC of Houston, TX, in amount up to $100,000.00 for each year and a total amount not to exceed $500,000.00 including the renewal options for professional services with assistance in disaster recovery and emergency response grant services to be used on an as needed basis, with funding dependent on grant awards. This Motion was passed on the consent agenda. Enactment No: M2020-200 15.Motion authorizing the purchase of 10 replacement Ford trucks from Silsbee Ford, Silsbee, TX, for a total amount of $355,415.00 to be used by the Parks and Recreation Department in support of park operations, beach lifeguard/first response, Gulf Beach maintenance and park enforcement, beach operations, park construction and Tourist District facility maintenance, with FY 2020 funding available from the General Fund and State Hotel Occupancy Tax Beach Fund. This Motion was passed on the consent agenda. Enactment No: M2020-201 16.Motion authorizing Amendment No. 1 to the FY 2020 Service Agreement with stHealth Benefit Solutions, LLC, dba Stealth Partner Group, Dallas TX, in an amount not to exceed $58,000.00, increasing the total contract amount from $2,500,000.00 to $2,558,000.00, due to an unanticipated increase in number of employees in the self-funded stop loss insurance program, with FY 2020 funding available from the Employee Health Citicare Fund. This Motion was passed on the consent agenda. Page 11City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes Enactment No: M2020-202 17.Motion authorizing Amendment No. 1 to the Service Agreement for the Purchase of Phase 2 Radios for Public Safety with Dailey and Wells Communications, Inc. for a total not to exceed of $4,157,814.20 increasing the service agreement value to a total not to exceed of $7,724,846.40 for Harris Public Safety communication radios, with an effective date on or after October 1, 2020 with funding in an amount of $1,395,563.07 requested in the FY 2021 Adopted Budget through the Information Technology Fund. This Motion was passed on the consent agenda. Enactment No: M2020-203 Consent - Capital Projects 18.Motion awarding a three year Master Services Agreement for professional engineering design services to Binkley & Barfield, Inc., Corpus Christi, Texas for the design of a New Gas Transmission Main extending service to Annaville and Calallen in an amount up to $300,000 with two one-year renewal options to be administratively authorized for up to $100,000 per year for a total amount not to exceed $500,000, located in Council District 1, with funding available from the Gas Capital Reserve fund. This Motion was passed on the consent agenda. Enactment No: M2020-204 19.Motion awarding a Master Services Agreement for General Civil Engineering Projects to Freese and Nichols, Inc. and Hanson Professional Services, Inc. both from Corpus Christi, Texas, in an amount up to $500,000 for a two-year term with each firm, with projects located Citywide, with FY 2021 funding available from the Utility Capital Program and Bond Program. Mayor McComb referred to Item 19. A Council Member, Director of Engineering Services Jeff Edmonds, Director of Contracts and Procurement Kim Baker and City Manager Peter Zanoni discussed the following topics: why the online individual category scores are blank on the evaluation matrix; Freese and Nichols does very good work and is one of the preferred providers; the scores are based on the qualifications listed on the matrix sheet; a Council Member's request to meet with Clarissa Johnson to go over the individual scores; staff provides debriefs to the engineering firms; and clarification that the Council Member will meet with Kim Baker and not Clarissa Johnson. Council Member Roy made a motion to approve the motion, seconded by Council Member Guajardo. This Motion was passed and approved with the Page 12City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Enactment No: M2020-205 General Consent Items 20.Resolution authorizing an interlocal cooperation agreement with Texas A & M University-Corpus Christi (TAMUCC) in the amount not to exceed $150,499.58 for air quality monitoring service through December 31, 2021, effective upon issuance of a notice to proceed, with funding available in the No. 1071 Community Enrichment Grant fund. This Resolution was passed on the consent agenda. Enactment No: 032230 21.Resolution authorizing an amendment to the Participation Agreement with MPM Development, LP to construct two C-3 collector streets associated with a planned residential subdivision known as Kings Landing; and appropriating $30,788.37 to reimburse developer. (District 3) This Resolution was passed on the consent agenda. Enactment No: 032231 22.Resolution opposing Texas Windstorm Insurance Association rate increase. Mayor McComb referred to Item 22. Director of Intergovernmental Relations Tammy Embrey presented the following information: TWIA is required to pass their rate filing at their August Board meeting; and TWIA has agreed to not raise rates. Council Members and Director Embrey discussed the following topics: a Council Member stated that TWIA has held several meetings; the Coastal Bend has an active windstorm task force; and the delegation is addressing the composition of the TWIA Board. Council Member Molina made a motion to approve the resolution, seconded by Council Member Guajardo. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Page 13City of Corpus Christi Printed on 10/7/2020 September 29, 2020City Council Meeting Minutes Enactment No: 032232 23.Resolution approving a transfer of allocation of $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 specifically for public messaging related to the prevention, preparation for, and response to the COVID-19 public health emergency. This Resolution was passed on the consent agenda. Enactment No: 032233 RECESS FOR LUNCHL. The recess for lunch was held from 1:03 p.m. to 1:57 p.m. PUBLIC HEARINGS: (NONE)M. REGULAR AGENDA: (NONE)N. EXECUTIVE SESSION: (NONE)P. IDENTIFY COUNCIL FUTURE AGENDA ITEMSQ. Mayor McComb referred to Identify Future Agenda Items. The following Item was discussed: Mayor McComb acknowledged Council Member Garza for being appointed by the Del Mar College (DMC) Board of Regents to fill the vacant District 1 seat. ADJOURNMENTR. This meeting was adjourned at 3:21 p.m. Page 14City of Corpus Christi Printed on 10/7/2020 DATE: October 6, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis Heatherh3@cctexas.com 361-826-3327 CAPTION: Resolution waiving City Council Policies 10.2.1(C) and 10.2.1(K) to allow for the appointment of members of the Board of Directors of the Tax Increment Reinvestment Zone Number Five, City of Corpus Christi, Texas. SUMMARY: Staff is requesting to waive City Council policy 10.2.1(K) which will allow for the appointment of the Board for the Tax Increment Reinvestment Zone Number Five (TIRZ #5) within 30 days of an election. In addition, staff is requesting that City Council policy 10.2.1(C) be waived to allow appointments to the board of applicants whose applications were not received 14 days prior to the appointment date. BACKGROUND AND FINDINGS: City Council policies: 10.2.1(C); which requires that any applications from perspective members of any City board be received by the City Secretary’s Office at least 14 days before the date of appointment 10.2.1(K); which prohibits the appointment of board members within 30 days of an election and extending until the seating of the new Council AL TERNATIVES: City Council could wait until after the election to make the TIRZ #5 board appointments, but this would delay the approval of the Project and Financing Plan and the Developer Agreement resulting in a delay in the project’s start. Authorization to waive City Council Policies to allow for the appointment of members of the Board of Directors of the Tax Increment Reinvestment Zone Number Five AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 FISCAL IMPACT: N/A Funding Detail: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff is recommending that City Council waive both City Council policies 10.2.1(C) and 10.2.1(K) to appoint the TIRZ #5 Board before the election so that the project can continue to move forward. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution waiving City Council Policies 10.2.1(C) and 10.2.1(K) to allow for the appointment of members of the Board of Directors of the Tax Increment Reinvestment Zone Number Five, City of Corpus Christi, Texas. WHEREAS, the City Council has adopted Council Policy 10.2.1(C), which requires that any applications from perspective member of any City board be received by the City Secretary’s Office at least 14 days before the date of appointment; WHEREAS, the City Council has adopted Council Policy 10.2.1(K), which prohibits the appointment of board members within 30 days of an election and extending until the seating of the new Council; WHERAS, on August 18, 2020, the City Council, by Ordinance No. 032183, designated a portion of the City as Tax Increment Reinvestment Zone Number Five, City of Corpus Christi, Texas (TIRZ #5), following the receipt of a petition from the owner of most of the land in the area (the “Developer”); WHEREAS, at the time that the TIRZ #5 was created, the City Council did not appoint the members of the Board of Directors (the “Board”) for the TIRZ #5; WHEREAS, in order to move forward with the development, the Developer has requested that the City Council appoint the Board and hold a TIRZ #5 meeting, so that the final project and financing plan can be approved by the Board and presented to City Council for approval; WHEREAS, delaying the appointment of the Board members until after the new City Council is seated would cause a significant delay in the project timeline and could result in the Developer moving on to a project in a different community instead; WHEREAS, the applications from some of the Developer’s representatives were not received until October 6 and 7, 2020, which is only six or seven days before the appointment date; and WHEREAS, the City Council believes that it is in the best interest of the City to appoint all of the Board members that the City Council is eligible to appoint before the election so that the project can continue to move forward. Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Council Policies 10.2.1(C) and 10.2.1(K) are hereby waived for purposes of appointing the TIRZ #5 Board. SECTION 2. That this waiver is limited to the appointments to the TIRZ #5 Board that occur between the passage of this resolution and the seating of the new Council following the election on November 3, 2020. No other exceptions to these policies are approved. 2 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 Duties Composition Member size Term Length Term limit 9 2 years N/A Name District Term Appt. date End date Appointing Authority Position Status Category Vacant 1 N/A 10/12/2022 City Council Vacant Landowner or Agent Vacant 1 N/A 10/12/2022 City Council Vacant Landowner or Agent Vacant 1 N/A 10/12/2022 City Council Vacant Landowner or Agent Vacant 1 N/A 10/12/2022 City Council Vacant Landowner or Agent Vacant 1 N/A 10/12/2022 City Council Vacant Landowner or Agent Barbara Canales 1 9/9/2020 10/12/2022 Nueces County Active Nueces County Vacant 1 N/A 10/12/2022 Del Mar College Vacant Del Mar College Vacant 1 N/A 10/12/2022 Todd Hunter Vacant State Representative or designee Vacant 1 N/A 10/12/2022 Juan "Chuy" Hinojosa Vacant State Senator or designee REINVESTMENT ZONE NO. 5 BOARD The Board shall consist of up to nine (9) members. The Board shall be appointed as follows: Pursuant to Section 311.009(a), Tax Code, the respective governing bodies of each taxing unit other than the City each may appoint one member of the Board if the taxing unit has approved the payment of all or part of the tax increment by the unit into the tax increment fund for the zone. These entities include: Del Mar College and Nueces County. Each governing body may waive its right to appoint a director and is deemed to have waived the right if it has not made the appointment within thirty days of receiving written notice of its right to appoint. The member of the state senate in whose district the zone is located is a member of the board, and the member of the state house of representatives in whose district the zone is located is a member of the board, except that either may designate another individual to serve in the member's place at the pleasure of the member. The remaining members of the Board are appointed by the City Council and consist of up to five landowners in the Zone or agent of the landowner in the Zone. All members appointed by the Board must meet eligibility requirements, as set forth in the Act: To be eligible for appointment an individual must be a at least 18 years of age or older. Terms of Board members, except for the members of the state senate and state house of representatives, are two years. Each year the governing body of the municipality shall appoint one member of the board to serve as chairman for a term of one year that begins on January 1 of the following year. The board of directors may elect a vice-chair to preside in the absence of the chairman. The Board shall make recommendations to the City Council concerning the administration of the Zone. The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the Zone and submit the plans to the City Council for its approval under Section 311.011, Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the Zone only to the extent expressly granted by the City Council by ordinance or resolution. Five (5) vacancies with terms to 10-12-22 representing the following categories: 5 - Landowner or Agent. (Staff is recommending the following appointments of: Council Member Roland Barrera (Agent), Nueces County Commissioner Joe A. Gonzalez (Agent), Planning Director Daniel McGinn (Agent), Finance Director Heather Hurlbert (Agent) and Roberto Santos Williams (Landowner). The governing body also appoints a chairman to serve for the remainder of 2020 and for a one-year term beginning January 1, 2021. 10-13-2020 Name District / Position Category *Coral D Carey District 4 Agent of the Landowner Joe A. Gonzalez Nueces County Commissioner Agent of the Landowner Jon Roel District 3 Agent of the Landowner Roberto Santos Williams Other / Non-Resident Land Owner REINVESTMENT ZONE NO. 5 Applicants *Ms. Carey disclosed a possible conflict of interest on her application. At this time, the Legal Department did not identify a conflict of interest. DATE: October 6, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis heatherh3@cctexas.com 361-826-3227 CAPTION: Resolution authorizing execution of two Interlocal Cooperation Agreements, one with Nueces County and one with Del Mar College, in the Tax Increment Reinvestment Zone Number Five. SUMMARY: The City, Del Mar College, and Nueces County desire to participate in the Tax Increment Reinvestment Zone Number Five for the purposes of development in the reinvestment zone area, on the southwest corner of South Padre Island Drive and Crosstown, for their mutual benefit and the benefit of their citizens. BACKGROUND AND FINDINGS: On July 14, 2020, a presentation was made to the City Council that provided an overview of the developer-petitioned Tax Increment Reinvestment Zone (TIRZ) (Ch 311 Tax Code) for developer reimbursement of street, sewer, sto rmwater and water infrastructure and development and subsequent maintenance of a 10-acre park. The proposed development will have 999 multi-family units, 777 townhomes, and 450,000 sq./ft of commercial space. The proposed 258.9-acre development is located on the southwest corner of South Padre Island Drive (SPID) and Crosstown Expressway and is currently used primarily for agricultural purposes. The reimbursement of the infrastructure costs will be from 75% of the ad valorem taxes (excluding the City’s 2+2+2 residential street tax) generated by the increment above the base value of $825,943 for the 258.9 acres. The TIRZ will exist until infrastructure costs , park maintenance and TIRZ administration are reimbursed by the City of Corpus Christi, Nueces County, and Del Mar College in an amount not to exceed $17,000,000 to the developer or a maximum of 20 years, whichever is less. On August 11, 2020, an ordinance designating 258.9 acres within the jurisdiction of the Authorizing Interlocal Cooperation Agreements with Nueces County and Del Mar College for participation on the southwest corner of South Padre Island Drive and Crosstown Expressway Tax Increment Reinvestment Zone Number Five (TIRZ #5) AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 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 passed on first reading. On August 18, 2020, a second reading ordinance passed. Nueces County approved the interlocal agreement for its participation at 75% of its increment for the life of the TIRZ on September 9, 2020. Del Mar College has an item on its agenda to approve the interlocal agreement a t 75% for fourteen years, up to $4,000,000 on October 13, 2020. ALTERNATIVES: City Council could choose not to authorize this interlocal agreements, but then Del Mar College and Nueces County would not be authorized to participate in the TIRZ #5, and the Zone’s ability to complete the project will be decelerated. FISCAL IMPACT: Del Mar College and Nueces County will participate at a rate of 75% of their tax increment with the base year being 2020. The City’s twenty-year contribution is capped at $9 million; TIRZ #5 estimated increment from all participating taxing jurisdictions is $17,000,000. Funding Detail: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the Interlocal Cooperation Agreements with Nueces County and Del Mar College. The participation of Nueces County and Del Mar College in the Tax Increment Reinvestment Zone is crucial for the success and implementation of the TIRZ #5 Project and Financing Plan: and thus, the revitalization of the southwest corner of South Padre Island Drive and Crosstown Expressway. LIST OF SUPPORTING DOCUMENTS: Resolution Interlocal Cooperation Agreements Resolution authorizing execution of two Interlocal Cooperation Agreements, one with Nueces County and one with Del Mar College, for participation in the Tax Increment Reinvestment Zone Number Five. Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or designee is authorized to execute an Interlocal Cooperation Agreement with Nueces County for contribution to the Reinvestment Zone No. 5, City of Corpus Christi, Texas tax increment fund. SECTION 2. That the City Manager or designee is authorized to execute an Interlocal Cooperation Agreement with Del Mar College for contribution to the Reinvestment Zone No. 5, City of Corpus Christi, Texas tax increment fund. SECTION 3. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. PASSED AND APPROVED on the ______ day of _________, 20 20: 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 Page 1 of 5 THE STATE OF TEXAS § COUNTY OF NUECES § INTERLOCAL AGREEMENT This Interlocal Agreement ("Agreement") is made by and between the City of Corpus Christi, Texas ("City"), a municipal corporation and home-rule city of the State of Texas, acting by and through its governing body, the City Council, and Del Mar College ("Del Mar"), acting by and through its governing body, the Board of Regents. This Agreement is made under Chapter 791, Texas Government Code, and Chapter 311, Texas Tax Code, for the participation of the City and Del Mar in Reinvestment Zone Five, City of Corpus Christi, Texas ("Reinvestment Zone"), a reinvestment zone created by the City under Chapter 311, Texas Tax Code. Section 1. DEFINITIONS. (a) As used in this Agreement, the following terms have the meanings set out below: "Agreement" means this agreement between the City and Del Mar. "Agreement Term" is defined in Section 4. "Captured Appraised Value" has the meaning ascribed by Chapter 311, Texas Tax Code. "City" is defined in the preamble of this Agreement. "City's Tax Increment Participation" means an amount of the City’s ad valorem tax levy on the Captured Appraised Value, which the City agrees to contribute to the Reinvestment Zone under Sections 3 and 4 of this Agreement. "Creation Ordinance" means City Ordinance No. 032183, adopted by the City Council on second reading at its August 18, 2020 meeting, as amended. "Del Mar" is defined in the preamble of this Agreement. "Del Mar Tax Increment Participation" means the amount of ad valorem taxes levied by Del Mar acting through its Board of Regents on the Captured Appraised Value, which Del Mar agrees to contribute to the Reinvestment Zone under Sections 3 and 4 of this Agreement. "Plan" means the project plan and reinvestment zone financing p lan for the Reinvestment Zone, which are adopted by the board of directors of the Reinvestment Zone and approved by the City Council of the City, as consistent as possible with the preliminary plan described in the Creation Ordinance. Page 2 of 5 "Reinvestment Zone" means Reinvestment Zone Number Five, City of Corpus Christi, Texas, created by the Creation Ordinance, incorporated by reference into this Agreement. "Reinvestment Zone Area" means the area of the City included in the Reinvestment Zone as described in the Creation Ordinance. "Tax Increment" has the meaning ascribed by Chapter 311, Texas Tax Code. "Tax Increment Fund" means the tax increment fund created by the City in the City Treasury for the Reinvestment Zone. (b) Terms used in this Agreement and not otherwise defined have the meanings ascribed to them in Chapter 311, Texas Tax Code. Section 2. PURPOSE FOR PARTICIPATING IN THE ZONE. The City and Del Mar desire to participate in the Reinvestment Zone for the purposes of development in the Reinvestment Zone Area under the Plan, for their mutual benefit and the benefit of their citizens. Section 3. OBLIGATIONS OF CITY AND DEL MAR. (a) Tax Increment Participation. For and in consideration of the agreements of the parties set forth in this Agreement, the Del Mar agrees to participate in the Reinvestment Zone by contributing into the Tax Increment Fund 75% of its Tax Increment for 14 years during the term of this Agreement on the Captured Appraised Value of real property within the Reinvestment Zone up to a total amount of $4,000,000.00. The City agrees to participate in the Reinvestment Zone by contributing into the Tax Increment Fund 75% of its Tax Increment each year during the term of the Agreement on the Captured Appraised Value of real property within the Reinvestment Zone up to a total amount of $9,000,000.00. The current tax rates of the City and Del Mar are subject to change and the respective Tax Increment Participation in this Agreement pledged shall change to the extent of any change in their tax rates. (b) Payment Dates. The City and Del Mar may not be obligated to pay their respective Tax Increment Participation from other City or Del Mar taxes or revenues or until the City or Del Mar Tax Increment Participation is actually collected. The obligation to pay the City or Del Mar Tax Increment Participation commences as taxes representing the City or Del Mar Tax Increment are collected for the City or Del Mar and payment shall be due fifteen (15) days after collection. Section 4. TERM OF AGREEMENT. (a) This Agreement becomes effective as of the date of the final signature to this Agreement, and remains in effect through the earlier of (i) December 31, 2040, or (ii) the date on which the Plan has been fully implemented and all Project Costs (as defined in Page 3 of 5 §311.002, Texas Tax Code, and as may be further limited in the Plan), bonds, notes, or other obligations secured by or payable from, in whole or in pa rt, Tax Increment (referred to in this Agreement as "obligations"), and interest on the obligations payabl e from Tax Increment collected on the Captured Appraised Value of the real property within the Reinvestment Zone have been paid in full. (b) The first payment of Tax Increment by the taxing entities under this Agreement is based upon the tax increment base for the property within the Zone being determined as of January 1, 2020, and the payment shall be based upon those taxes as levied in the year 2021. The last payment of Tax Increment by the City under this Agreement is for those taxes levied in the year 2039. The last payment of Tax Increment by Del Mar under this Agreement is for those taxes levied in the year 2034. (c) If the project to be undertaken under the Plan is not undertaken, is discontinued, or is terminated, all monies remaining in the Tax Increment Fund, after satisfaction of lawful claims, must be paid to the participating taxing units in proportion to their respective share of the total amount of tax increments derived from taxable real property in the Zone that were deposited in the Tax Increment Fund during the Fund’s existence. In no event shall the time required for payment of monies to the participating taxing units exceed ninety (90) days following the termination of the Reinvestment Zone. Section 5. BOARD REPRESENTATIVE. Del Mar shall have the right to appoint one member to the Reinvestment Zone Board of Directors. Del Mar may waive its right to appoint a director and is deemed to have waived the right if it has not made the appointment within 30 days of receiving written notice of its right to appoint by the City Secretary’s Office. Section 6. ANNUAL REPORT. On or before the 90th day following the end of the fiscal year of the City, the governing body of the City shall submit to the chief executive officer of each taxing unit that levies property taxes on real property in a reinvestment zone created by the City, including Del Mar, a report on the status of the zone. The contents of the report must contain all information required under section 311.016 of the Texas Tax Code. Section 7. MISCELLANEOUS. (a) Severability. In the event any term, covenant, or condition in this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity does not affect any other term, covenant, or condition in this Agreement contained, provided that the invalidity does not materially prejudice either Del Mar or the City in their respective rights and obligations contained in the valid terms, covenants, or conditions of this Agreement. (b) Entire Agreement. This Agreement merges the prior negotiations and understandings of the parties to this Agreement and embodies the entire agreement of the parties, and there are no other agreements, assurances, conditions, covenants Page 4 of 5 (express or implied), or other terms with respect to the covenants, whether written or verbal, antecedent, or contemporaneous, with the execution of this Agreement. (c) Written Amendment. Unless otherwise provided in this Agreement, this Agreement may be amended only by written instrument duly executed on behalf of ea ch party. (d) Notices. (1) All notices required or permitted under this Agreement must be in writing and must be deemed delivered when actually received or, if earlier, on the third (3rd) day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the other respective party at the address prescribed below, or at such other address as the receiving party may have prescribed by notice to the sending party. (2) The initial addresses of the parties, which a party may change by giving written notice of its changed address to the other party, are as follows: City Del Mar Peter Zanoni Dr. Mark Escamilla City Manager President and CEO City of Corpus Christi Del Mar College 1201 Leopard 101 Baldwin Blvd. P.O. Box 9277 Corpus Christi, Texas 78404 Corpus Christi, Texas 78469-9277 (e) Non-Waiver. Failure of any party to this Agreement to insist on the strict performance of any of the agreements in this Agreement or to exercise any rights or remedies accruing under this Agreement upon default or failure of performance may not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation under this Agreement, or to exercise any right or remedy occurring as a result of any future default or failure of performance. (f) Successors. This Agreement binds and benefits the parties and their legal successors. This Agreement does not create any personal liability on the part of any officer or agent of the City or Reinvestment Zone or any officer, agent, or employee of Del Mar. (g) No Waiver of Immunity. No party to this Agreement waives or relinquishes any immunity or defense on behalf of itself, its officers, employees, and agents as a result of its execution of this Agreement and performance of the covenants contained in this Agreement. IN WITNESS OF THIS AGREEMENT, the City and Del Mar have made and executed this Agreement in multiple copies, each of which is an original. [Signature Page Follows] Page 5 of 5 CITY OF CORPUS CHRISTI DEL MAR COLLEGE _________________________ _________________________ Constance Sanchez Dr. Mark Escamilla Chief Financial Officer President and CEO Date: Date: ATTEST: ATTEST: _________________________ _________________________ Rebecca Huerta Date: City Secretary Date: APPROVED AS TO FORM: _________________________ Assistant City Attorney For City Attorney DATE: September 16, 2020 TO: Pater Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 CAPTION: Ordinance to adopt the City of Corpus Christi Water Conservation Plan revised 2020 edition and revising City Code of Ordinances Section 55-150 (a) regarding adoption of revised plan with the addition of an explanation of the Model Industrial Water Conservation Plan and other adjustments updating information. SUMMARY: The purpose of this item is to adopt the City of Corpus Christi Water Conservation Plan revised 2020 edition and to provide public comment. The revised 2020 edition includes editorial changes, 2019 data updates, and a model industrial water conservation plan that can be used as a guideline tool by any industry that is required to submit a water conservation plan to the Texas Commission on Environmental Quality. BACKGROUND AND FINDINGS: The Water Conservation Plan (WCP) is a guidebook and reference manual for the City of Corpus Christi Water Utilities Department and its partners and customers. The City of Corpus Christi Water Utilities has been in operations for over 100 years and serves approximately 500,000 residents and customers in the Coastal Bend Region. The City’s mission is to effectively manage the City’s water supply, production, and distribution system through the operation and maintenance of the water supply system to meet water supply needs, to provide safe drinking water, to review design and construction of water facilities that will ensure water system quantity and reliability to meet projected growth, and to identify and meet consumer needs and expectations. Water Utilities has a well-established conservation program. The City was the first in Texas to develop a Drought Contingency Plan in 1986, which served as a guide for state officials. Since 1988 there has been a conservation team of professionals developing and implementing outreach programs to help reduce water waste and improve efficiency. Conservation outreach includes Amendment to Chapter 55 Code of Ordinances, Article XII, Water Conservation Plan AGENDA MEMORANDUM First Reading Ordinance for City Council Meeting of September 29, 2020 Second Reading Ordinance for City Council Meeting of October 13, 2020 everything from school education to the Xeriscape Garden. The purpose of the WCP is to ensure long-term water security and efficiency for the residents and businesses served by the City of Corpus Christi. Long term planning and management is critical so that supplies of water will always meet or exceed the demands of the Coastal Bend customers. With the addition of the model industrial water conservation plan, the WCP can be used by industries who are required to submit individual water conservation plans to the Texas Commission on Environmental Quality to document and highlight best management practices that could be implemented in their organizations. As a water supplier, the City of Corpus Christi is required to have a plan that adheres to Title 30, of the Texas Administrative Code (TAC) Chapter 288 (30 TAC § 288) and updated every five years or if needed. This WCP contains all of the provisions required in 30 TAC § 288, including conservation plans for municipal users, wholesale providers, and a model Industrial water conservation plan. The WCP revised 2020 edition include the following changes and other editorial changes: o Chapter 1 o Section 1.4- Added an explanation of the Model Industrial Water Conservation Plan. o Chapter 2 o Section 2.2 – Modified explanation to most up to date information on Aquifer Storage and Recovery (ASR) and desalination projects and corrected the link to Region N webpage o Section 2.4 – Updated with 2019 treated water information o Section 2.5 – Updated the miles of pipe to most current information o Chapter 3 o Section 3.1 – Updated all populations to most current 2020 population o Section 3.2 – Updated water diversion amounts with 2019 amounts o Section 3.4 – Updated treated water demands with 2019 demands o Section 3.5 – Updated Finished Water Production graph with 2019 information o Section 3.6 - Updated percentage for industrial city water use o Chapter 4 o Section 4.2 – updated all tables to most current 2019 information (i.e. gallons per capita day, water loss, targets and goals) o Chapter 5 o Section 5.6.1 - Changed to most current 2019 information o Section 5.6.8 - Changed titles of water conservation staff members o Section 5.7.1 - Removed Major Rivers program from the list o Section 5.11-Added date and information on Water Conservation Plan implementation o Chapter 6 o Section 6.1 – Changes to wording o Section 6.2 – Changed goals of wholesale costumer consumptions to most current 2019 information o Section 6.5 – Changed contractual requirements to most current 2020 information o Appendix A o Changed all tables and information to most current 2019 information o Appendix F o Added Appendix F In addition the following sections of the City Code of Ordinance, Chapter 55, Article XII Water Resource Management, Section 55-150 (a) will be revised to replace the Water Conservation Plan approved on May 28, 2013 with the Water Conservation Plan Revised 2020 edition as follows: Sec. 55-150. - Scope, purpose, authorization, and definitions. (a) Scope. There is hereby established a City of Corpus Christi Water Conservation Plan and Drought Contingency Plan. The City of Corpus Christi Water Conservation Plan approved on May 28, 2013 Revised 2020 edition, and the Drought Contingency Plan Revised 2018 edition, approved January 30, 2018, as amended by ordinance, a true copy of each which is on file in the office of the city secretary, is have been adopted, and shall be followed in matters concerning water conservation, drought management, and water supply enhancement programs. ALTERNATIVES: NA FINANCIAL IMPACT: NA RECOMMENDATION: Staff recommends approval of the City of Corpus Christi Water Conservation Plan revised 2020 edition and Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Revised City Code of Ordinance, Chapter 55, Article XII Water Resource Management Corpus Christi Water Conservation Plan 2020 Edition ORDINANCE TO ADOPT THE CITY OF CORPUS CHRISTI WATER CONSERVATION PLAN REVISED 2020 EDITION BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City of Corpus Christi hereby adopts the City of Corpus Christi Water Conservation Plan Revised 2020 edition, which is attached and incorporated as Exhibit A. The 2020 edition replaces the prior edition of the Water Conservation Plan. SECTION 2. That City Code of Ordinances, Chapter 55, Article XII Water Resource Management, Section 55-150 (a) is revised to replace the Water Conservation Plan approved on May 28, 2013 with the Water Conservation Plan Revised 2020 edition as follows: Sec. 55-150. - Scope, purpose, authorization, and definitions. (a) Scope. There is hereby established a City of Corpus Christi Water Conservation Plan and Drought Contingency Plan. The City of Corpus Christi Water Conservation Plan approved on May 28, 2013 Revised 2020 edition, and the Drought Contingency Plan Revised 2018 edition, approved January 30, 2018, as amended by ordinance, a true copy of each which is on file in the office of the city secretary, is have been adopted, and shall be followed in matters concerning water conservation, drought management, and water supply enhancement programs. SECTION 3. This Ordinances takes effect upon publication. 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 ____________ 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 ____________ day of ________________, 2020. ATTEST: _____________________________________________________ Rebecca Huerta Joe McComb City Secretary Mayor Water Conservation Plan 2020 City of Corpus Christi, Texas This page was intentionally left blank Table of Contents i Table of Contents 1. Introduction .........................................................................................................................................1 1.1 Background of the Water Utilities Department ................................................................. 1 1.2 Purpose of the Plan ............................................................................................................ 1 1.3 P ublic Involvement ......................................................................................................... 2 1.4 Organization of the Water Conservation Plan ................................................................... 2 2. Supply Profile .......................................................................................................................................3 2.1 Supply Sources .................................................................................................................... 3 2.2 Potential Future Sources (Undeveloped Sources) .............................................................. 5 2.3 Water Customers ............................................................................................................... 6 2.3.1 Wholesale Customers .................................................................................................... 6 2.3.2 Retail Customers ............................................................................................................. 6 2.4 Water Treatment Plant ...................................................................................................... 6 2.5 Distribution ......................................................................................................................... 7 2.6 Master Meter ..................................................................................................................... 7 2.7 Wastewater Utility Profile .................................................................................................. 7 3. Demand Profile .....................................................................................................................................7 3.1 Current Population ............................................................................................................. 8 3.2 Raw Water Diversions ........................................................................................................ 8 3.3 Other Raw Water Demands ............................................................................................. 10 3.4 Treated Water Demands .................................................................................................. 10 3.5 Seasonal Demands............................................................................................................ 12 3.6 Projected Populations and Demands ............................................................................... 12 4. Goals .................................................................................................................................................. 13 4.1 Benefits of Conservation .................................................................................................. 13 4.2 Water Planning/Conservation Goals and Objectives ....................................................... 14 4.3 Five and Ten-Year Quantifiable Conservation Goals ........................................................ 14 4.4 Schedule for Implementing Plan ...................................................................................... 16 5. Water Conservation Practices ............................................................................................................. 17 5.1 Water Conservation Measures ......................................................................................... 17 5.2.1 Prohibition on Wasting Water ................................................................................... 18 5.2.2 Irrigation Timing ........................................................................................................... 18 5.2.3 Restaurant Water Saving ............................................................................................ 18 5.3 Future Updates to Codes .................................................................................................. 18 5.4 La ndscaping Sta ndard .................................................................................................. 20 5.5 Rebates and Incentive Programs ...................................................................................... 20 Table of Contents ii 5.5.1 Plum bers to Peo ple ...................................................................................................... 20 5.5.2 Rainwater Harvesting .................................................................................................. 20 5.5.3 Irrigation Con sultation Program ............................................................................... 20 5.6 City-led Water Conservation Programs ............................................................................ 21 5.6.1 Use of Reclaimed Water.............................................................................................. 21 5.6.2 Improveme nts in City-owned Pr operties ................................................................ 21 5.6.3 Ide nti fying and Repa iring Leaks ................................................................................ 22 5.6.4 Park Water Cons ervation ............................................................................................ 22 5.6.5 Metering All Connections ................................................................................................ 23 5.6.6 Record Management ....................................................................................................... 24 5.6.7 System Water Audit and Water Loss ............................................................................. 24 5.6.8 Water Conservation Staff ................................................................................................ 24 5.7 Education .......................................................................................................................... 25 5.7.1 Sch ool E ducation .......................................................................................................... 25 5.7.2 Public I nfor mation ........................................................................................................ 26 5.7.3 Water-Wise Land scape Design and Cons ervation Program ................................ 28 5.8 Water Conservation Pricing .............................................................................................. 28 5.9 Coordination with Region N (Coastal Bend) Regional Water Planning Group ................. 29 5.10 Method to Monitor the Effectiveness of Conservation Measures ................................... 29 5.11 Means of Implementation and Enforcement ................................................................... 29 5.12 Reservoir System Operating Plan ..................................................................................... 30 6. Wholesale Customer Conservation ...................................................................................................... 30 6.1 Introduction ...................................................................................................................... 30 6.2 Wholesale Customer Targets and Goals .......................................................................... 30 6.3 Metering, Monitoring, and Records Management .......................................................... 31 6.4 Leak Detection and Repair ............................................................................................... 31 6.5 Contractual Requirements ............................................................................................... 31 Appendices A. Water and Wastewater Utility Profile B. TCEQ 2001 Agreed Order C. Corpus Christi Water Rates D. Reservoir Operating Plan E. ARTICLE_XII._Water_Resource_Management F. Model Industrial Water Conservation Plan G. Supplement to Corpus Christi Water Conservation Plan to Address TAC § 288.7 1 Water Conservation Plan 1. Introduction This Water Conservation Plan (WCP) is a guidebook and reference manual for the City of Corpus Christi Water Utilities, its partners and customers. This chapter outlines the background of the City of Corpus Christi’s Water Utilities, the purpose and reasoning of the WCP, expected results, and an overview of its layout and organization. 1.1 Background of the Water Utilities Department The City of Corpus Christi Water Utilities has been in operation for over 100 years. It serves nearly 500,000 residents in Corpus Christi and the Coastal Bend Region. Its mission is to effectively manage the City's water supply, production, and distribution system through the operation and maintenance of the water supply system in order to meet water supply needs; to provide safe drinking water; to review design and construction of water facilities that will ensure water system quantity and reliability to meet projected growth; and to identify and meet consumer needs and expectations. The Water Utilities supplies water for municipal and industrial use in a seven-county service area. Major raw (untreated) water customers include municipalities such as Alice Water Authority, Beeville Water Supply District, City of Mathis, and San Patricio Municipal Water District and industries such as Celanese and Flint Hills Resources. Treated water customers include Nueces County Water Improvement District No. 4 (Port Aransas), San Patricio Municipal W ater District, South Texas Water Authority, and the Violet Water Supply Corporation. The Water Utilities operates a water laboratory and water maintenance activity that oversees the repair and replacement of transmission and distribution water lines. The Water Utilities also has a well-established conservation program. The City was the first in Texas to develop a Drought Contingency Plan in 1986, which served as a guide for state officials. Since 1988 there has been a conservation coordinator and/or team of professionals developing and implementing outreach programs to help reduce water waste and improve efficiency. Conservation outreach includes everything from school education to the Xeriscape Garden and is explained in detail in Chapter 5. 1.2 Purpose of the Plan The purpose of this WCP is to ensure long-term water security and efficiency for the residents and businesses served by the City of Corpus Christi Water Utilities. This long-term planning and management is critical so that supplies of water will always meet and exceed the demands of Coastal Bend customers. It allows water supplies to be sustainable as the region grows. Short- term water security and planning during dry times is explained in a separate Drought Contingency Plan, which can be found in the City Water Utilities website . 2 As a water supplier, the City of Corpus Christi’s Plan must adhere to Title 30 of the Texas Administrative Code (TAC) Chapter 288 (30 TAC § 288). This Plan contains all the provisions required in 30 TAC § 288 including conservation plans for municipal users, wholesale providers, a model plan for industrial users, and a drought contingency plan. General and specific goals of the Plan are explained in Chapter 4. 1.3 P ublic Involvement The City provided citizens opportunity to learn about the plan during the Council meeting on September 29, 2020, citizens were also given an opportunity to become informed, ask questions, and provide feedback about the plan. The notice was posted on the official electronic bulletin board in the atrium of Corpus Christi City Hall. 1.4 Organization of the Water Conservation Plan This revised WCP is organized in a way to make information easy to find and understand. This Plan is a separate document from the Drought Contingency Plan (DCP). The chapters guide the reader through the most important issues and are shown below. Supporting documents are in the appendix section to assist the reader in understanding the plans contents. • Chapter 1: Introduction – the basics of the Water Utilities Department, purpose of the Plan, and organization of the Plan. • Chapter 2: Supply Profile – details on the supply of the Water Utilities Department including the water sources, distribution system, and water treatment plant. • Chapter 3: Demand Profile – details on the current customer population and demand, and estimated projections of future population and demands. Demands are provided in totals and divided into sectors. • Chapter 4: Goals – benefits of conservation; overall water planning and conservation goals; quantifiable five- and ten-year conservation goals and water loss goals based on per capita consumption. • Chapter 5: Water Conservation Practices – efforts that encourage and/or enforce the conservation of water, or that increase the efficiency of water use. • Chapter 6: Wholesale Customer Conservation – goals that the City encourages its wholesale customers to adopt. • Appendices: include the Utility Profile, Summary of Texas Commission on Environmental Quality (TCEQ) 2001 Agreed Order, Water Rates, Reservoir Operating Plan, Water Resource Management Code of Ordinance, Model Industrial Water Conservation Plan, and a supplemental document to the Corpus Christi Water Conversation Plan to address TAC 288.7. • Note: Model Industrial Water Conservation Plan – This water conservation model highlights best management practices that could be implemented for industrial customers who are required to submit an individual water conservation plan to the TCEQ. 3 2. Supply Profile This Chapter explains the four sources from which the City gets water supply to its customers in the Coastal Bend region. In addition to the supply sources, the distribution system, water treatment plant, and the wastewater utility profile are briefly explained. 2.1 Supply Sources The City of Corpus Christi Water Utilities obtains its raw water solely from surface water sources. These surface water bodies are Lake Corpus Christi, Choke Canyon Reservoir, Lake Texana and the Colorado River of each of these water bodies are explained below. Lake Corpus Christi Lake Corpus Christi is a water storage reservoir located approximately 33 miles northwest of the City. It was completed on April 26, 1958 with the dedication of the Wesley Seale Dam. When full, the lake level is 94 feet above sea level and has a capacity of 256,339 acre-feet (83.5 billion gallons). The surface area of the reservoir is 19,748 acres (30.8 mi2). Lake Corpus Christi is part of the Nueces River Basin (or watershed). It receives inflow from the Nueces, Frio, and Atascosa Rivers. Inflow from the Frio River also goes through the Choke Canyon Reservoir. Supply in Lake Corpus Christi relies on rainfall in the Nueces/Frio River basins. These two watersheds covers a combined area of 16,764 square miles and reach as far north as Rocksprings in Edwards county, and west close to Eagle Pass in Maverick County. Choke Canyon Reservoir Choke Canyon Reservoir is located approximately 70 miles northwest of Corpus Christi. It has a capacity of 662,821 acre-feet (215 billion gallons). When it is full, the water level is 220.5 feet above sea level, and the surface area is 25,989 acres (39.7 mi2). The United States Bureau of Reclamation financed, designed, and built the reservoir, which was dedicated on June 8, 1982. The City operates and maintains the facility. Choke Canyon Reservoir receives inflow from the Frio River Watershed. This watershed covers an area of 5,529 square miles from Three Rivers in the south to Kerr County in the north. Water from the reservoir travels down into the Frio River, which flows into the Nueces River and then Lake Corpus Christi. 4 Lake Texana The third surface source of water for the City is Lake Texana in Jackson County, located approximately 90 miles northeast of Corpus Christi. When full, the lake has a capacity of 161,085 acre-feet (52.5 billion gallons) and the water level is 44 feet above sea level. Its surface area when full is 9,727 acres (15.2 mi2). Lake Texana was formed with the completion of the Palmetto Bend Dam in 1980 by the U.S. Bureau of Reclamation. It is on the Navidad River, which is part of the Lavaca River Basin and mainly flows through Lavaca and Jackson Counties. The Lake is currently owned and operated by the Lavaca-Navidad River Authority (LNRA). The City contracted 41,840 acre-feet from LNRA in the 1990s after a severe drought between 1993 and 1996. During that time, Nueces River Basin stream-flows were the lowest recorded, even lower than the much-remembered 1950s Drought. The City is currently contracted to divert 31,440 acre-feet after the LNRA recalled 10,400 acre-feet. The City of Corpus Christi, the City, the Nueces River Authority, the Port of Corpus Christi, and the Lavaca-Navidad River Authority worked together to deliver water via a new pipeline from Lake Texana to the City. The 101-mile-long pipeline was named for the late Mary Rhodes, mayor of Corpus Christi from 1991 to 1997, in recognition of her special contribution to the development of water resources for the residents and industries of the Coas tal Bend. The pipeline came online in September 1998. It pumps water through a 64- inch pipeline from Lake Texana directly to the O.N. Stevens Water Treatment Plant in Calallen. Approximately 40 to 70 percent of the water used by Corpus Christi comes from Lake Texana through the Mary Rhodes Pipeline. Colorado River On September 22nd, 1992 the City of Corpus Christi entered into a contract with the Garwood Irrigation Company to purchase a portion of the Garwood’s watertight. The City can purchase up to 35,000 acre-foot per year of the168,000 acre-foot per year. In 2010 the City of Corpus Christi began the initial steps of planning and designing Mary Rhodes Pipeline Phase II and construction of the 42-mile pipeline started in April 2014. The project consisted of a pipeline, a pump station, and a sedimentation basin that starts at the Colorado River near Bay City and connects to Phase I of the pipeline at Lake Texana. A map of the regional water supply system and watershed is shown in Figure 2.1. 5 Figure 2.1. Map of the Coastal Bend Regional Water Supply, including the three surface water supply reservoirs 2.2 Potential Future Sources (Undeveloped Sources) To meet the demands of a growing community, the City has been taking steps to ensure future water supplies. The City is involved with the Corpus Christi Aquifer Storage and Recovery Conservation District (CCASRCD). This groundwater conservation district was formed in 2005 by the 79th Texas Legislature and is: “…dedicated to protecting groundwater supplies within the District, developing and maintaining an aquifer storage and recovery program, providing the most efficient use of groundwater resources to supplement existing supplies, while controlling and preventing waste of groundwater.” The CCASRCD explored the possibility of using groundwater aquifers as storage for extra supply for the City. During wetter-than-normal years, the City would pump excess, partially- treated water into the aquifer storage area, which is not subject to water loss from 6 evaporation. Water from the storage area could then be used during drought periods. A similar project by the San Antonio Water System stores over 90,000 acre-feet of water as an emergency supply. The City of Corpus Christi is also working on activities for a procurement of a Seawater Desalination plant with a base design output of 20 MGD (million gallons a day) expandable to 30 MGD located on the Corpus Christi Inner Harbor while simultaneously working on acquiring permits for a future plant in the La Quinta Channel area for the Coastal Bend Region. Other potential sources of water supply are still being researched and explored. A detailed list of water management strategies for the Coastal Bend Region can be found in the Region N Regional Water Plan, located at: https://www.twdb.texas.gov/waterplanning/rwp/regions/n/index.asp 2.3 Water Customers The City has both wholesale and retail customers who purchase water from the supply system. 2.3.1 Wholesale Customers The wholesale customers are water utilities or businesses who purchase the water in bulk, and then bill their own respective customers. The City provides both raw and treated water to wholesale customers. Those wholesale customers receiving raw water can pump it directly from the source or divert from the Mary Rhodes Pipeline. The following wholesale customers receive raw water: Alice, Beeville, Mathis, Robstown, and San Patricio Municipal Water District (MWD). In addition, Celanese, and Flint Hills Resources receive raw water, but are industrial, not wholesale customers. Those utilities/companies have their own water treatment facilities. Other wholesale customers purchase the water from the City after it has been treated at the O.N. Stevens Water Treatment Plant (explained in next section). These customers include: Port Aransas, San Patricio MWD, South Texas Water Authority, and Violet Water Supply. 2.3.2 Retail Customers The remaining customers receive their water directly from the City. These retail customers are billed individually. They receive their water after it has been treated at the O.N. Stevens Water Treatment Plant. 2.4 Water Treatment Plant The O.N. Stevens Water Treatment Plant, located in Calallen, is the only water treatment facility for the City. All raw water is pumped directly to the Plant from either the Nueces River intake, or via the Mary Rhodes Pipeline. In the Plant, Nueces River water is blended with water from the pipeline and then treated to meet Texas Commission for Environmental Quality drinking water standards. After being treated to potable standards, large pumps distribute water to the 7 City’s distribution system and to its wholesale water customers. Approximately 23 billion gallons of water are treated each year. The O. N. Stevens Water Treatment Plant has a rated capacity of 167 MGD, well above the current peak summer demand of around 100 MGD. 2.5 Distribution The City has an extensive distribution network that transports water from the O.N. Stevens Water Treatment Plant throughout the City to every customer, both retail and wholesale. The Water Utilities Department operates five pumping stations and four elevated storage tanks and maintains over 1,700 miles of potable water pipeline. 2.6 Master Meter In order to keep track of diverted water, the City uses a series of Master Meters from its points of diversion. The City itself uses meters to track water use from the Nueces River system and Mary Rhodes Pipeline. In addition, City staff keeps monthly meter records of seven other wholesale and industrial customers who divert raw water from City’s water supply. 2.7 Wastewater Utility Profile The Utility Profile, a detailed summary of the City's water and wastewater systems is included in Appendix A. 3. Demand Profile This chapter explains demands placed on the City’s water supply system. Water demand is a measure of how much water is being used. Knowing current demand is critical for the City’s daily operations. Projecting future demands helps City workers plan for future growth. The region’s population provides the basis of its water demands. Therefore, this chapter will provide an overview of current population figures of Corpus Christi and the Coastal Bend Region. The water demands in the Coastal Bend area are complex because of the various customers that the City serves. Besides its own retail customers in and around Corpus Christi, the City provides wholesale water to utilities that serve 18 other cities and 2 businesses. These people and businesses have their own unique water demands. In addition, there are other demands on the supply system, including evaporation from the reservoirs and environmental inflows into the Nueces Bay and Delta. Because the demands on the supply system are so complex, the next sections are divided as follows: Section 3.2 will discuss demands based on raw water diversions, or water taken directly from the supply source. Section 3.3 will include evaporation and environmental inflows. Section 3.4 will discuss demand on treated water, or water that is consumed in the City. This section will 8 also look at demand based on customer type. Section 3.5 will discuss seasonal demand, including summertime peaks. In Section 3.6, projected demands and populations will be discussed. 3.1 Current Population According to the Texas Demographic information the regional population’s total customers was close to a half a million people. The majority of this was in the City of Corpus Christi communities with a population of 325,406. The other 20 that depend on Corpus Christi for their water and their estimated 2020 populations are show in Table 3.1. Table 3.1 Estimated 2020 populations for the communities and cities in the Coastal Bend serviced by the City of Corpus Christi Water Utilities Department. City Population (2020) City Population (2020) Alice 18,591 Kingsville 24,959 Agua Dulce 889 Mathis 4,623 Aransas Pass 7,957 Odem 2,392 Banquete 389 Port Aransas 4,277 Beeville 12,489 Portland 18,418 Bishop 3,006 Ricardo WSC 648 Driscoll 745 Robstown 11,107 Fulton 1,601 Rockport 10,969 Gregory 1,998 Taft 2,798 Ingleside 9,990 Three Rivers 1,990 3.2 Raw Water Diversions The raw water demand is the amount of water taken directly (diverted) out of the water supply system. It provides demand information of the system and gives an overview of which entities are using water. As explained in Chapter 2, the City has several raw water customers in addition to diverting water for its own needs. After raw water has been diverted from either the Nueces River System or Mary Rhodes Pipeline, it is pumped to the O.N.S. plant. All raw water customers operate their own water treatment facilities in order to comply with drinking water standards for their customers they also each have their own demands, based on their retail customer characteristics (Treated water demands are explained in Section 3.4). In 2019, the total amount of raw water diverted from the City’s water supplies was 103,984 acre-feet (approximately 33.9 billion gallons). This included water from both the Nueces River System and the Mary Rhodes Pipeline. The raw water demands of each customer from the Nueces River System are shown in Table 3.2. 9 Table 3.2 Raw water demands (diversions) in 2019 from Nueces River System by customer (acre- feet and million gallons). Raw Water Customer Diversion Amount (ac-ft) Diversion Amount (MG) Alice 6,273 2,044 Beeville 4,212 1,373 Mathis 802 261 Celanese 1,486 484 Flint Hill Resources 3,658 1,192 San Patricio MW D 11,503 3,748 Corpus Christi 30,409 9,909 Total 58,343 19,011 The raw water demands of the San Patricio MWD and the city of Corpus Christi from Mary Rhodes Pipeline are shown below in Table 3.3. Table 3.3. Raw water demand (diversions) in 2019 from Mary Rhodes Pipeline by Customer (acre-ft and million gallons). Raw Water Customer Diversion Amount (ac-ft) Diversion Amount (MG) San Patricio MW D 10,794 3,517 Corpus Christi 34,767 11,329 Total 45,561 14,846 In 2019, the City of Corpus Christi received 56% of its raw water from the Nueces River System and 44% from the Mary Rhodes Pipeline. Table 3.4 Raw water demand (diversions) in 2019 from Nueces River System, and Mary Rhodes Pipeline by Customer (acre-feet and million gallons) Raw Water Customer Diversion Amount (ac-ft) Diversion Amount (MG) Alice 6,273 2,044 Beeville 4,212 1,373 Mathis 802 261 Celanese 1,486 484 Flint Hill Resources 3,658 1,192 San Patricio MWD 22,297 7,265 Corpus Christi 65,176 21,238 Total 103,904 33,857 10 3.3 Other Raw Water Demands One uncontrolled demand of water placed on the supply system is evaporation. As mentioned in Chapter 2, the two reservoirs of the Nueces River supply system cover a large surface area of 45,186 acres when full. Because of this large area, combined with high evapotranspiration rates, water loss to evaporation is high, especially in recent hot, dry years. Another raw water demand is environmental flow. After the impoundment of Choke Canyon Reservoir in 1982, freshwater flowing in the Nueces River Delta decreased dramatically. In order to maintain an ecosystem balance in the Delta, the City worked with TCEQ, the Nueces River Authority, and the City of Three Rivers to develop an Agreed Order in 1995. This document, revised in 2001, outlines required monthly freshwater inflows by the City into the Delta (Table 3.5). The 2001 Agreed Ordered is included in Appendix B. Table 3.5. Target Inflows to Nueces Bay from the 2001 Agreed Order (*When lake levels are above 70%) Month Target Inflows (ac-ft) Month Target Inflows (ac-ft) January 2,500 July 6,500 February 2,500 August 6,500 March 3,500 September 28,500 April 3,500 October 20,000 May 25,500 November 9,000 June 25,000 December 4,500 3.4 Treated Water Demands In 2019, the Corpus Christi Utility Business Office billed a total of 67,635 ac-ft (approximately 24 bil gal) of water, coming from the O.N. Stevens Water Treatment Plant in Calallen. Separating treated demand by customer class, industrial customers represent the highest demand. Of the 67,635 ac-ft billed usage in 2019, industrial customers used just over 33,000 ac-ft or 49 percent of the total. Residential customers consumed 21,610 ac-ft, representing 32 percent of the total. See Figure 3.5 below. 11 Figure 3.5. Treated Water Use by Customer Class In 2019, there was approximately 110,217 treated water connections. These connections can be divided into the customer classes of residential, multi-family, commercial, industrial, wholesale, and institutional. Figure 3.5.1. shows a breakdown of connections by customer type. The total of institutional (1,307 connections) and industrial (31 connections) customers constitute far less than the total for all connections. Residential Single-Family customers make up the largest percentage of connections at over 90 percent. Figure 3.5.1 Connections by Customer 32% 4% 15% 49% Residential Institutional Commercial Industrial 92% 1%7% Residential Institutional Commercial Industrial 12 3.5 Seasonal Demands Seasonal demands by customers lead to “peak demands.” These peak demands put the most stress on operations, including distribution and treatment. It is extremely important that peak demand for the cap remains under 167 million gallons per day, which is the maximum volume that the O.N. Stevens Water Treatment Plant can treat. Figure 3.6 below shows daily treatment plant production volumes for each month of 2019 as minimums, maximums, and averages. The maximum values of each month (in green) represent the peak demand volume for that month. Despite the fact that 2019 was a dry year, maximum production never reached above 100 MGD. Figure 3.6. Daily production volumes of the O.N. Stevens Water Treatment Plant, showing seasonal demand as minimums, maximums, and averages for each month of 2019. 3.6 Projected Populations and Demands The Texas Water Development Board estimates population projections for regional water planning groups. For Corpus Christi, they estimate that the population could reach 403,638 by the year 2060. This increase in population will result in an increase in water demand. The TWDB estimates that municipal water demand (residential and commercial) for Corpus Christi will increase 40% by 2060, reaching 86,962 ac-ft per year. These projections are for the City of Corpus Christi only. Other cities that rely on Corpus Christi for water will also have increases in population and demand, resulting in an even higher demand on the supply system. 0 10 20 30 40 50 60 70 80 90 100 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2019 Finished Water Min Daily Prod Max Daily Prod Average Daily Prod Daily Finished Water Production in Million Gallons Per Day 13 However, these projections only factor in a minor decrease in per capita water use from conservation measures. A more aggressive conservation program could help municipal demand level off or decrease, even with an increase in population. A goal of 1% annual reduction in municipal consumption (greater than the 0.9% population growth) would defer the need for additional supplies. This goal, along with others, is explained in Chapter 4. Projecting industrial consumption, which comprises over 40% of the City’s water use, is challenging considering the large volumes that one additional customer can demand. The Region N Water Planning Group projects treated industry water demand could increase by 5,422 acre-feet by 2060. Other industrial demands are expected to increase by 29,000 acre- feet by 2060. 4. Goals This Chapter explains the water conservation goals of the City. These goals are what the City aims to achieve by the implementation of this Plan. Included in these goals are both qualitative goals and measurable, quantifiable goals. Before these goals are discussed, the first section (4.1) explains the benefits of conservation. This will give reason and justification for the City’s conservation efforts and provide a driving factor for the goals. 4.1 Benefits of Conservation There are several benefits to having a strong conservation program for Corpus Christi. These benefits not only include maintaining the City’s water supply, but also include saving the City and residents money by deferring capital expenses. Other benefits may be more difficult to quantify or may take years to materialize, but that does not lessen their importance. Each benefit of conservation listed below will help the City of Corpus Christi grow and thrive at a sustainable rate. The benefits of conservation include: • Sustainable Water Supply – By reducing per capita water use, the City can grow without compromising supplies for future generations. • Reduces Peak Demand – Peak demand puts the most stress on the Water Utilities Department’s operations. Conservation measures would help to reduce this peak demand. • Reduces Energy Costs – The City spends a significant portion of its electric bill on moving water through its distribution system. Conservation would reduce the amount of water pumped, thus reducing electric costs. • Reduces Wastewater Costs – Less water being used by customers equals less wastewater that needs to be treated. Having less wastewater will save the City in treatment costs. 14 4.2 Water Planning/Conservation Goals and Objectives The main, overall goal of this Plan is to reduce total per capita consumption by one percent annually over the next decade. This goal is based on the 2019 figure of 201 gallons per capita per day (gpcd). A secondary related goal is to reduce summertime peak demand. To achieve these goals, the City has specific conservation objectives which are: • Reduce water loss by one percent annually • Educate the public on water conservation practices • Educate the public on the City’s water resources • Implement incentives and/or rebate programs to encourage conservation • Convert certain drought restrictions into regular conservation measures • Adopt new water conservation city ordinances • Enforce the conservation city ordinances • Strengthen conservation measures at City-owned facilities 4.3 Five and Ten-Year Quantifiable Conservation Goals As mentioned in the previous section, the goal of the Plan is to decrease total per capita water consumption by one percent each year. To track the progress of the goal, the City records the gpcd every year and sets five and ten year goals. The gpcd is measured by taking the volume of water produced by the O.N. Steven Water Treatment Plant, excluding water sold to treated wholesale customers, and dividing it by the permanent population and then dividing it by 365 days. Because industry uses close to 50% of the treated water, Corpus Christi’s gpcd is greater than most Texas cities. In addition, there is high variability in annual consumption due to changes in weather. Residents tend to use much more water in dry years to keep landscape vegetation alive. The total gpcd, residential gpcd, and water loss are show in Tables 4.1-4.3 below. The five and ten year goals listed below in Table 4.4, and are based on a 1% annual reduction from the 2019 consumption of 201 gpcd. 15 Table 4.1. Total Gallons Per Capita Per Day (gpcd) in 2019 Total System Input in Gallons Water Produced + Wholesale Imported - Wholesale Exported Retail Population¹ Total GPCD (System Input / Retail Population) / 365 23,980,034,792 326,554 201 ¹Retail Population is the total permanent population of the service area, including single family, multi-family, and group quarter populations Table 4.2. Residential Gallons Per Capita Per Day (gpcd) in 2019 Residential Use in Gallons (Single Family + Multi-family) Residential Population² Residential GPCD (Residential Use / Residential Population) / 365 7,041,510,000 326,554 59 ²Residential Population is the total residential population of the service area, including only single family and multi-family populations Table 4.3. Total Water Loss Per Capita Per Day (gpcd) in 2019 Total Water Loss in Gallons Apparent + Real = Total Water Loss Retail Population Water Loss GPCD³ Water Loss Percent 1,770,594,834 326,554 15 7.38% ³(Total Water Loss / Residential Population) / 365 = Water Loss GPCD (Total Water Loss / Total System Input) *100 = Water Loss Percentage Table 4.4. Targets and Goals Achieve Date Target for Total GPCD Current Total GPCD Target for Residential GPCD Current Residential GPCD Target for Water Loss GPCD Current Water Loss GPCD Target for Water Loss Percentage Current Water Loss Percentage Five-year Target Date 2024 195 201 60 59 13 15 6.67 % 7.38 % Ten-year Target Date 2029 184 201 56 59 12 15 6.52 % 7.38 % 16 4.4 Schedule for Implementing Plan In order to achieve the targets and goals of the plan, the City will use the schedule below in Table 4.5 to gradually introduce new or strengthen existing conservation measures and programs. These programs will utilize all and possibly additional measures as detailed in Chapter 5. The measures aim to reduce per capita water use through changes in habit, improvements in efficient devices, decreases in water waste, and smart planning. This schedule is not all inclusive and is a living document and is therefore subject to change. Conservation Measures Purpose Target Date Plumbers to people Reduce leaks in homes of lower income residents Planning School education Educate youth about water resources and the importance of conservation Ongoing Public information Educate the public about water conservation through several media outlets Ongoing Xeriscape education Educate the public about Xeriscaping through the Xeriscape garden, fliers and the annual symposium Ongoing Use of Reclaimed Water Reduce potable demand by increasing the number of golf courses parks etc. that are using reclaimed water for irrigation Ongoing System Water Audit and Water Loss Identifying areas of water loss to target remediation efforts Annually Park Water Conservation Reduce consumption by the City by improving irrigation Ongoing Prohibition on wasting water Reduce consumption by prohibiting the wasting of water regardless of drought conditions Ongoing Irrigation Timing Reduce evaporative loss and waste by prohibiting sprinkler irrigation between 10am and 6pm regardless of drought conditions Ongoing Restaurant water saving Reduce water waste by requiring restaurants to only serve water upon request Ongoing Rainwater harvesting rebate Reduce potable demand by encouraging rainwater harvesting Ongoing Changes to Unified Development Code Make change in the UDC to include certain requirements in new construction for rainwater harvesting condensate collection car washes cooling towers, laundry facilities and site appropriate turf grass Ongoing 17 5. Water Conservation Practices Water conservation is any practice that reduces the use of water, whether through changes or improvements in the efficiencies of water devices. Reducing the use of water reduces the stress placed on water supplies and their ecosystems. It also frees up water supplies to allow for population and economic growth without having to search for “new” water. Conservation is a cost-effective and commonsense approach to ensuring a sustainable water supply for generations to come. The City has a long-standing commitment to promoting water conservation in the community. It has adopted several practices, ranging from public education to conservation pricing, that encourage a reduction in excessive water use. As was mentioned in Chapter 4 (Goals), the long term goal of the conservation program is to reduce per capita water use by one percent per year over the next decade. This Chapter highlights all of the ways that the City intends to reach that goal. Chapter 5 begins with conservation measures (5.2). These are regulated best-management practices that are in effect year-round, regardless of the drought condition or the levels of the City’s reservoirs. Section 5.3 explains planned changes to development and building codes that would make buildings and landscapes more water efficient, while Section 5.4 explains the current code related to landscaping. Section 5.5 explains Rebates and Incentives, which include Plumbers to People, Rainwater Harvesting Rebate, and an Irrigation Consultation Progra m. Section 5.6 discusses City-led Programs, including reclaimed water use, improvements to City-Owned properties, park water conservation, metering, system audits, and a water conservation staff. This is followed by Section 5.7 which highlights the educational efforts by the City, including both schools and public programs, and Section 5.8 on water conservation pricing. The last two parts of Section 5 explain coordination with the Region N Water Planning Group, methods to monitor the effectiveness of the various conservation practices, and means of implementation and enforcement. 5.1 Water Conservation Measures As water demands increase and water supplies become less available, it is critical that water conservation measures become regular, year-round best management practices. They are common sense approaches that reduce water waste and improve efficiency. This section lists those water conservation measures that are regulated and enforceable. They are the only measures in the WCP that are enforceable. The Water Resource Management Ordinance (Section 55) gives the City the authority to enforce these measures and is included in Appendix A. Explanations of each of these conservation measures are shown in the next page. 18 5.2.1 Prohibition on Wasting Water Under the Prohibition on Wasting Water Conservation Measure, it is unlawful to wastewater. Actions leading to the wasting of water are prohibited and will be enforced. No person shall: 1. Allow water to run off property into gutters or streets. 2. Permit or maintain defective plumbing in a home, business establishment or any location where water is used on the premises. Defective plumbing includes out- of-repair water closets, underground leaks, defective or leaking faucets and taps. 3. Allow water to flow constantly through a tap, hydrant, valve, or otherwise by any use of water connected to the City water system. 4. Use any non-recycling decorative water fountain. 5. Allow irrigation heads or sprinklers to spray directly on paved surfaces such as driveways, parking lots, and sidewalks in public right-of-ways; 6. Operate an irrigation system at water pressure higher than recommended, causing heads to mist, or to operate with broken heads. 5.2.2 Irrigation Timing Landscape irrigation is most efficient during early-morning or nighttime hours, when there is less potential for evaporation from the sun. This conservation measure prohibits irrigation by spray or sprinklers between the hours of 10 am and 6 pm. It is still permissible to water by hand or by drip irrigation at any time of the day. 5.2.3 Restaurant Water Saving Under this conservation measure, commercial dining facilities must only serve water upon request. In addition, any hand-held dish-rinsing wand must have an automatic shut-off. 5.2.4 Conservation Measures When the combined storage in the Choke Canyon/Lake Corpus Christi reservoir system falls below 40% of the total system storage capacity, the City of Corpus Christi shall issue public notice advising and informing the water users of the region of voluntary conservation measures that are requested immediately and required drought management measures to be taken should the Reservoir System Storage fall to under 40% and/or 30% of the total system storage capacity. 5.3 Future Updates to Codes Additional water conservation practice that will help to conserve water in the long term is updates and improvements to codes. The City has adopted several codes for development and construction, which are updated on a regular basis. There are several codes which could be 19 updated or amended to include requirements for water conservation. A list of potential updates to codes is included below. The process of updating these codes is ongoing and will be included in the WCP as an amendment when complete. These bulleted items are proposed updates only and are listed here as a placeholder. • Car Wash Water Conservation – Many commercial car washes in the region do not recycle water in their operations. Under this proposed measure, new car washes using an automatic system would need to reuse a minimum of fifty (50) percent of water from vehicle rinses in subsequent washes. All car washes that are self-service would be required to have spray wands that do not emit more than three (3) gallons of water per minute. • Water Saving Plumbing Fixtures – This proposed conservation measure would require plumbing fixtures to meet or exceed the standards set by the WaterSense label of the Environmental Protection Agency (EPA). The fixtures would include gravity flush toilets, bathroom aerators, showerheads, and urinals. This measure would apply to new plumbing installations • Laundry Facility Conservation – Under this proposed measure, any new installation of a coin-operated washing machine would have to meet or exceed the standards for the most current Energy Star label of the EPA and Department of Energy. This measure applies to any location that may have a coin operated facility, such as laundromats, apartment communities, or university residential buildings. • Cooling Tower Recycling –This proposed conservation measure would require newly constructed cooling towers to utilize recycled water for a minimum of four (4) cycles. • Rainwater Harvesting –This proposed conservation measure would require any new building construction with a minimum roof surface area of ten-thousand (10,000) square feet to install a rainwater collection system. The stored water could be used for non-potable indoor use and/or outdoor irrigation. • Condensate Collection –Under this proposed measure, any new commercial building with an air conditioning system would be required to divert and collect the condensate water. This water could be used in cooling tower operation or landscape irrigation. • Xeriscape Landscaping –This proposed measure would allow xeriscaping as an option for landscaping in any residential neighborhood or subdivision, regardless of deed restrictions. It also would require homebuilders and/or developers who are constructing new, single-family residential homes to offer a xeriscaping option. • Turfgrass Species Requirement–This proposed conservation measure would promote the use of turfgrass appropriately suited for a particular site in order to save on irrigation water. For any new construction, the turfgrass species/variety installed on a property would have to be chosen from a list of approved species. In addition, irrigated turfgrass would not be able to exceed 50% of the landscaped area. 20 5.4 La ndscaping Sta ndard The City adopted a Landscaping Standard as part of its Unified Development Code (Section 7.3 of the UDC). This standard requires landscape plantings within commercial developments to enhance the beauty of the City. The ordinance assigns points to the various plant materials. To encourage the use of water-wise landscaping, drought-tolerant and low-water-use species are assigned a higher point value. To comply, a landscape design must surpass an established threshold number of points, which is achieved more easily with the water-wise and drought- tolerant plants. 5.5 Rebates and Incentive Programs This section explains the programs that the City offers or plans to offer to provide assistance to customers who wish to implement water conserving practices. These programs include the Plumbers to People program and is planning an Irrigation Consultation Program. Additional rebate and incentive options are being researched. 5.5.1 Plum bers to Peo ple Plumbers to People would be an affordability program to provide plumbing assistance to low- income residential customers seeking to repair plumbing fixtures in their homes. The intent of the program is two-fold: (1) to eliminate the cycle of uncollected high water bills resulting from water leaks; (2) to promote water conservation. Persons eligible for the program must contact the Utility Business Office (UBO) to identify their eligibility for the program. Eligibility is based on the individual's income limits and need for assistance. The UBO office arranges for a contracted plumber to do repairs at the individual’s home. The plumber will fix minor leaks or other issues, then send a report and invoice back to the UBO office. 5.5.2 Rainwater Harvesting The City has developed a rainwater harvesting program. Under this program, customers of the Water Utilities will be eligible to purchase a rain barrel from the City. 5.5.3 Irrigation Con sultation Program The City plans to develop an Irrigation Consultation Program to reduce water waste and improve efficiency on large, existing irrigation systems. The service will be free to commercial sites and would provide feedback to property owners about how they can make meaningful changes to their irrigation system. It would begin with a consultation request from the property owner of a large irrigation system. The Water Utilities Department will coordinate a consultation with a contracted, licensed irrigator for that property. The licensed irrigator would perform a thorough inspection of the irrigation system’s performance. 21 A report with recommendations would be provided to the property owner and the Water Utilities Department. The recommendations may include ways that the property owner can drastically reduce water consumption. The Water Utilities Department will analyze each report and may provide assistance with the recommended changes, depending on the cost and benefits. One year after the inspection, a follow-up would be performed to see if recommendations were implemented and determine how much water consumption was decreased. 5.6 City-led Water Conservation Programs This section explains the programs that the City has initiated in order to improve its own efficiency and promote conservation. These programs include the use of reclaimed water, improvements in City-owned properties, park water conservation, accurate water metering, and a system to audit water loss. It also includes the use of a permanent, full- time water conservation staff. 5.6.1 Use of Reclaimed Water Reclaimed water by definition is, "domestic or municipal wastewater which has been treated to a quality suitable for a beneficial use, pursuant to the provisions of this chapter and other applicable rules and permits" (30 TAC §210.3(24)). The City currently has five reclaimed water use customers and recognizes that the direct use of reclaimed water is an effective method of reducing potable water usage. Corpus Christi reclaimed water is used primarily for irrigating recreational tracts. Historically, Corpus Christi began its reuse program in the early 1960s when it began delivering reclaimed effluent to its first customer, the Gabe Lozano Golf Course. Over the next several decades, the City acquired additional reuse customers which include other golf courses, parks, and recreational areas. In 2019, the City supplied 5 million gallons of reclaimed water to its irrigation customers, saving 100% of the amount in potable water. To facilitate future expansion of its reuse program, the City will identify and rank industrial, commercial, and institutional (ICI) customers according to volume of water use, and investigate the feasibility of using reclaimed water. The City will also investigate reuse opportunities within its own accounts or with third parties outside its service area. The City owns several public areas that are candidates for reuse. 5.6.2 I mproveme nts in City-owned Pr operties In order to be a representative of its conservation message, the City has pushed for increased Xeriscape landscaping of City-owned properties. This includes water-wise landscaping at the Water Utilities Department building, and the Xeriscape Design Garden and Learning Center adjacent to the Museum of Science and History in downtown Corpus Christi (see Section 5.6.3). The Water Utilities Department will encourage the future conversion of City landscaping to more water-wise design. 22 In addition, the City has been proactive in replacing out-dated, inefficient plumbing fixtures in its buildings. The City plans to install a rainwater harvesting system at the Water Utilities building to be used for on-site irrigation. 5.6.3 Ide nti fying and Repa iring Leaks The Water Utilities Department has a full team of employees committed to identifying and repairing leaks in the water distribution system throughout the City. A crew of round-the-clock responders follow the procedure below to find and fix a leak: 1. The initial responder, called a first responder is sent to the location to identify and mark the priority of the leak. Response time can be 30 minutes to an hour. 2. On site crews may need to close valves to isolate the leaking line. Line locates are called in to mark all other utility lines in the area of the leak prior to repairs. Depending on the severity of the leak these locates can take up to approx. 24 hours 3. After line locates are complete, Distribution Leak crews respond to the leak and make all needed repairs. 4. After repairs are complete, the dirt and dressing crews back fill the area and replace grass as needed. 5.6.4 Park Water Cons ervation The City of Corpus Christi Parks and Recreation Department manages golf courses, large City-wide parks, recreation centers, decorative fountains, public swimming pools, and close to 200 neighborhood parks, some with irrigated athletic fields. Because many of the parks in the City require irrigation, it is critical that proper conservation measures are in place so the City demonstrates and promotes those measures to the public. The Water Utilities Department works with the Parks and Recreation Department to implement several water conservation practices within the park system. Some of these measures include: 1. Converting manual irrigation systems to automatic irrigation systems. 2. Including the park properties in the water system audit. 3. Voluntarily adopting landscape ordinance provisions of the Corpus Christi Zoning Ordinance (explained in Section 5.2.12). 4. Replacing several spray irrigation heads with drip irrigation. Some of the conservation measures that the City is pursuing for the future include: 1. Updating automatic irrigation systems with a “smart” Baseline Controller, which can remotely control up to 50 irrigation zones with 10 different programs. These include moisture sensors in the soil. 2. Implementing an irrigation consultation program to target specific areas where water efficiency improvements can be made. 3. Converting turfgrass species to more appropriate varieties to reduce water use. 23 To track the progress of water conservation in the parks, the Water Utilities Department will gather the following: 1. Water savings resulting from the offset of potable water use by irrigating with reclaimed wastewater. 2. Water savings attributable to the repairs of leaks 3. Changes to irrigation systems, retrofits, or upgrades; regular leak detection; maintenance policies, and estimated water savings from conservation practices. 4. Estimated water savings attributable to changes implemented. 5. Costs of repairs, equipment upgrades, or new equipment installed. The Water Utilities Department will evaluate data from sites before and after significant irrigation system changes or upgrades. The City maintains performance measure software to monitor the progress of leaks repaired. The Maximo software will identify individual categories to estimate the volume of water savings attributable to repairs of leaks. 5.6.5 Metering All Connections Metering is a critical aspect in water conservation. It provides a method for customers to relate their water usage to their utility bill. For the City, meters help keep track of water use in order to target areas of inefficiency or locate areas where there may be potential leaks. New technology allows the city to track water use remotely and alert employees when there are spikes in water use among customers. The following elements are part of the City’s on-going metering program: 1. Required metering of all connections. 2. A policy for installation of adequate, proper-sized meters as determined by a customer's current water use patterns. 3. Direct utility metering of each duplex, triplex, and four-plex unit, whether each is on its own separate lot or there are multiple buildings on a single commercial lot. 4. Metering of all utility and publicly owned facilities. 5. Use of construction meters and access keys to account for water used in new construction. 6. Implementation of the State requirements in HB 2404, passed by the 77th Legislature Regular Session and implemented through Texas Water Code 13.502, which requires all new apartments be either directly metered by the utility or submetered by the owner. 7. Regular replacement of 5/8” and 3/4” meters after 15 years of service. 8. An accounting of water savings and revenue gains through the implementation of the Water Utilities Department's meter repair and replacement procedures. Each year the W ater Utilities Department estimates its annual water savings from the program. Savings can be estimated based upon a statistical sample analyzed as part of the meter repair and replacement program. 24 The City maintains a meter replacement policy based upon a customer's concern about the accuracy of their meter. Annual records of replaced meters are maintained through the City's Maximo software. Meter replacement takes precedence over meter repair due to the cost of repairing old meters. The City has improved efficiency and cut water loss by purging old meters and converting standard meters to automated meter reading (AMR.). The AMR program is a metering system that remotely records usage and accurately integrates that data into the billing system. Around 99 percent of the City's water met ers have been installed with the AMR, benefiting the City by improving meter accuracy and reducing the cost of reading meters manually. 5.6.6 Record Management The City has a system of record management to classify customers by sector for billing purposes and to keep track of water consumption by class. The billing system has the ability to categorize customers into sectors that can be summarized into those required by the Texas Water Development Board and the Texas Commission on Environmental Quality. These sectors include: residential (including single-family and multi-family); commercial; institutional; industrial; and wholesale (the City does not have any agricultural customers). 5.6.7 System Water Audit and Water Loss As with any aging infrastructure system, the City does have water loss between the treatment plant and the point of use. In order to reduce this water loss, the City performs an annual system water audit. This estimate of system water efficiency is achieved by comparing the quantity of water delivered to the treatment plant, potable water produced, and water sold. The Water Utilities Department tracks numerous leak detection and repair activities and is able to evaluate its success using the asset management software to compile and track work orders. Using this data from the audit, the City is able to focus on specific areas where improvements in efficiency can be achieved. 5.6.8 Water Conservation Staff The Water Utilities Department has two staff members who coordinate and implement water conservation programs for the City and its service area. These employees include the Water Resource Manager and the Utilities Compliance Superintendent. They are critical to ensuring the success of the City’s overall conservation program. The Water Resource Manager is responsible for planning conservation programs; public relations; seeking and identifying new opportunities in conservation and water supply; program analysis; contributions as a member of regional workgroups (BBACS, GMAs, Region N, Nueces Feasibility, CCASRCD); assistance with educational/promotional material; planning Irrigation Consultation Program; meetings with stakeholders; assistance with marketing strategies for conservation programs; assistance with annual conservation budget; preparation and submittal of annual conservation status reports to Water Utilities Department management. 25 The Utilities Compliance Superintendent is responsible for implementing conservation programs; conservation education and marketing; coordinating with other departments and wholesale customers; coordinating programs within the Water Utilities Department; development of marketing strategies for conservation programs; management of consultants, and contractors, when appropriate; preparation of annual conservation budget. This conservation team takes part in several educational events and programs, which are explained in detail in section 5.7. 5.7 Education One of the most effective ways to improve conservation and water-use efficiency is through education. The Water Utilities Department is very active in educating its customers and has several programs to do so. The Water Utilities Department has two purposes for its educational programs: to disseminate information and to change behavior. Information dissemination is education that makes the public aware of something timely, such as a current drought stage and its implications. A change in behavior occurs when education teaches the public practices that should be permanently adopted. Behavioral changes t ake place over a longer span of time than information dissemination, but both purposes are critical to a well-informed public. This section highlights the educational programs that the Water Utilities Department plans, manages, and implements. These programs include school education, public information, and the water- wise landscape and conservation program. 5.7.1 Sch ool E ducation School education programs increase the viability of water conservation efforts, enhance the utility's public image, contribute to the attainment of Texas state education goals by students, and increase customer goodwill. The message conveyed by students to their families based upon greater knowledge of water sources and conservation can lead to behavioral changes resulting in both short- and long-term water savings. The Water Utilities Department offers various educational programs to all grade levels throughout the City of Corpus Christi. These programs include: • Learning to be Water Wise – This program is used in 5th grade classrooms to connect science, math, language arts, and social studies with water conservation activities. Boxed kits, which include a toilet water displacement bag, toilet leak detector tablets, showerhead and faucet aerators, and instructions for repairing common toilet leaks, are given to each student. • Water Source Book – The Water Source Book, developed by the Water Environment Federation, reinforces water resource issues with hands-on classroom activities and experiments for grades 6 through 8. The classroom activities feature water, wastewater, and stormwater experiments. This book is provided by the City to all local school resource libraries. Continuing education 26 workshops introduce local classroom teachers to the Water Source Book. Teachers can utilize this teaching aid to satisfy certain TEKS objectives as established by the Texas Education Agency. • Coastal Bend Teacher Resource – the City Water Utilities Department sponsors events, which brings environmental resources to teachers throughout the Texas Education Agency Region 2 area. The City Water Utilities Department also participates in annual event, offering valuable opportunities and resources for teachers, students and the general public. • Xeriscape Learning Center and Design Garden – Adjacent to the Corpus Christi Museum of Science and History, Water Utilities has an educational gazebo targeted to children, featuring various showcases and an 8-foot interactive topographic map of the Nueces River Basin. The touch of a button activates lights and sound to explain the area's water resources. Displays throughout the Xeriscape Learning Center and Design Garden are used as teaching tools for children and adults. • Other educational materials – The Water Utilities Department keeps a stock of Splash Activity Book, My Book About Water and How to Use it Wisely, and The Story of Drinking Water. Spanish material is also available upon request. The Water Utilities Department continues to offer the programs mentioned above, being sure to stay up-to-date on any changing information related to water. They also continue to stay connected to local schools in order to identify any new potential opportunities. To keep track of the impact of these various programs, the Water Utilities Department records: • The number of presentations made • The number and type of curricula materials developed and/or provided • The number and percent of students reached by presentations and by curriculum • Annual budget related to conservation. 5.7.2 Public I nfor mation The Water Utilities Department employs several types of media resources and modes of mass communication to present a compelling and consistent message about the importance of conservation and water use efficiency. The overall goal of the public information program is to raise awareness among customers of the regional water resources and the importance of conservation. The public information is also used to convey urgent messages, such as those about drought or emergencies. Each year, the Water Utilities Department mails a Consumer Confidence Report to every customer. This report is available online to anyone including new customers. It explains water quality and provides details to customers where they can get more information on water conservation. The Water Utilities Department employs the following methods to raise water resources awareness and to instill the importance of conservation in the community: 27 • Multi-tiered media campaign – Annual television, radio, and print campaigns promoting water use efficiency. Agreements with radio and television stations provide for matching airtime for each ad purchased by the City. • Billboard advertisement – Ads on billboards, bus benches, and other public spaces are used to promote water conservation and water quality. • Website – The department's Water Conservation website includes tips on outdoor and indoor conservation, Xeriscape landscaping, irrigation regulations, and educational materials for youth. • Printed brochures – The City provides the public with printed brochures on various topics ranging from Xeriscaping to indoor water conservation. They are produced by several entities, including the Water Utilities Department, the Texas Water Development Board, and Texas A&M AgriLife Extension and are available at multiple City locations and programs. • School Education – Programs targeted to grade schools. • Xeriscape Learning Center and Design Garden – As part of the Corpus Christi Museum of Science and History, the Xeriscape Corpus Christi Steering Committee, in partnership with the City, maintains a Xeriscape demonstration garden with more than 100 plant varieties. Within the garden an educational gazebo, The Water Story Exhibit, showcases an 8-foot interactive topographic map of the Nueces River Basin. A second gazebo named the Learning Center features practical landscape ideas and photographs. Educational Walk 'n' Talk Tours are held annually to enhance public education. • City Call Center and Request Line – The City's Call Center (361 826-CITY) was created to encourage customers to report water line breaks and to request service calls. Customers may also utilize a dedicated Water Hotline number (361 826-1600) to request water conservation kits and other information. To track the progress and effectiveness of this educational effort, the Water Utilities Department tracks the following information when possible: • Number of activities, pieces of information distributed, and number of customers at an activity or program; • Number of public school children who received instruction in water resources or water conservation; • Number of news programs or advertisements that featured the water conservation message and how many customers had the opportunity to receive each message; • Total budget by category for public information; and • Results of annual or biannual customer survey and/or focus groups to determine the reach and impact of the program. Water savings due to public information efforts are difficult to quantify. Water savings for other public information programs that result in specific actions by customers, such as changes in irrigation scheduling or reduction in water waste occurrences, may be quantified through surveys or analysis of water waste reporting in future years. 28 5.7.3 Water-Wise Land scape Design and Cons ervation Program The use of water for outdoor irrigation can often account for over 50% of a customer’s consumption. The purpose of this program is to decrease both peak summertime water consumption and overall water use through the installation of water-wise landscapes at residential and commercial properties, and through improved efficiency of existing landscapes. Water-wise landscaping involves not only plant selection, but continued attention to appropriate irrigation and landscape maintenance. The program is multifaceted, implemented through a landscape standard (Section 5.4), school education (Section 5.7.1), public outreach (Section 5.7.2), and city-implemented measures (Section 5.6). Below are some public-outreach programs explained in more detail that specialize in water-wise landscaping or emphasize the importance of using less outdoor water. • Xeriscape To-Go: Planning and Designing a Gardener's Dream – This brochure, available in both print and online and was designed to educate local residents on how to design and maintain a water-wise garden. It features a list of plants suitable for the Coastal Bend and an explanation of the seven principles of Xeriscaping. • Purple Water-Wise Plant Labels – A brochure produced in cooperation with Xeriscape Corpus Christi, commercial nurseries, and Texas A&M AgriLife Extension to bring public awareness to lists of plants that are proven performers in the Coastal Bend since 2004. Water-wise plants are labeled with purple tags at commercial nurseries for easy identification. Purple labels are affixed to water- wise and drought-tolerant plants offered at retail nurseries. To encourage the seven principles of Xeriscape landscaping, the non-profit organization, Xeriscape Corpus Christi, was formed. The organization built and maintains a demonstration Xeriscape garden at the Museum of Science and History. The steering committee's members include the City of Corpus Christi Water Utilities Department, Public Works Department, Park and Recreation Department, Nueces County Master Gardeners, and Texas A&M AgriLife Extension of Nueces County. 5.8 Water Conservation Pricing One of the most effective methods to influence water consumption is through changes in price structure. Water conservation pricing is a type of structure that promotes conservation by making the water rate higher as consumption increases. Another term for this type of structure is increasing block rate. The City has an increasing block rate structure for residential customers which is not “promotional.” It ensures that residents receive their most basic needed water at a reasonable price, which covers the fixed costs of the Water Utilities Department. They are billed on actual metered water use. As consumption goes into discretionary amounts, the price per gallon increases, resulting in a higher bill. A copy of the current water rate structure 29 is attached as Appendix C. At least annually, the Water Utilities Department staff will review consumption patterns (including seasonal use) and the income and expense levels to determine if the conservation rates are effective. They then make appropriate, regular rate structure adjustments as needed. In the past, such studies resulted in an elimination of the decreasing block rate for industrial accounts and increasing block rates for residential customers. In order to further encourage conservation, the Water Utilities Department will examine the follow potential pricing measures: 1. Seasonal rates to reduce peak demands during summer months. 2. Increasing block rates for other customer classes. 3. Restructuring of commercial rate structure to an increasing block rate. The successful transition to a new rate structure will include public input and a process to educate the community about the new rate structure. Public involvement in the development and implementation of conservation rates helps to assure that the goals of the conservation pricing initiatives are met and accepted by local constituents. Public meetings, advisory groups, and public announcements are among ways to generate public involvement. 5.9 Coordination with Region N (Coastal Bend) Regional Water Planning Group The service area of the City of Corpus Christi is located within the Coastal Bend, designated as Region N Planning area, and the City has provided a copy of its Water Conservation and Drought Contingency Plan to the Coastal Bend Regional Water Planning Group (RWPG). The Region N Planning Group was initially appointed by the Texas Water Development Board (TWDB), under the authority of Senate Bill 1, and includes representatives from 12 interests including the public, counties, municipalities, industries, agriculture, the environment, small businesses, electric-generating utilities, port authorities, river authorities, water districts, and water utilities from across the region. This Plan is consistent with the City's role as a leader in water supply planning in Region N, and meets the standards for water conservation planning in TAC Chapter 288. 5.10 Method to Monitor the Effectiveness of Conservation Measures The best way to monitor to the effectiveness of the conservation measures of this chapter is to track the per capita water use. As was mentioned in Chapter 4, the goal of this Plan is to reduce per capita water use (gcpd) by one percent each year over the next decade. Successful water conservation measures will result in a reduction of that per capita water use. Because water use can vary each year due to weather conditions, the City will consider rainfall amounts when analyzing water use. 5.11 Means of Implementation and Enforcement This Water Conservation Plan was approved by the Corpus Christi City Council on September 29, 2020. The passage of this WCP provides the Water Utilities the authority and guidance to implement the included conservation measures and programs. 30 The Water Resource Management Ordinance provides the legal authority for the City of Corpus Christi to enforce certain conservation measures and all drought contingency measures. A copy of the Water Resource Management Ordinance (Section 55) is attached as a supporting document. 5.12 Reservoir System Operating Plan Because all customers rely on the reservoir systems for their supplies, they are subject to the Reservoir Operating Plan. A copy of this is included in Appendix D. 6. Wholesale Customer Conservation 6.1 Introduction The City of Corpus Christi serves four wholesale customers with treated water and seven wholesale customers with raw water. As part of the Water Conservation Planning Process, it is important to keep customers informed of the City’s decision making processes. This chapter explains the conservation goals that the City encourages its wholesale customers to adopt. Although wholesale customers outside of the city limits are not legally bound by the ordinances of Corpus Christi, the City requires wholesale customers to adopt conservation measures outlined in the Plan. It helps to ensure the region’s water security and also ensures that customers, both inside and out of the City, are treated equitably. Section 6.5 explains the contractual requirements between the City and its wholesale customers. 6.2 Wholesale Customer Targets and Goals The best way to reduce water waste and increase conservation is to set targets and goals. As mentioned in Chapter 4, the City of Corpus Christi has set a water conservation goal of one percent annual reduction in consumption which translates to 184 gpcd in 2029. The City, though it has no authority to require it, suggests to each of its wholesale customers to achieve a one percent annual reduction in consumption. The Coastal Bend Regional Water Planning Group recommends consumption reductions as shown below in Table 6.1. The gpcd of wholesale customers is shown with 5- and 10-year consumption goals. Though the group’s targets are not as aggressive as the City’s, they still help in conserving the region’s water supplies. 31 Table 6.1 Wholesale Customer Consumption and Goals of Regional Water Planning Group (gcpd) Wholesale Customer 5 – Year Goal 10 –Year Goal Alice Water Authority 176 173 Beeville Water Supply District 110 100 Nueces County WCID 4 (Port Aransas) 396 376 San Patricio Municipal Water District 141 134 South Texas Water Authority 145 140 6.3 Metering, Monitoring, and Records Management The City meters all water diverted from the raw water supply to its wholesale customers. The City also meters all treated water delivered to its wholesale customers. By contrast, these meters are calibrated on a semiannual basis, and must be accurate within 2 percent. The meters are read on a monthly basis for billing purposes. A summary report is prepared, which aggregates all meter readings from wholesale raw water meters, wholesale treated water meters, and all retail customers, as well as the readings from the meters at the intake to the O. N. Stevens Water Treatment. 6.4 Leak Detection and Repair The treated water wholesale customers are supplied from portions of the City's distribution system. The meter location is the point of sale at which the water enters the customer's system. From there, it is the customer's responsibility to operate and maintain. The portions of the City's distribution system that serve these wholesale customers are subject to the same leak detection and repair program described Section 5.4.5, System Water Audit and Water Loss. All raw water delivery systems to the wholesale customers are owned and operated by those customers. Therefore, they are responsible for any leak detection and repair programs as well as for unaccounted-for water. Wholesale customers are encouraged to voluntarily report their results to the City in order to promote cooperative efficiency efforts. In addition, wholesale customers are encouraged to keep their water loss rates below ten percent. 6.5 Contractual Requirements The City has raw water contracts with various wholesale customers including: Alice Water Authority, Beeville Water Supply District, City of Mathis, and San Patricio Municipal Water District. The city also has wholesale contracts for treated water which include Nueces County Water Improvement District No. 4 (Port Aransas), San Patricio 32 Municipal W ater District, South Texas Water Authority, and the Violet W ater Supply Corporation. Industrial wholesale customers include Celanese and Flint Hills Resources. All of these contracts contain language related to water use restrictions in drought situations. Each contract has a section requiring the customer to accept reduced volumes in the event of shortages in supply, whether due to natural or unforeseen circumstances which prevent the City from delivering the water. With the exceptions of the Beeville Water Supply District and San Patricio Municipal Water District contracts, the contracts further stipulate that should there be a shortage in the basic supply of water which requires the restriction or curtailing of any consumer of water within the city limits of Corpus Christi, that the wholesale customer shall limit and restrict all of its customers to the same extent. The San Patricio Municipal Water District has the discretion to either implement water conservation and drought measures similar to those imposed by the City or to reduce the water it takes from the City's water supply system. If the district elects to reduce the amount of water it takes from the City's water supply system, the reductions are based on the average deliveries for the same month of the year over the three previous years. The percent of the reduction is based on the available water in the City's reservoir system. The required decrease in the amount of water that can be taken is 10% when the reservoirs fall below 40% (Stage 1), 20% when the reservoirs fall below 30% (Stage 2), 30% when the reservoirs fall below 20% (Stage 3), and Stage 4 would be an emergency condition such as a system outage or contamination event separate from lake levels. The San Patricio Municipal Water District contract includes provision for year-round conservation. As the need to renegotiate other contracts arises, the City will include contract language requiring conformance with applicable state and federal regulations concerning water conservation. The City will require in every wholesale water supply contract entered into or renewed after official adoption of this Plan (by either ordinance, resolution, or tariff), including any contract extension, that each wholesale customer develop and implement a water conservation plan and drought contingency plan or water management measures using the applicable elements in this Plan and City’s Drought Contingency Plan (City Ordinance 55-151). If the customer intends to resell the water, the contract between the initial supplier and customer must provide that the contract for the resale of the water must have water conservation and drought contingency requirements so that each customer in the resale of the water will be required to implement water conservation measures and drought contingency measures in accordance with the provisions of this Plan and the Drought Contingency Plan. Appendix A UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 1 of 13 Last Name: Utilities Compliance Superintendent Maria 20207 1947, 2345, 2464-A, 3214-C, 5434-F, 5655, 5736 Corona TX1780003 CONTACT INFORMATION Name of Utility: Public Water Supply Identification Number (PWS ID): Certificate of Convenience and Necessity (CCN) Number: Surface Water Right ID Number: Wastewater ID Number: Contact: First Name: Title: Address: City: Zip Code: Telephone Is this person the designated Conservation Coordinator? Email: Date: Email Yes No Regional Water Planning Group: Groundwater Conservation District: Our records indicate that you: Received financial assistance of $500,000 or more from TWDB Have 3,300 or more retail connections Have a surface water right with TCEQ A.Population and Service Area Data •Current service area size in square miles: N 10554 City of Corpus Christi 205 Corpus Christi State: TX mariacr@cctexas.com 8/27/2019 2726 Holly Rd 78413 Zip+4: Number: 3618261826 UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 2 of 13 2.Historical service area population for the previous five years, starting with the most current year. Year Historical Population Served By Retail Water Service Historical Population Served By Wholesale Water Service Historical Population Served By Wastewater Water Service 2019 326,554 0 2018 325,733 0 2017 324,074 0 2016 320,435 229,565 2015 320,231 180,000 3.Projected service area population for the following decades. Year Projected Population Served By Retail Water Service Projected Population Served By Wholesale Water Service Projected Population Served By Wastewater Water Service 2030 362,388 565,243 362,388 2040 381,044 589,035 381,044 2050 391,967 607,332 391,967 2060 400,094 621,759 400,094 2070 405,536 632,862 405,536 4.Described source(s)/method(s) for estimating current and projected populations. Attached file(s): File Name File Description TWDB supplied pop_Region_N_2021_plan.xlsx 2021 Regional Water Plan Population Projections UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 3 of 13 B.System Input System input data for the previous five years. Total System Input = Self-supplied + Imported – Exported Year Water Produced in Gallons Purchased/Imported Water in Gallons Exported Water in Gallons Total System Input Total GPCD 2019 22,038,810,651 0 436,220,522 22,475,031,173 201 2018 24,053,096,907 0 1,284,475,258 22,768,621,649 192 2017 22,903,189,691 0 1,344,741,237 21,558,448,454 182 2016 25,064,414,141 0 1,327,069,388 23,737,344,753 203 2015 23,269,618,947 15,099,738,852 12,668,445,835 25,700,911,964 220 Historic Average 23,465,826,067 3,019,947,770 3,412,190,448 23,248,071,599 200 C.Water Supply System 1. Designed daily capacity of system in gallons 120,000,000 2. Storage Capacity 2a. Elevated storage in gallons: 5,000,000 2b. Ground storage in gallons: 8,600,000 UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 4 of 13 D. Projected Demands 1. The estimated water supply requirements for the next ten years using population trends, historical water use, economic growth, etc. Year Population Water Demand (gallons) 2020 332,709 34,122,925,486 2021 337,367 34,426,619,523 2022 342,090 34,733,016,437 2023 346,879 35,042,140,283 2024 351,736 35,354,015,332 2025 356,660 35,668,666,068 2026 361,653 35,986,117,196 2027 366,716 36,629,520,542 2028 371,850 36,955,523,275 2029 382,335 37,284,427,432 2030 416,439 40,610,198,359 2. Description of source data and how projected water demands were determined. The population projections were estimated with a 0.0892% population growth. Water Demand was projections were estimated with 0.0892% UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 5 of 13 E. High Volume Customers 1. The annual water use for the five highest volume RETAIL customers. Customer Water Use Category Annual Water Use Treated or Raw Valero Corporation Industrial 5,238,887,000 Treated Citgo Corporation Industrial 1,359,335,000 Treated Flint Hills Resources Industrial 1,191,964,548 Raw Lyondell Besell Industrial 1,774,217,000 Treated Corpus Christi Cogeneration Industrial 590,475,000 Treated 2. The annual water use for the five highest volume WHOLESALE customers. Customer Water Use Category Annual Water Use Treated or Raw San Patricio Municipal Water District Municipal 7,265,639,154 Raw City of Alice Municipal 2,044,012,513 Raw City of Beeville Municipal 1,372,501,548 Raw South Texas Water Authority Municipal 546,900,000 Treated Nueces County WCID #4 Municipal 334,332,000 Treated F. Utility Data Comment Section Additional comments about utility data. UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 6 of 13 Section II: System Data A. Retail Water Supplier Connections 1. List of active retail connections by major water use category. Water Use Category Type Total Retail Connections (Active + Inactive) Percent of Total Connections Residential - Single Family 100,282 90 % Residential - Multi-Family 1,148 1 % Industrial 27 0.02 % Commercial 7,612 7 % Institutional 1,245 1.1 % Agricultural 0 0.00 % Total 110,314 100.00 % 2. Net number of new retail connections by water use category for the previous five years. Net Number of New Retail Connections Year Residential - Single Family Residential - Multi-Family Industrial Commercial Institutional Agricultural Total 2018 2017 2016 2015 2014 UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 7 of 13 B.Accounting Data The previous five years’ gallons of RETAIL water provided in each major water use category. Year Residential - Single Family Residential - Multi-Family Industrial Commercial Institutional Agricultural Total 2019 5,651,208,796 1,390,300,939 10,875,599,656 3,336,176,829 785,524,431 0 22,038,810,651 2018 5,546,113,000 1,362,233,000 11,148,298,000 3,471,732,000 1,546,572,000 0 23,074,948,000 2017 6,034,448,450 1,494,068,000 8,188,363,000 3,043,424,000 678,662,000 0 19,438,965,450 2016 5,589,095,000 1,591,016,000 10,794,585,000 3,077,473,000 606,886,000 0 21,659,055,000 2015 6,058,677,000 1,655,549,000 10,927,064,000 3,150,832,000 928,322,000 0 22,720,444,000 C.Residential Water Use The previous five years residential GPCD for single family and multi-family units. Year Residential - Single Family Residential - Multi-Family Total Residential 2019 30 29 59 2018 33 33 66 2017 32 32 64 2016 30 31 61 2015 33 33 66 2014 52 21 73 Historic Average 36 30 66 UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 8 of 13 D.Annual and Seasonal Water Use 1.The previous five years’ gallons of treated water provided to RETAIL customers. Month Total Gallons of Treated Water 2019 2018 2017 2016 2015 January 1,645,700,000 1,739,185,225 1,799,185,225 1,817,185,225 1,769,185,225 February 1,488,988,768 1,432,185,225 1,628,185,225 1,747,185,225 1,469,185,225 March 1,729,265,346 1,786,185,225 1,771,185,225 1,722,185,225 1,804,185,225 April 1,707,664,225 1,757,185,225 1,804,185,225 1,573,185,225 1,894,185,225 May 1,857,007,342 2,029,185,225 1,968,185,225 1,694,185,225 1,960,185,225 June 1,942,713,283 2,178,185,225 1,912,185,225 1,755,185,225 2,003,185,225 July 2,296,315,566 2,143,185,225 2,174,185,225 1,991,185,225 2,198,185,225 August 2,425,930,079 2,192,185,225 2,131,185,225 2,078,185,225 2,311,185,225 September 1,954,393,912 1,770,185,225 1,854,185,225 1,859,185,225 2,038,185,225 October 1,935,354,061 1,770,185,225 1,854,185,225 1,751,185,225 1,923,185,225 November 1,724,464,548 1,640,185,225 1,832,185,225 1,635,185,225 1,855,185,225 December 1,767,234,042 1,673,185,225 1,726,185,225 1,665,185,225 1,870,185,225 Total 22,475,031,173 22,111,222,700 22,455,222,700 21,289,222,700 23,096,222,700 UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 9 of 13 2.The previous five years’ gallons of raw water provided to RETAIL customers. Month Total Gallons of Raw Water 2019 2018 2017 2016 2015 January 174,510,000 115,828,400 184,678,400 96,608,900 45,776,200 February 133,850,000 150,378,000 147,539,000 68,863,800 143,190,200 March 125,150,000 135,481,000 187,304,000 114,625,900 100,729,600 April 105,880,000 181,971,500 153,458,360 120,504,600 73,477,016 May 72,450,000 184,758,200 143,048,640 94,475,200 125,432,194 June 98,440,000 60,706,000 36,786,400 53,759,600 55,820,390 July 143,880,000 120,239,019 60,681,400 183,442,900 148,819,200 August 171,430,000 99,710,406 103,786,000 119,090,200 158,387,000 September 164,520,000 67,777,008 90,382,900 79,231,000 130,416,700 October 172,940,000 153,475,821 146,291,000 145,655,397 145,981,248 November 149,260,000 104,272,320 93,214,400 136,531,569 29,978,292 December 163,990,000 119,913,168 103,185,400 126,756,039 37,147,014 Total 1,676,300,000 1,494,510,842 1,450,355,900 1,339,545,105 1,195,155,054 3.Summary of seasonal and annual water use. Summer RETAIL (Treated + Raw) Total RETAIL (Treated + Raw) 2019 7,078,708,928 24,151,331,172 2018 6,794,211,100 23,605,733,542 2017 6,418,809,475 23,905,578,600 2016 6,180,848,375 22,628,767,805 2015 6,875,582,265 24,291,377,754 2014 7,104,872,381 39,969,442,019 Average in Gallons 6,674,864,719.20 26,880,179,944.00 UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 10 of 13 E.Water Loss Water Loss data for the previous five years. Year Total Water Loss in Gallons Water Loss in GPCD Water Loss as a Percentage 2019 1,770,594,834 15 7.38 % 2018 1,968,883,749 17 8.65 % 2017 1,945,982,363 16 9.02 % 2016 1,679,428,947 14 7.08 % 2015 2,597,051,964 22 10.10 % Average 1,992,388,371 17 8.45 % F.Peak Day Use Average Daily Water Use and Peak Day Water Use for the previous five years. Year Average Daily Use (gal) Peak Day Use (gal) Ratio (peak/avg) 2019 61,502,348 69,099,887 1.1235 2018 64,673,242 73,850120 1.1419 2017 65,494,735 69769668 1.0653 2016 61,996,624 67183134 1.0837 2015 66,551,719 74734589 1.1230 G.Summary of Historic Water Use Water Use Category Historic Average Percent of Connections Percent of Water Use Residential - Single Family 5,775,908,449 90.92 % 25.63 % Residential - Multi-Family 1,498,633,388 1.04 % 6.30 % Industrial 10,386,781,931 0.02 % 49.34 % Commercial 3,215,927,566 6.90 % 15.16 % Institutional 909,193,286 1.12 % 3.55 % Agricultural 0 0.00 % 0.00 % UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 11 of 13 H. System Data Comment Section Attached file(s): File Name File Description Section III: Wastewater System Data A. Wastewater System Data 1. Design capacity of wastewater treatment plant(s) in gallons per day: 2. List of active wastewater connections by major water use category. Water Use Category Metered Unmetered Total Connections Percent of Total Connections Municipal 95,638 0 95,638 92.89% Industrial 14 0 14 0.01% Commercial 6,644 0 6,644 6.45% Institutional 657 0 657 0.64% Agricultural 0 0 0 0% Total 102,953 0 102,953 100% 3. Percentage of water serviced by the wastewater system: 42,700,000 UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 12 of 13 4.Number of gallons of wastewater that was treated by the utility for the previous five years. Month Total Gallons of Treated Water 2019 2018 2017 2016 2015 January 812,260,000 850,000,000 749,000,000 861,000,000 809,000,000 February 726,370,000 724,000,000 693,000,000 721,000,000 738,000,000 March 771,710,000 831,000,000 892,000,000 946,000,000 1,070,000,000 April 803,420,000 757,000,000 770,000,000 806,000,000 1,045,000,000 May 914,150,000 795,000,000 857,000,000 1,054,000,000 1,325,000,000 June 838,350,000 1,030,000,000 878,000,000 898,000,000 937,000,000 July 808,670,000 967,000,000 820,000,000 833,000,000 888,000,000 August 795,930,000 834,000,000 783,000,000 866,000,000 824,000,000 September 823,980,000 1,358,000,000 829,000,000 852,000,000 836,000,000 October 800,470,000 978,000,000 828,000,000 807,000,000 917,000,000 November 795,990,000 889,000,000 765,000,000 770,000,000 833,000,000 December 824,620,000 794,000,000 878,000,000 767,000,000 820,000,000 Total 9,715,920,000 10,807,000,000 9,742,000,000 10,181,000,000 11,042,000,000 5.Could treated wastewater be substituted for potable water? Yes No UTILITY PROFILE FOR RETAIL WATER SUPPLIER Page 13 of 13 B.Reuse Data 1.Data by type of recycling and reuse activities implemented during the current reporting period. Type of Reuse Total Annual Volume (in gallons) On-site Irrigation Plant wash down Chlorination/de-chlorination Industrial Landscape irrigation (park,golf courses) 5,858,863 Agricultural Discharge to surface water Evaporation Pond Other Total 5,858,863 C.Wastewater System Data Comment Additional comments and files to support or explain wastewater system data listed below. Appendix B ''frkXAS NATURAL RESOURCE CONSERVATION COMMISSION AN AGREED ORDER Amending the operational procedures and continuing an Advisory Council pertaining to Special Condition 5.B., Certificate of Adjudication No. 21-3214; Docket No. 2001-0230-WR On April 4, 2001, came to be considered before the Texas Natural Resource Conservation Commission(" Commission") the Motion by the City of Corpus Christi and.Nueces River Authority for the adoption of an amendment to the Agreed Order issued April 28, 1995, establishing operating procedures pertaining to Special Condition 5.B., Certificate of Adjudication No. 21-3214, held by the City of Corpus Christi, the Nueces River Authority, anci. the City of Three Rivers" (the two cities and river authority shall be referred to herein as "Certificate Holders"). The Certificate Holders and the Executive Director of the Texas Natural Resource Conservation Commission have agreed-to the provisions of this Agreed Order. The City of Corpus Christi (managing entity) requests that Section 2 of this Agreed Order be amended to add further detail to the provisions regarding the use ofwater for bays and es tuaries ·· and to make changes in the required passage of inflows for the bays and estuaries automaticat'40 percent and 30 percent of total reservoir system capacity upon institution of mandatory oi1tdo6r watering restrictions. Additionally, Certificate Holders request the most recent bathymetiic sunf�ys be used for determining reservoir system storage capacity. The Certificate Holders request details be added regarding provisions for two projects to enhance/augment the amount of freshwater going into the receiving estuary and timelines for those projects. After considering the proposals and the presentations of the parties, the Commission finds that it has authority to es tablish operational procedures under Special Condition 5.B. of Certificate of Adjudication No. 21-3214, and that operational procedures previously established should be amended. The Commission finds that, because of the need to continue to monitor the ecological environment and health of related living marine resources of the estuaries to assess the effectivepess · . of freshwater inflows provided by requirements contained in this Agreed Order relatingtoreleasis and spills :ft:oin Choke Canyon Reservoir and Lake Corpus Christi (collectivelyreferred.t6 as''.the Reservoir System); as �ell as 'return flows, andto evaluate potential impacts which may occur:t6;the reservoirs as well as to the availability of water to me.et the needs of the CeitificateHolders and their·. customers which may result from those operational procedures, the existing advisory council should be maintained to consider such additional information and related issues and to formulate recomme;ndations for the Commission's review. The Commission additionally finds that based on the preliminary application of the Texas Water Development Board's _Mathematical Programming Optimization Model, (GRG-2),' 138,000 acre-feet of fresh water is necessary to achieve maximum harvest in the Nueces Estuary; and, therefore, when water is impounded in the Lake Corpus Christi-Choke Canyon Reservoir System to the extent greater than 70 percent of the system's storage capacity, the delivery of 138,000 acre-feet ofwater to Nueces Bay and/or the Nueces Delta,by a combination of releases and spills, together with diversions and return flows noted below,should be accomplished;and that during periods when the reservoir system contains less than 70 percent storage capacity,reductions in releases an"d spill?,along with diversions artd return flows,are appropnate in that a satisfactory level of marine harvest will be sustained·and the.ecological health of the receiving estuaries will be maintained. The Commission finds that return flows,other than to Nueces Bay and/or the Nueces Delta, that are delivered to Corpus Christi Bay and other receiving estuaries are currently in the assumed amount of 54,000 acre-feet per annum (per calendar year),and that they shall be credited at this amount until such time·as it is shown that actual return flows to Corpus Christi Bay and other receiving estuaries exceed 54,000 acre-feet per annum. The Commission finds that by contractual relationships,the City of Corpus Christi is the managing entity for operating the Reservoir System. The Commission finds that the Motion by the City of Corpus Christi and Nueces River Authority to Amend this Agreed Order is reasonable and should be granted.Benefits ofthe proposed diversion project and operating changes will include increased water supply,increased reservoir storage levels,increased positive flow events for Rincon Bayou and the upper Nueces Delta, increased sources of nitrogen for the upper delta,and lower salinitylevels in the upper delta. When the Commission ases the word "release"in this Order,release means spills,inflow passage,intentional releases,and return flows;provided,however,under this Order no release from storage is required to meet conditions ofthis Order. By consenting to the issuance ofthis Agreed Order,no party admits or denies any claim,nor waives \vith respect to any subsequent proceeding any interpretation or argument which may be contrary to the provisions of this Agreed Order. Nnw,THEREFORE,BE IT ORDERED BY THE TEXAS NATURAL RESOURCE CONSERVATION COMMISSION THAT:"I 1..a;The City ofCorpus Christi,as operator of the Choke:Canyon.(Lake "Corpus Christi "reservoirs "(the "Reservoir.System'i),shall provide not less than 151,000 ac::re.:[eet of . water per annum (per Galeridar year)for the estuaries by a combination of releases ana spills from the Reservoir System at Lake Corpus Christi Dam and return flows .to Nueces and Corpus Christi Bays and other receiving estuaries (including such credits as may be appropriate for diversion of river flows and/or return flows to the Nueces Delta and/or Nueces Bay),as computed and to the extent provided for herein. b..When water impounded in the Reservoir System is greater than or equal to 70 percent of storage capacity,a target amount of 138,000 acre-feet is to be delivered to Nueces Bay and/or the Nueces Delta by a combination ofreleases,and spills from Page 2 of 11 the Reservoir System as well as diversions and return flows.In accordance with the monthly schedule and except as provided othenvise in this Agreed Order,target inflows to Nueces Bay andlor the Nueces Delta shall be in the acre-foot amounts as follow:· January 2,500 Jilly 6,500 February 2,500 August 6,500 March 3,500 September 28,500 April 3,500 October 20,000 May 25,500 November .9,000 June 25,500 December 4,500 It is expressly provided,however,that releases from Reservoir System storage shall not be required to satisfy the above targeted inflow amounts,as calculated in Subparagraph d. c.When water impounded in the Reservoir System is less than 70 percent but greater than or equal to 40 percent ofstorage capacity,a targeted amount of97,000 acre-feet is to be delivered to Nueces Bay andlor the Nueces Delta by a combination of releases and spills from the Reservoir System as well as diversions and return flows . .In accordance with the monthly schedule and ~xcept as provided otherwise in this Agreed·Order,targetinflo.ws to Nueces Bay andlor the Nueces Delta shall be in the· acre-foot amounts as follows:.... January 2,500 July·4,500 February 2,500 August 5,000 March 3,500 September 11,500 April 3,500 October 9,000 . May 23,500 November 4,000 June 23,000 December 4,500 It is expressly provided,however,that releases from Reservoir System storage shall not be required to satisfy the above targeted inflow amounts as calculated in Subparagraph d... d.The amounts ~f~ate~required in subparag(aphs tb.and 1.~.will ~on,slst ofr~turn flows,and intentional diversions,as well as spills and releases from the Reservoir System as defined in this subparagraph.For purposes of compliance with monthly targeted amounts prescribed above,the spills and releases described in this paragraph shall be measured at the U.S.Geological Survey stream monitoring station on the Nueces River at Calallen,Texas (USGS Station No.08211500).Any inflows, including measured wastewater effluent and rainfall runoffmeeting lawful discharge standards which are intentionally diverted to the upper Nueces Delta region,shall be credited toward the total inflow amount delivered to Nueces Bay andlor the Nueces Page 30f 11 Delta.Inflow passage from the Reservoir System for the purpose ofcompliance with the monthly targeted amounts prescribed in subparagraphs l.b.and 1.c.shall in no case exceed the estimated inflow to Lake Corpus Christi as if there were no impoundment ofinflo\vs at Choke Canyon Reservoir.The estimated i:q.flow to Lake Corpus'Christi as if there \.vere no impouridinent of inflows at Choke.Canyon Reservoir shall be computed as the sum ofthe flows measlired at the U.S.Geological Survey(USGS)STREANIFtOWGAGINGSTATIONSONTHENuecesRivernear Three Rivers (USGS No.082,10000),Frio River at Tilden,Texas (USGS No. 08206600),and San Miguel Creek near Tilden,Texas (USGS No.08206700)less computed releases and spills from Choke Canyon Reservoir. e.The passage of inflow necessary to meet the monthly targeted allocations may be distributed over the calendar month in a manner to be determined by the City.Relief from the above requirements shall be available under subparagraphs (1)or (2)below and Section 2.(b)and 3.(c)at the option of the City of Corpus Christi.However, passage of inflow may only be reduced under one ofthose subparagraphs below,for any given month. (1)Inflows to Nueces Bay and/or the Nueces Delta in excess of the required monthly targeted amount may be credited for up to fifty (50)percent of the targeted requirement for thefoUowing month,based on the amount received. (2)When the mean salinity in Upper Nueces Bay (Lat.2r 51 '02",Long.97°28'52")for a 10-day period,ending at any time during the calendar month for which the reduction of the passage of inflow is sought,is below the SUB*,pass through of inflow from the reservoir system for that same calendar month may be reduced as follows: (a)For any month other than May,June,September and October,if 5 parts per thousand (ppt)below the SUB for the month,a reduction of 25%of the current month's targeted Nueces Bay inflow; (b)If 10 ppt below the SUB for the month,a reduction of 50 %of the current month's targeted Nueces Bay inflow'except that ,credit under thIs provision is limited to 25'%during'the'm6nths of May,June, September and October;, .' *"SUB"means "salinity upper bounds"as set forth more specifically in Section 3.b. (c)If 15 ppt below the SUB for that month,a reduction of75%of the current month's targeted Nueces Bay inflow. Page 4 of 11 £The City of Corpus Christi shall submit monthly reports to the Commission containing daily inflow amounts provided to the Nueces Estuary in accordance with this Agreed Order through releases,spills,return flows and other freshwater inflows. .. ,2.a: , Certificate holders are to provide in any future contracts'Of any amendments,'. modifications or changes to existing contracts the condition that all wholesale, customers and any subsequent wholesale customers shall develop and have in effect a water conservation and drought managementplan consistent with Commission rule. The City of Corpus Christi shall solicit from its customers and report to the Commission annually the result ofconservation under the City's plan,the customers' plans,and the feasibility of implementing conservation plans and programs for all users of water from the reservoir system.This report shall be submitted with the Certificate Holder's annual water use report as provided by 31 T.A.C.§295.202. b.The Certificate Holders may reduce targeted Nueces Bay inflows during times of prolonged drought in accordance with this subparagraph 2.. .; (1)When the combined storage in the Choke Canyon/Lake Corpus Christi reservoir systerp.(Reservoir System Storage)falls below 50%of the total system storage capacity,the City of Corpus Christi shall issue public notice advising"and informing the water ,users of the region of voluntary conservation measUres that are reqllested irrimediatelyand required drought management measures to be taken should the R~servoir System ~St-orage.fan ' to under 40%and/or 30%of total system:storage ,capacity.To the'extent of its legal authority,the City of Corpus Christi shall require its wholesale customers to issue public notice advising and informing the water users ofthe region ofvoluntary conservation measures that are requested immediately and required drought management measures to be taken should the Reservoir System Storage fall to under 40%andlor 30%of total system storage capacity. (2)In any month when Reservoir System Storage is less than 40%,but equal to or greater than 30%of total,system storage capacity,the City of Corpus Christi shall implement time of day outdoor watering restrictions and shall redllce targeted inflows to Nueces Bay to 1,200 acre-feet per nion~h.(1,200' acre-feetper month represents the quantity otwater that is the medi'al1 inflow into Lake Corpus Christi during the drought ofrecord).Time of day outdoor watering restrictions prohibit lawn watering between the hours of 10:00 o'clock a.m.and 6:00 o'clock p.m.and are subject to additional conditions as described in the City of Corpus Christi's approved "Water Conservation and Drought Contingency Plan ("Plan")."To the extent ofits legal authority, the City ofCorpus Christi shall require its wholesalecustomers to implement time of day outdoor watering restrictions similar to those ofthe City. Page 5 of 11 (3)In any month when Reservoir System Storage is less than 30%oftotal system storage capacity,the City of Corpus Christi shall implement a lawn watering schedule in addition to time of day outdoor watering restrictions (see .sllbp'aragraph 2.b.(2))and'shall suspend thepassage of inflo\v from'the .. Reservoir System for targeted inflows to Nueces Bay.However,return flows directed into Nueces Bay amVor the Nueces Delta shall continue.The lawn watering schedule shall allow customers to water lawns no oftener than every five days,subject to the time of day restrictions described in subparagraph 2.b.(2)and any additional conditions as described in the City's Plan. ... (4)Certificate Holders'may implement whole or partial suspension of the passage of inflow through the reservoir as described above when the City implements,and requires its customers to implement,water conservation and drought management measures at diminished Reservoir System levels,as set forth in subparagraphs b.(2)and b.(3). c.For purposeS of this Agreed Order,Reservoir System storage capacity shall be determined by the most recently completed bathymetric survey ofeach reservoir.As of 2001,completed bathymetric surveys of each reservoir repons conservation storage capacitiesof695,271 acre-feet (below 220.5 feet mean sea level)for Choke Canyon Reservoir (Volumetric'Survey of Choke Canyon Reservoir,TWDB .' September 23,1993)and 241,241 acre-feet (below 94 feet"mean sea level)for Lake Corpus Christi (Regional Water Supply Planning StudY-Phase I Nueces River Basin, HDR,December,1990)..'. d.Percentage ofthe Reservoir System capacity shall be determined on a daily basis and shall govern,in part,the inflow to be passed through the reservoir during the remaining days of the month.. e.Within the first ten days ofeach month,the City ofCorpus Christi shall submit to the Commission a monthly report containing the daily capacity ofthe Reservoir System in percentages and mean sea levels as recorded for the previous month as well as reservoir surface areas and estimated inflows to Lake Corpus Christi assuming no . .impoundment of inflows at Choke Canyon·Reservoir.The rep'ort shall indicate .which gages or measuring devices were used to detertnine Reservoir System capacity . a~destimate inflows to Lake Corpus Christi.. . f.Concurrent with implementing subparagraphs 2.b.(1)through 2.b.(3),the City shall proceed to:. 1.Acquire land rights to properties necessary to re-open the Nueces River Overflow Channel and make the Nueces River Overflow Channel and Rincon Bayou Overflow Channel permanent features ofthe Rincon Bayou Diversion; Page 6 of 11 2.Construct and operate a conveyance facility to deliver up to 3,000 acre-feet per month of required Reservoir System "pass-throughs"directly from the Calallen Pool into the Upper RinconBayou by use of one or two of the five ..authorized poihts of diversion under Certificate of Adjudication No.2464, being the existing Scm Patricio Municipal Water District point of diversion and/or a point on the North bank onhe Calailen Pool located at Latitude 27.8823 oN,Longitude.~7.6254 oW,also be·aring S 27°24'W,4,739 feet from the southwest comer ofthe J.H.W.Ottman Survey,Abstract No.212, San Patricio County,Texas,where the water will be pumped at the maximum rate of 45,000 gprri;and 3.Implement an on-goingmonitoririg and assessment program designed to· facllitate an "adaptive management"program for freshwater inflows into the Nueces Estuary. 4.Constmction necessary to implement subparagraph 2.f.1.shall be accomplished by December 31,2001 and work necessary.to accomplish subparagraph 2.f.2.shall be accomplished by December 31,2002. 5.In the event the City fails·to timely complete the work set forth in subparagraphs 2.£1.and 2.f.2.,this anlendment shall automatically terminate and the provisions of the Agreed Order of Apri128,1995 shall be reinstated and ·become operative despite this amendment;unless tneExecutive Director· grants a modification after considering the recommendations of the Nueces Estuary Advisory Council. .. g.The Executive Director is delegated authon tyto make modifications to subparagraph 2.f.,after considering the recommendations ofthe Nueces Estuary Advisory Council. However,changes may be made through this process only with the City's consent if the changes result/in increased costs to the City. lfthe Executive Direct()r makes modifications to subparagraph 2.f.as authorized in this paragraph,any affected person may file with the chief clerk a motion for reconsideration oftheExecutiveDirectot's action no later.than 23 days after the date ·the Executive Director mails notice ofthe modification to the City.This motion shall .. be considered under the provisions·of 30·'rexasAdministrative Code §50.39(d)and· (eY· h.The City shall obtain all necessary permits from the Commission before beginning these projects.The deadlines set out above include time necessary to apply for,. process and,if necessary,complete hearings on these permits. 3.a.The City of Corpus Christi,with the assistance and/or participation of federal,state .and local entities,shall maintain a monitoring program to assess the effect of this r-; " Page 7 of 11 operating plan on Nueces Bay.The cornerstone ofthis program is the development of a salinity monitoring program.The program shall include at least two monitoring stations,one in upper Nueces Bay (Lat.27°51 '02",Long.97°28'52")and one inmid .Nueces Bay (Lat.27°51'25",Long.9r25'28")with the capability of providing' .continuous salinity and/or conductivity-data,tempeniture;pH,and dissolved oxygen ..' levels.Additional stations may be established at the recommendation of the Advisory Council (continued b~paragraph 4 ofthis Agreed Order)to assess inflow' effects throughout the esttlarine system,but the City shall not be obligated to establish such additional stations except to the extent authorized by its City Council. b.The City of Corpus Christi or its designated representatives shall monitor salinity levels in Upper and Mid-Nueces Bay.The lower (SLB)and upper (SUB)salinity bounds (in parts per thousand-ppt)developed for application ofthe Texas Estuarine Mathematical Programming Model and considered appropriate for use herein,are as follows: SLB SUB SLB SUB January 5 30 July 2 25 February 5 30 August 2 25 March 5 30 September 5 20 April 5 30 .October .5 30 May 1 20 November 5 30 June 1 20 .December 5 30 c.When the average salinity for the third week (the third week includes the seven days from the 15th through 21st)of any month is at or below the subsequent month's estaplishedSLB for upper Nueces Bay (Lat.27°51'02",Long.9r28'52"),noreleases from the Reservoir System to satisfy targeted Nueces Bay inflow mounts shall be required for that subsequent month. d.All data collected as a result ofthe monitoring program required by paragraph 3 of this Agreed Order shall be submitted monthly to ~he Commission within the first ten days of the immediately following month.The Nueces Estuary Adviso'ry Council shall study the feasibility'~f developing a method of.gtanting credits for .inflows' which exceed the -required amounts'to replace the credits that are set out in suoparagraph l.e;(l)and make recommendations to the Commission for possible implementation.That method shall have as its goal the maintenance of the proper ecological environment and health of related living marine resources and the provision ofmaximum reasonable credits towards monthly inflow requirements. 4.a.To assist the Commission in monitoring implementation of this Order a,nd making recommendations to the Commission relating to any changes to this Agreed Order and the establishment of future operating procedures,the Nueces Estuary Advisory Page Bof 11 Council shall be continued.Its members shall include,but are not limited to a qualified representative chosen by each of the·following entities or groups:the Executive Director ofthe Texas Natural Resource C~nservation Commission,whose representative shall serve as chair~he Texas Water Development Board;the Texas Parks and Wildlife Dep'artment;the TexasDepartment ofHealth;the General La~d Office;·the holders of Certificate of Adjudication No.21-3214 (theCities-ofCorpus Christi and Three Rivers and the Nueces River Authority;the University of Texas Marine Science Institute;Tex"as A&M .University -Corpus Christi;Save Lake Corpus Christi;Corpus Christi Chamber of Commerce;the City of Mathis;Coastal Bend Bays and .Estuaries Program,Inc.;a commercial bay fishing group;a conservation group (e.g.-the Sierra Club and the Coastal Bend Bays Foundation); wholesale water suppliers who are customers of the Certificate Holders (e.g.,the South Texas Water Authority and the San Patricio Municipal Water District);the Port of Corpus Christi Authority;arid a representative of industry..The representatives should have experience and knowledge relating to current or future water lise and management or enviromnental and economic needs of the Coastal Bend area. b.No modification shall be made to this Order without the unanimous consent of the .Certificate Holders,except to the extent provided by law. .'.' c.Matters ·to be studied by the Nueces Estuary Advisory Council.andupon which the Executive DireCtor shall certify recommendations to the Commission:shaH include~· but are not limited to: (1)the effectiveness of the inflow requirements contained in ~his Agreed Order on Nueces Estuary and any recommended changes;'. (2).the effect of the releases from the Reservoir System upon the aquatic and wildlife habitat and other beneficial and recreational uses of Choke Canyon Reservoir and Lake Corpus Christi; (3)the development and imp lemeritation ofa short and long-term regional water management plan for the CoastalBend Area; (4)the salinity level to he applied in Paragraphs 1.~.and 3;c.,at which targeted. inflows in the subsequent month may be suspended; (5)the feasibility of discharges at locations where the increased biological productivity justifies an inflow credit computed by multiplying the amount of discharge by a number greater'than one;and developmept of a methodology for granting credits for inflows which exceed the required amount to replace the credits that are set out in subparagraph l.e.That me.thodology shall have as its goal the maintenance of the proper ecological Page 9 of 11 environment and health ofrelated living marine resources and the provision of maximum reasonable credits towards monthly inflow requirements;and, (6)..any othermatter pertinent to the conditions contained in this Agreed Order. Page 10 of11. 5.This Agreed Order shall remain in effect until amended or superseded by the Commission. Issued·date:APR :05 2001·TEXAS NATURAL RESOURCE CONSER:VATION COMMISSION Page 11 of 11 Appendix C Meter Size Minimum Meter Size Minimum 5/8" X 3/4" Residential $12.92 5/8" X 3/4"Residential $15.51 5/8" X 3/4"Commercial 12.92 5/8" X 3/4"Commercial 15.51 1". . . . . . . . . . . . .19.39 1". . . . . . . . . . . . .23.26 1 1/2". . . . . . . . . . . . .32.31 1 1/2". . . . . . . . . . . . .38.77 2". . . . . . . . . . . . .64.60 2". . . . . . . . . . . . .77.52 3". . . . . . . . . . . . .103.36 3". . . . . . . . . . . . .124.04 4". . . . . . . . . . . . .206.72 4". . . . . . . . . . . . .248.07 6". . . . . . . . . . . . .323.00 6". . . . . . . . . . . . .387.60 8" or larger . . . . . . . . . . . . .646.00 8" or larger . . . . . . . . . . . . .775.20 PER 1,000/GALLONS PER 1,000/GALLONS First 2,000 Gallons Minimum First 2,000 Gallons Minimum Next 4,000 . . . . . . . . . .$6.46 Next 4,000 . . . . . . . . . .$2.49 Next 9,000 . . . . . . . . . .7.42 Next 9,000 . . . . . . . . . .3.10 Over 15,000 . . . . . . . . . .8.09 Over 15,000 . . . . . . . . . .3.92 First 2,000 Gallons Minimum First 2,000 Gallons Minimum Over 2,000 . . . . . . . . . .$7.17 Over 2,000 . . . . . . . . . .$3.36 Minimum Minimum Minimum Minimum First 10,000,000 Gallons $24,202.00 First 10,000,000 Gallons $40,382.00 Over 10,000,000 . . . . . . . . . . . . .5.90 Over 10,000,000 . . . . . . . . . . . . .2.20 First 2,000 Gallons $Minimum First 2,000 Gallons $Minimum Over 2,000 . . . . . . . . . . . . .8.09 Over 2,000 . . . . . . . . . . . . .3.92 Metered at the site of treatment Water delivered through City facilities First 2,000 Gallons Minimum First 2,000 Gallons Minimum Over 2,000 . . . . . . . . . .$1.464 Over 2,000 . . . . . . . . . .$2.096 Effective January 1, 2020 First 2,000 Gallons Minimum Raw water rate payers ICL &OCL $1.070/TGAL Over 2,000 . . . . . . . . . .$3.45 Raw water non rate payers ICL & OCL $1.111/TGAL Monthly charge for Raw Water (includes Raw Water Supply Dev)Golf Course/Athletic Field Iirrigation Residential Residential CITY OF CORPUS CHRISTI UTILITY BUSINESS OFFICE UTILITY RATE SCHEDULE WATER SERVICE Effective January 1, 2020 MINIMUM MONTHLY CHARGE (FOR FIRST 2,000 GALLONS) INSIDE CITY LIMITS OUTSIDE CITY LIMITS MONTHLY VOLUME CHARGES PER 1,000 GALLONS (above the minimum level) INSIDE THE CITY LIMITS OUTSIDE THE CITY LIMITS Agency for Resale Commercial Agency for Resale Commercial Large Volume-Large Volume- Residential Irrigation (Water on separate meter)Residential Irrigation (Water on separate meter) Appendix D OPERATIONS PLAN FOR THE LAKE CORPUS CHRISTI-CHOKE CANYON RESERVOIR SYSTEM The following operations plan for the Lake Corpus Christi –Choke Canyon Reservoir water system provides for the two reservoirs to be operated as a regional water supply with primary purpose to be furnishings a dependable supply to the people in the Coastal Bend area. The plan also recognizes the need for the recreational facilities for public use and the Texas Water Commission adjudicated water permit which requires a minimum flow of 151,000 acre-feet of water annually to bays and estuaries from return flows, spills, or fresh water releases from Lake Corpus Christi once Choke Canyon Reservoir fills. The Plan consists of four phases of operation depending on the water levels in the two reservoirs. PHASE I - This phase applies only to the initial filling period of Choke Canyon Reservoir. It is necessary that this reservoir be filled at the earliest opportunity so that all structures and mechanical equipment can be tested. Initial filling of the reservoir also triggers the requirement that minimal flows be made available for bays and estuaries. 1.During the initial period, only the releases requires required by agreement between the City of Corpus Christi and the Texas Parks and Wildlife Department, varying between 15 and 33 cubic feet per second depending on the reservoir level, will be made unless Lake Corpus Christi elevation falls below elevation 86 feet. 2.If water user demand is less than 200,000 acre-feet annually and Lake Corpus Christi is at elevation 86 feet, water will be released from Choke Canyon to maintain this elevation until Choke Canyon Reservoir falls to elevation 184 feet. 3.When Lake Corpus Christi has fallen to elevation 86 feet and Choke Canyon has fallen to elevation 184 feet, Lake Corpus Christi will be allowed to drop to elevation 76 feet, at which time water will be released from Choke Canyon to allow user’s intake structures at Lake Corpus Christi to be used. 4.Should water user demand excess 200,000 acre-feet annually, the water level of Lake Corpus Christi will be allowed to drop to elevation 76 feet prior to releases from Choke Canyon Reservoir. PHASE II - This phase applies after Choke Canyon Reservoir is filled and water user demand is less than 150,000 acre-feet annually. 1.A minimum of 2,000 acre-feet per month will be released from Choke Canyon Reservoir to meet conditions of the release agreement between City of Corpus Christi and the Texas Parks and Wildlife Department. 2.Whenever Lake Corpus Christ water surface falls to elevation 88 feet and Choke Canyon Reservoir surface elevation is above 204 feet, releases will be made from Choke Canyon Reservoir to maintain Lake Corpus Christi surface at elevation 88 feet. 3.Whenever Lake Corpus Christi water surface is at or below elevation 88 feet and Choke Canyon Reservoir surface elevation is below 204 feet, the Choke Canyon release for the current month is made equal to the Lake Corpus Christi release from the preceding month. This minimizes drawdown at Lake Corpus Christi for recreation purposes and promotes a more constant quality of water by mixing Choke Canyon Reservoir releases with Lake Corpus Christi content. PHASE III - This phase applies after Choke Canyon Reservoir is filled and water user demand is between 150,000 and 200,000 acre-feet annually. During this period, water release plan prepared by the Bureau of Reclamation will be followed to produce a dependable yield of 252,000 acre-feet. 1.A minimum of 200,000 acre-feet per month will be releases from Choke Canyon Reservoir to meet conditions of the release agreement between the City of Corpus Christi and the Texas Parks and Wildlife Department. 2.Whenever Lake Corpus Christi water surface is at or below elevation 88 feet, and the ratio of Choke Canyon Reservoir content to Lake Corpus Christi content (both at the end of the preceding month) exceeds the corresponding ratio with 6-foot drawdown at both reservoirs, the Choke Canyon Reservoir release for the current month is made equal to the Lake Corpus Christi release during the preceding month. This equalizes drawdown at the two reservoirs for recreation purposes and promotes a more constant quality of water by mixing Choke Canyon Reservoir releases with Lake Corpus Christi content. PHASE IV - This phase applies after Choke Canyon Reservoir is filled, water user demand exceeds 200,000 acre-feet annually, and developed long-term supply is less than 300,000 acre- feet annually. 1.A minimum of 2,000 acre-feet per month will be released from Choke Canyon Reservoir to meet conditions of the release agreement between the City of Corpus Christi and the Texas Parks and Wildlife Department. 2.In order to provide maximum dependable yield from the two reservoirs, the water level in Lake Corpus Christi will be allowed to drop top elevation 74.0 feet (Ordinance Changed #022661) before water is released from Choke Canyon Reservoir in excess of the 2,000 acre-feet per month requirement. When the elevation of Choke Canyon Reservoir drops to 155 feet, Lake Corpus Christi will be lowered to its minimum elevation. LAKE CORPUS CHRISTI-CHOKE CANYON RESERVOIR STATISTICAL DATA Water Elevation Minimum Functional Capacity, Acre-Feet* When Full, Feet Elevation, Feet Lake Corpus Christi 272,000 94.0 76.0 Choke Canyon Reservoir 692,000 220.5 147.5 Intake Structure Elevations of Customers Withdrawing Water Directly from Lake Corpus Christi: Elevation, Feet City of Mathis 73.0 Beeville Water Authority 74.0 Alice Water Authority 67.0 City of Corpus Christi 55.0 Annual Lake Corpus Christi Withdrawals: Fiscal Year Total Withdrawn From Lake, Acre-Feet 1975-76 · · · · · · · · · · ·· 86,416 1976-77 · · · · · · · · · · · · 86,408 1977-78 · · · · · · · · · · · · 101,596 1978-79 · · · · · · · · · · · · 96,029 1979-80 · · · · · · · · · · · · 106,851 1980-81 · · · · · · · · · · · · 104,657 1981-82 · · · · · · · · · · · · 107,002 1982-83 · · · · · · · · · · · · 107,348 1983-84 · · · · · · · · · · · · 119,701 1984-85 · · · · · · · · · · · · 90,226 1985-86 · · · · · · · · · · · · 105,469 *1 acre-foot = 325,850 gallons Appendix E ARTICLE XII. - WATER RESOURCE MANAGEMENT[7] Footnotes: --- (7) --- Editor's note— Ord. No. 24396, § 1, adopted Mar. 20, 2001, amended art. XII, in its entirety, to read as herein set out. Former art. XII pertained to similar subject matter. See the Code Comparative Table. Sec. 55-150. - Scope, purpose, authorization, and definitions. (a)Scope. There is hereby established a City of Corpus Christi Water Conservation Plan and Drought Contingency Plan. The City of Corpus Christi Water Conservation Plan approved on May 28, 2013 and the Drought Contingency Plan Revised 2018 edition, approved January 30, 2018, as amended by ordinance, a true copy of which is on file in the office of the city secretary, is adopted, and shall be followed in matters concerning water conservation, drought management, and water supply enhancement programs. (b)Declaration of policy. (1)It is hereby declared that the general welfare requires that the water resources available to the city be put to the maximum beneficial use to the extent to which they are capable, and that the waste or unreasonable use, or unreasonable method of use of water be prevented, and the conservation of such water is to be extended with a view to the reasonable and beneficial use thereof in the interests of the people of the area served by the city's water resources and for the public welfare. (2)In making decisions under this article concerning the allocation of water between conflicting interests, highest priority will be given to allocation necessary to support human life and health; i.e., the minimum amount of water necessary for drinking, prevention of disease, and the like. Second highest priority will be given to allocations which will result in the least loss of employment to persons whose income is essential to their families. (c)Authorization. The city manager, or his designee, upon the recommendation of the assistant city manager, public works and utilities, is hereby authorized and directed to implement the applicable provisions of this article upon their determination that such implementation is necessary to protect the public welfare and safety. (d)Definitions. The following terms used in this article are defined as follows: (1)"City manager" means the city manager or the city manager's designee. (2)"Drip irrigation" means an irrigation system that applies water at a controlled low-flow levels directly to the soil. (3)"Fountain" means an artificially created jet or stream of water; a structure, often decorative, from which a jet or stream of water issues. (4)"Industrial customers use of water for processing" means the use of water in processes designed to convert materials of lower value into forms having greater usability. (5)"Non-essential purpose" means water uses that are not essential or not required for the protection of public health, safety and welfare. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 029846, § 3, 5-28-2013; Ord. No. 029946, § 1, 9-10- 2013; Ord. No. 030545, § 1, 7-14-2015; Ord. No. 031355, § 1, 1-30-2018; Ord. No. 031533, § 1, 9-11-2018) Sec. 55-151. - Water conservation measures at all times. (a)The following measures are year-round water conservation best management practices that are in effect at all times, regardless of the reservoir levels or drought contingency levels: (1)Prohibition on wasting water: Actions leading to wasting of water are prohibited and will be enforced. No person shall: a.Allow water to run off property into gutters or streets. b.Permit or maintain defective plumbing in a home, business establishment or any location where water is used on the premises. Defective plumbing includes out-of-repair water closets, underground leaks, defective or leaking faucets and taps. c.Allow water to flow constantly through a tap, hydrant, valve, or otherwise by any use of water connected to the city water system. d.Use any non-recycling decorative water fountain. e.Allow irrigation heads or sprinklers to spray directly on paved surfaces such as driveways, parking lots, and sidewalks in public rights-of-way. f.Operate an irrigation system at water pressure higher than recommended, causing heads to mist, or to operate with broken heads. (2)Time of irrigation: Irrigation by spray or sprinklers is prohibited between the hours of 10:00 a.m. and 6:00 p.m. It is still permissible to water by hand or by drip irrigation at any time of day, unless the city enters Reservoir System Stage 3. However, the use of water is permitted at any hour for short periods of time for testing related to the installation, maintenance, and repair of sprinkler systems. (3)Restaurant water saving: Commercial dining facilities must only serve water upon request. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 24726, § 1, 1-8-2002; Ord. No. 026235, § 1, 4-26- 2005; Ord. No. 026542, § 1, 11-15-2005; Ord. No. 028141, § 1, 4-28-2009; Ord. No. 029846, § 3, 5-28-2013; Ord. No. 029946, § 1, 9-10-2013; Ord. No. 031355, § 1, 1-30-2018) Sec. 55-152. - Drought management: Reservoir system stages. (a)The level of reservoir system severity determines the extent of potential water use restrictions that shall be implemented. Following are the levels of reservoir system in the form of stages: (1)Stage 1: Mild water shortage watch. (2)Stage 2: Moderate water shortage condition. (3)Stage 3: Critical water shortage condition. (4)Stage 4: Emergency water shortage condition. (b)Criteria for initiation and termination of reservoir system response stages: (1)The city manager, or designee, shall monitor water supply and/or demand conditions on a weekly basis and shall determine when conditions warrant initiation or termination of each stage, that is, when the specified "triggers" are reached. However, the city manager, in the exercise of the city manager's discretion, may initiate or terminate any stage when the city manager deems necessary at any particular time. (2)The triggering criterion to be monitored for determining reservoir system response stages is the combined reservoir storage levels of Choke Canyon Reservoir and Lake Corpus Christi. (3)Whenever any of the stages listed below are triggered, the city manager shall publish a public notice of the particular stage, in the daily newspaper of general circulation in Nueces County. (4)To the extent of city's legal authority, the city manager shall require the city's raw water and wholesale treated water customers to issue public notice advising their water customers of conservation and drought management activities consistent with the stages listed below. (c)The triggering criterions are as follows: (1)Stage 1 - Mild water shortage watch: Requirements for initiation - The combined storage level for Choke Canyon Reservoir and Lake Corpus Christi declines to below forty (40) per cent. Requirement for termination - Stage 1 of the plan may be rescinded when the combined storage level increases above fifty (50) per cent. (2)Stage 2 - Moderate water shortage condition: Requirements for initiation - The combined storage levels declines to below thirty (30) per cent. Requirement for termination - Stage 2 of the plan may be rescinded when the combined storage level increases above forty (40) per cent. Upon termination of Stage 2, Stage 1 becomes operative. (3)Stage 3 - Critical water shortage condition: Requirements for initiation - The combined storage levels of Choke Canyon Reservoir and Lake Corpus Christi declines to below twenty (20) per cent. Requirement for termination - Stage 3 of the plan may be rescinded when the combined storage level increases above thirty (30) per cent. Upon termination of Stage 3, Stage 2 becomes operative. (4)Stage 4 - Emergency water shortage condition: Requirements for initiation - When the city manager, or designee, determines that a water supply emergency exists based on: •A major water line breaks, or pump or system failures occur, which causes unprecedented loss of capability to provide water service; or •Water production or distribution system limitations; or •Natural or manmade contamination of the water supply source occurs. Requirement for termination - The emergency water shortage condition may be rescinded when the city manager, or designee, deems appropriate. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 24576, § 1, 9-11-2001; Ord. No. 029846, § 3, 5-28- 2013; Ord. No. 029946, § 1, 9-10-2013; Ord. No. 030545, § 1, 7-14-2015; Ord. No. 031160, § 1, 5-30-2017; Ord. No. 031355, § 1, 1-30-2018) Sec. 55-153. - Drought management: Reservoir system best management practices per stage. (a)In order to achieve water use reductions, a series of best management practices will be enacted and enforced at each reservoir system stage. These best management practices (BMP) are listed below by stage. During Stages 1, 2, and 3, requests for exceptions may be presented to the director of water operations or his designee. (b)Stage 1 response - Mild water shortage watch. (1)Target: During Stage 1, achieve a ten (10) per cent reduction in daily treated water demand relative to treated water demand with the water use restrictions below. (2) The best management practices for supply management: The city will also do the following during Stage 1: a. Use more repair crews if necessary to allow for a quicker response time for water-line leak repair; and b. City crews (water and other departments) begin monitoring customers' compliance with Stage 1 restrictions during the course of their daily rounds. (3) The following water use restrictions shall apply to all persons during Stage 1: a. Irrigation of landscaped areas with hose-end sprinklers or automatic irrigation systems shall be limited to once per week. The watering schedule will be determined by the city manager or designee. Customers will be made aware of their designated watering day in accordance with drought contingency plan. However, irrigation of landscaped areas is permitted on any day if it is by means of a hand- held hose (with positive shutoff nozzle), a faucet filled bucket or watering can of five (5) gallons or less, or drip irrigation system with a positive shutoff device. Exceptions for this restriction may be permitted, upon review and approval by the director of water operations or his designee for the following uses: new plantings (for up to sixty (60) days), vegetable gardens, athletic playing fields, and botanical gardens. In addition, this restriction does not apply to customers irrigating with well water or an aerobic septic system. Customers irrigating with well water or an aerobic septic system must apply for a permit from the city water department to be prominently posted on the premises within two (2) feet of the street number located on the premises. b. Use of water from hydrants shall be limited to firefighting, related activities, or other activities necessary to maintain public health, safety and welfare, except that use of water from designated fire hydrants for construction purposes may be allowed under special permit from the City of Corpus Christi Water Department. c. Use of water for the irrigation of golf course greens, tees, and fairways is prohibited except on designated watering days. However, if the golf course utilizes a water source other than that provided through City of Corpus Christi Water Department infrastructure, the facility shall not be subject to these regulations. d. The use of water to maintain integrity of building foundations is permitted on any day at any time only by use of hand-held hose or drip irrigation. e. Except for immediate fire protection or flushing of water lines, the use of water from a hydrant is only allowed with a permit granted by the director of water operation or his designee and a construction meter obtained from the utility business office. (c) Stage 2 response - Moderate water shortage conditions . (1) Target: During Stage 2, achieve a fifteen (15) per cent reduction in total daily treated water demand relative to treated water demand with the water use restrictions below. (2) Best management practices for supply management: In addition to the best management practices for supply management listed under Stage 1, the city will also do the following during Stage 2: a. Eliminate the flushing of water mains unless required for decontamination and/or public safety; and b. Review customers' water usage for compliance based on the previous month's water use and notify violators verbally or in writing as the situation dictates. (3) Water use restrictions for demand reduction: All requirements of Stage 1 shall remain in effect during Stage 2 except as modified below: a.Irrigation of landscaped areas shall be limited to once every other week. The watering schedule will be determined by the city manager or designee. Customers will be made aware of their designated watering day. However, irrigation of landscaped areas is permitted on any day if it is by means of a hand-held hose (with positive shutoff nozzle), a faucet filled bucket or watering can of five (5) gallons or less, or drip irrigation system with a positive shutoff device. Exceptions for this restriction may be permitted, upon review and approval by the director of water operations or his designee, for the following uses: new plantings (for up to sixty (60) days), vegetable gardens, athletic playing fields, and botanical gardens. In addition, this restriction does not apply to customers irrigating with well water or an aerobic septic system. Customers irrigating with well water or an aerobic septic system shall still apply for a permit from the city water department to be prominently posted on the premises within two (2) feet of the street number located on the premises. b.The watering of golf course fairways with potable water is prohibited. The watering of greens and tees are limited to once every other week unless the golf course utilizes a water source other than that provided through City of Corpus Christi Water Department infrastructure or done by means of hand-held hoses, hand-held buckets, or drip irrigation. (4)During Stage 2, the following measures are optional water use restrictions that may be implemented by the city manager, or designee, with city council approval, as conditions warrant: a.For residential and multi-unit customers, a drought surcharge of up to and including one hundred (100) per cent of the total monthly water bill over the monthly allocation may be added to the customers' bill to deter discretionary water use. (d)Stage 3 response - Critical water shortage conditions. (1)Target: During Stage 3, achieve a thirty (30) per cent or greater reduction in daily treated water demand relative to treated water demand with the water use restrictions below. An additional surcharge will be added to each utility bill during Stage 3 water shortage conditions to discourage discretionary water use, as described in section 55-154 for retail customers and section 55-159 for wholesale customers. (2)Best management practices for supply management: In addition to the best management practices for supply management listed under Stage 2, the city will also do the following during Stage 3: •Upon written notice, disconnect the water meters of willful violators if absolutely necessary to prevent the deliberate wasting of water. (3)Water use restrictions for demand reduction: All requirements of Stages 1 and 2 shall remain in effect during Stage 3 except as modified below: a.Irrigation of landscaped areas shall be prohibited at all times. b.Use of water to wash any motor vehicle, motorbike, boat, trailer, or other vehicle not occurring on the premises of a commercial car wash and not in the immediate interest of public health, safety, and welfare is prohibited. c.The filling, refilling, or adding of water to swimming pools, wading pools, and jacuzzi-type pools, and water parks (unless utilizing water from a non-city alternative source) is prohibited. d.The use of water to maintain the integrity of a building foundation is still permitted on the designated Stage 2 watering day and shall be done by hand or drip irrigation method. e.All fountains shall only operate to circulate water in order to maintain equipment. f.The use of water for construction purposes from designated fire hydrants with a special permit will continue with a ten (10) per cent surcharge added to the water rate. (4)During Stage 3, the following measures are optional water use restrictions that may be implemented by the city manager, or designee, with city council approval, as conditions warrant: a. No application for new, additional, expanded, or increased-in-size water service connections, meters, service lines, pipeline extensions, mains, or water service facilities of any kind shall be approved, and time limits for approval of such applications are hereby suspended for such time as this drought response stage shall be in effect. b. For residential and multi-unit customers, a drought surcharge of up to and including one hundred (100) per cent of the total monthly water bill over the monthly allocation may be added to the customers' bill to deter discretionary water use. (e) Stage 4 response - Emergency water shortage conditions. (1) Target: During Stage 4, achieve a fifty (50) per cent or greater reduction in daily treated water demand relative to treated water demand with the below water use restrictions. Surcharges and reduced allocations are enforceable during Stage 4 water shortage conditions, as described in section 55-154. During emergency conditions such as system outage, supply source contamination, or supply sources draining empty, alternative water sources and/or alternative delivery mechanisms may be necessary with prior approval of the city manager. For emergency water shortage conditions associated with contamination of Nueces Basin stored supplies, the city, under the city manager's direction, will cease pumping from the Nueces River and will contact the LNRA to identify additional, temporary water that may be available from Lake Texana on a short-term basis to meet essential water needs. For emergency water shortage conditions associated with contamination of Lake Texana supplies, the city, under the city manager's direction, will cease pumping from the Mary Rhodes Pipeline. (2) Best management practices for supply management: In addition to the best management practices for supply management listed under Stage 3, the city will also do the following: • Call the ten (10) largest water customers in the area affected by the emergency condition, and if necessary, use runners in key areas to begin spreading the message of a major outage. (3) Water use restrictions for demand reduction: During Stage 4, all requirements of Stages 1, 2, and 3 shall remain in effect except as modified below: a. Irrigation of landscaped areas is absolutely prohibited. b. Use of water to wash any motor vehicle, motorbike, boat, trailer, or other vehicle is absolutely prohibited. c. Associated uses of water not related to business process which are discretionary, such as equipment washing, shall be deferred until the Stage 5 emergency has been terminated. (4) During Stage 4, the following measures are optional water use restrictions that may be implemented by the city manager, or designee, with city council approval, as conditions warrant: For residential and multi-unit customers, a drought surcharge of up to and including one hundred (100) per cent of the total monthly water bill over the monthly allocation may be added to the customers' bill to deter discretionary water use. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 24576, § 2, 9-11-2001; Ord. No. 029846, § 3, 5-28- 2013; Ord. No. 029946, § 1, 9-10-2013; Ord. No. 030545, § 1, 7-14-2015; Ord. No. 031160, § 1, 5-30-2017; Ord. No. 031355, § 1, 1-30-2018) Sec. 55-154. - Surcharges for reservoir system stages 2, 3 and 4, and service measures. (a) General. (1)The surcharges established herein are solely intended to regulate and deter the use of water during a period of serious drought in order to achieve necessary water conservation. The city council expressly finds that the drought poses a serious and immediate threat to the public and economic health and general welfare of this community, and that the surcharges and other measures adopted herein are essential to protect said public health and welfare. (2)This section, and the surcharges and measures adopted herein are an exercise of the city's regulatory and police power, and the surcharges and connection fees are conservation rates intended to meet fixed costs as a result of lost revenue. (3)With city council approval, the city manager or designee is authorized to determine trigger points and surcharges during Stages 2, 3 and 4 emergency water shortage conditions. (4)In this section, institutional customer means city utility customer which operates as a not-for- profit entity. (5)A customer may appeal an allocation or drought surcharge triggering point established under this section to the director of water operations or his designee on grounds of unnecessary hardship through the process outlined in section 55-155. (6)Reservoir system surcharge funds will first be applied towards annual debt service payments and operating and maintenance expenses of the water department as reflected in the city operating budget to offset revenue loss due to drought conditions. Additional funds will be reported to city council for city council direction. (b)Residential water customers, who are not billed through a master water meter. (1)A monthly base amount of three thousand (3,000) gallons shall be established as a trigger point for each customer. Water consumption up to and including this amount will not include a drought surcharge. (2)Above the three thousand (3,000) gallon monthly consumption trigger point, with city council approval, a drought surcharge shall be added up to and including one hundred (100) per cent of the customer's total monthly water bill over the allocation. (c)Residential customers who are billed from a master water meter. (1)Once Stage 1 condition has been declared, property managers of multi-tenant units shall notify the city director of water operations of number of residential units in their facility for determination of allocations. Until so notified, the city shall calculate the allocation based on two (2) residential units per master water meter. A monthly base amount of three thousand (3,000) gallons shall be established as a trigger point for each residential unit. (2)When consumption for the month is less than or equal to three thousand (3,000) gallons times the number of residential units, there will be no surcharge. (3)With city council approval, when consumption is above the three thousand (3,000) gallons times the number of units, a drought surcharge shall be added up to and including one hundred (100) per cent of the customer's total monthly water bill over the allocation. (d)Commercial or institutional customer. (1)A monthly water usage allocation shall be established by the city manager or designee for each commercial or institutional customer. (2)Method of establishing allocation: a.When the combined reservoir capacity is less than twenty (20) per cent of total capacity (Stage 3), the commercial or institutional customer's allocation shall be ninety (90) per cent of the customer's usage for the corresponding month's billing period during the previous twelve (12) months prior to the implementation of Stage 1 condition. b. If the customer's billing history is shorter than twelve (12) months, the monthly average for the period for which there is a record shall be used for any monthly period for which no history exists. c. Provided, however, a customer, ninety (90) per cent of whose monthly usage is less than six thousand (6,000) gallons, shall be allocated six thousand (6,000) gallons. d. The city manager shall give best effort to see that notice of each commercial or institutional customer's allocation is mailed to such customer. e. If, however, the customer does not receive such notice, it shall be the customer's responsibility to contact the city' utilities billing office to determine the allocation, and the allocation shall be fully effective notwithstanding lack of receipt of written notice. f. Upon request of the customer or at the initiative of the city manager, the allocation may be reduced or increased by the city manager: 1. If one (1) nonresidential customer agrees to transfer part of its allocation to another nonresidential customer; or 2. If other objective evidence demonstrates that the designated allocation is inaccurate under present conditions. (e) Industrial customers, who use less than one hundred thousand (100,000) gallons of water per day for processing. (1) A monthly water usage allocation shall be established by the city manager or designee for each industrial customer, which uses less than one hundred thousand (100,000) gallons of water per day for processing (e.g., an industrial customer). (2) Method of establishing allocation. a. When the combined reservoir capacity of Choke Canyon Reservoir and Lake Corpus Christi is less than twenty (20) per cent of total capacity (Stage 3), the industrial customer allocation shall be ninety (90) per cent of the customer's usage for the corresponding month's billing period during the previous twelve (12) months prior to the implementation of Stage 1 condition. b. If the customer's billing history is shorter than twelve (12) months, the monthly allocation shall be one-twelfth of ninety (90) per cent of the customer's maximum annual contracted amount until twelve (12) months of billing history are established. However, if the industrial customer does not have a water contract and does not have at least twelve (12) months of billing history, then the new industrial customer will provide data regarding expected water use and city will determine allocation based on ninety (90) per cent of expected use to determine initial allocation until twelve (12) months of billing history are established. c. The city manager shall give his best effort to see that notice of each industrial customer's allocation is mailed to such customer. d. If, however, the industrial customer does not receive such notice, it shall be the customer's responsibility to contact the city utilities billing office to determine the allocation, and the allocation shall be fully effective notwithstanding lack of receipt of written notice. e. Upon request of the industrial customer or at the initiative of the city manager, the allocation may be reduced or increased by the city manager, if: 1. The designated period does not accurately reflect the customer's normal water usage because customer had to shut down a major processing unit for overhaul during the period. 2. The customer has added or is in the process of adding significant additional processing capacity. 3.The customer has shut down or significantly reduced the production of a major processing unit. 4.The customer has previously implemented significant permanent water conservation measures. 5.The customer agrees to transfer part of its allocation to another industrial customer. 6.Other objective evidence demonstrates that the designated allocation is inaccurate under present conditions. (f)Commercial customers, institutional customers, and industrial customers who use less than one hundred thousand (100,000) gallons of water per day for processing shall pay the following reservoir system surcharges: (1)Customers whose allocation is six thousand (6,000) gallons through twenty thousand (20,000) gallons per month: a.Five dollars ($5.00) per one thousand (1,000) gallons for the first one thousand (1,000) gallons over allocation. b.Eight dollars ($8.00) per one thousand (1,000) gallons for the second one thousand (1,000) gallons over allocation. c.Sixteen dollars ($16.00) per one thousand (1,000) gallons for the third one thousand (1,000) gallons over allocation. d.Forty dollars ($40.00) for each additional one thousand (1,000) gallons over allocation. (2)Customers whose allocation is twenty-one thousand (21,000) gallons per month or more: a.One (1) times the block rate for each one thousand (1,000) gallons in excess of the allocation up through five (5) per cent above allocation. b.Three (3) times the block rate for each one thousand (1,000) gallons from five (5) per cent through ten (10) per cent above allocation. c.Five (5) times the block rate for each one thousand (1,000) gallons from ten (10) per cent through fifteen (15) per cent above allocation. d.Ten (10) times the block rate for each one thousand (1,000) gallons more than fifteen (15) per cent above allocation. e.The surcharges shall be cumulative. f.As used herein, "block rate" means the charge to the customer per one thousand (1,000) gallons at the regular water rate schedule at the level of the customer's allocation. (g)Industrial customers, who use one hundred thousand (100,000) gallons or more of water per day for processing. (1)A monthly water usage allocation shall be established by the city manager or designee for each industrial customer, which uses water for processing (e.g., an industrial customer). (2)Method of establishing allocation. a.When the combined reservoir capacity of Choke Canyon Reservoir and Lake Corpus Christi is less than thirty (30) per cent of total capacity (Stage 2), the industrial customer allocation shall be eighty (80) per cent of the customer's usage for the corresponding month's billing period during the previous twelve (12) months prior to the implementation of Stage 1 condition. b.If the customer's billing history is shorter than twelve (12) months, the monthly allocation shall be one-twelfth of eighty (80) per cent of the customer's maximum annual contracted amount until twelve (12) months of billing history are established. However, if the industrial customer does not have a water contract and does not have at least twelve (12) months of billing history, then the new industrial customer will provide data regarding expected water use and city will determine allocation based on eighty (80) per cent of expected use to determine initial allocation until twelve (12) months of billing history are established. c. The city manager shall give his best effort to see that notice of each industrial customer's allocation is mailed to such customer. d. If, however, the industrial customer does not receive such notice, it shall be the customer's responsibility to contact the city utilities billing office to determine the allocation, and the allocation shall be fully effective notwithstanding lack of receipt of written notice. e. Upon request of the industrial customer or at the initiative of the city manager, the allocation may be reduced or increased by the city manager, if: 1. The designated period does not accurately reflect the customer's normal water usage because customer had to shut down a major processing unit for overhaul during the period. 2. The customer has added or is in the process of adding significant additional processing capacity. 3. The customer has shut down or significantly reduced the production of a major processing unit. 4. The customer has previously implemented significant permanent water conservation measures. 5. The customer agrees to transfer part of its allocation to another industrial customer. 6. Other objective evidence demonstrates that the designated allocation is inaccurate under present conditions. (h) Industrial customers using one hundred thousand (100,000) gallons or more of water per day for processing shall pay the following drought surcharges: (1) Customers whose allocation is eighty thousand (80,000) gallons per month or more: a. Three (3) times the block rate for each one thousand (1,000) gallons in excess of the allocation up through five (5) per cent above allocation. b. Six (6) times the block rate for each one thousand (1,000) gallons from five (5) per cent through ten (10) per cent above allocation. c. Nine (9) times the block rate for each one thousand (1,000) gallons from ten (10) per cent through fifteen (15) per cent above allocation. d. Twelve (12) times the block rate for each one thousand (1,000) gallons more than fifteen (15) per cent above allocation. e. The surcharges shall be cumulative. f. As used herein, "block rate" means the charge to the customer per one thousand (1,000) gallons at the regular water rate schedule at the level of the customer's allocation. (i) Nonresidential customer is billed from a master meter. (1) When a nonresidential customer is billed from a master meter which jointly measures water to multiple residential dwelling units (for example: apartments, mobile homes), the customer may pass along any surcharges assessed under this plan to the tenants or occupants, provided that: a. The customer notifies each tenant in writing: 1. That the surcharge will be passed along. 2. How the surcharge will be apportioned. 3. That the landlord must be notified immediately of any plumbing leaks. 4. Methods to conserve water (which shall be obtained from the city). b. The customer diligently maintains the plumbing system to prevent leaks. c. The customer installs water saving devices and measures (ideas for which are available from the city) to the extent reasonable and practical under the circumstances. (j) For residential customers, the following measures come into effect after city council approves a drought rate surcharge; for nonresidential customers, these measures come into effect at Stage 3. Water service to the customer may be terminated under the following conditions: (1) Monthly residential water usage exceeds trigger point by four thousand (4,000) gallons or more two (2) or more times (which need not be consecutive months). (2) Monthly water usage on a master meter which jointly measures water usage to multiple residential dwelling units exceeds trigger point by four thousand (4,000) gallons times the number of dwelling units or more two (2) or more times (which need not be consecutive months). (3) Monthly nonresidential water usage for a customer whose allocation is six thousand (6,000) gallons through twenty thousand (20,000) gallons exceeds its allocation by seven thousand (7,000) gallons or more two (2) or more times (which need not be consecutive months). (4) Monthly nonresidential water usage for a customer whose allocation is twenty-one thousand (21,000) gallons or more exceeds its allocation by fifteen (15) per cent or more two (2) or more times (which need not be consecutive months). (5) For residential customers and nonresidential customers, after the first disconnection, water service shall be restored upon request for a fee of fifty dollars ($50.00). (6) For such customers, after the second disconnection, water service shall be restored within twenty-four (24) hours of the request for a fee of five hundred dollars ($500.00). (7) If water service is disconnected a third time for such customer, water service shall not be restored until the city re-enters a level of water conservation less than Stage 2. For master meter customers, the service restoration fees shall be the same as above times the number of dwelling units. (8) The city manager is directed to institute written guidelines for disconnection of water service under this provision, which will satisfy minimum due process requirements, if any. (k) It shall be a defense to imposition of a surcharge hereunder, or to termination of service, that water used over allocation resulted from loss of water through no fault of the customer (for example, a major water line break) for the following conditions: (1) The customer shall have the burden to prove such defense by objective evidence (for example, a written certification of the circumstances by a plumber). (2) A sworn statement may be required of the customer. (3) This defense shall not apply if the customer failed to take reasonable steps for upkeep of the plumbing system, failed to reasonably inspect the system and discover the leak, failed to take immediate steps to correct the leak after discovered, or was in any other way negligent in causing or permitting the loss of water. (l) When this section refers to allocation or water usage periods as "month," monthly," "billing period," and the like, such references shall mean the period in the city's ordinary billing cycle which commences with the reading of a meter one (1) month and commences with the next reading of that meter which is usually the next month. (1) The goal for the length of such period is thirty (30) days, but a variance of two (2) days, more or less, will necessarily exist as to particular meters. (2) If the meter reader system is prevented from timely reading a meter by any obstacle which is attributable to the customer, the original allocation shall apply to the longer period without modification. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 029846, § 3, 5-28-2013; Ord. No. 029946, § 1, 9-10- 2013; Ord. No. 031355, § 1, 1-30-2018; Ord. No. 031533, § 2, 9-11-2018) Sec. 55-155. - Requests for exemptions and variances. (a) The director of water operations or his designee, may, in writing, grant a temporary variance to any of the provisions for water users found in this article XII upon determination that failure to grant such variance would cause an emergency condition adversely affecting the public health, sanitation, or fire protection for the public or person requesting such a variance. (b) A person requesting an exemption or variance from the provisions of this article shall file request on city-provided application for exemption/variance with the city water department within five (5) days after a particular reservoir system response stage has been invoked. All request forms shall be reviewed by the director of water operations or his designee, and shall include the following: (1) Name and address of the water user(s). (2) Purpose of water use. (3) Specific provision(s) of the ordinance from which the water user is requesting relief. (4) Detailed statement as to how the specific provision of the ordinance adversely affects the water user or what damage or harm will occur to the water user or others if water user complies with this plan. (5) Description of the exemption or variance requested. (6) Period of time for which the exemption or variance is sought. (7) Alternative water use restrictions or other measures the water user is taking or proposes to take to meet the intent of this plan and the compliance date. (8) Other pertinent information; or as required on permit application. (c) No exemption nor variance shall be retroactive or otherwise justify any violation of this article occurring prior to the issuance of the exemption/variance. (d) All requests for variances/exemptions shall be reviewed and determined within three (3) business days of receipt of complete application. (e) The director of water operations or his designee shall consider requests of water users for special consideration to be given as to their respective particular circumstances and is hereby authorized to, in special cases, grant such variance from the terms of this plan if such compliance would cause an emergency condition adversely affecting the public health, sanitation, or fire protection for the public or person requesting such a variance as will not be contrary to the public interest, where, owing to special conditions, a literal enforcement of the provisions of this plan will result in unnecessary hardship, and so that the spirit of this plan shall be observed and substantial justice done. (f) Should a permit for special exception be granted, it shall be in effect from the time of granting through the termination of the then current stage, unless revoked by the director of water operations for noncompliance; provided, that the permit is prominently posted on the premises within two (2) feet of the street number located on the premises. (g) A person denied request for permit or exception from these rules may appeal the decision to the assistant city manager for public works, utilities and transportation by submitting written request for appeal to the assistant city manager within five (5) business days from issuance of denial. The decision of the assistant city manager shall be final. (h)Violations of any permit condition may be enforced under section 55-156. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 24576, § 3, 9-11-2001; Ord. No. 029846, § 3, 5-28- 2013; Ord. No. 029946, § 1, 9-10-2013; Ord. No. 031355, § 1, 1-30-2018) Sec. 55-156. - Violations, penalties, and enforcement. (a)A violation under this article is a class C misdemeanor. Any person that violates any provision of this article shall be subject to a fine of not more than five hundred dollars ($500.00) per violation per day. The culpable mental state required by V.T.C.A., Penal Code § 6.02 is specifically negated and dispensed with and a violation of this article is a strict liability offense. (b)The commission of a violation of each provision, and each separate violation thereof, shall be deemed a separate offense, in and upon conviction thereof, shall be fined as hereinabove provided. (c)If any person or a second person in the same household or premises, is found guilty of a second violation of this article, the water superintendent shall be authorized to discontinue water service to the premises where such violation occurs. (d)Cases filed under this section shall be expedited and given preferential setting in municipal court before all other cases. (e)Any person whose name is on file with the utilities billing office as the customer on the water account for the property where the violation occurs or originates shall be presumed to be the violator, and proof that the violation occurred on said premises shall constitute prima facie evidence that the customer committed the violation, but said customer shall have the right to show that he did not commit the violation. (f)If any person fails to respond to a citation or summons issued for a violation of this article within the time allowed, upon receipt of notice from the director or a judge of the municipal courts, the water superintendent is authorized to discontinue water service to the premises where such violation occurs. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 24576, § 4, 9-11-2001; Ord. No. 029846, § 3, 5-28- 2013; Ord. No. 029946, § 1, 9-10-2013) Sec. 55-157. - Effluent distribution; permit and regulations. (a)Upon implementation of the City of Corpus Christi Water Conservation Plan as provided in this section, the city may make available effluent water discharged from its sewage treatment plants for the purpose of watering lawns, grass, and other plants, dust control and similar uses. (1)Such effluent water shall be made available only under the terms and conditions herein provided and only to such persons as are duly permitted as distributors as provided in this section. (2)The city shall be under no obligation to provide such effluent and reserves the right to discontinue such service at any time and to limit the volume and to establish or alter loading procedures and/or locations as necessary for the efficient administration of the wastewater division. (b)No effluent distribution permit shall be issued except upon application filed with the wastewater division of the city. Every such application shall contain the following information: (1)Name of applicant. (2)Name of authorized representative (e.g., president of corporation; partner, etc.) if applicant is other than an individual. (3) Business address and phone number. (4) Residence address and phone number of authorized individual representative. (5) Description of each vehicle and container unit to be used in the transportation or distribution of effluent water, including the make, year, model, type, weight and gross vehicle weight, container capacity in gallons, vehicle registration number, and the state safety inspection certificate number and expiration date. (6) Names and driver's license number of every proposed driver of such vehicles. (7) Statement of previous use of container units and any proposed use after or concurrently with such units use for effluent distribution. (8) Statement of the proposed uses of any effluent water, including whether the use is proposed for residential, commercial, or industrial purpose. (c) Upon the filing of the required application, and payment of the permit fee specified herein for each container unit, the wastewater superintendent, or the superintendent's designee, shall upon his determination that the applicant and vehicles and container units are in compliance with all applicable provisions of this article, issue a permit for each such container unit. (1) The permit shall identify the particular unit for which it is issued and shall be displayed in a prominent place upon the unit. (2) Each unit shall be separately permitted. (d) The permit fee shall be fifty dollars ($50.00) per month for each unit plus five dollars ($5.00) per month for each unit per one thousand (1,000) gallons of capacity (or portion thereof) over the first one thousand (1,000) gallons of capacity. (e) Permits shall be issued on a quarterly basis from the effective date of this plan; fee proration shall be on a monthly basis. (f) Notwithstanding subsection (g) of this section, a resident of the City of Corpus Christi may obtain effluent at no charge from a wastewater treatment plant, designated by the wastewater superintendent, for the irrigation of vegetation, dust control, or watering a foundation at the individual's personal residence. (1) Any effluent received under this subsection may not be sold or transferred to another individual or used for commercial purposes. a. Before receiving effluent the resident must obtain a permit from the wastewater superintendent, or the superintendent's designee. b. Prior to receiving a permit, the resident must complete a course of instruction on the handling of wastewater effluent that has been developed by the city's health department. c. Any container used to receive and transport effluent must have a lid or cap, be watertight, and be properly secured to the vehicle. d. All containers are subject to inspection and approval of the city health department or wastewater department. e. Any effluent received under this subsection must be immediately transported to the personal residence of the individual receiving the effluent and used for the irrigation of vegetation, dust control, or watering a foundation. f. The effluent may not be stored for future use. g. A resident using effluent for the irrigation of vegetation or dust control must post a sign on the property legible from the street stating that effluent is being used on the property. h. Every resident obtaining effluent under this subsection must either: 1. Provide proof of and maintain in force a property liability insurance policy (homeowner/renter) in the amount of three hundred thousand dollars ($300,000.00) per occurrence; or 2. Sign a form provided by the superintendent that releases the City of Corpus Christi from any liability resulting from the resident's improper use or transportation of the effluent and agree to hold the city harmless, including reimbursing the city for the costs of defending itself. (g) Every effluent distribution permit shall be subject to the following terms and conditions and no person shall receive or distribute effluent water except in compliance herewith: (1) Container units or tanks shall have a minimum capacity of five hundred (500) gallons; shall be capable of being closed water-tight and shall be so closed during transport of effluent water; and shall be maintained in a leak-proof condition; provided, however, that special permits may be issued for container units with a capacity of less than five hundred (500) gallons upon the determination by the wastewater division superintendent that all other container unit specifications herein required have been met and that the particular container unit does not create an increased risk to the public health and safety. (2) No vehicle may be used in connection herewith which has not been reported on the application and approved for such use. (3) Every driver or handler must be certified by the wastewater division prior to receiving any effluent water from the city. a. The wastewater division may certify a driver or handler who has completed a course of instruction on the handling of wastewater effluent that has been developed by the city's health department. (4) Effluent water shall be used as soon as possible to prevent regrowth of bacteria. a. Permittees shall check effluent water in their units not less than every four (4) hours for chlorine residual, except for effluent stored in fixed-site containers which shall be checked not less than every eight (8) hours. (5) Chlorine residuals shall be maintained at one (1) milligram per liter (parts per million) [one (1) mg/one (l) (ppm)], consistent throughout the effluent container. (6) The minimum quality of the effluent must not exceed conditions on the use of effluent set out in any permits or authorizations issued to the city by a federal or state regulatory agency or the applicable regulations of a federal or state regulatory agency. (7) Effluent containers, including those used for storage, shall be subject to inspection and approval of the city health department or wastewater division, whose inspectors are hereby authorized to prohibit the use of any container or effluent water which is determined to be outside the parameters established in this section or is otherwise determined to present a danger to public health. (8) Every permittee shall provide proof of, and shall maintain in force, a policy of comprehensive general liability insurance in the amount specified by the city's risk manager under section 17- 19; or shall maintain a policy of general business liability insurance in the same or greater amount with a contractual liability endorsement; and shall maintain a policy of automobile liability insurance in the minimum amounts set by state law. The city shall be named as an additional insured on the general liability insurance policies. (9) By acceptance of a permit under this section and/or receipt of effluent water from the city system, the permittee and/or recipient of such effluent agree to fully indemnify, save and hold harmless, the City of Corpus Christi, Texas, its agents and employees, from and against all claims and actions, and all expenses incidental to the investigation and defense thereof, based upon or arising out of damages or injuries to person or property in any way related to or in connection with the use or distribution of effluent water under this section. (10) Permittees shall provide a written notice to every person to whom effluent is furnished which shall state in not less than 10-point type, substantially as follows: "CAUTION" "You are hereby advised that effluent water is the discharged water from a sewage treatment plant. The Director of Public Health has determined that improper use or handling could be harmful and recommends the following precautions: 1. Do not use effluent water for drinking, bathing, or personal hygiene purposes. 2. Do not use effluent water for washing autos, clothes, or other personal contact items. 3. Do not use effluent water in swimming pools or for similar recreational uses. 4. Do not allow children to play on grass wet with effluent water, wait until it dries. 5. Do not use effluent which has been stored for more than four (4) hours unless the chlorine residual level has been tested and is not less than one (1) part per million [one (1) mg/one (1)(p.m.)]. 6. Application of effluent shall be by coarse stream and shall not be by fine spray." (h) Violation of any of the cautions set forth in subsection (g)(10) of this section, by any person, is a violation of this section. (i) Violation of any of the provisions of this section, in addition to the general penalties provided in this particle, shall result in denial or revocation of any such violator's effluent distribution permit. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 24576, § 4, 9-11-2001) Editor's note— Formerly numbered § 55-158. Sec. 55-158. - Operations plan for reservoir system. To maximize the amount of water reliably available to the city and its water customers, the city manager shall operate the Lake Corpus Christi/Choke Canyon Reservoir System as follows: (1) A minimum of two thousand (2,000) acre-feet per month will be released from Choke Canyon Reservoir to meet conditions of the release agreement between the City of Corpus Christi and the Texas Parks and Wildlife Department. (2) In order to provide maximum dependable yield from the two (2) reservoirs, the water level in Lake Corpus Christi will be allowed to drop to elevation seventy-four (74) feet before water is released from Choke Canyon Reservoir in excess of the two thousand (2,000) acre-feet per month requirement. (3) Under the agreed order of the Texas Natural Resource Conservation Commission under Certificate of Adjudication No. 21-3214, city shall: (1) reduce targeted inflows of water to Nueces Bay to one thousand two hundred (1,200) acre-feet when reservoir system storage falls below forty (40) per cent of capacity; and (2) suspend targeted inflows when reservoir system storage falls below thirty (30) per cent of capacity. (Ord. No. 24396, § 1, 3-20-2001; Ord. No. 24576, § 4, 9-11-2001; Ord. No. 029846, § 3, 5-28- 2013; Ord. No. 029946, § 1, 9-10-2013) Sec. 55-159. - Procedures for allocating water to raw water and wholesale treated water customers on a pro rata basis during a water shortage. (a)In the event that the triggering criterion specified in section 55-152 for Stage 2 have been met, the city manager, or designee, is hereby authorized to initiate allocation preparations of water supplies on a pro rata basis to raw water and wholesale treated water customers in accordance with V.T.C.A., Water Code § 11.039. (1)A raw water or wholesale treated water customer's monthly allocation shall be a percentage of the customer's water usage baseline. The percentage will be set by resolution of the city council based on the city manager's assessment of the severity of the water shortage condition and the need to curtail water diversions and deliveries, and may be adjusted periodically by resolution of the city council as conditions warrant. Once pro rata allocation is in effect, water diversions by or deliveries to each raw water or wholesale treated water customer shall be limited to the allocation established for each month. (2)A monthly water usage allocation shall be established by the city manager, or the city manager's designee, for each raw water or wholesale treated water customer. The raw water or wholesale treated water customer's water usage baseline will be computed on the average water usage by month for the previous five-year period. If the raw water or wholesale treated water customer's billing history is less than five (5) years, the monthly average for the period for which there is a record shall be used for any monthly period for which no billing history exists. (3)The city manager shall provide notice, by certified mail, to each raw water or wholesale treated water customer informing them of their monthly water usage allocations and shall notify the news media and the Executive Director of the Texas Commission on Environmental Quality upon initiation of pro rata water allocation. (4)Upon request of the raw water or wholesale treated water customer or at the initiative of the city manager, the allocation may be reduced or increased if: a.The designated period does not accurately reflect the raw water or wholesale treated water customer's normal water usage; b.The customer agrees to transfer part of its allocation to another raw water or wholesale treated water customer; or c.Other objective evidence demonstrates that the designated allocation is inaccurate under present conditions. A customer may appeal an allocation established under this section to the City Council of the City of Corpus Christi. (b)Pro rata surcharges and enforcement. (1)During any period when pro rata allocation of available water supplies is in effect, wholesale customers shall pay the following surcharges on excess water diversions: a.Two (2.0) times the normal water charge per unit for water diversions and/or deliveries in excess of the monthly allocation up through five (5) per cent above the monthly allocation. b.Two and one-half (2.5) times the normal water charge per unit for water diversions and/or deliveries in excess of the monthly allocation from five (5) per cent through ten (10) per cent above the monthly allocation. c.Three (3.0) times the normal water charge per unit for water diversions and/or deliveries in excess of the monthly allocation from ten (10) per cent through fifteen (15) per cent above the monthly allocation. d.Three and one-half (3.5) times the normal water charge per unit for water diversions and/or deliveries more than fifteen (15) per cent above the monthly allocation. (c)Variances. (1)The city manager, or the city manager's designee, may, in writing, grant a temporary variance to the pro rata water allocation policies provided by this section if it is determined that failure to grant such variance would cause an emergency condition adversely affecting the public health, welfare, or safety, and if one (1) or more of the following conditions are met: a.Compliance cannot be technically accomplished during the duration of the water supply shortage or other condition for which the plan is in effect. b.Alternative methods can be implemented which will achieve the same level of reduction in water use. (2)Raw water or wholesale treated water customers requesting an exemption from the provisions of this section shall file a petition for variance with the city manager within five (5) days after pro rata allocation has been invoked. (3)All petitions for variances shall be reviewed by the city council, and shall include the following: a.Name and address of the petitioner(s). b.Detailed statement with supporting data and information as to how the pro rata allocation of water under the policies and procedures established in this section adversely affects the petitioner or what damage or harm will occur to the petitioner or others if petitioner complies with this section. c.Description of the relief requested. d.Period of time for which the variance is sought. e.Alternative measures the petitioner is taking or proposes to take to meet the intent of this section and the compliance date. f.Other pertinent information. (4)Variances granted by the city council shall be subject to the following conditions, unless waived or modified by the city council: a.Variances granted shall include a timetable for compliance. b.Variances granted shall expire when the pro-rata allocation of water to raw water or wholesale treated water customers is no longer in effect, unless the petitioner has failed to meet specified requirements. c.No variance shall be retroactive or otherwise justify any violation of this section occurring prior to the issuance of the variance. (d)Contractual remedies not affected. Nothing in this section supersedes any remedies available to the city under any contract with a raw water or wholesale treated water customer due to the customer's failure to adopt or impose water conservation measures required by the contract. (Ord. No. 24605, § 1, 10-9-2001; Ord. No. 029846, § 3, 5-28-2013; Ord. No. 029946, § 1, 9-10- 2013; Ord. No. 031355, § 1, 1-30-2018) Editor's note— Formerly numbered § 55-159.1. Sec. 55-159.1. - Non-mandatory drought surcharge exemption fee. (a)Establishment of non-mandatory "drought surcharge exemption fee" effective October 1, 2018. Large-volume industrial customers may voluntarily pay a non-mandatory and non-refundable" drought surcharge exemption fee" or "fee" of twenty-five cents ($0.25) per one thousand (1,000) gallons of water per month to be exempt from the applicable allocation surcharges of city Code section 55-154 during the month of billing. The city will begin to charge the fee as of October 1, 2018 to all large-volume industrial customers. The fee will be charged with the large-volume industrial customer's regular monthly water bill which is due as stated on the bill. By payment of the fee, the large-volume industrial customer has determined that the fee is fair, just, and reasonable. Note— For purposes of this section 55-159.1 the term "large-volume industrial customer" shall mean a utility customer who uses water in minimum quantity of one hundred thousand (100,000) gallons a day in processes designed to convert materials of a lower order of value into forms having greater usability and commercial value, including the development of power by means other than hydroelectric, but does not include agricultural use. (b) Notice of opt-out. A large-volume industrial customer may opt out of the drought surcharge exemption fee (or "fee") by providing written notice to the city manager. A large-volume industrial customer is deemed to have opted out of the fee as of the date payment of the fee remains delinquent after notice and opportunity to cure. A large-volume industrial customer who has opted out of said fee is subject to aforementioned allocation surcharges of city Code section 55-154 in addition to compliance with all applicable city ordinances. (c) Request to opt back into the drought surcharge exemption fee or "fee". There is no right nor entitlement to opt back into the fee. The city manager or designee retains sole discretion to determine whether granting large-volume industrial customer's request to opt back into the fee is in the best interest of the city. At a minimum, the large-volume industrial customer will be required to comply with the following mandatory conditions: (1) The large-volume industrial customer must submit a written request to the city manager to request to opt back into the drought surcharge exemption fee subject to city manager review. (2) Upon receipt of invoice, the large-volume industrial customer must timely pay the drought surcharge exemption fees calculated on said customer's actual water usage from date of city's receipt of written request back to said customer's date of opt out, up to a maximum of ten (10) years. (3) The large-volume industrial customer remains subject to compliance with the aforementioned allocation surcharge provisions of the city Code as may be amended and all other applicable ordinances, rules and regulations of the city for the mandatory reinstatement period of twenty- four (24) months. The mandatory reinstatement period begins upon date of notice from the city to said customer and continues for twenty-four (24) consecutive calendar months. During the reinstatement period, the large-volume industrial customer will timely pay a non-refundable reinstatement fee of twenty-five cents ($0.25) per one thousand (1,000) gallons of water upon receipt of invoice. By payment of said reinstatement fee, the large-volume industrial customer has determined that the fee is fair, just, and reasonable. (4) Despite compliance with these conditions, the large-volume industrial customer will not be allowed to opt back into the fee when the combined storage level of the Choke Canyon Reservoir and Lake Corpus Christi declines below forty (40) per cent. (d) Dedicated use of the drought surcharge exemption fees. (1) The fee shall be dedicated by the city for development of a drought-resistant water supply and shall not be used for operation and maintenance costs of any water supply, treatment facility or distribution system. (2) The fee paid to the city will be reserved in a separate account ("account") and used only for capital costs to develop and/or acquire an additional drought-resistant water supply including, but not limited to, payment of debt for an allowable capital project. (3) The city manager may execute documents necessary for the establishment of a dedicated fund. (e) Review and adjustment of the drought surcharge exemption fee. The fee shall be reviewed and adjusted by city council action no more frequently than every five (5) years. Any subsequent fee increase is limited to increases based upon changes to the following Consumer Price Index: CPI-All Urban Consumers (Current Series) for water and sewer and trash collection services in U.S. city average, all urban consumers. (f)Participation by wholesale water suppliers. A wholesale water supplier with a water supply contract with the city may choose to establish an identical voluntary drought surcharge exemption fee and standard agreement for its large-volume industrial customers with said fee and agreement to be equivalent to the ordinance and standard agreement adopted by the City of Corpus Christi. Upon adoption of said identical voluntary drought surcharge exemption fee and standard agreement for its large-volume industrial customers, the wholesale water supplier shall assess and collect the fees from its large-volume industrial customers and then remit said fees to the city. In addition, the wholesale water supplier shall notify the city manager or designee of the volume of water used by its large-volume industrial customers each month. (g)The city manager may execute letters of commitment and standard agreements regarding payment and use of drought surcharge exemption fee with terms consistent with this section 55-159.1 (i.e., an "agreement"). The agreement may be terminated by the city upon five (5) years' notice to terminate the agreement. A copy of the standard agreement is attached as an exhibit to the ordinance which enacted this section 55-159.1. The city manager is authorized to adjust the terms of the standard agreement as long as said adjustments are consistent with the terms of this section 55-159.1 and said adjustment is made available to all large-volume industrial customers participating in the drought surcharge exemption fee. (h)The drought surcharge exemption fee established by this section 55-159.1 continues to be billed and paid except during periods when the balance in the account exceeds one hundred fifty million dollars ($150,000,000.00), to be adjusted annually for inflation by the following Consumer Price Index: CPI-All Urban Consumers (Current Series) for water and sewer and trash collection services in U.S. city average, all urban consumers. While balance exceeds one hundred fifty million dollars ($150,000,000.00) the city will cease billing and collection of the fee and the large-volume industrial customer remains exempt from the allocation surcharges. (i)The city may repeal this section 55-159.1 upon at least five (5) years' notice to the then participating large-volume industrial customers and participating wholesale water suppliers. (j)Upon city's repeal of this section 55-159.1 or city's termination of the agreement, any unencumbered balance remaining in the account will be returned to the then-participating large-volume industrial customers and then-participating wholesale water suppliers on a pro-rata basis. (k)The large-volume industrial customer paying the drought surcharge exemption fee established by this section 159.1 is exempt from city curtailment of water during reservoir system Stages 1, 2, and 3, except when such curtailment is required by V.T.C.A., Water Code § 11.039 or required by other applicable state laws and state regulations. (Ord. No. 031533, § 3, 9-11-2018) Appendix F Prepared by: Freese and Nichols, Inc. 4055 International Plaza Suite 200 Fort Worth, TX 76109 817-735-7300 CITY OF CORPUS CHRISTI MODEL INDUSTRIAL WATER CONSERVATION PLAN 2020 FOREWORD This Model Industrial Water Conservation Plan was prepared by Freese and Nichols for the City of Corpus Christi as an addendum to the 2019 Water Conservation Plan. It is intended as a model water conservation plan for industrial customers highlighting best management practices that could be implemented for those industrial customers who are required to submit individual water conservation plans to the Texas Commission on Environmental Quality (TCEQ). The Model Industrial Water Conservation Plan was prepared pursuant to TCEQ rules. The City of Corpus Christi has many industrial users with widely varying processes and water uses, and it is difficult to generate a model plan that is applicable for all industries. This model plan provides best managements practice that an industrial customer may implement to reduce water consumption. Questions regarding this Model Industrial Water Conservation Plan should be addressed to the following: Esteban Ramos Water Resource Manager City of Corpus Christi, Water Utilities Department (361) 826-3294 estebanr2@cctexas.com This Model Industrial Water Conservation Plan is based on the Texas Administrative Code in effect on October 16, 2019 and considers water conservation best management practices from the Texas Water Development Board’s Best Management Practices for Industrial Water Users. Currently, the Water Conservation Advisory Council (WCAC) is reviewing additional Best Management Practices (BMPs) for industrial water users. i TABLE OF CONTENTS 1. INTRODUCTION AND OBJECTIVES ............................................................................ 1-1 2. TEXAS COMMISSION ON ENVIRONMENTAL QUALITY RULES ......................................... 2-1 3. DESCRIPTION OF WATER USE IN THE PRODUCTION PROCESS ........................................ 3-1 3.1 City of Corpus Christi Sources and Industrial Water Use Description ......... 3-1 3.2 Model Industrial Water Conservation Plan Description of Water use in the Production Process ...................................................................................................... 3-2 4. SPECIFICATION OF WATER CONSERVATION GOALS ..................................................... 4-1 4.1 City of Corpus Christi Water Conservation Plan Goals .............................. 4-1 4.2 Model Industrial Water Conservation Plan Specification of Water Conservation Goals ...................................................................................................... 4-1 5. ACCURATE METERING TO MEASURE AND ACCOUNT FOR WATER ................................... 5-1 5.1 City of Corpus Christi Metering to Measure and Account for Water ........... 5-1 5.2 Model Industrial Water Conservation Plan Metering to Measure and Account for Water 5-1 6. LEAK DETECTION, REPAIR, AND WATER LOSS ACCOUNTING .......................................... 6-1 6.1 City of Corpus Christi Leak Detection, Repair, and Water Loss Accounting. 6-1 6.2 Model Industrial Water Conservation Plan Metering to Measure and Account for Water 6-1 7. WATER USE EFFICIENCY PROCESS AND/OR EQUIPMENT UPGRADES ............................... 7-1 7.1 Model Industrial Water Conservation Plan Water Use Efficiency Process and/or Equipment Upgrades ......................................................................................... 7-1 8. OTHER CONSERVATION PRACTICES, METHODS, OR TECHNIQUES ................................... 8-1 8.1 Model Industrial Water Conservation Plan Other Conservation Practices, Methods or Techniques ................................................................................................ 8-1 9. IMPLEMENTATION AND UPDATE OF THE MODEL WATER CONSERVATION PLAN ............... 9-1 9.1 City of Corpus Christi Implementation and Update of the Model Water Conservation Plan ....................................................................................................... 9-1 9.2 Model Industrial Water Conservation Plan Implementation and Updates ... 9-1 APPENDICES APPENDIX A List of References APPENDIX B Texas Commission on Environmental Quality Rules on Industrial or Mining Use Water Conservation Plans • Texas Administrative Code Title 30, Part 1, Chapter 288, Subchapter A, Rule §288.3 APPENDIX C TCEQ Industrial Water Conservation Plan APPENDIX D Council Resolution Adopting the Model Industrial Water Conservation Plan APPENDIX E Letter to the Region N Water Planning Group 1-1 City of Corpus Christi Model Industrial Water Conservation Plan 2020 1. INTRODUCTION AND OBJECTIVES Water supply has always been a key issue in the development of Texas. In recent years, the increasing population and economic development in Corpus Christi have led to growing demands for water supplies. At the same time, local and less expensive sources of water supply are largely developed. Additional supplies to meet higher demands will be expensive and difficult to develop. It is therefore important that efficient use of existing supplies is emphasized to make them last as long as possible. Recognizing the need for efficient use of existing water supplies, the Texas Commission on Environmental Quality (TCEQ) has developed guidelines and requirements governing the development of water conservation plans for industrial or mining uses (Appendix B) 1. This Model Industrial Water Conservation Plan includes measures that are intended to result in ongoing, long-term water savings. Best management practices established by the Texas Water Development Board were also considered in the development of the water conservation measures2. This Model Industrial Water Conservation Plan addresses all of the elements required by TCEQ. Each industrial user should customize the details to match its unique situation. At a minimum, an industry’s conservation plan should include: • Setting five-year and ten-year goals for water use (Section 4). • Completing a water conservation implementation report (Section 9). • Adopting policies or regulations approving the model plan (Section 9). The final adopted version should be provided to the City of Corpus Christi and the TCEQ. The objectives of this model plan are: • To reduce water consumption from the level that would prevail without conservation efforts. • To reduce the loss and waste of water. • To improve efficiency in the use of water. • To document the level of recycling and reuse within the industrial processes and for non- potable uses. The model plan lists the TCEQ rules; describes industrial customers for the City of Corpus Christi; provides recommendations for setting conservation goals; describes water measurement devices and methods; discusses leak detection, repair, and water loss accounting; and reports existing and future water use efficiency practices. 1 Superscripted numbers match references listed in Appendix A. 2-1 2.TEXAS COMMISSION ON ENVIRONMENTAL QUALITY RULES The TCEQ rules governing development of water conservation plans for industrial or mining use are contained in Title 30, Part 1, Chapter 288, Subchapter A, Rule 288.3 of the Texas Administrative Code (TAC). Applicable TAC rules are presented in Appendix B. Holders of an existing permit, certified filing, or certificate of adjudication for the appropriation of surface water in the amount of 1,000 acre-feet a year or more for industrial uses must develop, submit, and implement a water conservation plan. A water conservation plan is defined as “A strategy or combination of strategies for reducing the volume of water withdrawn from a water supply source, for reducing the loss or waste of water, for maintaining or improving the efficiency in the use of water, for increasing the recycling and reuse of water, and for preventing the pollution of water. A water conservation plan may be a separate document identified as such or may be contained within another water management document(s)3.” Conservation Plan Requirements The minimum requirements in the TAC Title 30, Part 1, Chapter 288 for water conservation plans for industrial or mining uses are shown below. TAC Reference Subject Plan Location 30 TAC §288.3(a)(1) Water Use in the Production Process Section 3 30 TAC §288.3(a)(2) Water Conservation Goals Section 4 30 TAC §288.3(a)(3) Accurate Metering Section 5 30 TAC §288.3(a)(4) Leak Detection, Repair, and Water Loss Accounting Section 6 30 TAC §288.3(a)(5) Water Use Efficiency Process and/or Equipment Upgrades Section 7 30 TAC §288.3(a)(6) Other Conservation Practices Section 8 30 TAC §288.3(b) Review and Update of Plan Section 9 30 TAC §288.30(2) Water Conservation Implementation Report Section 9 TCEQ has also developed a Water Conservation Model Plan for Industrial Use4 which is available on their website that meets the requirements listed above. 3-1 3. DESCRIPTION OF WATER USE IN THE PRODUCTION PROCESS 3.1 City of Corpus Christi Water Sources and Industrial Water Use Description The City of Corpus Christi utilizes multiple sources from multiple river basins. Current sources include • Lake Corpus Christi via the Nueces River (Nueces River Basin) • Choke Canyon Reservoir via the Nueces River (Nueces River Basin) • Lake Texana via the Mary Rhodes Pipeline (Lavaca River Basin) • Colorado River via the Mary Rhodes Pipeline (Colorado River Basin) All the current sources are treated at the O.N. Stevens Water Treatment Plant before distribution Separating treated demand by customer class, industrial customers represent the highest demand. accounting for 49 percent of the total. Figure 3-1 below shows the 2019 water use percentage by customer class for the City of Corpus Christi. Figure 3-1: Water Use Percentage By Customer Class In 2019, there was approximately 110,217 treated water connections. These connections can be divided into the customer classes of residential, multi-family, commercial, industrial, wholesale, and institutional. Both institutional (1,307 connections) and industrial (31 connections) customers have so few connections that they constitute only a small percentage of the total connections. Residential Single-Family customers make up the largest percentage of connections with over 90 percent of the total. 32% 4% 15% 49% Residential Institutional Commercial Industrial 3-2 Table 3-1: Annual Water Use for the Five Highest Volume Retail Customers Customer Water Use Category Annual Water Use Gallons Valero Corporation Industrial 5,238,887,000 Citgo Corporation Industrial 1,359,335,000 Flint Hills Resources Industrial 1,191,964,548 Lyondell Besell Industrial 1,774,217,000 Corpus Christi Cogeneration Industrial 590,475,000 3.2 Model Industrial Water Conservation Plan Description of Water use in the Production Process [Insert a description of water use in the production process. Show a schematic of the production process with all water use locations and flowrates. This section must include a description of the use of the water in the production process, including how the water is diverted and transported from the source(s) of supply, how the water is utilized in the production process, and the estimated quantity of water consumed in the production process and therefore unavailable for reuse, discharge, or other means of disposal.] 4-1 4.SPECIFICATION OF WATER CONSERVATION GOALS 4.1 City of Corpus Christi Water Conservation Plan Goals The City of Corpus Christi has set five and ten-year goals in the 2019 Water Conservation Plan as shown in Table 4-1. Reducing water consumption at industrial facilities will help to achieve this goal. Table 4-1: City of Corpus Christi Targets and Goals Achieve Date Target for Total GPCD Target for Water Loss (Gallons) Target for Water Loss Percentage Five-Year Target Date: 2024 195 1,611,000,000 6.6 Ten-Year Target Date: 2029 184 1,487,000,000 6.5 4.2 Model Industrial Water Conservation Plan Specification of Water Conservation Goals This section must include specification of 5-year and 10-year water conservation goals and the basis for development of such goals. The goals established by an industrial user under this subparagraph are not enforceable. To determine feasible water conservation goals, to provide the basis for these goals, and to identify a schedule for conservation savings, a four-step water conservation implementation process may be completed: 1.The first step consists of a water audit for the industrial facility. A water audit consists of an inventory of all water supplied to the site and all on-site water uses, including the amount of water used for each purpose. A comparison of the water supplied to the water used will reveal the amount of water loss. Water loss should be no more than 6.0 percent of total water supplied. 2.The second step is to identify sources of water waste and to design procedures to reduce water waste and minimize water loss. Water waste reduction measures may include reducing flow to process equipment, installing pressure-reducing valves, installing control or limit switches, or other measures. 3.The third step is to identify methods to conserve water use in the industrial process, landscape irrigation, and other water uses. Emphasize water conservation methods that address the largest water uses identified in the audit step. Conservation methods could involve upgrading to water-efficient process equipment, water-wise landscaping, retrofit of domestic plumbing fixtures with water-efficient fixtures, employee education, and other methods. 4.The fourth step is to identify opportunities to reuse process water. At the end of the process, is the water quality suitable for other uses? Is it economical to provide water treatment to improve the water quality to make it suitable for other uses? Based on the findings of the first four steps, set five and ten-year goals similar to the example below. 4-2 The [Company/Facility Name] has set a five-year goal of reducing water use to ____ ac-ft/yr by _____ [five years from date of plan] and a ten-year goal of reducing water use to ____ ac-ft/yr by _____ [ten years from date of plan]. These goals will be achieved using the following water conservation methods: In response to a charge by the 82nd Texas Legislature, the Texas Water Development Board and the TCEQ, in consultation with the Water Conservation Advisory Council, developed water use and calculation methodology for preparation of water use reports and water conservation plans in accordance with TCEQ rules. The guidance document5 contains a chapter on developing and evaluating water use in the industrial sector, including identifying total water use, appropriate metrics for evaluating water use, factors that may affect industrial water use, establishment of water conservation goals, and measurement of water savings. 5-1 5. ACCURATE METERING TO MEASURE AND ACCOUNT FOR WATER 5.1 City of Corpus Christi Metering to Measure and Account for Water One of the key elements in water conservation is careful tracking of water use and control of losses. In order to carefully track and control losses, the City of Corpus Christi meters water entering industrial facilities within an accuracy of plus or minus 5.0 percent. Meter type and sizing varies based on the industrial facility. 5.2 Model Industrial Water Conservation Plan Metering to Measure and Account for Water [Insert a description of meter locations; meter types; meter calibration frequency; meter calibration tolerance; and meter data collection, tabulation, and storage. Refer to the water use diagram as necessary. This section must include a description of the device(s) and/or method(s) within an accuracy of plus or minus five percent to be used to measure and account for the amount of water diverted from the source of supply. To assist in tracking of water usage, consider installing additional meters at key locations in the industrial process, particularly if water loss is greater than 5 percent.] 6-1 6. LEAK DETECTION, REPAIR, AND WATER LOSS ACCOUNTING 6.1 City of Corpus Christi Leak Detection, Repair, and Water Loss Accounting The Water Department has a full team of employees committed to identifying and repairing leaks in water distribution throughout the City. A crew of round-the-clock responders follow the procedure below to find and fix a leak: 1. A first responder is sent to the location to identify and mark the priority of the leak. Response time is 30 minutes to an hour. 2. Crews begin to turn the needed valves to isolate the leaking line. Line locates are called in to mark all other utility lines in the area of the leak prior to repairs. Depending on the severity of the leak these locates can take up to approx. 24 hours 3. After line locates are complete, Distribution Leak crews respond to the leak and make all needed repairs. 4. After repairs are complete, the D & D crews back fill the area and replace grass as needed. As with any aging infrastructure system, the City does have water loss between the treatment plant and the point of use. In order to reduce this water loss, the City performs an annual system water audit. This estimate of system water efficiency is achieved by comparing water delivered to the treatment plant, potable water produced, and water sold. The Water Department tracks numerous leak detection and repair activities and is able to evaluate its success using the asset management software to compile and track work orders. Using this data from the audit, the City is able to focus on specific areas where improvements in efficiency can be achieved. The City of Corpus Christi has five-year goal to maintain water loss below 6.5 percent and a ten-year goal to maintain water loss below 6.0 percent. The City encourages its industrial customers to adopt similar goals. 6.2 Model Industrial Water Conservation Plan Metering to Measure and Account for Water [This section must include a description of leak-detection, repair, and water loss accounting in the water distribution system. Please amend the description below to match operations at your facility. Plant personnel are encouraged to observe leaks as they operate and maintain facilities throughout the day. Inspection of aboveground piping and pump packing should be a normal part of employee duties. In addition, flow meter readings should be logged on a daily basis. If a water leak is indicated by any of the above means, the source of the leak should be investigated and a work order for repairs should be issued as necessary. Consider implementing an active leak detection and repair program if water loss is greater than 6.0 percent which is consistent with the City’s ten-year goal.] 7-1 7. WATER USE EFFICIENCY PROCESS AND/OR EQUIPMENT UPGRADES 7.1 Model Industrial Water Conservation Plan Water Use Efficiency Process and/or Equipment Upgrades [This section must include a description of equipment and/or process modifications to improve water use efficiency. It is suggested that each facility include a description of existing water-efficient equipment or processes to demonstrate any water conservation savings that is already being achieved. Equipment upgrades or process modifications should be a result of the third step in the four-step process recommended in Section 4.] 8-1 8. OTHER CONSERVATION PRACTICES, METHODS, OR TECHNIQUES 8.1 Model Industrial Water Conservation Plan Other Conservation Practices, Methods or Techniques [This section must include any other water conservation practice, method, or technique which the user shows to be appropriate for achieving the stated goal(s) of the water conservation plan. Other sections emphasize process water usage, equipment upgrades, and process modifications. This section should report on proposed conservation practices, methods, or techniques that address other water uses, such as domestic water use, housekeeping water use, and landscape irrigation. The water audit in Section 4 should include a survey of landscape irrigation water use. This includes measurement of the landscape area, measurement of the total irrigable area, irrigation system checks and distribution uniformity analysis, and review or development of irrigation system scheduling. The water use survey should identify currently irrigated areas where irrigation can be discontinued due to low visibility or the plant materials that do not need supplemental irrigation. The survey should also identify areas with the opportunity for process water reuse, stormwater reuse, and reuse of treated effluent for landscape irrigation. Best management practices established by the Texas Water Development Board should also be considered in the development of the water conservation measures.2] 9-1 9. IMPLEMENTATION AND UPDATE OF THE MODEL WATER CONSERVATION PLAN 9.1 City of Corpus Christi Implementation and Update of the Model Water Conservation Plan Appendix D contains a copy of the City of Corpus Christi City Council resolution adopting this Model Industrial Water Conservation Plan. The resolution designates responsible officials to implement the Model Plan. Appendix E contains a copy of a letter to the chairman of the Region N Water Planning Group to inform the planning group of this Model Industrial Water Conservation Plan. This Model Plan will be reviewed and updated every five years. 9.2 Model Industrial Water Conservation Plan Implementation and Updates For facilities required to submit an industrial water conservation an annual implementation report is required. The implementation report for industrial use must include the following: • The list of dates and descriptions of the conservation measures implemented; • Data about whether or not targets in the plans are being met; • The actual amount of water saved; and • If the targets are not being met, an explanation as to why any of the targets are not being met, including any progress on that particular target.] [Company/Facility] will submit a copy of their industrial water conservation plan to the City of Corpus Christi for their review and record. A copy of the Board of Directors resolution adopting this industrial water conservation plan for [Company/Facility] is included as an attachment. The resolution designates responsible officials to implement and enforce the industrial water conservation plan. A copy of a letter to the chairman of the Region N Water Planning Group to inform the planning group of this industrial water conservation plan is included. This water conservation plan will be reviewed and updated every five years. Appendix A List of References List of References 1. Texas Commission on Environmental Quality: “Water Conservation Plans for Industrial or Mining Use,” Texas Administrative Code Title 30 Part I Subchapter A §288.3, effective December 6, 2012. 2. Texas Water Development Board: Best Management Practices for Industrial Water Users, Austin, [Online] Available URL: https://www.twdb.texas.gov/conservation/BMPs/Ind/doc/IndMiniGuide.pdf, February 2013. 3. Texas Commission on Environmental Quality: “Definitions,” Texas Administrative Code Title 30 Part I Subchapter A §288.1, effective August 16, 2018. 4. Texas Commission on Environmental Quality TCEQ Form 20839 “Industrial Water Conservation Plan”, Austin [Online] Available URL: http://www.tceq.texas.gov/assets/public/permitting/forms/20839.docx, Revised June 2019 5. Texas Water Development Board and Texas Commission on Environmental Quality in consultation with Water Conservation Advisory Council: Guidance and Methodology for Reporting on Water Conservation and Water Use, Austin, [Online] Available URL: http://www.twdb.texas.gov/conservation/doc/SB181Guidance.pdf, December 2012. Appendix B Texas Commission on Environmental Quality Rules on Water Conservation Plans for Industrial or Mining Water Use Appendix C TCEQ Industrial Water Conservation Plan Appendix D City Council Resolution Adopting the Model Water Conservation Plan [Insert City Council resolution adopting the water conservation plan.] Appendix E Letter to the Region N Water Planning Group [Insert letter to the Region N Water Planning Group.] Supplement to Corpus Christi Water Conservation Plan To Address TAC § 288.7 Water Conservation Plans Submitted with a Water Right Application for New or Additional State Water This supplement to Corpus Christi’s Water Conservation Plan addresses the requirement of §288.7 of the Texas Administrative Code that a water conservation plan submitted with an application for a new or additional appropriation of water must include data and information which: 1. Supports the applicant’s proposed use of water with consideration of the water conservation goals of the WCP; 2. Evaluates conservation as an alternative to the proposed appropriation; and 3. Evaluates any other feasible alternative to new water development including, but not limited to, waste prevention, recycling and reuse, water transfer and marketing, regionalization, and optimum water management practices and procedures. Applicant’s proposed use of water. The applicant (City of Corpus Christi) proposes to use the water as requested from the Inner Harbor and La Quinta Channel by desalination and use for municipal purposes within Aransas, Kleberg, Nueces and San Patricio Counties. This water would be used to meet water supply needs within those counties, including retail sales to residential, commercial, manufacturing and institutional customers. Water needs were identified through the state water planning process, which considers reduced per capita water use that is consistent with the goals of Corpus Christi’s WCP. Conservation as an alternative to the requested appropriation. As part of the regional planning process, the planning groups are required to perform a comprehensive analysis of potentially feasibly water management strategies, including consideration of water conservation. The proposed water right application supports a recommended project in the 2016 Region N Water Plan and 2017 State Water Plan. The five-year and ten-year per capita goals outlined in Corpus Christi’s WCP are consistent with the 2016 Region N projections. In addition, this project promotes regionalization and serves as an alternative to existing fresh water supplies that further promotes conservation of existing fresh water supplies. Other feasible alternatives. The proposed amount of appropriation outlined in the application is consistent with the 2016 Region N Plan as evidenced by a letter attached with the water right application. The 2016 Region N Plan identified additional potentially feasible alternatives to the proposed desalination project to meet needs in Nueces County which include: • GBRA Lower Basin Off-Channel Reservoir • Additional Reuse – Corpus Christi • Manufacturing Water Conservation • O.N. Stevens WTP Improvements The 2016 Region N Plan identified additional potentially feasible alternatives to the proposed desalination project to meet needs in San Patricio County which include: • GBRA Lower Basin Off-Channel Reservoir • Manufacturing Water Conservation • Portland Reuse Pipeline • SPMWD Industrial WTP Improvements Desalination is the only recommended strategy that has sufficient quantity to meet the projected needs in these counties. DATE: October 13, 2020 TO: Peter Zanoni, City Manager FROM : Robert Rocha, Fire Chief Rrocha@cctexas.com (361) 826-3932 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing the purchase of equipment and two-year service agreement with FarrWest Environmental Supply, Inc., Schertz, Texas, for a total amount not to exceed $126,371.00, for one Hazmat Detection Portable Device and Onsite Training services for the Corpus Christi Fire Department with FY 2021 funding available from the Fire Grants Fund. SUMMARY: This motion authorizes a purchase and two-year service agreement with FarrWest Environmental Supply, Inc. for one Griffin G510 Hazmat Detection Portable Device and Onsite Training services for the Corpus Christi Fire Department (CCFD). The device and training will enhance the CCFD HazMat team’s ability to respond to emergency calls when identifying chemical warfare agents, explosives, toxic industrial chemicals, narcotics, and/or other suspicious substances. BACKGROUND AND FINDINGS: The CCFD HazMat team currently has a handheld chemical identifier, with limited detection capabilities that was purchased in 2017. The department will continue to use this device when deemed appropriate. The Griffin Hazmat Detection Portable Device will greatly advance the teams capability of identifying chemicals in the field within a fraction of the time that the team’s current equipment is capable of reporting. This device will also require a smaller testing sample as compared to the current equipment. The Griffin Griffin Hazmat Detection Equipment and Onsite Training for CCFD AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 equipment will allow the team to test solids, liquids, and gases, including trace-level detection of narcotics such as opioids, amphetamines, and other illegal substances, explosives, and environmental pollutants. The new device will help CCFD upgrade the current FEMA Type II Hazmat classification to a FEMA Type I Hazmat classification, which will allow the HazMat team to better assist local, state, and federal law enforcement agencies. Additionally, CCFD will receive a onetime onsite training by a certified instructor on the proper use of the equipment. The training will include how to utilize, clean, maintain, and calibrate the equipment. Due to COVID, the department will be working with the certified instructor to schedule the training. The agreement includes preventative maintenance, customer support, and an additional warranty to ensure the device is properly maintained. The Contracts and Procurement Department conducted a competitive Request for Bid process to obtain bids for this purchase and service agreement. The City received one responsive, responsible bid and one non-responsive bid. Staff is recommending the award to FarrWest Environmental Supply, Inc. for Griffin Hazmat Detection Equipment and Onsite Training services for CCFD in the amount of $126,371.00. City staff determined the price to be fair and reasonable as the current rate researched by reviewing estimates from other suppliers being $128,950.00 to $129,050.00 for the same product and services. CCFD has previously purchase personal protective equipment from FarrWest Environmental Supply, Inc. ALTERNATIVES: The alternative to not accepting this bid would be that the CCFD HazMat team would continue to use outdated equipment and not be able to provide a higher level of emergency response to the City’s citizens. FISCAL IMPACT: The fiscal impact in FY 2021 is $126,371.00 from the Homeland Security Grant Program – State Homeland Security Program – Law Enforcement Terrorism Prevention Activities Grant for the two-year service agreement with FarrWest Environmental Supply, Inc. FUNDING DETAIL: Fund: 1062 Fire Grants Organization/Activity: 821260F Homeland Security Grant Program, State Homeland Security Program, Law Enforcement Terrorism Prevention Activities Mission Element: 093 Respond to Emergency Call Project # (CIP Only): N/A Account: 520090 Minor Tools & Equipment RECOMMENDATION: Staff recommends approval of this motion authorizing a two-year service agreement with FarrWest Environmental Supply, Inc. for Griffin G510 Hazmat Detection Equipment and Onsite Training as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement CITY OF CORPUS CHRISTI BID TABULATION CONTRACTS AND PROCUREMENT DEPARTMENT RFB 3078 BUYER: LOIS HINOJOSA Griffin Hazmat Detection Equipment and Onsite Training for CCFD 1 (One) FLIR Griffin G510 GC-MS (SKU # 103-032-0002)EA 1 2 (One) FLIR Griffin Standard Tool Kit (P/N 241-005-0072)EA 1 3 Onsite Operator Training by Authorized FLIR Trainer EA 1 4 Two-Year Annual Preventative Maintenance Services EA 1 5 Two-Year Reachback Warranty and Support Services EA 1 * FLIR Detection, Inc is non-responsive due to incomplete document submission. FarrWest Environmental Supply, Inc. Schertz, Texas $126,371.00 $126,371.00 $0 *Included with device purchase $0.00 ITEM DESCRIPTION QTY UNIT PRICE TOTAL PRICEUNIT * FLIR Detection, Inc Stillwater, Oklahoma UNIT PRICE TOTAL PRICE $0 *Included with device purchase $0.00 $0 *Included with device purchase $0.00 $0 *Included with device purchase $0.00 $126,371.00 $126,371.00TOTAL: Page 1 of 1 Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3078 Griffin Hazmat Detection Equipment and Onsite Training for CCFD THIS Griffin Hazmat Detection Equipment and Onsite Training for CCFD Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and FarrWest Environmental Supply, Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Griffin Hazmat Detection Equipment and Onsite Training for CCFD in response to Request for Bid/Proposal No. 3078 (“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 Griffin Hazmat Detection Equipment and Onsite Training for CCFD (“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 two 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-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $126,371.00, 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. Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form March 9, 2020 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Johnnie Johnson Department: Fire Department Phone: 361-826-4653 Email: JohnnieJ@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 Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form March 9, 2020 purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not 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. Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form March 9, 2020 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator 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: Johnnie Johnson Title: Battalion Chief Address: 2406 Leopard Street, Suite 300, Corpus Christi, Texas 78408 Phone: 361-826-4653 Email: JohnnieJ@cctexas.com IF TO CONTRACTOR: FarrWest Environmental Supply, Inc. Attn: Matt Meyer Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form March 9, 2020 Title: Inside Sales Manager Address: 108 Commercial Place, Schertz, Texas 78154 Phone: 210-566-1857 Email: mmeyer@farrwestenv.com 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. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form March 9, 2020 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. 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 Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form March 9, 2020 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. [Signature Page Follows] Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form March 9, 2020 CONTRACTOR Signature: Printed Name: Title: Date: 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 1: RFB/RFP No. 3078 Exhibit 2: Contractor’s Bid/Proposal Response Matt Meyer Matt Meyer Inside Sales Manager 8/27/2020 Page 1 of 3 ATTACHMENT A: SCOPE OF WORK General Requirements/Background Information The Corpus Christi Fire Department is upgrading their current hazmat detection equipment to include one FLIR Griffin G510 Gas Chromatograph Mass Spectrometer (GC/MS) as outlined in the Scope of Work. Scope of Work Contractor shall provide one FLIR Griffin G510 Gas Chromatograph Mass Spectrometer (SKU # 103-032-0002), one Griffin G510 Standard Tool Kit (P/N 241- 005-0072), Onsite Operator Training, Two-Year Annual Preventative Maintenance, and Two-Year Reachback Warranty and Support. A. FLIR Griffin G510 Gas Chromatograph Mass Spectrometer Specifications: 1. Model: FLIR Griffin G510 Gas Chromatograph Mass Spectrometer (GC/MS) 2. SKU: 103-032-0002 3. Sample Introduction: integrated heated sample probe and liquid injector 4. Length/Width/Height: 13.25 x 13.25 x 15.75 in (33.7 x 33.7 x 40 cm) – (including batteries, carrier gas, and vacuum system) 5. Weight: 36 lbs. (16.3 kg) – (including batteries, carrier gas, and vacuum system) 6. Battery Power: 100-240V 50-60Hz (220 W max); 19V (DC); 4 x #2590 @15V Li Ion batteries (to be included) 7. Field Ready Kit (included with model) 8. GSS L1T software with Mass Spectral Library - NIST 2017 (included with model) 9. Injector Maintenance Kits (included with model) 10. Ruggedized Transport Case (included with model) B. Griffin G510 Standard Tool Kit: 1. Part Number: 241-005-0098 2. 1/4" Open end wrench (included) 3. 7/64" Hex wrench (included) Page 2 of 3 4. 5/32" Hex wrench (included) 5. 3/32" Hex wrench (included) 6. Ferrule extraction tool (included) 7. General purpose cutting tool (included) 8. 7/64" T-wrench (included) 9. 3/32" T-wrench (included) 10. Injector port weldment tool (included) 11. Tweezers (included) 12. Injector cone wrench (included) C. Onsite Operator Training of FLIR Griffin G510 Gas Chromatograph Mass Spectrometer by Authorized FLIR Trainer. 1. Contractor Administrator will work with Contractor to schedule training dates, which shall consist of three consecutive days of onsite training for CCFD staff. 2. Training to be held at the below Fire Station: Fire Station #5 3105 Leopard Street Corpus Christi, Texas 78408 D. Two-year annual preventative maintenance service for FLIR Griffin G510 Gas Chromatograph Mass Spectrometer. E. Two-Year Reachback support and warranty for FLIR Griffin G510 Gas Chromatograph Mass Spectrometer. Warranty Equipment warranted to be free from defects in material and workmanship for at least one year from the date of purchase. Two-Year Reachback Warranty to include the below: 1. Repairs: Labor, parts, and return shipping covering equipment if equipment is damaged under standard manufacturer recommended/trained use. 2. Support: Consisting of 24/7 access to technicians, chemists, and FLIR staff to assist with troubleshooting, result interpretations, and technical issues. Page 3 of 3 Special Instructions The Contractor will ship devices to Corpus Christi Fire Department Headquarters to allow for tagging and inventory. Delivery address and Point of Contact for delivery is listed below: Melanie Garza, Senior Management Assistant – Grants Administration 2406 Leopard Street, Suite 300 Corpus Christi, Texas 78408 361-826-3966 MelanieYC@cctexas.com The Contractor will work with the Fire Department Contract Administrator to schedule onsite operator training after the device has been delivered. Page 1 of 1 Attachment B – Schedule of Pricing 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, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $250,000 Per Occurrence 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 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. 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. No bond is required for this service agreement; therefore, Section 5 Insurance; Bonds, subsection (B) is null and void. 2020 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services – Services Performed Offsite 06/08/2020 Risk Management – Legal Dept. Attachment D: Warranty Requirements Equipment warranted to be free from defects in material and workmanship for at least one year from the date of purchase. Two-Year Reachback Warranty includes the below: 1. Repairs: Labor, parts, and return shipping covering equipment if equipment is damaged under standard manufacturer recommended and trained use. 2. Support: Consisting of 24/7 access to technicians, chemists, and FLIR staff to assist with troubleshooting, result interpretations, and technical issues. DATE: October 13, 2020 TO: Peter Zanoni, City Manager FROM : Robert Rocha, Fire Chief Rrocha@cctexas.com (361) 826-3932 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a three-year service agreement with Southern Tire Mart, LLC, of Columbia, Mississippi, in an amount not to exceed $299,693.10, for tire repair and replacement, and wheel alignment services for fire trucks, ambulances, and other emergency response vehicles for the Corpus Christi Fire Department, with FY 2021 funding available from the General Fund. SUMMARY: This motion authorizes a three-year service agreement with Southern Tire Mart, LLC, to provide tire repair, replacement, and wheel alignment services for the Corpus Christi Fire Department (CCFD). Tire repair, replacement and wheel alignment services for CCFD fire trucks, ambulances, and other emergency response vehicles are an important part of the fleet maintenance program. BACKGROUND AND FINDINGS: CCFD’s Fleet Maintenance Division is responsible for keeping the Fire Department’s units ready for emergency service. Tire repair, replacement, and alignment services are critical to sustaining the dependability of the fire trucks, ambulances, and other emergency response vehicles. Ensuring that all CCFD fleet units are ready to respond to emergency services is an essential part of preserving and protecting the public health and safety of the City’s residents. CCFD has roughly 160 vehicles to maintain under the new service agreement. The current contract with Beasley Tire of Houston, TX will expire in October Tire Repair, Replacement and Alignment Services for CCFD AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 and does not include wheel alignment services. Adding wheel alignment services will provide a cost savings to the department as they will no longer need to search for services outside the existing contract. The Contracts and Procurement Department conducted a competitive Request for Bid process to obtain bids for this new contract. The City received three bids, two responsive, responsible bids and one non-responsive bid. Staff is recommending the award to Southern Tire Mart, LLC as the lowest responsive responsible bidder. The new service agreement is an approximate of 40% in cost savings for the department for tire repair and replacement services. ALTERNATIVES: The alternative to not accepting this bid would be that CCFD would be required to continuously do requests for quotes for tire repair, replacement and alignment services on an as needed basis, which would result in higher costs. FISCAL IMPACT: The fiscal impact f in FY 2021 is an amount not to exceed $99,897.70, for the first year of the three-year service agreement with funding available from the General Fund. The remaining cost in an amount not to exceed $199,795.40 will be funded in future years through the annual budget process. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12050 Fire Apparatus & Shop Mission Element: 093 Respond to Emergency Calls Project # (CIP Only): N/A Account: 530100 Vehicle Repairs Cost: $49,948.85 Fund: 1020 General Fund Organization/Activity: 35100 City Ambulance Operations Mission Element: 093 Respond to Emergency Calls Project # (CIP Only): N/A Account: 530100 Vehicle Repairs Cost: $49,948.85 RECOMMENDATION: Staff recommends approval of this motion authorizing a three-year service agreement with Southern Tire Mart, LLC for Tire Repair, Replacement and Alignment services as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement CITY OF CORPUS CHRISTI BID TABULATION CONTRACTS AND PROCUREMENT DEPARTMENT RFB 3164 BUYER: LOIS HINOJOSA Tire Repair, Replacement and Alingment Services for CCFD 1 425/65R 22.5 – Firestone, Goodyear, or Michelin brand Tires EA 18 2 385/65R 22.5 – Firestone, Goodyear, or Michelin brand Tires EA 18 3 315/80R 22.5 – Firestone, Goodyear, or Michelin brand Tires EA 60 4 12R 22.5 – Firestone, Goodyear, or Michelin brand Tires EA 150 5 11R 22.5 – Firestone, Goodyear, or Michelin brand Tires EA 120 6 225/70 R19.5 Tires EA 48 7 245/75 R17 Tires EA 90 8 235/80 R17 Tires EA 300 9 265/70 R17 Tires EA 72 10 265/60 R17 Tires EA 48 11 255/65 R17 Tires EA 72 12 245/65 R17 Tires EA 24 13 265/75 R16 Tires EA 6 14 245/75 R16 Tires EA 12 15 P235/70 R16 Tires EA 24 16 P215/60 R16 Tires EA 6 17 235/75 R15 Tires EA 12 18 P225/70 R15 Tires EA 12 19 P215/60 R15 Tires EA 12 20 P195/60 R15 Tires EA 12 21 235/50 R17 Tires EA 60 22 Ambulance Tire Repair EA 300 23 Staff Unit Tire Repair EA 300 24 Service Call EA 300 25 After Hours Service Call EA 300 26 Fire Truck Wheel Alignment Service EA 50 27 Ambulance Wheel Alignment Service EA 50 28 Staff Unit Wheel Alignment Service EA 50 *The Goodyear Tire & Rubber Company was deemed non-responsive due to not being able to provide all services included in SOW. Tire Repair Services Roadside Services Wheel Alignment Services $299,693.10 $317,340.00 Fire Truck Tires Ambulance Tires $65.00 $3,250.00 $80.00 $4,000.00 $125.00 $6,250.00 $90.00 $4,500.00 $179.00 $8,950.00 $250.00 $12,500.00 $65.00 $19,500.00 $85.00 $25,500.00 $50.00 $15,000.00 $30.00 $9,000.00 $15.00 $4,500.00 $12.00 $3,600.00 $15.00 $4,500.00 $18.00 $5,400.00 $102.00 $6,120.00 $84.00 $5,040.00 $67.00 $804.00 $63.00 $756.00 $67.65 $811.80 $83.00 $996.00 $93.63 $1,123.56 $114.00 $1,368.00 $103.53 $1,242.36 $83.00 $996.00 $76.40 $458.40 $88.00 $528.00 $103.84 $2,492.16 $118.00 $2,832.00 $120.59 $1,447.08 $100.00 $1,200.00 $134.75 $808.50 $110.00 $660.00 $94.67 $2,272.08 $98.00 $2,352.00 $111.83 $8,051.76 $97.00 $6,984.00 $121.40 $5,827.20 $135.00 $6,480.00 $144.88 $10,431.36 $110.00 $7,920.00 Staff Unit Tires $128.48 $38,544.00 $146.00 $43,800.00 $131.18 $11,806.20 $157.00 $14,130.00 $228.68 $10,976.64 $161.00 $7,728.00 $303.00 $36,360.00 $318.00 $38,160.00 $337.00 $50,550.00 $360.00 $54,000.00 $487.00 $29,220.00 $530.00 $31,800.00 TOTAL: UNIT PRICE TOTAL PRICE Southern Tire Mart, LLC Columbia, Mississippi $536.00 $9,648.00 ITEM DESCRIPTION QTY UNIT PRICE TOTAL PRICEUNIT * The Goodyear Tire & Rubber Company Akron, Ohio UNIT PRICE TOTAL PRICE $635.00 $11,430.00 Beasley Tire Service Houston, Texas $486.00 $8,748.00 $760.00 $13,680.00 Page 1 of 1 Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3164 Tire Repair, Replacement, and Alignment Services for CCFD THIS Tire Repair, Replacement, and Alignment Services for CCFD Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and Southern Tire Mart, LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Tire Repair, Replacement, and Alignment Services for CCFD in response to Request for Bid/Proposal No. 3164 (“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 Tire Repair, Replacement, and Alignment Services for CCFD (“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 two additional one-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $299,693.10, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form March 9, 2020 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: Brian Moody Department: Equipment Maintenance Superintendent Phone: 361-826-3924 Email: BrianM2@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form March 9, 2020 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 4 of 8 Approved as to Legal Form March 9, 2020 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: Brian Moody Title: Equipment Maintenance Superintendent Address: 1501 Holly Road, Corpus Christi, Texas 78417 Phone: 361-826-3924 Email: BrianM2@cctexas.com IF TO CONTRACTOR: Southern Tire Mart, LLC Attn: Richard Conwill Title: Director of Government Sales Address: 800 Highway 98, Columbia, Mississippi 39429 Phone: 1-877-786-4681 Email: Richard.Conwill@stmtires.com Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form March 9, 2020 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form March 9, 2020 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 7 of 8 Approved as to Legal Form March 9, 2020 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. [Signature Page Follows] Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form March 9, 2020 CONTRACTOR Signature: Printed Name: Title: Date: 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 1: RFB/RFP No. 3164 Exhibit 2: Contractor’s Bid/Proposal Response Richard Conwill Director of Government Sales 9-11-20 Page 1 of 4 ATTACHMENT A: SCOPE OF WORK General Requirements/Background Information The Corpus Christi Fire Department Fleet Maintenance Division is responsible for keeping the Fire Department’s units ready for emergency service. Tire Repair, Replacement, and Alignment services are critical to sustaining the dependability of the fire trucks, ambulances, and other emergency response vehicles. The Contractor shall provide Tire Repair, Replacement, and Alignment Services as outlined in the Scope of Work. Scope of Work A. The Contractor will provide tire replacement for passenger tires, which shall include a road hazard warranty. B. The Contractor will be required to have 4 working service trucks. C. The Contractor must maintain stock in sufficient amount and sizes of tires to supply the reasonable demands of the City. D. The Contractor shall properly dispose of tires according to current federal and state regulations (Environmental Fees included). E. The Contractor will follow all safety precautions during emergency vehicle roadside tire services. F. The Contractor shall provide roadside emergency and non—emergency tire services for Fire Trucks, Ambulances, and Staff vehicles as needed. G. Tire replacement for Fire Trucks must be Michelin brand steer tires, size 425/62R 22.5, 385/65R 22.5, 315/80R 22.5, and 12R 22.5, 11R 22.5. H. The Contractor’s Response Time: Fire Trucks, Ambulances, and Staff Units 1. Non-Emergency/Scheduled: 1 hour (Defined as listed at CCFD and not roadside) Monday through Friday, 7:00 AM to 5:00 PM. Page 2 of 4 2. Emergency: 1 hour (Defined as roadside emergencies during normal hours stated above and all locations after hours, weekends and holidays). Tire Repair A. Contractor shall repair tires for Ambulances and Staff Units. B. Contractor will use tire patches and replace valve stems to repair tires. Wheel Alignments A. The Contractor shall provide wheel alignment services at the Contractor’s location at the request of the Fleet Operations Manager or designated staff representative. B. Wheel alignment services shall include inflating vehicle/equipment tires to the correct air pressure, inspecting the steering and suspension system, aligning the vehicle to manufacturer's specifications and a test drive to ensure all systems are aligned to the straight-ahead position and working properly. Work Site and Conditions The work shall be performed at Contractors location within the city limits of Corpus Christi, TX, Nueces County. Staff vehicles will be taken to Contractor. Loose EMS vehicle wheels will be taken to Contractor and Fire units will be taken when possible. The Contractor will on occasion pick up wheels from shop and return them with new tires installed. Special Instructions A. All repairs shall be completely documented by the Contractor. A copy of each work order or repair slip will be provided to the personnel on site at time of completion and shall provide the following information: 1. Site location of the equipment repair. 2. Unit number, make, model number, and VIN of the vehicle repaired. 3. Make and model number of any replacement parts. Page 3 of 4 B. Service to support the CCFD during emergency or disaster event. This shall require the Contractor to provide a service truck and mechanic with required parts and supplies to provide necessary tire repairs over an extended time. Warranty A. The Contractor hereby warrants all Tires and Accessories as set in the contract and the individual manufacturer’s warranty documents. The Contractor will respond, on-site for all warranty repairs within one hour following notice from Contract Administrator. B. All items shall be guaranteed for a minimum period of one year against defects in material and workmanship. C. Material and workmanship ethics shall be of the highest quality currently used in the maintenance of commercial fleet tires in accordance with the tire industry association (TIA). D. Wheel Alignment services shall be warranted for at least one-year. Post Award Security Requirements A. The Contractor will comply with all Security requirements. Due to the nature of the Fire Department Warehouse Information, Contractor employees must have clear Criminal History backgrounds, and this must be verified before each employee is cleared to work in the building. The Contractor will submit the name, address, social security number, height, weight, date of birth, copy of driver’s license or picture ID of the Contractor and each employee hired for work on this contract. A completed personal history statement and other forms may be required for security. If will be the Contract Administrator’s decision whether a Contractor’s employee is acceptable to work in the Fire department warehouse area. B. The Contractor will furnish an adequate number of employees to perform all work specified with the contract. Contractor’s employees will conduct themselves in a proper and efficient manner always, and especially to maintain a business-like relationship with others. Page 4 of 4 C. Contractor employees found to be working in any Fire Department Warehouse area who have not been cleared in advance will be required to leave the area immediately and the Contractor will be fined $500 for each employee, per instance. Changes in personnel will be provided to the Contract Administrator, in writing, prior to making such changes or before personnel begin working on City property. D. Pre-Performance Conference: Prior to commencing work under this contract, the Contractor will meet in a conference with the Contract Administrator to discuss and develop mutual understanding relative to the execution of this contract. A contract incorporating the provisions of these specifications will be provided by the City for execution by the successful Contractor. E. Performance Evaluation Meetings: The Contractor’s Manager will visit the Contract Administrator or designated representative monthly. Additional meetings will be held at the discretion of the Contract Administrator, but not less often than monthly. A mutual effort will be made to resolve all problems identified. Page 1 of 2 Attachment B – Schedule of Pricing Page 2 of 2 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 Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 Garage Keepers Legal Liability $1,500,000 Cargo/On Hook Towing Coverage $1,500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers’ compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers’ compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers’ Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor’s performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. No bond is required for this service agreement; therefore, Section 5 Insurance; Bonds, subsection (B) is null and void. 2020 Insurance Requirements Ins. Req. Exhibit CCFD Vehicle Service and Repairs 04/13/2020 Risk Management – Legal Dept. Attachment D: Warranty Requirements The Contractor hereby warrants all tires and accessories as set in the contract and the individual manufacturer’s warranty documents. The Contractor will respond, on-site for all warranty repairs within one hour following notice from Contract Administrator. All items shall be guaranteed for a minimum period of one year against defects in material and workmanship. Material and workmanship ethics shall be of the highest quality currently used in the maintenance of commercial fleet tires in accordance with the tire industry association (TIA). Wheel Alignment services shall be warranted for at least one-year. DATE: October 13, 2020 TO: Peter Zanoni, City Manager FROM: Peter Collins, Interim Director of Communications PeterC@cctexas.com (361) 826-3735 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a three-year service agreement with CaptionSource, LLC of Boerne, Texas, for a total amount not to exceed $64,350.00 to provide closed captioning services for City Council meetings and press conferences for citywide emergency situations for the Communication Department, with funding in an amount not to exceed $21,450.00 available in the FY 2021 General Fund. SUMMARY: This motion authorizes a three-year service agreement for closed captioning services. This service provides closed captioning services for City Council meetings and includes press conferences for citywide emergency situations. BACKGROUND AND FINDINGS: Per the City’s Americans with Disabilities Act (ADA) Transition Plan adopted February 2003, it states there will be closed captioning of all City Council meetings. This includes utilizing closed captioning services during City press conferences for City wide emergency situations such as announcements made due to emergency hurricane situations. Per the City’s ordinance, Chapter 24, Section 24 -96, the City is to take appropriate steps to ensure that communications with members of the public with disabilities are as effective as communications with others. Closed Captioning Services AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 The Contracts and Procurement Department conducted a Request for Proposal process to obtain proposals from qualified firms to provide closed captioning services. The City received one proposal from CaptionSource, LLC, the incumbent, and evaluated it against the published criteria. An interview was conducted, and pricing was evaluated. It was determined that CaptionSource, LLC meets all requirements and the pricing is unchanged from the current contract. Staff is recommending award to CaptionSource, LLC as the best value for the City. ALTERNATIVES: An alternative is to not provide closed captioning services, which would go against the City Council adoption of the City’s ADA Transition Plan and the American Disabilities Act pertaining to effective communication to all citizens within the community. FISCAL IMPACT: The fiscal impact in FY 2021 is an amount not to exceed $21,450.00 for the Communication Department. The remaining cost in an amount not to exceed $42,900.00 will be funded through the annual budget process. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 11470 Public Information Mission Element: 171 Communication & Shape Positive Opinion Project # (CIP Only): N/A Account: 530000 Professional Services RECOMMENDATION: Staff recommends approval of this motion authorizing a three -year service agreement with CaptionSource, LLC as presented. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Service Agreement Proposal Evaluation CaptionSource, LLCMINIMUM QUALIFICATIONS (PASS/FAIL) Required five years in business performing same services No outstanding lawsuits during last 5 years or current litigation with the City during last 5 years No outstanding regulatory issues last 5 years References Provided for firm TECHNICAL PROPOSAL (50 PTS)50 Firms' Experience (18 pts) Team's Experience (18 pts) Understanding of Project Scope (14 pts) INTERVIEW (30 PTS)30 Firms' Experience (18 pts) Team's Experience (18 pts) Understanding of Project Scope (14 pts) PRICING (20 PTS)20 Total 100 Closed Captioning Services RFP No. 3119 Pass Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3119 Closed Captioning Services THIS Closed Captioning Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and CaptionSource, LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Closed Captioning Services in response to Request for Bid/Proposal No. 3119 (“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 Closed Captioning Services (“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 3 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-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $64,350.00, 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: DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 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: Sylvia Wilson Department: Human Resources Phone: 361-826-3196 Email: SylviaW@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 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. DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 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: Sylvia Willson Title: Human Resources Project Manager Address: 1201 Leopard St. Corpus Christi, TX 78401 Phone: 361-826-3196 Fax: 361-826-3322 IF TO CONTRACTOR: CaptionSource, Inc. Attn: Whitney Riley Title: Owner Address: 30818 Keeneland Dr., Boerne, TX 78015 Phone: 210-325-5907 Fax: N/A DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 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. DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 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 c ourt 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. DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 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 Signature: Printed Name: Title: Date: 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 1: RFB/RFP No. 3119 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Whitney Riley Owner 9/17/2020 Page 1 of 2 ATTACHMENT A: SCOPE OF WORK 1. General Requirements The Contractor shall provide The City of Corpus Christi (“City”) real time closed captioning services for each of the regularly scheduled City of Corpus Christi Council meetings, Special City Council meetings and emergency broadcasts on an as-needed basis via remote access. The Contractor will be responsible for the captioned services for the hearing impaired as outlined in this Scope of Work. 2. Scope of Work A. The Contractor shall provide live closed captioning of the regularly scheduled City Council meeting currently held on Tuesdays with the exception of the first Tuesday of the month, currently commencing at 11:30 A.M. Central Time (Subject to change per City Council). City Council meetings average three per month with the exception of months that contain an extra week requiring four meetings. City Council meetings may be reduced during Spring Break in March, and designated City holidays in the months of November and December in which the average is two per month. B. Additional meetings that may require closed captioning services include Special City Council meetings and emergency broadcasts, which services shall be performed in a professional manner, consistent with industry standards. Note: meeting dates, times and locations are subject to change and additional meetings may be added throughout the year. C. The Contractor is required to complete a connection test approximately 15 minutes via remote access before the beginning of each meeting to ensure the connection is established with the City. D. The Contractor shall have their office open and available to provide assistance to the City at minimum, from 9:00 a.m. to 5:00 p.m. Central Time (except on designated City holidays). The actual live closed captioning hours may extend beyond the scheduled times listed. If a meeting is called to recess, the contractor is expected to remain on the job until the meeting is announced “Adjourned”. E. Contractor shall email the Contract Administrator an electronic draft transcript of the closed captioning in Word or PDF format within 3 to 5 business day of the meeting. 3. Contractor Responsibilities A. Contractor shall provide a qualified, real-time captionist with encoding equipment, appropriate software, hardware and back up equipment to perform live captioning. Contractor is responsible for the equipment to be DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Page 2 of 2 compatible with the equipment utilized by the City of Corpus Christi. Compatible equipment to include but is not limited to: dedicated phone line, Comrex auto answer broadcast coupler, and EEG Model EN530 HD-TV Smart closed captioning Encoder IV; or updated equipment such as this as technology evolves. B. Contractor shall ensure any person performing on Contractor’s behalf, possesses the ability, licenses, certifications and skills necessary to provide the services. Contractor must maintain and provide proof of Certified Real-Time Reporter Certificate (CRR) and at least two of the following certificates for each captioner: • Texas Certified Shorthand Reporter (SCR) or equivalent • Registered Professional Reporter (RPR) • Registered Merit Reporter (RMR) C. Contractor warrants and represents that it and any person or entity performing under this Service Agreement shall comply with all applicable federal, state, and local laws and regulations, including the Americans with Disabilities Act of 1990. D. Contractor shall provide captioning software from a reputable company that has been utilized successfully in the live closed captioning environment for at least five years. E. Contractor shall provide hardware enabling hookup and execution of closed captioning. Prior to the commencement of this Service Agreement, Contractor shall perform a test to confirm the compatibility of equipment and confirm the ability to provide a successful closed captioning service. DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 ATTACHMENT B: BID/PRICING FORM Page 1 of 1 DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Page 1of 1 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS Section 5. (A) & (B) is null to this Service Agreement DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 Page 1of 1 ATTACHMENT D: WARRANTY REQUIREMENTS Section 8. Warranty. (A) & (B) is null to this Service Agreement DocuSign Envelope ID: 8BB7FB69-F49C-4679-88FC-767BA89D4891 DATE: October 13, 2020 TO: Peter Zanoni, City Manager FROM: 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 CAPTION: Motion authorizing a three-year supply agreement with Custom-Crete, LLC, dba Mobile- Crete from Euless, Texas, in an amount not to exceed $780,600.00 for the purchase of concrete mix for curb and gutter repairs for the Public Works Department Curb & Gutter Replacement Program, with FY 2021 funding available from the Storm Water Fund. SUMMARY: This motion authorizes a three-year supply agreement for concrete mix for the Curb & Gutter Replacement Program. This program will coincide with in-house mill and overlay projects to enhance neighborhood streets by promoting positive drainage. BACKGROUND AND FINDINGS: The Public Works Department performs onsite concrete mixing to conduct concrete repairs for curb and gutter, sidewalks, driveway aprons, and ADA ramps for residential streets. The Curb & Gutter Replacement Program consist of replacing damaged curbs to promote positive drainage within neighborhood streets. For FY 2021, the Curb and Gutter Program is estimated to complete four linear miles in comparison to 2.8 miles completed in FY 2020. The Department will acquire a new curb machine into its inventory in FY 2021, which will help the Department increase quantities of concrete mix from prior contracts and why there will be an increase in completion of work. Concrete Mix for Curb and Gutter Replacement AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 The Contracts and Procurement Department conducted a competitive Request for Bid process to obtain bids for a new contract. The City received one bid. The cost submitted is below current average market pricing and is a 4% price increase from previous contract in 2017. Staff is recommending the award to the lowest, responsive, responsible bidder, Custom-Crete, LLC, dba Mobile-Crete. Mobile-Crete is the current provider of concrete mix. The increase in pricing is in line with the market price which is an average of $145 - $190 per cubic yard. ALTERNATIVES: Without this supply agreement, the Public Works Department will have increased charges per cubic yard for projects with small batch quantities for pre-mix concrete or self-mixing concrete. Lack of this agreement could result in prolonged project durations and lessen the number of projects with a curb & gutter replacement for residential streets . FISCAL IMPACT: The fiscal impact in FY 2021 is an amount not to exceed $253,000.00 with funding available from the Storm Water Fund. The remaining cost in an amount not to exceed $527,600.00 will be funded through the annual budget process. FUNDING DETAIL: Fund: 4300 Storm W ater Accounting Unit: 32003 SWO Concrete Maintenance Mission Element: 051 Maintain Pavement & Assoc Project # (CIP Only): N/A Account: 520130 Maintenance & Repairs RECOMMENDATION: Staff recommends the approval of the supply agreement with Custom-Crete, LLC, dba Mobile-Crete for Concrete for Public Works Department Curb & Gutter Replacement Program. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement ITEM Description Unit Qty Unit Price Total Price FIRST YEAR 1 Concrete 3000 PSI -5/8” Rock Cubic Yard 1800 135.00$ 243,000.00$ 2 Delivery Charge (if applicable)EA 200 50.00$ 10,000.00$ SUBTOTAL 253,000.00$ SECOND YEAR 3 Concrete 3000 PSI -5/8” Rock Cubic Yard 1800 139.00$ 250,200.00$ 4 Delivery Charge (if applicable)EA 200 50.00$ 10,000.00$ SUBTOTAL 260,200.00$ THIRD YEAR 5 Concrete 3000 PSI -5/8” Rock Cubic Yard 1800 143.00$ 257,400.00$ 6 Delivery Charge (if applicable)EA 200 50.00$ 10,000.00$ SUBTOTAL 267,400.00$ THREE YEAR TOTAL 780,600.00$ Custom-Crete, LLC, dba Mobile- Crete Euless, Texas City of Corpus Christi Contracts and Procurement Department Buyer : Marco Lozano Bid Tabulation RFB # 3125 City Street Department Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SUPPLY AGREEMENT NO. 3125 Concrete for Curb and Gutter Work THIS Concrete for Curb and Gutter Work Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Custom-Crete, LLC, DBA Mobile-Crete (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Concrete for Curb and Gutter Work in response to Request for Bid No. 3125 (“RFB”), which RFB includes the required scope of work and all specifications and which RFB and the Contractor’s bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Concrete for Curb and Gutter Work in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. “Goods,” “products”, and “supplies”, as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for three years. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $780,600.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. 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: DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 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: Velma Peña Department: Public Works Phone: 361-826-1933 Emai: VelmaP@cctexas.com 5. Insurance. 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. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to 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 products will remain with the Contractor until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item’s bid price, must be paid by the Contractor within 30 days of receipt of City’s invoice. DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any 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 products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. 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. DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 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: Velma Peña Title: Contracts and Funds Administrator Address: 2525 Hygia Street, Corpus Christi, Texas 78416 Phone: 361-826-1933 Fax: 361-826-1627 IF TO CONTRACTOR: Custom-Crete, LLC, DBA Mobile-Crete Attn: Dean Kittel Title: Operations Manager Address: 331 N. Main St., Euless, Texas 76039 Phone: 361-243-1173 Fax: N/A 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 DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 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. 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. DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 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. 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. (SIGNATURE PAGE FOLLOWS) DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 CONTRACTOR Signature: Printed Name: Title: Date: 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 Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 3125 Exhibit 2: Contractor’s Bid Response DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Operations Manager Dean Kittel 9/17/2020 Page 1 of 1 ATTACHMENT A: SCOPE OF WORK 1. General Requirements The Contractor shall provide and deliver concrete for the City Street Department to perform required work to replace curb, gutter, driveway, sidewalk, and walkways for residential and commercial areas. The Contractor shall provide concrete for curb and gutter work for the Street Department as outlined in this Scope of Work. 2. Scope of Work A. The Contractor shall supply concrete (twice per week before 12:00 PM, CT). The concrete is to be used at job sites for residential/commercial curb and gutter in various locations throughout the City of Corpus Christi and as needed. B. Concrete shall be 3000 PSI with 5/8” pea gravel or greater and include fly ash, water reducer, and/or water accelerator. Majority of loads average eight cubic yards. Ten percent of loads consist less than five cubic yards. C. The Contract Administrator shall initiate the call to order the quantities needed. D. The Contractor shall not impose a minimum order. The City will be able to order any amount at any time. E. All applicable fees are included with the delivery charge. 3. Work Site and Conditions Concrete shall be delivered and poured via concrete truck to various locations throughout the City as requested. 4. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements 5. Special Instructions The Contractor must be able to supply the concrete within 7 days. Supplier must be able to deliver the cement before 12:00 PM, CT. All concrete 3000 PSI – 5/8” pea gravel delivered shall have an accompanying delivery ticket listing the items purchased. DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D ____________ $780,600.00 DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D 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, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’ COMPENSATION (All States Endorsement if Company is not domiciled in Texas) EMPLOYER’S LIABILITY Statutory $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. DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D 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 DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D 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. 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. BOND REQUIREMENTS: No Bonds are required, therefore, Service Agreement 3125, Section 5 Insurance; Bonds subsection 5(B), is hereby void. 2020 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 04/14/2020 Risk Management – Legal Dept. DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D Page 1 of 1 ATTACHMENT D: WARRANTY REQUIREMENTS No warranty requirements for this supply agreement; Section 8. Warranty is null for this supply agreement. DocuSign Envelope ID: 0E8ACD75-FABD-486C-8BDE-BDD211BF6E4D DATE: October 13, 2020 TO: Peter Zanoni, City Manager FROM: Bill Mahaffey, Director of Gas Operations BillM@cctexas.com (361) 826-1801 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing the lease-purchase of 11 replacement trucks consisting of nine F-550 extended cab with welding body, one F-550 crew cab with canopy service body and one F-450 crew cab with bi-fuel CNG and a canopy body for the Gas Department from Silsbee Ford, Inc., in an amount of $756,314.00, for Gas Operations, with FY 2021 funding available in an amount of $75,631.40 in the Gas Fund. SUMMARY: This motion authorizes a lease-purchase of 11 trucks for use by the Gas Department through the GoodBuy Cooperative. These trucks will be used by Gas Operations staff to perform various duties such as securely haul parts, tools and small trailers and Maintenance of Lines Division for repairs, and installation of new lines. These units are replacements to the existing Gas Operations fleet. BACKGROUND AND FINDINGS: Gas Operations currently has an operational requirement to replace 11 trucks. The trucks consist of nine 2020 Ford-F550s with a welding body, one 2021 F550 Crew cab with canopy service body, and one 2020 F450 Crew cab with bi-fuel CNG, and a canopy service body. These are replacement units for trucks that have met their expected service lives of seven years. The units being replaced are 10 to 21 years old. This procurement is through the GoodBuy Cooperative. Contracts awarded through the GoodBuy Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The percentage of savings through the GoodBuy Lease-Purchase of 11 Trucks for Gas Operations AGENDA MEMORANDUM Action for the City Council Meeting of October 13, 2020 Cooperative contract is 14%, 17%, and 18% less than MSRP respectively. In view of these savings, it is the recommended method of purchase for these trucks. ALTERNATIVES: An alternative is to continue utilizing the old vehicles. However, this will result in frequent and costly repairs on the old vehicles that may lead to less construction work and slower response to emergency repairs creating loss of service to City customers if vehicles are not readily available. FISCAL IMPACT: The fiscal impact for Gas Operations in FY 2021 is $75,631.40. for the lease-purchase of 11 trucks. The remaining balance in an amount of $680,682.60 will be budgeted in future years through the annual budget process. Financing for the lease-purchase of the eleven light duty trucks is based on a sixty-month term with an estimated interest rate of 2.00% for an annual estimated payment of $151,262.80. The total estimated cost over the five -year period, including principal of $719,158.25 and interest of $37,155.75 is $756,314.00. Total Lease-Purchase Price: $ 719,158.25 Total estimated allowable interest for Lease: $ 37,155.75 Grand Total: $ 756,314.00 FUNDING DETAIL: Fund: 4130 Gas Fund Organization/Activity: 34110 Gas Maintenance and Operations Mission Element: 022 Gas Distribution System Project # (CIP Only): N/A Account: 530190 Lease-Purchase Payments RECOMMENDATION: Staff recommends approval of this motion authorizing the lease-purchase with Silsbee Ford for 11 light duty trucks as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet ITEM DESCRIPTION QUANTITY UNIT PRICE EXTENDED TOTAL 1 2020 Ford F-550 Ext. Cab with welding body 9 $61,644.58 $554,801.25 2 2021 Ford F-550 Crew Cab with canopy service body 1 $68,795.25 $68,795.25 3 2020 Ford F-450 Crew Cab with bi-fuel CNG and a canopy body 1 $95,561.75 $95,561.75 $719,158.25 Silsbee Ford Silsbee, Texas TOTAL Price Sheet Lease Purchase of Eleven Light Duty Trucks for Gas Department GOODBUY 20-8F000 VEHICLES City of Corpus Christi Contracts and Procurement Senior Buyer: Cynthia Perez Council Presentation October 13, 2020 Gas Department Purchase of Replacement 11 trucks 1 2 F550 with welding body Note: F550 with canopy service body is not pictured but larger and looks like the picture on slide 3. 3 F450 with canopy AGENDA MEMORANDUM Action Item for the City Council Meeting of October 13, 2020 DATE: September 24, 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 CAPTION: Motion awarding a construction contract to Grace Paving & Construction, Inc., of Corpus Christi, Texas for the reconstruction of Strasbourg Drive from Riom Street to Grenoble Drive, located in Council District 5, with new asphalt pavement and minor utility improvements for an amount of $771,644.25 with funding available from Street Bond 2018 Program and FY 2021 Storm Water, Water, and Wastewater Funds. SUMMARY: This motion approves a construction contract with Grace Paving & Construction, Inc., for the reconstruction of Strasbourg Drive from Riom Street to Grenoble Drive. The construction services will include new asphalt pavement, curb and gutter, sidewalks, ADA ramps, pavement markings, and minor utility improvements along the roadway. BACKGROUND AND FINDINGS: Strasbourg Drive is classified as a minor residential collector street from Riom Street to Grenoble Drive with on-street parking on both sides. The roadway was included in the Bond 2018 Program because the street exhibited extensive pavement failure throughout the project limits. Construction Contract Award Strasbourg Drive - Riom Street to Grenoble Drive (Bond 2018, Proposition A) This contract provides for the reconstruction of 0.25 miles of Strasbourg Drive from Riom Street to Grenoble Drive with new asphalt pavements, sidewalks, ADA ramps, pavement markings, and minor utility improvements. The Metropolitan Planning Organization’s (MPO) bicycle mobility plan designates that Strasbourg as a one‐way cycle track on each side of the right‐of‐way. The cycle track was considered during the initial design phase of the project but was removed from the project scope due to the safety of bicyclist and connectivity. Currently the project area does not have any existing cycle track. The cycle track if proposed will not provide connectivity to the existing cycle track and will create a safety hazard to the bicyclist. The existing utilities on Strasbourg Drive were installed in 1984 and were investigated during the project’s design phase. The investigation found the utilities to be in good condition and do not need to be replaced. PROJECT TIMELINE: O N D J F M A M J J A S O N D J F M A M 2020 2021 Design ConstructionBid/ Award 2019 The project schedule reflects City Council award in October 2020 with anticipated completion in May 2021. COMPETITIVE SOLICITATION PROCESS This project was designed and bid for asphalt pavement only. On April 22, 2019, City Council provided City staff with pavement selection recommendations for Bond 2018 street projects through a City Council Action Request Memo. On August 19, 2020, the City received eight bids. A summary of the bids is provided below. The City analyzed the bids in accordance with the contract documents and determined Grace Paving & Construction, Inc., is the lowest responsive and responsible bidder. Grace Paving & Construction, Inc., is a reputable, Corpus Christi construction company that has been in business and has successfully completed City projects like the Residential Street Rehabilitation Program’s minor street improvements. BID SUMMARY – BASE BID CONTRACTOR BASE BID Grace Paving & Construction, Inc. $771,644.25 Diamond X Contracting, Inc. $873,552.20 Mako Contracting $983,706.56 A. Ortiz Construction & Paving, Inc. $989,246.17 JE Construction Services, LLC $990,484.50 Bay, Ltd. $1,032,463.20 Clark Pipeline Services, LLC $1,165,457.25 J Carroll Weaver $1,256,021.37 Engineer’s Opinion of Probable Cost $1,186,385.23 ALTERNATIVES: The alternative is not to award the construction contract to the low-bidder, Grace Paving & Construction, Inc. This would delay the project and conflict with City Council’s goal to expedite street projects. FISCAL IMPACT: The fiscal impact in FY 2021 is an amount of $771,644.25 with funding available from the Street 2018 Bond Program, FY2021 Stormwater, Water, and Wastewater Funds. The bids received for Strasbourg Drive from Riom Street to Grenoble Drive are lower than the listed amount on the FY 2021 Capital Improvement Program (CIP). A majority of the cost savings are attributed to the utilities portion of the project. The cost savings will be utilized towards other projects that have funding shortfalls. Funding Detail: Fund: Street Bond 2018 (Fund 3556) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Strasbourg Drive from Riom to Grenoble (Proj 18044A) Account: Construction (Account #550910) Activity: 18044-A-3556-EXP Amount: $610,049.54 Fund: Storm Water (Fund 4532) Mission Elem: Storm Water Drainage (ME 043) Project No.: Strasbourg Drive from Riom to Grenoble (Proj 18044A) Account: Construction (Account #550910) Activity: 18044-A-4532-EXP Amount: $113,960.86 Fund: Water (Fund 4096) Mission Elem: Water Distribution System (ME 041) Project No.: Strasbourg Drive from Riom to Grenoble (Proj 18044A) Account: Construction (Account #550910) Activity: 18044-A-4096-EXP Amount: $44,914.65 Fund: Wastewater (Fund 4249) Mission Elem: Wastewater Collection System (ME 042) Project No.: Strasbourg Drive from Riom to Grenoble (Proj 18044A) Account: Construction (Account #550910) Activity: 18044-A-4249-EXP Amount: $2,719.20 RECOMMENDATION: City staff recommends awarding low bidder, Grace Paving & Construction, Inc., a construction contract in an amount of $771,644.25 for the reconstruction of Strasbourg Drive from Riom Street to Grenoble Drive. SUPPORTING DOCUMENTS: Location Map Construction Contract CCAR Memo BID DATE: Wed., August 19, 2020 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT A1 Mobilization (5% Max of General Items)LS 1 2,548.89$ 2,548.89$ 2,600.00$ 2,600.00$ 4,000.00$ 4,000.00$ 3,147.08$ 3,147.08$ 2,100.00$ 2,100.00$ 2,000.00$ 2,000.00$ 5,000.00$ 5,000.00$ 7,760.37$ 7,760.37$ A2 Bonds and Insurance AL 1 28,575.00$ 28,575.00$ 13,000.00$ 13,000.00$ 24,000.00$ 24,000.00$ 23,185.46$ 23,185.46$ 18,000.00$ 18,000.00$ 9,500.00$ 9,500.00$ 15,000.00$ 15,000.00$ 9,520.00$ 9,520.00$ A3 Ozone Day DAY 2 63.50$ 127.00$ 300.00$ 600.00$ 1.00$ 2.00$ 50.00$ 100.00$ 13.00$ 26.00$ 140.00$ 280.00$ 437.50$ 875.00$ 560.00$ 1,120.00$ A4 Clear ROW AC 2.35 3,499.25$ 8,223.24$ 1,500.00$ 3,525.00$ 7,500.00$ 17,625.00$ 9,000.00$ 21,150.00$ 12,000.00$ 28,200.00$ 4,400.00$ 10,340.00$ 3,750.00$ 8,812.50$ 25,319.54$ 59,500.92$ A5 Traffic Control Mobilization/Adjustments EA 2 1,270.00$ 2,540.00$ 5,000.00$ 10,000.00$ 5,000.00$ 10,000.00$ 6,000.00$ 12,000.00$ 5,000.00$ 10,000.00$ 3,700.00$ 7,400.00$ 6,875.00$ 13,750.00$ 11,200.00$ 22,400.00$ A6 Traffic Control Items (Signs, Barricades, etc.)MO 4 1,016.00$ 4,064.00$ 1,200.00$ 4,800.00$ 1,000.00$ 4,000.00$ 1,000.00$ 4,000.00$ 1,100.00$ 4,400.00$ 1,500.00$ 6,000.00$ 2,343.75$ 9,375.00$ 8,960.00$ 35,840.00$ A7 Block Sodding SY 1945 5.74$ 11,164.30$ 9.00$ 17,505.00$ 10.00$ 19,450.00$ 13.00$ 25,285.00$ 14.50$ 28,202.50$ 8.05$ 15,657.25$ 6.88$ 13,381.60$ 6.72$ 13,070.40$ A8 Silt Fence LF 500 2.69$ 1,345.00$ 3.00$ 1,500.00$ 4.25$ 2,125.00$ 5.00$ 2,500.00$ 3.50$ 1,750.00$ 6.10$ 3,050.00$ 6.25$ 3,125.00$ 5.32$ 2,660.00$ A9 Curb Inlet Protection EA 8 30.16$ 241.28$ 50.00$ 400.00$ 100.00$ 800.00$ 300.00$ 2,400.00$ 250.00$ 2,000.00$ 400.00$ 3,200.00$ 312.50$ 2,500.00$ 336.00$ 2,688.00$ A10 Storm Water Pollution Prevention Plan EA 1 1,079.50$ 1,079.50$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 1,500.00$ 1,500.00$ 1,300.00$ 1,300.00$ 31,250.00$ 31,250.00$ 11,200.00$ 11,200.00$ 59,908.21$ 56,430.00$ 84,502.00$ 96,267.54$ 96,178.50$ 58,727.25$ 103,069.10$ 165,759.69$ B1 Mobilization (5% Max of Street Improvements)LS 1 $ 19,331.94 19,331.94$ 22,300.00$ 22,300.00$ 25,000.00$ 25,000.00$ 23,968.01$ 23,968.01$ $ 20,000.00 20,000.00$ 20,045.00$ 20,045.00$ 31,250.00$ 31,250.00$ 31,041.43$ 31,041.43$ B2 Street Salvage and Excavation SY 6667 $ 6.71 44,735.57$ 4.00$ 26,668.00$ 10.50$ 70,003.50$ 9.50$ 63,336.50$ $ 13.00 86,671.00$ 7.00$ 46,669.00$ 10.00$ 66,670.00$ 11.75$ 78,337.25$ B3 Demolition of Driveway SF 5475 $ 3.79 20,750.25$ 5.00$ 27,375.00$ 3.50$ 19,162.50$ 5.00$ 27,375.00$ $ 5.00 27,375.00$ 7.00$ 38,325.00$ 5.21$ 28,524.75$ 2.95$ 16,151.25$ B4 2.5" TY 'D' HMAC SY 5756 $ 17.38 100,039.28$ 17.00$ 97,852.00$ 23.00$ 132,388.00$ 19.75$ 113,681.00$ $ 20.00 115,120.00$ 21.00$ 120,876.00$ 25.48$ 146,662.88$ 22.12$ 127,322.72$ B5 Prime Coat (0.15 Gal/SY)GAL 864 $ 7.02 6,065.28$ 6.20$ 5,356.80$ 6.14$ 5,304.96$ 5.00$ 4,320.00$ $ 5.00 4,320.00$ 5.50$ 4,752.00$ 8.00$ 6,912.00$ 11.40$ 9,849.60$ B6 Limestone Base (8")SY 6667 $ 20.87 139,140.29$ 19.00$ 126,673.00$ 22.00$ 146,674.00$ 22.00$ 146,674.00$ $ 22.00 146,674.00$ 23.00$ 153,341.00$ 27.50$ 183,342.50$ 26.69$ 177,942.23$ B7 Geogrid SY 6667 $ 3.01 20,067.67$ 3.00$ 20,001.00$ 4.25$ 28,334.75$ 6.00$ 40,002.00$ $ 4.00 26,668.00$ 4.00$ 26,668.00$ 5.63$ 37,535.21$ 3.75$ 25,001.25$ B8 Compacted Subgrade (12")SY 6667 $ 0.48 3,200.16$ 5.00$ 33,335.00$ 3.00$ 20,001.00$ 4.00$ 26,668.00$ $ 4.00 26,668.00$ 2.95$ 19,667.65$ 5.19$ 34,601.73$ 2.44$ 16,267.48$ B9 Speed Hump EA 1 $ 2,999.74 2,999.74$ 2,100.00$ 2,100.00$ 3,500.00$ 3,500.00$ 3,500.00$ 3,500.00$ $ 5,500.00 5,500.00$ 2,500.00$ 2,500.00$ 6,250.00$ 6,250.00$ 3,920.00$ 3,920.00$ B10 Speed Table EA 1 $ 3,831.59 3,831.59$ 2,500.00$ 2,500.00$ 12,500.00$ 12,500.00$ 4,500.00$ 4,500.00$ $ 6,000.00 6,000.00$ 13,300.00$ 13,300.00$ 9,375.00$ 9,375.00$ 5,040.00$ 5,040.00$ B11 Driveways SF 5475 $ 8.35 45,716.25$ 10.00$ 54,750.00$ 8.50$ 46,537.50$ 10.00$ 54,750.00$ $ 8.60 47,085.00$ 18.50$ 101,287.50$ 10.94$ 59,896.50$ 15.68$ 85,848.00$ B12 Pavement Marking TYPE I, 90 MIL (Y)(4")(SLD)(REFL)LF 30 $ 3.12 93.60$ 2.90$ 87.00$ 3.00$ 90.00$ 5.00$ 150.00$ $ 3.50 105.00$ 3.25$ 97.50$ 3.13$ 93.90$ 2.80$ 84.00$ B13 Pavement Marking TYPE I, 90 MIL (Y)(4")(BRK)(REFL)LF 1196 $ 2.18 2,607.28$ 2.00$ 2,392.00$ 2.10$ 2,511.60$ 2.50$ 2,990.00$ $ 2.50 2,990.00$ 2.25$ 2,691.00$ 2.19$ 2,619.24$ 1.96$ 2,344.16$ B14 Pavement Marking, TYPE II A-A RAISED, (YELLOW)(REFL)EA 28 $ 18.75 525.00$ 17.00$ 476.00$ 18.00$ 504.00$ 20.00$ 560.00$ $ 22.00 616.00$ 20.00$ 560.00$ 18.75$ 525.00$ 16.80$ 470.40$ B15 Pavement Marking, TYPE II B-B- RAISED (BLUE)(FH)(REFL)EA 3 $ 31.25 93.75$ 30.00$ 90.00$ 30.00$ 90.00$ 30.00$ 90.00$ $ 35.00 105.00$ 34.00$ 102.00$ 31.25$ 93.75$ 28.00$ 84.00$ B16 Pavement Marking, SPEED HUMP, TY C, 125 MIL (W)(REFL)EA 2 $ 468.75 937.50$ 445.00$ 890.00$ 450.00$ 900.00$ 500.00$ 1,000.00$ $ 530.00 1,060.00$ 510.00$ 1,020.00$ 468.75$ 937.50$ 420.00$ 840.00$ B17 Pavement Marking, SPEED TABLE, TY C, 125 MIL (W)(REFL)EA 2 $ 718.75 1,437.50$ 680.00$ 1,360.00$ 690.00$ 1,380.00$ 600.00$ 1,200.00$ $ 815.00 1,630.00$ 790.00$ 1,580.00$ 718.75$ 1,437.50$ 644.00$ 1,288.00$ B18 Pavement Marker, TY C, STOP BAR, 125 MIL, (W)(24")(REFL)LF 20 $ 31.25 625.00$ 30.00$ 600.00$ 30.00$ 600.00$ 30.00$ 600.00$ $ 35.00 700.00$ 34.00$ 680.00$ 31.25$ 625.00$ 28.00$ 560.00$ B19 Pavement Marker, CROSSWALK, TY C, 125 MIL, (W)(24")(REFL)LF 133 $ 25.00 3,325.00$ 24.00$ 3,192.00$ 24.00$ 3,192.00$ 22.00$ 2,926.00$ $ 28.00 3,724.00$ 27.00$ 3,591.00$ 25.00$ 3,325.00$ 22.40$ 2,979.20$ B20 Traffic Sign and Triangular Slip-Base Support EA 13 $ 1,045.50 13,591.50$ 1,100.00$ 14,300.00$ 1,020.00$ 13,260.00$ 850.00$ 11,050.00$ $ 1,200.00 15,600.00$ 1,200.00$ 15,600.00$ 1,062.50$ 13,812.50$ 952.00$ 12,376.00$ B21 Removal of Sign and Support EA 6 $ 42.33 253.98$ 300.00$ 1,800.00$ 150.00$ 900.00$ 375.00$ 2,250.00$ $ 78.00 468.00$ 200.00$ 1,200.00$ 1,250.00$ 7,500.00$ 84.00$ 504.00$ B22 Allowance for Unanticipated Street Improvements AL 1 $ 25,000.00 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ $ 25,000.00 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ CLARK PIPELINE SERVICES 6229 Leopard St CC, TX 78409 J CARROLL WEAVER PO Box 1361 Sinton, TX 78387 JE CONSTRUCTION SERV 7505 UpRiver Rd CC, TX 78409 BAY LTD 401 Corn Products Rd CC, TX 78409 STRASBOURG DRIVE - RIOM ST TO GRENOBLE DR GRACE PAVING & CONSTR DIAMOND X CONTRACTING MAKO CONTRACTING A ORTIZ CONSTR & PAVING TABULATION OF BIDS CITY OF CORPUS CHRISTI, TEXAS - CONTRACTS AND PROCUREMENT DEPT. 102 Airport Rd RFB 3139 CC, TX 78405 Johnson City, 78636 CC, TX 78411 CC. TX 78405 PROJECT NO 18044A 4237 Baldwin PO Box 1701 3636 S Alameda, B153 PART A - GENERAL SUBTOTAL PART A - GENERAL PART B - STREET IMPROVEMENTS Page 1 of 2 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT CLARK PIPELINE SERVICES 6229 Leopard St CC, TX 78409 J CARROLL WEAVER PO Box 1361 Sinton, TX 78387 JE CONSTRUCTION SERV 7505 UpRiver Rd CC, TX 78409 BAY LTD 401 Corn Products Rd CC, TX 78409 STRASBOURG DRIVE - RIOM ST TO GRENOBLE DR GRACE PAVING & CONSTR DIAMOND X CONTRACTING MAKO CONTRACTING A ORTIZ CONSTR & PAVING 102 Airport Rd RFB 3139 CC, TX 78405 Johnson City, 78636 CC, TX 78411 CC. TX 78405 PROJECT NO 18044A 4237 Baldwin PO Box 1701 3636 S Alameda, B153 454,368.13$ 469,097.80$ 557,833.81$ 556,590.51$ 564,079.00$ 599,552.65$ 666,989.96$ 623,250.97$ C1 Mobilization (5% Max of ADA Improvements)LS 1 $ 4,075.43 4,075.43$ 7,300.00$ 7,300.00$ 7,000.00$ 7,000.00$ 6,529.55$ 6,529.55$ $ 4,300.00 4,300.00$ 6,000.00$ 6,000.00$ 8,125.00$ 8,125.00$ 6,208.28$ 6,208.28$ C2 Demolition of Sidewalk SF 11095 $ 1.97 21,857.15$ 4.00$ 44,380.00$ 2.75$ 30,511.25$ 4.50$ 49,927.50$ $ 3.00 33,285.00$ 2.10$ 23,299.50$ 2.50$ 27,737.50$ 7.29$ 80,882.55$ C3 Sidewalk Retaining Curb LF 100 $ 10.60 1,060.00$ 90.00$ 9,000.00$ 20.00$ 2,000.00$ 30.00$ 3,000.00$ $ 75.00 7,500.00$ 50.00$ 5,000.00$ 46.61$ 4,661.00$ 36.12$ 3,612.00$ C4 Sidewalk SF 11095 $ 4.68 51,924.60$ 6.00$ 66,570.00$ 7.50$ 83,212.50$ 6.50$ 72,117.50$ $ 7.50 83,212.50$ 10.00$ 110,950.00$ 9.27$ 102,850.65$ 7.28$ 80,771.60$ C5 ADA Ramp SF 798 $ 17.99 14,356.02$ 30.00$ 23,940.00$ 24.00$ 19,152.00$ 22.00$ 17,556.00$ $ 18.00 14,364.00$ 16.00$ 12,768.00$ 22.50$ 17,955.00$ 9.80$ 7,820.40$ C6 Allowance for Unanticipated ADA Improvements AL 1 $ 2,500.00 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ $ 2,500.00 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 95,773.20$ 153,690.00$ 144,375.75$ 151,630.55$ 145,161.50$ 160,517.50$ 163,829.15$ 181,794.83$ D1 Mobilization (5% Max of Stormwater Improvements)LS 1 $ 4,850.13 4,850.13$ 6,400.00$ 6,400.00$ 5,700.00$ 5,700.00$ 5,791.57$ 5,791.57$ $ 4,300.00 4,300.00$ 6,200.00$ 6,200.00$ 8,750.00$ 8,750.00$ 6,208.28$ 6,208.28$ D2 Removal of Storm Mains (12"-30")LF 50 $ 84.73 4,236.50$ 13.00$ 650.00$ 50.00$ 2,500.00$ 50.00$ 2,500.00$ $ 12.00 600.00$ 69.00$ 3,450.00$ 43.75$ 2,187.50$ 215.55$ 10,777.50$ D3 Demolition of Curb and Gutter LF 2917 $ 4.64 13,534.88$ 9.00$ 26,253.00$ 7.00$ 20,419.00$ 6.50$ 18,960.50$ $ 4.50 13,126.50$ 9.20$ 26,836.40$ 6.25$ 18,231.25$ 5.54$ 16,160.18$ D4 18" RCP (Class III)LF 50 $ 130.45 6,522.50$ 100.00$ 5,000.00$ 90.00$ 4,500.00$ 130.00$ 6,500.00$ $ 115.00 5,750.00$ 150.00$ 7,500.00$ 172.19$ 8,609.50$ 469.70$ 23,485.00$ D5 6" Curb and Gutter LF 2917 $ 19.07 55,627.19$ 21.00$ 61,257.00$ 22.00$ 64,174.00$ 23.00$ 67,091.00$ $ 25.00 72,925.00$ 27.00$ 78,759.00$ 23.75$ 69,278.75$ 33.60$ 98,011.20$ D6 5' Curb Inlet Reconstruct Top 24" of Inlet EA 7 $ 2,177.14 15,239.98$ 2,200.00$ 15,400.00$ 4,400.00$ 30,800.00$ 2,250.00$ 15,750.00$ $ 3,900.00 27,300.00$ 3,400.00$ 23,800.00$ 6,250.00$ 43,750.00$ 4,047.96$ 28,335.72$ D7 5' Curb Inlet Reconstruct Top of Inlet and Grout Bottom EA 1 $ 2,557.78 2,557.78$ 5,000.00$ 5,000.00$ 4,400.00$ 4,400.00$ 2,500.00$ 2,500.00$ $ 3,900.00 3,900.00$ 4,900.00$ 4,900.00$ 10,000.00$ 10,000.00$ 5,855.53$ 5,855.53$ D8 Adjust Ring and Cover to Grade (Storm)EA 2 $ 1,217.93 2,435.86$ 2,000.00$ 4,000.00$ 1,800.00$ 3,600.00$ 2,200.00$ 4,400.00$ $ 1,000.00 2,000.00$ 3,900.00$ 7,800.00$ 2,103.75$ 4,207.50$ 1,680.00$ 3,360.00$ D9 Connect to Existing Inlet EA 2 $ 1,025.52 2,051.04$ 2,500.00$ 5,000.00$ 1,800.00$ 3,600.00$ 1,000.00$ 2,000.00$ $ 800.00 1,600.00$ 820.00$ 1,640.00$ 5,000.00$ 10,000.00$ 3,920.00$ 7,840.00$ D10 OSHA Trench Safety Plan LF 50 $ 19.05 952.50$ 11.00$ 550.00$ 6.00$ 300.00$ 50.00$ 2,500.00$ $ 2.00 100.00$ 20.00$ 1,000.00$ 43.75$ 2,187.50$ 16.80$ 840.00$ D11 OSHA Manhole/Junction Box/Inlet Safety Plan EA 1 $ 952.50 952.50$ 600.00$ 600.00$ 900.00$ 900.00$ 1,500.00$ 1,500.00$ $ 200.00 200.00$ 2,000.00$ 2,000.00$ 937.50$ 937.50$ 5,040.00$ 5,040.00$ D12 Allowance for Unanticipated Stormwater Improvements AL 1 $ 5,000.00 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ $ 5,000.00 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 113,960.86$ 135,110.00$ 145,893.00$ 134,493.07$ 136,801.50$ 168,885.40$ 183,139.50$ 210,913.41$ E1 Mobilization (5% Max of Water Improvements)LS 1 $ 1,911.35 1,911.35$ 2,500.00$ 2,500.00$ 4,000.00$ 4,000.00$ 1,984.50$ 1,984.50$ $ 2,000.00 2,000.00$ 650.00$ 650.00$ 2,187.50$ 2,187.50$ 3,104.15$ 3,104.15$ E2 8" C-900 PVC Water Line LF 74 $ 76.37 5,651.38$ 130.00$ 9,620.00$ 102.00$ 7,548.00$ 50.00$ 3,700.00$ $ 84.00 6,216.00$ 83.00$ 6,142.00$ 128.13$ 9,481.62$ 138.88$ 10,277.12$ E3 8"x45° D. I. Bend EA 6 $ 910.17 5,461.02$ 700.00$ 4,200.00$ 720.00$ 4,320.00$ 800.00$ 4,800.00$ $ 350.00 2,100.00$ 300.00$ 1,800.00$ 350.00$ 2,100.00$ 672.00$ 4,032.00$ E4 8" D. I. Tee EA 1 $ 2,509.52 2,509.52$ 290.00$ 290.00$ 840.00$ 840.00$ 1,250.00$ 1,250.00$ $ 1,400.00 1,400.00$ 1,700.00$ 1,700.00$ 1,298.75$ 1,298.75$ 896.00$ 896.00$ E5 Water Main Connection (Tie to Existing)EA 3 $ 1,143.00 3,429.00$ 4,000.00$ 12,000.00$ 1,800.00$ 5,400.00$ 2,500.00$ 7,500.00$ $ 3,000.00 9,000.00$ 1,200.00$ 3,600.00$ 1,537.50$ 4,612.50$ 6,160.00$ 18,480.00$ E6 OSHA Trench Safety Plan LF 74 $ 12.87 952.38$ 10.60$ 784.40$ 6.00$ 444.00$ 25.00$ 1,850.00$ $ 2.00 148.00$ 6.60$ 488.40$ 2.50$ 185.00$ 16.80$ 1,243.20$ E7 Allowance for Unanticipated Water Improvements AL 1 $ 25,000.00 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ $ 25,000.00 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 44,914.65$ 54,394.40$ 47,552.00$ 46,084.50$ 45,864.00$ 39,380.40$ 44,865.37$ 63,032.47$ F1 Mobilization (5% Max of Wastewater Improvements)LS 1 $ 116.84 116.84$ 230.00$ 230.00$ 250.00$ 250.00$ 180.00$ 180.00$ $ 100.00 100.00$ 150.00$ 150.00$ 168.75$ 168.75$ 250.00$ 250.00$ F2 Adjust Existing Ring and Cover to Grade EA 1 $ 1,102.36 1,102.36$ 3,100.00$ 3,100.00$ 1,800.00$ 1,800.00$ 2,500.00$ 2,500.00$ $ 800.00 800.00$ 3,750.00$ 3,750.00$ 1,895.42$ 1,895.42$ 9,520.00$ 9,520.00$ F3 Allowance for Unanticipated Wastewater Improvements AL 1 $ 1,500.00 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ $ 1,500.00 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ 1,500.00$ 2,719.20$ 4,830.00$ 3,550.00$ 4,180.00$ 2,400.00$ 5,400.00$ 3,564.17$ 11,270.00$ 771,644.25$ 873,552.20$ 983,706.56$ 989,246.17$ 990,484.50$ 1,032,463.20$ 1,165,457.25$ 1,256,021.37$ SUBTOTAL PART C - ADA IMPROVEMENTS SUBTOTAL PART B - STREET IMPROVEMENTS PART C - ADA IMPROVEMENTS SUBTOTAL PART F - WASTEWTR IMPROVEMENTS TOTAL BASE BID - (PARTS A THRU F) PART D - STORMWATER IMPROVEMENTS SUBTOTAL PART D - STORMWATER IMPR PART E - WATER IMPROVEMENTS SUBTOTAL PART E - WATER IMPROVEMENTS PART F - WASTEWATER IMPROVEMENTS Shaded cells indicate extension error by bidder - totals shown have been corrected Page 2 of 2 Agreement 00 52 23 - 1 18044A Strasbourg Dr – Riom St to Grenoble Dr Rev 7/2020 00 52 23 AGREEMENT This Agreement is between the City of Corpus Christi (Owner) and Grace Paving & Construction, Inc. (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: Strasbourg Drive from Riom Street to Grenoble Drive (Bond 2018, Proposition A) Project No. 18044A ARTICLE 2 – DESIGNER AND OWNER’S AUTHORIZED REPRESENTATIVE 2.01 The Project has been designed by: Urban Engineering 2725 Swantner Corpus Christi, Texas 78404 stephens@urbaneng.com murfh@urbaneng.com 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 120 days after the date when the Contract Times commence to run as provided in the Notice to Proceed and is to be completed Agreement 00 52 23 - 2 18044A Strasbourg Dr – Riom St to Grenoble Dr Rev 7/2020 and ready for final payment in accordance with Paragraph 17.16 of the General Conditions within 150 days after the date when the Contract Times commence to run. 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 01 35 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 $1,000 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 01 35 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 $ 771,644.25 Agreement 00 52 23 - 3 18044A Strasbourg Dr – Riom St to Grenoble Dr 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.B, 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 00 52 23 - 4 18044A Strasbourg Dr – Riom St to Grenoble Dr 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 00 52 23 - 5 18044A Strasbourg Dr – Riom St to Grenoble Dr 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 01 00 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 00 52 23 - 6 18044A Strasbourg Dr – Riom St to Grenoble Dr Rev 7/2020 ARTICLE 10 – CONTRACT DOCUMENT SIGNATURES ATTEST CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Michael Rodriguez Chief of Staff __________________________ AUTHORIZED APPROVED AS TO LEGAL FORM: BY COUNCIL ___________________________ Assistant City Attorney ATTEST (IF CORPORATION) CONTRACTOR Grace Paving & Construction Inc (Seal Below) By: Note: Attach copy of authorization to sign if person signing for CONTRACTOR is not President, Vice President, Chief Executive Officer, or Chief Financial Officer Title: 4237 Baldwin Blvd Address Corpus Christi, TX 78405 City State Zip 361/883-3232 Phone Fax gracepaving@aol.com EMail END OF SECTION 37 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Strasbourg Dr. - Riom St. to Grenoble Dr. LOCATION MAP NOT TO SCALE PROJECT NUMBER: 18044A PROJECT LOCATION PROJECT LOCATION VICINITY MAP NOT TO SCALE N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Strasbourg Dr. - Riom St. to Grenoble Dr. Project Number: 18044AVICINITY MAP NOT TO SCALE Yo r k t o w n B l v d Cimarron BlvdStrasbourg Dr. Gr e n o b l e D r . Riom St . AGENDA MEMORANDUM Action Item for the City Council Meeting of October 13, 2020 DATE: September 22, 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 CAPTION: Motion authorizing a professional service agreement with Bath Engineering Corporation of Corpus Christi, Texas for site analysis and investigation and to provide design, bid and construction administration phase services for lighting improvements in the Downtown area in an amount of $58,393.00, located in City Council District 1, with funding available from the Bond 2018 Street Fund. SUMMARY: This motion authorizes a professional services contract with Bath Engineering Corporation for site analysis and investigation, and to provide engineering design, bid, and construction phase services for Downtown area street lighting improvements. This contract will focus on Water Street from Resaca to Kinney, Chaparral from Harbor to Coopers Alley, and Mesquite from Hirsch to Interstate Highway 37 to improve street lighting by installation of underground conduit, pole replacement, and installation or replacement of LED lights. BACKGROUND AND FINDINGS: The Downtown Lighting Improvements project is a Bond 2018 project approved by voters in November 2018. The existing lighting at Water Street from Resaca to Kinney (1.40 miles), Chaparral from Harbor to Cooper’s Alley (1.21 miles), and Mesquite from Hirsch to Interstate Professional Services Contract Downtown Lighting Improvement (Bond 2018, Proposition B) Highway 37 (0.27 miles) is inadequate and does not meet the City street lighting design policy and procedures. These areas are heavily used by residents and visitors. The selected streets were recommended areas of improvement by the Downtown Management District as part of a preliminary study conducted in August 2018. The Downtown area streetlights are spaced along the roadways between intersections with low light levels at the intersections. Some of the existing concrete poles are in poor condition with several cracks and corrosion on the reinforcing steel. The professional services contract will include a site analysis and investigation of the impacted areas, prepare the design plans and specification for lighting improvement to include installation of underground conduit, pole replacement, and installation or replacement of LED lights. The total construction cost of the project is currently unknown. The preliminary estimate was in an amount of $500,000.00 in 2018 but it is expected that additional improvements will increase the total construction cost. The Engineer will provide the recommendation and prepare the construction cost estimate. PROJECT TIMELINE: O N D J F M A M J J A Design 2020 Bid/Award Construction 2021 Project schedule reflects City Council award of design in October 2020 with anticipated completion in April 2021. COMPETITIVE SOLICITATION PROCESS Bath Engineering Corporation was selected for the Bond 2018 Downtown Street Lighting improvement in February 2019 under RFQ 2018-10. The Downtown Street Lighting Project was announced under the Group A-Transportation Category of the RFQ. Fifteen firms submitted under the Transportation Category and out of the fifteen firms thirteen firms were selected. Bath Engineering Corporation was one of the thirteen firms selected in the Transportation Category. The selection committee was comprised of representatives from the Street Department and Engineering Services. The final evaluation ranked Bath Engineering Corporation as the highest ranked firm 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: Any alternative to awarding this contract to Bath Engineering Corporation will delay construction of the project and impede Council goals of completing Bond 2018 street projects in a timely manner and within budget. FISCAL IMPACT: The fiscal impact for FY 2021 is an amount of $58,393.00 with funding available from the Bond 2018 Street Proposition B. FUNDING DETAIL: The project is funded by Bond 2018. The Capital Improvement Program (CIP) show the project is planned for FY 2022 but the project is ready to be implemented. Fund: Street Bond 2020 Bond 18, Proposition B (Fund 3557) Mission Elem: Street Pavement Maintenance (051) Project: Downtown Lighting Improvements (Project No. 18165A) Account: Outside Consultants (550950) Activity: 18165-A-3557-EXP Amount: $58,393.00 RECOMMENDATION: Staff recommends awarding the contract to Bath Engineering Corporation, in the amount of $58,393.00. The design phase will start in October 2020 with completion planned in August 2021. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Contract Downtown LightingImprovement (Bond 2018, Proposition B) Location Map CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXASDEPARTMENT OF ENGINEERING SERVICES Project Location IH 37WATERSHORELINECHAPARRALMESQUITEHIRSCH STAPLESKINNEY COOPERS A L L E YTANCAHUA PROJECT NUMBER: 18165ATANCAHUAID Location Chaparral to Kinney Chaparral to CoopersAlley HirschtoIH37 MesquitetoHirsch Contract for Professional Services Page 1 of 12 Revised February 2020 SERVICE AGREEMENT NO. 3253 CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT 18165A DOWNTOWN STREET LIGHTING IMPROVEMENTS The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and BATH ENGINEERING CORPORATION, 5656 SOUTH STAPLES ST., SUITE 110, CORPUS CHRISTI, NUECES, TEXAS, 78411, 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 2 of 12 Revised February 2020 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 XIII 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 3 of 12 Revised February 2020 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. 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 $58,393.00. 3.2 The Consultant’s fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 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 4 of 12 Revised February 2020 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 5 of 12 Revised February 2020 4.2 The term of this Agreement will be for a period of six years beginning on the effective date, unless extended by authority of the City Manager or designee. 4.3 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. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant’s ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant’s ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, “completion of the Project” refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V – OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor’s cost of labor, materials or equipment, or over the contractor’s methods of determining prices, or over competitive bidding or market conditions, Consultant’s opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant’s experience and qualifications and represent Consultant’s best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI – INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII – INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person’s agent, employee or subconsultant, over which the City exercises control (“Indemnitee”) from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the Contract for Professional Services Page 6 of 12 Revised February 2020 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 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. Contract for Professional Services Page 7 of 12 Revised February 2020 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 REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City’s election, all of Consultant’s records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant’s records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant’s Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City’s and Consultant’s reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant’s Records only during Consultant’s regular business hours. Consultant agrees to allow City’s designee access to all of Consultant’s Records, Consultant’s facilities and Consultant’s current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X – OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. Contract for Professional Services Page 8 of 12 Revised February 2020 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 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 Contract for Professional Services Page 9 of 12 Revised February 2020 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 contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney’s fees pursuant to any law or other provision for payment of attorneys’ fees. Both Parties expressly waive any claim to attorney’s fees should litigation result from any dispute between the parties to this Agreement. 12.5 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 Contract for Professional Services Page 10 of 12 Revised February 2020 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 or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 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. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. Contract for Professional Services Page 11 of 12 Revised February 2020 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary’s Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary’s website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 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-XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. Contract for Professional Services Page 12 of 12 Revised February 2020 CITY OF CORPUS CHRISTI BATH ENGINEERING CORPORATION ____________________________________ _____________________________________ Michael Rodriguez Date William B. Stark, P.E Date Chief of Staff President 5656 So. Staples St., Suite 110 Corpus Christi, TX 78411 (361) 992-2284 Office bstark@bathgroup.com APPROVED AS TO LEGAL FORM: ____________________________________ Assistant City Attorney Date _________________________Authorized By Council_________________________ ATTEST __________________________________ ____________________________________ City Secretary Date CITY OF CORPUS CHRISTI Project # 18165A, Downtown Street Lighting Improvements Fee Proposal Bath Project No 3940 BATH ENGINEERING CORPORATION TEXAS FIRM REGISTRATION NO. F-829 5656 S. Staples St., Suite 110 Corpus Christi, Texas 78411 Phone 361.992.2284 Fax 361.992.2287 P:\3940\Admin\3940 City of CC Down Town Lighting 18165A.docx Eligio Mosquera April 3, 2020 Engineer 1 City of Corpus Christi, Engineering Services Corpus Christi, TX Subject: Project # 18165A, Downtown Street Lighting Improvements Fee Proposal Dear Eligion Mosquera; Bath Engineering Corporation (BEC) appreciates the opportunity to submit our Fee Proposal to provide engineering services associated with the Project # 18165A, Downtown Street Lighting Improvements. The services will include the design plans and specification for lighting improvement to include installation of underground conduit, pole installation, and installation or replacement of LED lights for the following street location: Water Street from Resaca to Kinney, Chaparral from Coopers Alley to Harbor, and Mesquite from Hirsch to IH 37. This proposal identifies BEC’s Engineering Services for the City Scope of Work Bath Engineering will provide engineering services to perform electrical engineering 1. Develop plans of the street’s areas involved with existing light to be removed / refurbished. 2. Develop plans and specifications indicating new poles and refurbished existing poles, conduit roughing to power lights. 3. Develop lighting photometric iso-candela plots to demonstrate predicted lighting performance. 4. AEP will provide all lighting products and power circuits to lighting fixtures, poles, and an independent contractor will be contracted to run underground conduit to service the new lighting fixtures. 5. All lighting will be designed to comply with the city's streetscape zone lighting standards and requirements. 6. Coordination with AEP and City. 7. Bid and Construction Services. For the performance of engineering, design, and management work based on the above scope of work, the following lump sum fee is proposed: Electrical Engineering and Design Services $58,393 Schedule: 60% 8 weeks After receipt of Notice to Proceed. 90% 4 weeks receipt of 60% comments. Final 100% Sealed 2 weeks receipt of 90% comments. EXHIBIT A Page 1 of 3 CITY OF CORPUS CHRISTI Project # 18165A, Downtown Street Lighting Improvements Fee Proposal Bath Project No 3940 BATH ENGINEERING CORPORATION TEXAS FIRM REGISTRATION NO. F-829 5656 S. Staples St., Suite 110 Corpus Christi, Texas 78411 Phone 361/992-2284 Fax 361/992-2287 P:\3940\Admin\3940 City of CC Down Town Lighting 18165A.docx Page 2 of 2 It is not anticipated that any light poles will require engineered foundations by Bath, thus no structural engineering is included in the fee. New light poles will be provided by AEP and will be self-supported. The city will be required to provide base CAD plans and an up to date copy of all city lighting standards prior to start of design. BEC is pleased to offer our Engineering Services (and any other professional services) and is committed to providing Corpus Christi Engineering Department continued excellent services and looks forward to a successful project. Sincerely, William B Stark, P.E. President Bath Engineering Corporation 5656 South Staples St. Suite 110, CC TX 78411 (361) 992-2284 x109 p EXHIBIT A Page 2 of 3 Basic Services: Preliminary Phase $8,753.00 $8,753.00 Design Phase $43,800.00 $43,800.00 Bid Phase $2,920.00 $2,920.00 Construction Admin Phase $2,920.00 $2,920.00 Subtotal Basic Services $58,393.00 $58,393.00 Additional Services: Permit Prepartion $0.00 $0.00 Topographic Survey $0.00 $0.00 ROW Acquisition Survey $0.00 Environmental Issues $0.00 Public Meetings $0.00 Construction Observation $0.00 Traffic Control $0.00 Signalization Improvements $0.00 Warranty Phase $0.00 $0.00 Construction Inspection (T&M)$0.00 Platting Survey $0.00 O & M Manuals $0.00 SCADA $0.00 Subtotal Additional Services $0.00 $0.00 Summary of Fees: Basic Services Fees $58,393.00 $58,393.00 Additional Services Fees $0.00 $0.00 Total Authorized Fees $58,393.00 $58,393.00 DOWNTOWN LIGHTHING IMPROVEMENTS (BOND 2018) CITY PROJECT NO. 18165A SUMMARY OF FEES Original Contract Total Contract EXHIBIT A Page 3 of 3 Sample form for: Payment Request AE Contract Revised 02/01/17 COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services:Contract Amd No. 1 Amd No. 2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O & M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD TBD TBD TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 $9,997.00 23.1% Notes: A PURCHASE ORDER NUMBER MUST BE INCLUDED ON ALL INVOICES AND INVOICE CORRESPONDENCE. FAILURE TO COMPLY WILL RESULT IN DELAYED PAYMENT OF INVOICES. If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M).Exhibit BPage 1 of 1 1 Rev 01/20 EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have 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. 2 Rev 01/20 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 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 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1 – Definitions and Terminology ....................................................................................................... 2 Article 2 – Preliminary Matters ..................................................................................................................... 8 Article 3 – Contract Documents: Intent, Requirements, Reuse ................................................................... 8 Article 4 – Commencement and Progress of the Work ................................................................................ 9 Article 5 – Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions .............. 9 Article 6 – Bonds and Insurance ................................................................................................................. 10 Article 7 – Contractor’s Responsibilities ..................................................................................................... 10 Article 8 – Other Work at the Site ............................................................................................................... 10 Article 9 – Owner’s and OPT’s Responsibilities ........................................................................................... 10 Article 10 – OAR’s and Designer’s Status During Construction .................................................................. 11 Article 11 – Amending the Contract Documents; Changes in the Work .................................................... 13 Article 12 – Change Management .............................................................................................................. 13 Article 13 – Claims ....................................................................................................................................... 14 Article 14 – Prevailing Wage Rate Requirements ....................................................................................... 16 Article 15 – Cost of the Work; Allowances; Unit Price Work ...................................................................... 16 Article 16 – Tests and Inspections; Correction, Removal, or Acceptance of Defective Work .................... 16 Article 17 – Payments to Contractor; Set-Offs; Completion; Correction Period ........................................ 16 Article 18 – Suspension of Work and Termination ..................................................................................... 16 Article 19 – Project Management ............................................................................................................... 16 Article 20 – Project Coordination ................................................................................................................ 16 Article 21 – Quality Management ............................................................................................................... 17 Article 22 – Final Resolution of Disputes .................................................................................................... 17 Article 23 – Minority/MBE/DBE Participation Policy .................................................................................. 17 Article 24 – Document Management .......................................................................................................... 17 Article 25 – Shop Drawings ......................................................................................................................... 17 Article 26 – Record Data ............................................................................................................................. 20 Article 27 – Construction Progress Schedule .............................................................................................. 21 Article 28 – Video and Photographic documentation ................................................................................ 21 Article 29 – Execution and Closeout ........................................................................................................... 21 Article 30 – Miscellaneous .......................................................................................................................... 22 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 1 of 22 ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A.Terms with initial capital letters, including the term’s singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1.Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2.Agreement - The document executed between Owner and Contractor covering the Work. 3.Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4.Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5.Award Date – The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6.Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7.Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8.Bidder - An individual or entity that submits a Bid to Owner. 9.Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10.Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier’s check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11.Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12.Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13.Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a.Requesting an adjustment in Contract Price or Contract Times; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor’s Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR’s recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner’s Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 4 of 22 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner’s intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner - The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City’s officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner’s Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner’s Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner’s Project Team or OPT - The Owner, Owner’s Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor’s Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to “at no additional cost to Owner,” “at Contractor’s expense,” or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms “day” or “calendar day” mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms “as allowed,” “as approved,” “as ordered,” “as directed,” or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words “furnish,” “install,” “perform,” and “provide” have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words “furnish,” “install,” “perform,” or “provide.” F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word “all” is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words “furnish,” “install,” “perform,” “provide,” or similar words include the meaning of the phrase “The Contractor shall...” before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT’s project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 – PRELIMINARY MATTERS ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer’s or OAR’s interpretation by submitting a Change Proposal. ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT’s obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor’s resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer’s findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer’s findings, conclusions, and recommendations. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor’s resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer’s findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer’s findings, conclusions, and recommendations. ARTICLE 6 – BONDS AND INSURANCE ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES ARTICLE 8 – OTHER WORK AT THE SITE ARTICLE 9 – OWNER’S AND OPT’S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner’s Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner’s duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT’s responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT’s Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT’s responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 – OAR’S AND DESIGNER’S STATUS DURING CONSTRUCTION 10.01 Owner’s Representative A. OAR is Owner’s representative. The duties and responsibilities and the limitations of authority of OAR as Owner’s representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer’s visits and observations are subject to the limitations on Designer’s authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner’s quality assurance program, and administer the Contract as Owner’s representative as described in the Contract Documents. OAR’s visits and observations are subject to the limitations on OAR’s authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives’ authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer’s authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer’s authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer’s authority related to Modifications is described in Article 11. D. OAR’s authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer’s decision by submitting a Change Proposal if Contractor does not agree with the Designer’s decision. 10.07 Limitations on OAR’s and Designer’s Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor’s Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor’s Team. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 12 of 22 ARTICLE 11 – AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12 – CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT’s description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor’s risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13 – CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor’s job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor’s knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 15 of 22 ARTICLE 14 – PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK ARTICLE 16 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17 – PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18 – SUSPENSION OF WORK AND TERMINATION ARTICLE 19 – PROJECT MANAGEMENT ARTICLE 20 – PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 16 of 22 ARTICLE 21 – QUALITY MANAGEMENT ARTICLE 22 – FINAL RESOLUTION OF DISPUTES ARTICLE 23 – MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24 – DOCUMENT MANAGEMENT ARTICLE 25 – SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor’s Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer’s review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer’s review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer’s review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor’s markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is “Approved as Noted,” but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked “Approved as Noted” and “Resubmit with corrections made.” These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as “At Variance With” (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as “Not Approved” if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.B that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26 – RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor’s Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer’s Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor’s responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of “Filed as Received” and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 20 of 22 Drawing. The Record Data will be marked “Rejected” and “Submit Shop Drawing.” No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked “Rejected” and “Revise and Resubmit.” Contractor is to resubmit the Record Data until it is acceptable and marked “Filed as Received.” When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked “Rejected” and “Cancel - Not Required.” No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked “Filed as Received.” ARTICLE 27 – CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28 – VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29 – EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer’s notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30 – MISCELLANEOUS END OF SECTION Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 CITY OF CORPUS CHRISTIDISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with “NA”. See reverse side for Filing Requirements, Certifications and definitions. FIRM IS: 1. Corporation 2. Partnership 3. Sole Owner4. Association 5. Other____________________________________ DISCLOSURE QUESTIONSIf 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 “ownershipinterest” 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 “ownershipinterest” constituting 3% or more of the ownership in the above named “firm.” Name Board, Commission or Committee 4. State the names of each employee or officer of a “consultant” for the City of Corpus Christiwho worked on any matter related to the subject of this contract and has an “ownershipinterest” constituting 3% or more of the ownership in the above named “firm.” Name Consultant COMPANY NAME: P. O. BOX: STREET ADDRESS: CITY: STATE: ZIP: FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person (Type or Print)Title: Signature of Certifying Person Date: DEFINITIONS a. “Board member.” A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. “Economic benefit”. An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. “Employee.” Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. “Firm.” Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. “Official.” The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. “Ownership Interest.” Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. “Constructively held” refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements.” g. “Consultant.” Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. DATE: October 13, 2020 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Peter Collins, Director of Information Technology PeterC@cctexas.com 826-3735 CAPTION: Resolution authorizing a radio tower license agreement with American Towers, LLC, for public safety communications with a 14-year term and three five-year optional renewals at an annual cost of $76,080.00 plus a share of pro rata site expenses, a payment escalator of 3% annually, and a one-time co-location fee of $3,000.00. SUMMARY: This agreement will replace a temporary license agreement for the public safety radio system which was established as an emergency due to a radio tower that fell last April. The temporary license will expire, and a permanent solution is needed. A new license agreement must be executed. BACKGROUND AND FINDINGS: This new American Towers location is a replacement site for the radio tower that fell due to a storm on April 29, 2020. The City was making plans to move to the American Towers site in the future. Due to the emergency of losing public safety radio coverage for the area, the City has been operating on this tower for over 5 months temporarily at no cost. This tower is a permanent location for the Public Safety Radio System P25 radio standard upgrade. The public safety regional radio system supports the system owners which are the City, County, and RTA and supports 11 other public safety entities. Execute radio tower license agreement with American Towers for a communications site to operate a public safety communications system AGENDA MEMORANDUM Action Item for the City Council Meeting October 13, 2020 ALTERNATIVES: None FISCAL IMPACT: The fiscal impact in FY 2020-2021 is an amount estimated to be $79,080.00 plus a share of pro rata site expenses from the Police Department budget, with the cost of any extension and optional years to be budgeted in the future through the annual budget process. Funding Detail: Fund: 1020 Organization/Activity: 11801 Mission Element: 151 Project # (CIP Only): N/A Account: 530160 RECOMMENDATION: Staff recommends approving the license agreement. LIST OF SUPPORTING DOCUMENTS: License Agreement City Self Insured Letter Resolution authorizing a radio tower license agreement with American Towers, LLC, for public safety communications with a 14-year term and three five-year optional renewals at an annual cost of $76,080.00 plus a share of pro rata site expenses, a payment escalator of 3% annually, and a one-time co-location fee of $3,000.00. WHEREAS, the City of Corpus Christi (“City”) has a need for a suitable site for secure public safety communications; WHEREAS, American Towers, LLC, a Delaware limited liability company operating in Texas, has a suitable and secure site to satisfy the City’s governmental need; and WHEREAS, the City and American Towers desire to enter into a license agreement for use of the site by the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: A license agreement (“Agreement”) for public safety communication purposes is authorized between the City and American Towers for an term of 14 years and up to three five-year optional renewals, in exchange for payment of a monthly license fee of $6,340.00 (for an annual cost of $76,080.00) plus a share of American Towers’ pro rata site expenses, such license payment amounts escalating at 3% annually following the first year, and payment of a one-time co-location fee of $3,000.00; and the City Manager, or his designee, is authorized to execute the Agreement. 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 Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 LICENSE AGREEMENT ATC Contract No: TBD This LICENSE AGREEMENT (“Agreement”) made as of the latter signature date hereof (“Effective Date”) by and between American Towers LLC, a Delaware limited liability company, with a place of business at 10 Presidential Way, Woburn, MA 01801 (“Licensor”) and City of Corpus Christi, with a place of business at 1201 Leopard Street, Corpus Christi, TX 78401 (“Licensee”). I. TOWER FACILITY INFORMATION: Site Name: ROBSTOWN #1B-CORPUS CHRISTI Site Number: 35001 Address and/or location of Tower Facility: CR 34 Robstown, Robstown, TX 78380-5749 Tower Facility Coordinates: Lat. 27° 45' 32.94" N27.75915000 Long. 97° 36' 27.3" W-97.60758333 II. NOTICE & EMERGENCY CONTACTS: • Licensee’s local emergency contact (name and number): Peter Collins (361) 826-2489. • Licensor’s local emergency contact: Network Operations Communications Center (800) 830-3365. • Notices to Licensee shall be sent to the address above to the attention of Peter Collins. • Notices to Licensor shall be sent to the address above to the attention of Contracts Manager. • Licensor’s Remittance Address: American Tower Corporation, 29637 Network Place, Chicago, IL 60673-1296; all payments shall include a reference to the Site Name and Site Number as identified above in Section I. III. PERMITTED USE OF TOWER FACILITY BY LICENSEE: Transmitting and Receiving frequencies: See Exhibit A for specific frequencies Antenna mount height on tower: See Exhibit A for specific location All other permitted uses of the Tower Facility including Licensee’s Approved Equipment (as defined in Appendix I), and the Licensed Premises (as defined in Appendix I) are further described in section 4 of this Agreement and Exhibits A and B attached hereto. IV. FEES & TERM Monthly License Fee: Six Thousand Three Hundred Forty and 00/100 Dollars ($6,340.00), increased by the Annual Escalator on the first anniversary of the Commencement Date of this Agreement and each anniversary of the Commencement Date thereafter during the Term (as defined in Appendix I). The Annual Escalator is 3%. Application Fee: N/A Relocation Application Fee: N/A Site Inspection Fee: N/A Initial Term: A period of 14 years beginning on the Commencement Date. The “Commencement Date” shall be the earlier of: (i) the date of Licensor’s issuance of a NTP; or (ii) December 1, 2020. Renewal Terms: 3 additional periods of 5 years each. Connection Fee: N/A Electricity for operation of Approved Equipment is to be provided by (check one): Licensor, with the cost of such electricity to be paid by Licensee at the initial rate of $______ per month (“Utility Fee”) subject adjustment pursuant to Section 5(b), OR Licensee, at its sole expense. V. TERMS & CONDITIONS The attached terms and conditions are incorporated herein by this reference. VI. OTHER PROVISIONS: Other provisions: (check one): None As listed below a) Notwithstanding anything to the contrary in this Agreement, the offer expressed to Licensee in this Agreement shall automatically become null and void with no further obligation by either party hereto if a structural analysis of the Tower Facility completed after the execution of this Agreement by Licensor but before the commencement of the installation of Licensee’s Approved Equipment indicates that the Tower Facility is not suitable for Licensee’s Approved Equipment unless Licensor and Licensee mutually agree that structural modifications or repairs shall be made to the Tower Facility on mutually agreeable terms. Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 b) In no event shall Licensee's use of the Tower Facility, or operation of any of its equipment thereon, be conducted in a manner that interferes with Licensor's lighting system located on any of the towers, building systems, or, in the event that Licensee’s equipment is installed on the rooftop of a building, with equipment of any kind used by building tenants who are not tenants of Licensor. In the event that such interference does occur, Licensee shall be solely responsible to reimburse Licensor for any and all costs required to modify and/or upgrade Licensor’s lighting system, to comply with all necessary FAA/FCC regulations, as a result of said interference. c) WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES ACT. LICENSEE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF ITS TRANSACTION WITH LICENSOR, AND THAT IT IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH LICENSOR. LICENSEE HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES – CONSUMER PROTECTION ACT, SECTION 741 ET. SEQ. OF THE TEXAS BUSINESS AND COMMERCE CODE (THE “DPTA”), A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF LICENSEE’S OWN SELECTION, LICENSEE VOLUNTARILY CONSENTS TO THIS WAIVER. d) Notwithstanding anything to the contrary contained herein, Licensee shall pay to Licensor a one-time non- refundable fee in the amount of Three Thousand and 00/100 Dollars ($3,000.00) (the “Collocation Fee”) payable concurrent with the submission of the Application. Notwithstanding the foregoing, any equipment design modification initiated by Licensee that occurs prior to the initial installation of Licensee’s equipment or any subsequent modification thereto, shall result in an additional structural analysis fee of One Thousand Five Hundred and No/100 Dollars ($1,500.00), per each design change. e) Licensor and Licensee shall keep in full force and effect, during the Term of this Agreement, insurance coverage in accordance with Appendix II attached hereto. Licensor and Licensee agree and acknowledge that, in consideration of Licensor’s acceptance that Licensee shall maintain an umbrella policy at a reduced amount of no less than Two Million Dollars ($2,000,000.00), Licensee shall not climb the tower for any reason whatsoever, and Licensee’s maintenance of Licensee’s equipment shall be limited to equipment located on the ground or in Licensee’s shelter, if any. Licensor and Licensee further agree and acknowledge that any and all contractor/subcontractors engaged by, or on behalf of Licensee, in accordance with Appendix II attached hereto, shall not be permitted to perform any work, maintenance, and/or repairs to Licensee’s equipment located on the communications tower absent proof of maintaining insurance limits meeting those set forth in Appendix II attached hereto. It is hereby expressly understood and agreed by the parties that Licensee is a self-insured Texas home rule municipality and will self- insure itself against all claims. demands or actions arising out of or in connection with the Licensee 's use or occupancy of the facilities. In the event that Licensee elects to self-insure pursuant to the terms and conditions herein and an event or claim occurs for which a defense and/or coverage would have been available for Licensor from an insurance company providing the coverages required hereunder, (a) Licensor will use its own funds to pay any claim or replace any property or otherwise provide the funding which would have been available from insurance proceeds, but for such election by Licensor to self-insure not to exceed $2,000,000.00 combined single limit for bodily injury or property damage liability and not to exceed replacement value (100%) of the improvements; and (c) Licensor will have the same duty to act in good faith toward Licensor as an insurer would have had under the laws and regulations of Texas. f) Non-Appropriation. Both parties mutually acknowledge and agree that the continuation of this Agreement after the close of any fiscal year of the Licensee, such fiscal year ending annually on September 30, is subject to sufficient appropriations and budget approval specifically covering this Agreement and any associated costs, fees, and expenses as an expenditure in the Licensee’s next fiscal year’s budget. Neither party represents that a budget item for this Agreement will be adopted, as that determination is within the sole discretion of the Licensee’s governing body when adopting each fiscal year’s respective budget. Licensee will use its best efforts to secure such appropriations and, in the event it cannot, may terminate this Agreement without recourse at the conclusion of the then-current fiscal year for which appropriations and budget approval were obtained. [SIGNATURES ARE ON THE NEXT PAGE] [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 IN WITNESS WHEREOF, each Party in consideration of the mutual covenants contained herein, and for other good and valuable consideration, intending to be legally bound, has caused this Agreement to be executed by its duly authorized representative as of the date and year written; provided, however, that this Agreement shall not become effective as to either Party until executed by both Parties. LICENSOR LICENSEE American Towers LLC, a Delaware City of Corpus Christi limited liability company By: ___________________________ By: ___________________________ Print Name: ____________________ Print Name: ____________________ Its: __________________________ Its: ___________________________ Date: _________________________ Date: _________________________ Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Terms And Conditions 1. DEFINITIONS. Capitalized terms defined in the body of this Agreement are indexed by location on Appendix I attached hereto. Capitalized terms used in Agreement but not defined herein are defined in Appendix I. 2. GRANT OF LICENSE. Subject to the terms of this Agreement, Licensor hereby grants Licensee a non-exclusive license to install, maintain and operate the Approved Equipment at the Licensed Space. All Approved Equipment shall be and remain Licensee’s personal property throughout the Term of this Agreement. Licensor shall maintain the Tower Facility in good order and repair, wear and tear, damage by fire, the elements or other casualty excepted. In no event shall Licensee’s license as granted herein include rights to use the air space above the Approved Equipment, and Licensor reserves the right to install, construct and/or operate additional improvements or equipment of Licensor or others above Licensee’s Approved Equipment, including Licensee’s shelter (commonly referred to as “stacking”), provided that such additional improvements or equipment do not materially and adversely interfere with the access to or operation of the Approved Equipment, including Licensee’s shelter. Licensee is not required to utilize a stackable shelter, provided that, if Licensee opts to install a shelter that is not stackable and if Licensor receives an offer to license the air space above Licensee’s non-stackable shelter by a proposed subsequent user, Licensor may, at its election, upon 30 days prior written notice require Licensee to replace such non-stackable shelter with a stackable shelter of a comparable size, provided that the proposed subsequent user agrees in writing to be wholly responsible for the cost of Licensee’s shelter replacement. Subject to any limitations contained in the Ground Lease, Licensor grants Licensee a right of access to the Tower Facility 24 hours per day, 7 days per week during the Term. Licensor grants Licensee a designated location for the installation of Licensee’s utilities over, under or across the Tower Facility (collectively, “Easement”). Licensee shall be responsible for any and all Damage or loss that results from the installation of any cables or utility wires by Licensee or any company or person retained by Licensee (including a public utility company), including, without limitation, any damage or loss that results from the accidental cutting of utility wires or cables of any other party operating at the Tower Facility. Licensor shall provide Licensee with one set of keys and/or codes to access the Tower Facility. Licensee shall be responsible for ensuring that Licensor has, at all times, a complete and accurate written list of all employees and agents of Licensee who have been provided the keys or access codes to the Tower Facility. Licensor shall have the right to continue to occupy the Tower Facility and to grant rights to others to the Tower Facility in its sole discretion. Licensee shall have no property rights or interest in the Tower Facility or the Easement by virtue of this Agreement. If Licensor’s right to license space on the Tower Facility to Licensee is subject to a right of first refusal for the benefit of a third party and if such third party exercises its right of first refusal prior to the Commencement Date, Licensor may terminate this Agreement upon written notice to Licensee. 3. EXHIBITS. Within 45 days following the commencement of the installation of the Approved Equipment, Licensee shall provide Licensor with as-built or construction drawings showing the Approved Equipment as installed [in both hard copy and electronic form] (“Construction Drawings”); such Construction Drawings shall include the location of any shelters, cabinets, grounding rings, cables, and utility lines associated with Licensee’s use of the Tower Facility. Upon receipt, Licensor shall attach hereto the Construction Drawings as Exhibit C hereto. In the event that Licensee fails to deliver the Construction Drawings as required by this section, Licensor may cause such Construction Drawings to be prepared on behalf of Licensee and Licensor shall assess a fee for such Construction Drawings in an amount equal to 120% of the actual cost of obtaining the Construction Drawings including in-house labor, which upon invoicing shall become immediately due and payable by Licensee. In the event of inconsistency or discrepancy between (a) Exhibit A and Exhibit B hereto, Exhibit A shall govern, and (b) between Exhibit A (with respect to Approved Equipment and antenna locations) together with Exhibit B (with respect to Ground Space installation locations) and Exhibit C hereto, Exhibits A and B shall govern, notwithstanding any approval or signature by Licensor or its agents. Licensee hereby acknowledges and agrees that installation of the Approved Equipment must be in strict accordance with the approved Construction Drawings and Exhibit A and B. Notwithstanding the forgoing, Licensee shall not infer nor shall acceptance of the Construction Drawings by Licensor be deemed to be a representation by Licensor that (i) such Construction Drawings or the plans and specifications described therein are in compliance with federal, state or local laws, ordinances, rules or regulations, (ii) that such installation shall not cause impermissible or unlawful interference, or (iii) that such installation is consistent with Licensee’s permitted installation as specifically set forth in Exhibits A and B hereto. 4. USE. Subject to the terms of the Ground Lease, Licensee shall be permitted the non-exclusive right to install, maintain, operate, service, modify and/or replace its Approved Equipment at the Licensed Space, which Approved Equipment shall be utilized for the transmission and reception of wireless voice and data communications signals (such transmission and reception to be solely within the Permitted Frequencies, and, if the Permitted Frequencies include licensed spectrum, within the spectrum licensed to Licensee by the FCC). If as of the Effective Date, Licensee’s wireless business consists of a one-way network which requires only that signals be transmitted from the Tower Facility, then notwithstanding the foregoing sentence, Licensee’s use of Tower Facility under this Agreement shall be limited to the transmission of wireless voice and data communications signals. Licensee’s permitted use with respect to the Licensed Space shall be limited solely to that enumerated in this section, and, except pursuant to separate agreement with Licensor, no person or entity other than Licensee shall have the right to install, maintain or operate its equipment or transmit or receive communications at, or otherwise use, the Licensed Space. Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 5. LICENSE FEES; TAXES; ASSESSMENTS. a) Monthly License Fee. The Monthly License Fee as adjusted by the Annual Escalator, shall be payable in advance on the first day of each calendar month during the Term beginning upon the Commencement Date. If the Commencement Date is not the first day of a calendar month, the Monthly License Fee for any partial month shall be prorated on a daily basis. (b) Utilities. i. All utility services installed on the Tower Facility for the use or benefit of Licensee shall be made at the sole cost and expense of Licensee and shall be separately metered from Licensor’s utilities. Licensee shall be solely responsible for extending utilities to the Tower Facility as necessary for the operation of the Approved Equipment and for the payment of utility charges including connection charges and security deposits incurred by Licensee. Licensee shall obtain and pay the cost of telephone connections, the installation of which shall be in compliance with the procedures for installation and maintenance of Approved Equipment set forth herein. ii. Interruptions in Service. Licensor shall not be liable in any respect for damages to either person or property nor shall Licensee be relieved from fulfilling any covenant or agreement hereof as a result of any temporary or permanent interruption of electrical service or of any common heating, ventilation and air conditioning system to the extent provided by Licensor. Licensor shall use reasonable diligence to restore any interruption as promptly as practicable to the extent that Licensor can reasonably effect such restoration, but Licensee shall have no claim for damages, consequential or otherwise, on account of any interruption. Licensor has no obligation or responsibility to provide emergency or “backup” power to Licensee. b) Taxes. Licensee shall be responsible for the payment of any applicable taxes, fees or governmental assessments against any equipment, personal property and/or improvements owned, leased or operated by Licensee or directly associated with Licensee’s use of the Licensed Space. Except as provided immediately hereinafter, Licensor shall pay all real property taxes Licensor is obligated to pay under the Ground Lease. Licensee shall reimburse Licensor for any increases in real property taxes which are assessed as a direct result of Licensee’s improvements to or Approved Equipment located on the Tower Facility within 30 days of Licensor’s request for such reimbursement. Upon Licensee’s request, Licensor shall provide to Licensee copies of the documentation from the taxing authority, reasonably acceptable to Licensee, indicating that the increase results from Licensee’s improvements or Approved Equipment. c) Federal Use Fees & Assessments. Licensee agrees to pay directly or reimburse Licensor for any and all taxes, fees, or other costs and expenses assessed upon or paid by Licensor to the United States Forest Service or Bureau of Land Management attributable to Licensee’s Approved Equipment, Licensee’s use of or Licensee’s presence at the Tower Facility. d) Payment Address. All payments due under this Agreement shall be made to Licensor at Licensor’s Remittance Address shown on page 1 of this Agreement or such other address as Licensor may notify Licensee of in writing. e) Restrictions on Reimbursement. Solely for the purposes of determining Licensee’s portion of such taxes, fees, assessments or similar expenses as contemplated in this Section 5 or anywhere else in this Agreement, if any such amounts are determined in whole or in part on the income or profits (aside from gross revenues) of any person or entity, Licensor and Licensee shall agree on a fixed amount (subject to the Annual Escalator, which shall be applied in the same manner as it is applied to the License Fee), that shall be treated as such tax, fee, assessment or similar expense in lieu of the actual amount, which agreed to amount shall be set forth in an amendment to this Agreement. f) No Set-Off. All payments due under this Agreement shall be due without set-off, notice, counterclaim or demand from Licensor to Licensee. g) Effect of Partial Payment. No endorsement or statement on any check or letter accompanying a check for payment of any monies due and payable under the terms of this Agreement shall be deemed an accord and satisfaction, and Licensor may accept such check or payment without prejudice to its right to recover the balance of such monies or to pursue any other remedy provided by law or in this Agreement. 6. TERM. a) Initial Term. The Initial Term of this Agreement shall be as specified on page 1. b) Renewal Term. The Term of this Agreement may be extended for each of the Renewal Terms as specified on page 1 of this Agreement, provided that at the time of each such renewal, (i) the Ground Lease remains in effect and has not expired or been terminated, (ii) Licensee is not in default hereunder and no condition exists which if left uncured Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 would with the passage of time or the giving of notice result in a default by Licensee hereunder and (iii) the original Licensee identified on page 1 of this Agreement has not assigned, sublicensed, subleased or otherwise transferred any of its rights hereunder except to a Permitted Affiliate (as defined in section 20 herein). Provided that the foregoing conditions are satisfied, this Agreement shall automatically renew for each successive Renewal Term unless either Party notifies the other in writing of its intention not to renew this Agreement at least 180 days prior to the end of the then existing Term. c) Holdover Term. If Licensee fails to remove the Approved Equipment at the expiration of the Term, such failure shall be deemed to extend the terms of this Agreement on a month-to-month basis under the same terms and conditions herein except that (i) a Monthly License Fee shall be due on or before the first day of every calendar month during such month-to-month term in an amount equal to 150% of the Monthly License Fee in effect for the last month of the Term (“Holdover Fee”), such Holdover Fee to escalate annually on the anniversary of the Commencement Date by an amount equal to 6% of the Holdover Fee in effect for the month immediately prior to the month in which escalation takes place, and (ii) the month-to-month extension shall be terminable upon 10 days’ prior written notice from either Licensor or Licensee to the other; provided, however, nothing contained herein shall grant Licensee the unilateral right to extend the Term of this Agreement after the expiration of the Term. 7. COMMON EXPENSES. Licensee shall reimburse Licensor for Licensee’s pro-rata share of all common expenses (the “Common Expenses”) incurred by Licensor in the installation, operation, maintenance and repair of the Tower Facility, including, but not limited to, the construction, maintenance and repair of a common septic system and field, insurance, common utilities and any and all other costs of operating and maintaining the Tower Facility. Notwithstanding the foregoing, the cost and expenses associated with any Damage which is directly attributable to the acts or omissions of Licensee or Licensee’s contractors shall be borne solely by Licensee. Licensee shall not be required to pay any share of costs or expenses incurred to replace the Tower. In the event that Licensee also licenses space within a building or shelter owned by Licensor on the Tower Facility, Licensee shall also reimburse Licensor for its pro-rata share of all Common Expenses incurred for the operation, maintenance, repair and replacement associated with such building or shelter, including, without limitation, the physical structure of the building, HVAC system, and common utility expenses. In the event that Licensee is connected to a generator or back-up power supply owned by Licensor, Licensee shall also reimburse Licensor for its pro-rata share of all expenses incurred for the operation, maintenance, repair and replacement associated with such generator, including, without limitation, fuel expenses. Licensee shall reimburse Licensor for Common Expenses within 30 days following receipt of an invoice from Licensor. For the purposes of this section, a “pro-rata share” of costs and expenses shall be determined based on the number of licensees using the Tower Facility (or with respect to a shared shelter or building, the number of licensees using Licensor’s shelter or building) on the first day of the month in which an invoice is mailed to Licensee. 8. SITE INSPECTION. Concurrent with Licensee’s delivery of a fully executed Agreement to Licensor, and before the date of any subsequent modifications to or installation of additional Approved Equipment, Licensee shall pay Licensor the Site Inspection Fee as defined on page 1 of this Agreement. In the event that Licensor installs Licensee’s Approved Equipment, Licensor shall waive the Site Inspection Fee with respect to such installation. Licensee acknowledges that any site inspection performed by Licensor of Licensee’s installation is for the sole purpose and benefit of Licensor and its affiliates, and Licensee shall not infer from or rely on any inspection by Licensor as assuring Licensee’s installation complies with any Applicable Laws, that the installation was performed in a good, workmanlike manner or that such installation will not cause impermissible or unlawful interference. 9. LABELING. Licensee shall identify its Approved Equipment, including its equipment cabinets and coaxial cable (at the top and bottom of the Tower) (unless such cabinet is located in a building or cabinet owned by Licensee) by labels with Licensee’s name, contact phone number and date of installation. In the event that Licensee fails to comply with this provision and fails to cure such deficiency within 10 days of Licensor’s written notice of such failure, Licensor may, but is not obligated to, in addition to any other rights it may have hereunder, label the Approved Equipment and assess against Licensee a fee of $1,500 which shall be payable to Licensor upon receipt of an invoice therefor. Licensor shall not be responsible to Licensee for any expenses or Damages incurred by Licensee arising from the interruption of Licensee’s service caused by Licensor, if Licensor is unable to identify the Approved Equipment as belonging to Licensee as a result of Licensee’s failure to label such Approved Equipment. 10. IMPROVEMENTS BY LICENSEE. a) Installation and Approved Vendors. Prior to the commencement of any Work on the Tower Facility, Licensee shall submit to Licensor for review and approval, which approval shall not be unreasonably withheld, detailed plans and specifications accurately describing all aspects of the proposed Work. Licensee shall provide notice to Licensor no less than 5 days prior to the date upon which Licensee intends to commence Work at the Tower Facility, together with a construction schedule, so Licensor has the opportunity to be present during any such Work. Licensee shall not commence Work on the Tower Facility until Licensor issues to Licensee a NTP. Licensor shall issue a NTP only upon request from Licensee and receipt of the following complete and accurate documentation: (1) evidence that any contingencies set forth in the approval of Licensee’s Application have been satisfied; (2) evidence that Licensee has obtained all required governmental approvals including, but not limited to, zoning Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 approvals, building permits, and any applicable environmental approvals including copies of the same; (3) a copy of the plans and specifications that have been approved by Licensor for the proposed equipment installation; (4) evidence that any contractors, other than Licensor, that will be performing the Work are on Licensor’s approved vendor list, with valid and current worker's compensation and general liability insurance certificates on file with Licensor naming Licensor as an additional insured and which otherwise satisfy the insurance coverage requirements set forth in section 16(d) of this Agreement; and (5) a construction schedule. In no event will a NTP be issued prior to the payment by Licensee of a Relocation Application Fee when required pursuant to section 10(c) of this Agreement. Notwithstanding anything to the contrary in this Agreement, Licensor reserves the right, in its sole discretion, to refuse to permit any person or company to climb the Tower. b) Structural Analysis/Interference Analysis. Prior to the commencement of any Work on the Tower Facility by or for the benefit of Licensee, Licensor may, in its reasonable discretion, perform or cause to be performed a structural analysis or require a professional engineer’s certified letter to determine the availability of capacity at the Tower Facility for the installation or modification of any Approved Equipment and/or additional equipment at the Licensed Space by Licensee. Licensee agrees to remit payment to Licensor for all reasonable costs and expenses incurred by Licensor for such structural analysis or professional engineer’s certified letter (“Structural Analysis Fee”) within 30 days following receipt of an invoice from Licensor. The foregoing charge shall be at Licensor’s prevailing rates for the performance of same or the amount Licensor’s vendor is then charging Licensor, as applicable. In the event a structural analysis is performed after the execution of this Agreement but prior to the initial installation of the Approved Equipment, and such analysis indicates that the existing Tower cannot accommodate the proposed installation of Licensee’s Approved Equipment thereon, Licensor shall notify Licensee that modification of the Tower is required and inform Licensee of the fee Licensor will charge Licensee to complete such modification (which fee shall be a reasonable estimate of Licensor’s actual cost of making such modifications). Such modification shall become part of the Tower Facility and Be Licensor’s sole property. If Licensee elects not to pay such fee, and Licensee and Licensor do not otherwise reach an agreement regarding the costs of such modification, Licensee may terminate this Agreement upon written notice to Licensor. Prior to the commencement of any initial or subsequent construction or installation on the Tower Facility by or for the benefit of Licensee and/or the modification of Licensee’s Permitted Frequencies propagated from the Licensed Space, Licensor may elect to perform a shared site interference study (“SSIS”) and Licensee shall pay Licensor a fee of $1,600.00 per study (“SSIS Fee”), as adjusted annually on the anniversary of the Commencement Date by a percentage rate equal to the Annual Escalator. This fee shall be payable at the time Licensee pays the Relocation Application Fee where required pursuant to section 10(c) of this Agreement, or within five (5) business days from receipt of notice from Licensor that Licensor has determined that a SSIS is required. In the event a SSIS is performed after the execution of this Agreement by Licensor but prior to the installation of Licensee’s Approved Equipment, and such SSIS indicates that the proposed installation of Licensee’s Approved Equipment on the Tower is acceptable, such an indication in no way relieves Licensee of its obligations under section 11 herein. c) Equipment; Relocation, Modification, Removal. Licensor hereby grants Licensee reasonable access to the Licensed Space for the purpose of installing and maintaining the Approved Equipment and its appurtenances. Except as otherwise provided, Licensee shall be responsible for all site Work to be done on the Licensed Space or the Easement pursuant to this Agreement. Licensee shall provide all materials and shall pay for all labor for the construction, installation, operation, maintenance and repair of the Approved Equipment. Licensee shall not construct, install or operate any equipment or improvements on the Tower Facility other than those which are described on Exhibit A, alter the Permitted Frequencies, or alter the operation of the Approved Equipment. Licensee shall submit an Application, utilizing Licensor’s then current form, to request the right to replace or modify its Approved Equipment, alter the Permitted Frequencies or increase the Ground Space, which Application shall be accompanied by a Relocation Application Fee. Licensor shall evaluate for approval the feasibility of Licensee’s request, which approval shall be in Licensor’s sole discretion. Licensee acknowledges that any such relocation or modification of the Approved Equipment may result in an increase in the Monthly License Fee. An amendment to this Agreement shall be prepared to reflect each addition or modification to Licensee’s Approved Equipment to which Licensor has given its written consent and the resulting increase in the Monthly License Fee, if any. Licensee shall have the right to remove all Approved Equipment at Licensee’s sole expense on or before the expiration or earlier termination of the License provided Licensee repairs any damage to the Tower Facility or the Tower caused by such removal. Within 30 days of the expiration or termination of this Agreement for any reason, Licensee shall: (i) remove the Approved Equipment and any other property of Licensee at the Tower Facility at Licensee’s sole risk, cost, and expense; (ii) deliver the Licensed Space in substantially the same and in as good a condition as received (ordinary wear and tear excepted); and (iii) repair any damage caused by the removal of the Approved Equipment within 10 days of the occurrence of such damage. If Licensee fails to timely pay the Holdover Fee or does not remove its Approved Equipment within 30 days after the expiration or termination of this Agreement, (i) the Approved Equipment shall be deemed conclusively and absolutely abandoned by Licensee and anyone claiming by, through, or under Licensee except for Hazardous Materials and waste and Approved Equipment containing Hazardous Materials and waste; and (ii) Licensor shall have the right to remove the Approved Equipment at Licensee’s sole expense and dispose of such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse Licensor for its expenses upon demand without off-set. Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 11. RF INTERFERENCE/ USER PRIORITY. a) Definitions. For purposes of this section 11, the following capitalized terms shall have the meanings set forth herein: i. Interference includes any performance degradation, misinterpretation, or loss of information to a radio communications system caused by unwanted energy emissions, radiations, or inductions, but shall not include permissible interference as defined by the FCC, and in addition, with regard to Unlicensed Frequencies, congestion. ii. Licensed Frequencies are those certain channels or frequencies of the radio frequency spectrum that are licensed by the FCC in the geographic area where the Tower Facility is located. iii. A Licensed User is any user of the Tower Facility, including Licensee, which transmits and/or receives Licensed Frequencies at the Tower Facility, but only with respect to such Licensed Frequencies. iv. A Priority User is any Licensed User of the Tower Facility that holds a priority position in relationship to Licensee for protection from Interference, as determined in this section 11, which status is subject to change as set forth herein. v. A Subsequent User is any user of the Tower Facility that holds a subordinate position in relationship to Licensee for protection from Interference, as determined in this section 11, which status is subject to change as set forth herein. vi. Unlicensed Frequencies are those certain channels or frequencies of the radio frequency spectrum that are not licensed by the FCC and are available for use by the general public in the geographic area where the Tower Facility is located. vii. An Unlicensed User is any user of the Tower Facility, including Licensee, which transmits and/or receives Unlicensed Frequencies at the Tower Facility, but only with respect to such Unlicensed Frequencies. b) Information. Licensee shall cooperate with Licensor and with other lessees, licensees or occupants of the Tower Facility for purposes of avoiding Interference and/or investigating claims of Interference. Upon request, Licensee, within 10 days of Licensor’s request, shall provide Licensor with a list of Licensee’s transmit and receive frequencies and Approved Equipment specifications necessary to resolve or investigate claims of Interference. c) Unlicensed Frequencies. Notwithstanding any other provision contained herein, as among Licensor, Licensee and other users of the Tower or Tower Facility, (i) an Unlicensed User shall have no priority with respect to any other FCC Unlicensed Users with respect to Interference; and (ii) an Unlicensed User’s rights and obligations with respect to such Interference shall be determined and governed by FCC Rules and Regulations and any other Applicable Law. Licensor expressly disclaims any and all warranties and accepts no responsibility for management, mediation, mitigation or resolution of Interference among FCC Unlicensed Users operating at the Tower Facility and shall have no liability therefor. d) Licensed Frequencies. Subject to FCC Rules and Regulations and other Applicable Law, the Parties acknowledge and agree that the accepted industry standard for priority protection from Interference between multiple Licensed Users has been based on the priority of occupancy of each user to another user of the Tower or Tower Facility, which priority has been based on the order of submittal of its collocation Application by each user of the Tower or Tower Facility. Should Application of FCC Rules and Regulations and other Applicable Law not resolve any claims of Interference consistent with subsections 11(e), 11(f) and 11(g) below, as among Licensor, Licensee and other users of the Tower Facility, (i) each Licensed User’s priority shall be maintained so long as the Licensed User does not change the equipment and/or frequency that it is entitled to use at the Tower Facility at the time of its initial occupancy; and (ii) Licensee acknowledges and agrees that if Licensee replaces its Approved Equipment or alters the radio frequency of the Approved Equipment to a frequency range other than as described on page 1 of this Agreement, Licensee will lose its priority position for protection from Interference with regard to Approved Equipment operating at the new frequency in its relationship to other Licensed Users which are in place as of the date Licensee replaces its Approved Equipment or alters its radio frequency, consistent with this section 11. e) Correction. i. Licensee. Licensee agrees not to cause Interference with the operations of any other user of the Tower or Tower Facility and to comply with all other terms and provisions of this section 11 imposed upon Licensee. If Licensor determines, in its reasonable discretion based on standard and accepted engineering practices, that Licensee’s Approved Equipment is causing Interference to the installations of Licensor or a Priority User, Licensee shall, within 48 hours of notification from Licensor, commence such actions as are necessary to mitigate or eliminate the Interference, with the exception of ceasing Licensee's operations. If Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Licensee cannot mitigate or eliminate such Interference within the 48 hour period, Licensor may file a complaint with the FCC (currently the FCC’s Enforcement Bureau, Spectrum Enforcement Division) or if such other user of the Tower Facility which is subject to Interference from Licensee’s Approved Equipment is a Priority User, then upon the request of such Priority User consistent with Licensor’s contractual obligations owed to the Priority User, Licensor may require that Licensee turn off or power down its interfering Approved Equipment and only power up or use such Approved Equipment during off-peak hours specified by Licensor in order to test whether such Interference continues or has been satisfactorily eliminated. If Licensee is unable to resolve or eliminate, to the satisfaction of Licensor, such Interference within 30 days from Licensee’s initial notification thereof, Licensee will immediately remove or cease operations of the interfering Approved Equipment. ii. Licensor. Upon the request of Licensee, Licensor hereby covenants to take commercially reasonable efforts to prohibit a Subsequent User from causing Interference with the operations of Licensee to the extent Licensee is a Priority User pursuant this section 11. If Licensor determines, in its reasonable discretion based on standard and accepted engineering practices, that a Subsequent User’s equipment is causing Interference to the installations of Licensee, upon Licensee’s request, Licensor shall, within 48 hours of request, commence such actions as are necessary to mitigate or eliminate the Interference, with the exception of ceasing Subsequent User’s operations. iii. Government Users. Notwithstanding the foregoing, if another user of the Tower or Tower Facility is a governmental entity, Licensor shall give such governmental entity written notice of the Interference within 5 Business Days of Licensor’s determination that such action is reasonably necessary. Licensor shall have the right to give the governmental entity 5 Business Days, or more as specified in the governmental site or occupancy agreement or as required by Applicable Law, from the receipt of such notice prior to Licensor being required to take any actions required by this subsection 11 (e) to cure such Interference. f) FCC Requirements Regarding Interference. Nothing herein shall prejudice, limit or impair Licensee’s rights under Applicable Law, including, but not limited to, FCC Rules and Regulations to redress any Interference independently of the terms of this section 11. Notwithstanding anything herein to the contrary, the provisions set forth in this section 11 shall be interpreted in a manner so as not to be inconsistent with Applicable Law, including, but not limited to, FCC Rules and Regulations and nothing herein relieves Licensee from complying with all Applicable Laws governing the propagation of radio frequencies and/or radio frequency interference. The Parties acknowledge that currently FCC Rules and Regulations govern the obligations of wireless telecommunication service providers with respect to the operation of equipment and use of frequencies. Consequently, the provisions set forth in this section 11 are expressly subject to CFR, Title 47, including but not limited to Part 15, et seq, governing Radio Frequency Devices; Part 20, et seq, governing commercial mobile radio services; Part 24, et seq, governing personal communications services; and Part 90, et seq, governing private land mobile radio services. In addition, in accordance with good engineering practice and standard industry protocols, licensees employ a wide range of techniques and practices, including those involving the use of proper types of equipment as well those related to the adjustment of operating parameters, in a mutually cooperative effort to identify and mitigate sources of Interference. The obligation of Part 20 licensees, including, but not limited to, private paging, specialized mobile radio services, cellular radiotelephone service and personal communications services, to avoid Interference is set forth in 47 CFR Part 90, Subpart N – Operating Requirements, §90.403(e). Claims of Interference are ultimately cognizable before the FCC’s Enforcement Bureau, Spectrum Enforcement Division. Licensee shall observe good engineering practice and standard industry protocols, applying such commercially reasonable techniques as constitute best practices among licensees, in the deployment of their frequencies and the operation of the Approved Equipment. If Licensee deploys its frequencies or operates the Approved Equipment in a manner which prevents any other user of the Tower or Tower Facility from decoding signal imbedded in their licensed frequencies such that the Spectrum Enforcement Division makes a determination that Licensee is the cause of the Interference and Licensee fails or refuses to mitigate or eliminate the Interference within the time and manner proscribed by the Spectrum Enforcement Division, Licensee shall be default of this Agreement and the remedies set forth in section 23 shall apply. g) Public Safety Interference. As of the Commencement Date, Licensor and Licensee are aware of the publication of FCC Final Rule, Private Land Mobile Services; 800 MHz Public Safety Interference Proceeding, Federal Register: November 22, 2004 (Volume 69, Number 224), Rules and Regulations, Page 67823-67853 (“Final Rule”). Claims of Interference made by or against users which are public safety entities shall be in compliance with the Final Rule as and when effective, or otherwise in accordance with FCC Rules and Regulations. h) AM Detuning. The parties acknowledge that the FCC Rules and Regulations govern the obligations of Licensee with respect to the operation of the Approved Equipment. Consequently, the provisions set forth in this Agreement are expressly subject to the FCC Rules and Regulations, including, but not limited to 47 C.F.R. §§ 27.63, 22.371 and 73.1692. Licensee agrees, at Licensee’s sole cost, to comply with the foregoing as well as any and all other FCC Rules, Regulations and public guidance relating to AM detuning as such provisions currently exist or are hereafter modified. Licensee shall be fully responsible for any pre and/or post installation testing for AM interference Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 at the Tower Facility and for the installation of any new detuning apparatus or the adjustment of any existing detuning apparatus that may be necessary to prevent adverse effects on the radiation pattern of any AM station caused by the installation of the Approved Equipment. Licensee shall provide Licensor with written proof of such compliance. In the event that Licensee determines that pre or post-installation testing for AM interference is not required at the Tower Facility, such a determination shall be at Licensee’s sole risk. If Licensee or Licensor receives a complaint of interference from an AM broadcast station after the Approved Equipment is added to a Tower or a Tower is modified to accommodate Licensee, Licensee shall eliminate such interference within 30 calendar days of the receipt of such complaint. Licensee’s failure to eliminate such interference within such 30 day period shall constitute a default under this Agreement and Licensor shall have the right to eliminate such interference at Licensee’s expense. Licensee further agrees to indemnify Licensor in the event that Licensee’s failure to comply with the FCC Rules and Regulations prior to installation/modification of the Approved Equipment results in any administrative investigation, proceeding or adjudication with respect to Licensor. 12. SITE RULES AND REGULATIONS. Licensee agrees to comply with the reasonable rules and regulations established from time to time at the Tower Facility by Licensor, which may be modified by Licensor from time to time upon receipt by Licensee of such revised rules and regulations. Such rules and regulations will not unreasonably interfere with Licensee’s use of the Licensed Space under this Agreement. 13. POWERING DOWN. a) Non-emergency. Licensor may require that Licensee temporarily discontinue operation or reduce power of its Approved Equipment in order for Licensor or another user at the Tower Facility to install equipment, to modify the Tower or another portion of the Property or equipment located on the Property, or to conduct maintenance or perform repairs. Upon prior written consent of Licensor, another user shall have the right to require that Licensee temporarily discontinue operations or reduce power of its Approved Equipment to the extent reasonably necessary to accomplish the aforesaid objectives. If such discontinuance of operation or reduction of power is required for non-emergency work, Licensor shall provide 10 days’ prior written notice to Licensee that such discontinuance or reduction must occur. Licensor and Licensee shall act in good faith to arrange a convenient date and time for Licensor or the other user, as applicable, to cause such a discontinuance or reduction by Licensee. If such an arrangement cannot be reached, Licensor shall have the unilateral right to schedule the required work and the required discontinuance or reduction based on its good faith assessment of the respective needs of Licensor and all users. b) Emergency. In an emergency (an event resulting in or likely to result in injury to persons or property), Licensor may require Licensee, to cease operating, reduce or turn off electrical power, reduce its signal strength, or make other adjustments to its operation upon such notice as may be reasonably practical under the circumstances. In the event the Licensee fails or refuses to discontinue or reduce power due to emergency circumstances as requested by Licensor, or the circumstances dictate that no notice may be given, Licensor may, without liability to Licensee, at its sole and absolute discretion discontinue electric service to Licensee’s transmitter and equipment until such repairs are complete. Licensor shall restore such electrical service as soon as reasonably practical. 14. DESTRUCTION; CONDEMNATION. a) Destruction. If the Tower or other portions of the improvements at the Tower Facility owned by Licensor are destroyed or so damaged as to materially interfere with Licensee’s use and benefits from the Licensed Space, Licensor or Licensee shall be entitled to elect to cancel and terminate this Agreement on the date of such casualty and any unearned Monthly License Fee paid in advance of such date shall be refunded by Licensor to Licensee within 30 days of such termination date. Notwithstanding the foregoing, Licensor may elect, in its sole discretion, to restore the damaged improvements, in which case Licensee and Licensor shall remain bound to the terms of this Agreement but Licensee shall be entitled to an abatement of the Monthly License Fee during the loss of use. If the Tower is so damaged that reconstruction or repair cannot reasonably be undertaken without removing the Approved Equipment, then (i) Licensor may, upon giving written notice to Licensee, remove any of the Approved Equipment and interrupt the signal activity of Licensee, (ii) Licensee may, at Licensee’s sole cost and expense, install temporary facilities pending such reconstruction or repair, provided such temporary facilities do not interfere with the construction, rebuilding or operation of the Tower, (iii) Licensor agrees to provide Licensee alternative space, if available, on the Tower or at the Tower Facility during such reconstruction/repair period and (iv) should Licensor not substantially restore or replace the Tower in a fashion sufficient to allow Licensee to resume operations thereon within 6 months of the date of casualty, provided that such 6 month period shall be automatically extended for so long as Licensor has commenced and diligently continues to restore or replace such Tower, and Licensee’s operation has been materially disrupted for 60 or more consecutive days, then Licensee, upon 30 days’ prior written notice to Licensor, may terminate this Agreement. b) Condemnation. If the whole or any substantial part of the Tower Facility shall be taken by any public authority under the power of eminent domain or in deed or conveyance in lieu of condemnation so as to materially interfere Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 with Licensee’s use thereof and benefits from the Licensed Space, then this Agreement shall terminate on the part so taken on the date of possession by such authority of that part, and Licensor or Licensee shall have the right to terminate this Agreement and any unearned Monthly License Fee paid in advance of such termination shall be refunded by Licensor to Licensee within 30 days following such termination. Notwithstanding the foregoing, Licensor may elect to rebuild the Tower or other improvements affected by such condemnation at an alternate location or property owned, leased or managed by Licensor, in which case Licensee and Licensor shall remain bound hereby. Upon such relocation of the Tower or improvements, the Licensed Space shall be modified to include the new Tower or improvements and the property on which the same are located and this Agreement shall be amended accordingly to clarify the rights of Licensor and Licensee with respect to the Licensed Space. Licensee agrees not to make a claim to the condemning authority for any condemnation award to the extent such claim shall diminish or affect the award made to Licensor with regard to such condemnation. c) License Fee Abatement. The Monthly License Fee with respect to the affected Tower Facility shall be abated during any period that the Tower has not been restored following an event described in subsections (a) or (b) above so long as Licensee is unable to continue to operate from a temporary location at the property during any period of restoration. 15. COMPLIANCE WITH LAWS. Licensor shall be responsible for compliance with any marking and lighting requirements of the FAA and the FCC applicable to the Tower Facility, provided that if the requirement for compliance results from the presence of the Approved Equipment on the Tower, Licensee shall pay the costs and expenses therefor (including any lighting automated alarm system so required). Licensee has the responsibility of carrying out the terms of Licensee’s FCC license with respect to tower light observation and notification to the FAA if those requirements imposed on Licensee are in excess of those required of Licensor. Notwithstanding anything to the contrary in this Agreement, Licensee shall at all times comply with all Applicable Laws and ordinances and all rules and regulations of municipal, state and federal governmental authorities relating to the installation, maintenance, location, use, operation, and removal of the Approved Equipment and other alterations or improvements authorized pursuant to the provisions of this Agreement. 16. INDEMNIFICATION; INSURANCE. a) Intentionally Deleted. b) Intentionally Deleted. c) Survival. The provisions of this section 16 shall survive the expiration or earlier termination of this Agreement with respect to any events occurring on or before expiration or termination of same whether or not Claims relating thereto are asserted before or after such expiration or termination. d) Insurance. Licensor and Licensee shall keep in full force and effect, during the Term of this Agreement, insurance coverage in accordance with Appendix II attached hereto. 17. LIMITATION OF PARTIES’ LIABILITY. NEITHER LICENSOR NOR LICENSEE SHALL BE RESPONSIBLE FOR, AND HEREBY WAIVES ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED RESULTING FROM (i) LICENSEE’S USE OR LICENSEE’S INABILITY TO USE THE TOWER FACILITY, OR (ii) DAMAGE TO THE OTHER’S EQUIPMENT. If Licensor shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Agreement or is charged with an indemnity obligation hereunder, and if Licensee shall, as a consequence thereof, recover a money judgment against Licensor (whether compensatory or punitive in nature), Licensee agrees that it shall look solely to Licensor’s right, title and interest in and to the Tower Facility and the Tower for the collection of such judgment, and Licensee further agrees that no other assets of Licensor shall be subject to levy, execution or other process for the satisfaction of Licensee’s judgment, and that Licensor shall not be personally liable for any deficiency. 18. DISCLAIMER OF WARRANTY. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE TOWER FACILITY OR THE TOWER. LICENSEE HEREBY ACCEPTS THE TOWER FACILITY “AS IS, WHERE IS, WITH ALL FAULTS.” 19. NOTICES. All notices, demands, approvals, requests and other communications shall be in writing to such Party at the address listed in the introductory paragraph of this Agreement (and in each case, in the event of notice to Licensor, with a copy of such notice to American Towers LLC, 116 Huntington Avenue, Boston, MA 02116, Attention: General Counsel) or at such other address as such Party shall designate by notice to the other party hereto in accordance with this section 19 (the “Notice Address”) and may be personally delivered; mailed, via United States certified mail, return receipt requested; or transmitted by overnight courier for next Business Day delivery, and, if not delivered personally, shall be deemed to be duly given or made 2 Business Days after deposit with the applicable carrier or courier. Notices will be deemed to have been given upon either receipt or rejection. Notwithstanding the foregoing, (i) any notice that is Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 given by a party may be given by the attorneys for that party and shall be deemed effective for all purposes herein, and (iii) only notices, letters, documents, or instruments threatening to declare or declaring such addressee or recipient in default under this Agreement shall be required to be sent to the attorneys representing such addressee or recipient, if the name and address of such attorney is provided for herein. 20. ASSIGNMENT; SUBLEASING. Licensee may not assign this Agreement as a whole, or any portion of Licensee’s rights, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, nondisturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties. 21. SUBORDINATION TO GROUND LEASE. The Parties acknowledge and agree that in the event Licensor’s rights in the Licensed Space and/or any part of the Tower Facility is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (a “Ground Lease”), all terms, conditions and covenants contained in this Agreement shall be specifically subject to and subordinate to the terms and conditions of the applicable Ground Lease. In the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of this Agreement (other than those provisions relating to the length of term, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, Licensee agrees to comply with the terms of such Ground Lease as applicable to the access and occupancy of the Licensed Space. Notwithstanding anything contained in this Agreement to the contrary, if the Ground Lease expires or is terminated for any reason, this Agreement shall terminate on the effective date of such termination and Licensor shall have no liability to Licensee as a result of the termination of this Agreement. Licensor is under no obligation to extend the term of or renew the Ground Lease. Licensor shall give Licensee written notice of such termination or expiration of this Agreement as a result of the termination or expiration of the Ground Lease as soon as practicable. Unless prohibited by the terms of such Ground Lease, upon Licensee’s written request, Licensor shall provide a copy of any applicable Ground Lease with the economic terms and other terms that Licensor deems reasonably confidential redacted. 22. DEFAULT. The occurrence of any of the following instances shall be considered to be a default or a breach of this Agreement by Licensee: (i) any failure of Licensee to pay the Monthly License Fee, or any other charge for which Licensee has the responsibility of payment under this Agreement, within 10 Business Days of the date following written notice to Licensee from Licensor, or its designee, of such delinquency, it being understood, however, that Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to pay the Monthly License Fee or any other charge shall be an immediate default without notice to Licensee if not paid within 10 Business Days of the date when due; (ii) any failure of Licensee to perform or observe any term, covenant, provision or condition of this Agreement which failure is not corrected or cured by Licensee within 30 days of receipt by Licensee of written notice from Licensor, or its designee, of the existence of such a default; except such 30 day cure period shall be extended as reasonably necessary to permit Licensee to complete a cure so long as Licensee commences the cure within such 30 day cure period and thereafter continuously and diligently pursues and completes such cure; (iii) failure of Licensee to abide by the Interference provisions as set forth in section 11; (iv) Licensee shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Licensee which cannot be or is not dismissed by Licensee within 60 days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization of all or a substantial portion of Licensee’s assets, or Licensee makes an assignment for such purposes for the benefit of creditors; (v) this Agreement or Licensee’s interest herein or Licensee’s interest in the Tower Facility are executed upon or attached; (vi) Licensee commits or fails to perform an act which results in a default under or nonconformance with the Ground Lease by Licensor and the same shall not be cured within 5 Business Days (or such shorter time as permitted under the Ground Lease to cure) of the date following written notice to Licensee from Licensor, or its designee, of such default; or (vii) the imposition of any lien on the Approved Equipment except as may be expressly authorized by this License, or an attempt by Licensee or anyone claiming through Licensee to encumber Licensor’s interest in the Tower Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Facility, and the same shall not be dismissed or otherwise removed within 10 Business Days of written notice from Licensor to Licensee. 23. REMEDIES. In the event of a default or a breach of this Agreement by Licensee and after Licensee’s failure to cure the same within the time allowed Licensee to cure such default, if applicable, then Licensor may, in addition to all other rights or remedies Licensor may have hereunder at law or in equity, (i) terminate this Agreement by giving written notice to Licensee, stating the date upon which such termination shall be effective, accelerating and declaring to be immediately due and payable the then present value of all Monthly License Fees and other charges or fees which would have otherwise been due Licensor absent a breach of the Agreement by Licensee, discounted by an annual percentage rate equal to 5%, (ii) terminate electrical power to the Approved Equipment, and/or (iii) remove the Approved Equipment without being deemed liable for trespass or conversion and store the same at Licensee’s sole cost and expense for a period of 30 days after which the Approved Equipment, other than Hazardous Materials, will be deemed conclusively abandoned if not claimed by Licensee. Licensee shall pay all reasonable attorney’s fees, court costs, removal and storage fees (including any damage caused thereby), and other items of cost reasonably incurred by Licensor in recovering the Monthly License Fee or other fee or charge. Licensee shall not be permitted to claim the Approved Equipment until Licensor has been reimbursed for removal and storage fees. Past due amounts under this Agreement will bear interest from the date upon which the past due amount was due until the date paid at a rate equal to 18% per annum, or at a lower rate if required by law in the state in which this Agreement is to be performed. In addition, Licensee shall be assessed a late payment fee equal to 25% of the then-current Monthly License Fee for any payment or reimbursement due to Licensor under this Agreement which is overdue by ten (10) days or more and such fee shall be assessed for each 30 day period thereafter that any such amount (or portion thereof) remains unpaid. 24. GOVERNMENTAL APPROVALS; PERMITS. In the event that any governmental permit, approval or authorization required for Licensor’s use of, operation of, or right to license space to Licensee at the Tower Facility is terminated or withdrawn by any governmental authority or third party as part of any governmental, regulatory, or legal proceeding, Licensor may terminate this Agreement. Licensee hereby agrees that in the event of a governmental or legal order requiring the removal of the Approved Equipment from the Tower, the modification of the Tower, or the removal of the Tower, Licensee shall remove the Approved Equipment promptly, but in no event later than the date required by such order, at Licensee’s sole cost and expense. Licensor shall cooperate with Licensee in Licensee's efforts to obtain any permits or other approvals that may be necessary for Licensee’s installation and operation of the Approved Equipment, provided that Licensor shall not be required to expend any funds or undertake any liability or obligation in connection with such cooperation. Licensor may elect to obtain such required approvals or permits on Licensee’s behalf, at Licensee’s sole cost and expense. In no event may Licensee encourage, suggest, participate in or permit the imposition of any restrictions or additional obligations whatsoever on the Tower Facility or Licensor’s current or future use or ability to license space at the Tower Facility as part of or in exchange for obtaining any such approval or permit. In the event that Licensee’s shelter or cabinets are installed above a third-party or Licensor-owned shelter or building, Licensee shall be solely responsible for obtaining any required approvals, or permits in connection with such shelter or cabinet installation, excepting the consent of other users at the Tower Facility and/or the ground landlord which shall remain the sole responsibility of Licensor where required. 25. REPLACEMENT OF TOWER/RELOCATION OF APPROVED EQUIPMENT. a) Replacement of Tower. Licensor may, at its election, replace or rebuild the Tower or a portion thereof. Such replacement will (i) be at Licensor’s sole cost and (ii) not result in an interruption of Licensee’s communications services beyond that which is necessary to replace the new Tower. If Licensee, in Licensee’s reasonable discretion, cannot operate the Approved Equipment from the existing Tower during such replacement or rebuild of the Tower, Licensee may establish, at Licensee’s sole cost, a temporary facility on the Tower Facility to provide such services as Licensee deems necessary during any such construction by Licensor so long as adequate space is then available. The location of such temporary facilities shall be subject to Licensor’s approval. The License Fee due hereunder shall be abated for any period during which Licensee is prevented from broadcasting from the existing Tower due to such replacement or relocation. At the request of either Party, Licensor and Licensee shall enter into an amendment to this Agreement to clarify the rights of Licensor and Licensee to the new Tower Facility. b) Tower Removal: If during the term of this Agreement Licensor determines based on engineering structural standards generally applied to communications towers that the Tower is or has become structurally unsound such that pursuant to generally accepted industry safety standards the Tower or a portion thereof must be removed, then, upon 90 days prior written notice to Licensee, Licensor may, in its sole discretion either (i) remove the Tower and terminate this Agreement effective as of the date of such removal, or (ii) modify the Tower and relocate Licensee’s Approved Equipment to an alternative location on the modified Tower. If Licensee and Licensor are not able to agree on an alternative location on the modified Tower for the installation of Licensee’s Approved Equipment within the foregoing 90 day notice period, then Licensee or Licensor may elect to terminate the Agreement. 26. EMMISIONS. If antenna power output (“RF Emissions”) is presently or hereafter becomes subject to any restrictions imposed by the FCC or other governmental agency for RF Emissions standards on Maximum Permissible Exposure Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 (“MPE”) limits, or if the Tower Facility otherwise becomes subject to federal, state or local rules, regulations, restrictions or ordinances, Licensee shall comply with Licensor’s reasonable requests for modifications to the Approved Equipment which are reasonably necessary for Licensor to comply with such limits, rules, regulations, restrictions or ordinances and Licensor shall use commercially reasonable efforts to cause all other licensees of the Tower Facility to promptly comply. If Licensor requires an engineering evaluation or other power density study be performed to evaluate RF Emissions compliance with MPE limits, then all reasonable costs of such an evaluation or study shall be paid proportionately by Licensee and all other licensees of the Tower within 30 days of Licensor’s request therefor. If said study or a study sponsored by any governmental agency indicates that RF Emissions at the Tower Facility do not comply with MPE limits, then Licensee and Licensor, each for itself, shall immediately take any and all steps necessary to ensure that it is individually in compliance with such limits, up to and including cessation of operation, until a maintenance program or other mitigating measures can be implemented to comply with MPE and in addition, Licensor shall use commercially reasonable efforts to cause all other licensees of the Tower to take similar steps necessary to ensure that they are individually in compliance with such limits. 27. ENVIRONMENTAL. Licensee covenants that it will not use, store, dispose, or release any Hazardous Substances on the Tower Facility in violation of Applicable Law. Licensee agrees to indemnify and save harmless Licensor against any and all Claims, liabilities, causes of action, Damages, orders, judgments, and clean-up costs arising from Licensee’s breach of any the covenants contained in this section 27. The obligations of Licensee to indemnify Licensor pursuant to this section 27 shall survive the termination or expiration of this Agreement. 28. SUBROGATION. a) Waiver. Licensor and Licensee waive all rights against each other and any of their respective consultants and contractors, agents and employees, for Damages caused by perils to the extent covered by the proceeds of the insurance provided herein, except such rights as they may have to the insurance proceeds. Licensee shall require by appropriate agreements, written where legally required for validity, similar waivers from its contractors and subcontractors. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. b) Mutual Release. Notwithstanding anything in this Agreement to the contrary, Licensor and Licensee each release the other and its respective affiliates, employees and representatives from any Claims by them or any one claiming through or under them by way of subrogation or otherwise for Damage to any person or to the Tower Facility and to the fixtures, personal property, improvements and alterations in or on the Tower Facility that are caused by or result from risks insured against under any insurance policy carried by each and required by this Agreement, provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies and only to the extent of the proceeds received from such policy. 29. GOVERNING LAW. This Agreement shall be governed by the laws of the state in which the Tower Facility is located, with the exception of its choice of laws provisions. If any provision of this Agreement is found invalid or unenforceable under judicial decree or decision, the remaining provisions of this Agreement shall remain in full force and effect. Any approval, consent, decision, or election to be made or given by a Party may be made or given in such Party’s sole judgment and discretion, unless a different standard (such as reasonableness or good faith) is provided for explicitly. 30. FINANCING AGREEMENT. Licensee may, upon written notice to Licensor, mortgage or grant a security interest in the Approved Equipment to any such mortgagees or holders of security interests including their successors and assigns. No such security interest shall extend to, affect or encumber in any way the interests or property of Licensor. 31. MISCELLANEOUS. Upon Licensor’s written request, Licensee shall promptly furnish Licensor with complete and accurate information in response to any reasonable request by Licensor for information about any of the Approved Equipment or utilities utilized by Licensee at the Tower Facility or any of the channels and frequencies utilized by Licensee thereon. In the event that this Agreement is executed by Licensor, its Affiliates or any trade name utilized by Licensor or its Affiliates and such signatory does not hold the real Tower Facility or leasehold interest in the affected Tower Facility, the execution of this Agreement shall be deemed to have been properly executed by Licensor or Licensor’s Affiliate which properly holds such interest in the affected Tower Facility. Upon the termination or expiration of this Agreement, Licensee shall immediately upon the request of Licensor deliver a release of any instruments of record evidencing such Agreement. Notwithstanding the expiration or earlier termination of this Agreement, sections 16, 17, 18, and 27 shall survive the expiration or earlier termination of the Agreement. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision herein (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly agreed to in writing by the affected Party. This Agreement constitutes the entire agreement of the Parties hereto concerning the subject matter herein and shall supersede all prior offers, negotiations and agreements, whether written or oral. No revision of the Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. The Parties agree that a scanned or electronically reproduced copy or image of this Agreement shall be deemed an original and may be introduced or submitted in any action or proceeding as a competent evidence of the execution, terms and Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 existence of this Agreement notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Agreement and without the requirement that the unavailability of such original, executed counterpart of this first be proven. 32. CONFIDENTIALITY. Neither Party shall use the other’s name, service mark or trademark in any public announcement or advertisement without the prior written consent of the other Party, which may be withheld in such Party’s sole and absolute discretion. The offer of license expressed in this Agreement shall automatically expire and become void if two unaltered counterparts of this Agreement, executed by Licensee, are not delivered to Licensor within 30 days of the Effective Date. ATTACHED EXHIBITS: Exhibit A: List of Approved Equipment and location of the Licensed Space Exhibit B: Site Drawing indicating the location of Ground Space for Licensee’s equipment shelter or space in Licensor’s building (as applicable) Exhibit C: As-Built Drawings or Construction Drawings to be attached within 45 days after Commencement Date in accordance with Section 3 Appendix I: Definitions Appendix II: Insurance Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Exhibit A List of Approved Equipment and location of the Licensed Space Exhibit A Customer Name: CITY OF CORPUS CHRISTI ATC Asset Name: ROBSTOWN #1B-CORPUS CHRISTI ATC Asset #: 35001 Customer Site Name: N/A Customer Site #: N/A Total Lease Area Sq. Ft: 316.00'Primary Contiguous Lease Area L:10.00'W:15.00'H: Sq. Ft: 150.00 Customer Building 10.00' 15.00' N/A 150.00 Outside Primary Lease Area N/A N/A N/A Sq. Ft: 166.00 Generator AREA 14.00' 9.00' N/A 126.00 Fuel Tank AREA 10.00' 4.00' N/A 40.00 Setback AREA N/A N/A Refer to Site Sketch Generator: Stand Alone Fuel Tank Size(gal): 500.0 Fuel Type: Propane Fuel Tank Setback(radius): 10.0 Power Provided By: Utility Company Direct Telco/Interconnect: N/A Type: N/A Quantity: N/A TX Power(watts): N/A ERP(watts): N/A Type OMNI TTA OMNI DISH-HP N/A N/A Manufacturer RFS dbSpectra RFS Andrew Microwaves N/A N/A Model #BMR12-O-B1 DS7TMA17C BMR12-O-B1 VHLP6-6W-4WH/A N/A N/A Dimensions HxWxD 240" x 6.6" x 6.6" 10.8" x 6.5" x 4" 240" x 6.6" x 6.6" 6.36' x 6.36' x 3.22' N/A N/A Weight(lbs.)92.0 10.0 92.0 137.0 N/A N/A Location Tower Tower Tower Tower N/A N/A RAD Center AGL 670.0' 660.0' 650.0' 410.0' N/A N/A Antenna Tip Height 680.0' 660.4' 660.0' 413.2' N/A N/A Antenna Base Height 660.0' 659.6' 640.0' 406.8' N/A N/A Mount Type Stand-Off Leg/Flush Stand-Off Leg/Flush N/A N/A Quantity 2222N/AN/A Azimuths/Dir. of Radiation 0000N/AN/A Quant. Per Azimuth/Sector 2222N/AN/A TX/RX Frequency Units MHz N/A MHz GHz N/A N/A TX Frequency 854.7125-859.2375 N/A . 5.925-7.125 N/A N/A RX Frequency . N/A 809.7125-814.2375 5.925-7.125 N/A N/A Using Unlicensed Frequencies?No No No No N/A N/A Antenna Gain 12 N/A 12 35.7/ 36.9/ 37.7 N/A N/A Total # of Lines 2022N/AN/A Line Quant. Per Azimuth/Sector 2 N/A 2 2 N/A N/A Line Type Coax N/A Coax Coax N/A N/A Line Diameter Size 7/8" Coax N/A 1 5/8" Coax 1/2" Coax N/A N/A Line Configuration N/A N/A N/A N/A N/A N/A Revision#2-OAA758982 Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Exhibit B Site Drawing indicating the location of Ground Space for Licensee’s equipment shelter or space in Licensor’s building (as applicable) Licensee shall not commence installation until Licensor has approved in writing said drawing and attached it hereto. XX X XXCARRIER EQPT. #GROUND SPACE ATC FUTURE BUILDING 2 CARRIER EQPT. #GROUND SPACE ATC BUILDING 1 GRAPHIC SCALE ( IN FEET ) 1 UNIT = 20 FEET 2010020 Copyright © 2020 ATC IP LLC, All Rights Reserved.ATC ASSET NO.: DRAWN BY: DATE DRAWN: CUSTOMER: SHEET NUMBER:AUDITED BY THESE DRAWINGS AND/OR THE ACCOMPANYING SPECIFICATION AS INSTRUMENTS OF SERVICE, ARE THE EXCLUSIVE PROPERTY OF LESSOR/SITE OWNER AND THEIR USE AND PUBLICATION SHALL BE RESTRICTED TO THE ORIGINAL SITE FOR WHICH THEY ARE PREPARED. REUSE, REPRODUCTION OR PUBLICATION BY ANY METHOD, IN WHOLE OR IN PART, IS PROHIBITED EXCEPT BY WRITTEN PERMISSION FROM LESSOR/SITE OWNER. TITLE TO THESE PLANS AND/OR SPECIFICATIONS SHALL REMAIN WITH LESSOR/SITE OWNER WITHOUT PREJUDICE AND VISUAL CONTACT WITH THEM SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF ACCEPTANCE OF THESE RESTRICTIONS. ALL MEASUREMENTS AND LOCATIONS USED IN THIS SITE DESIGN ARE APPROXIMATE AND LESSOR/SITE OWNER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO UNDERGROUND FEATURES, INCLUDING BUT NOT LIMITED TO UTILITIES, ROCK FORMATIONS, ETC. THIS SITE DESIGN SHALL NOT BE USED FOR CONSTRUCTION PURPOSES AND LESSEE SHOULD CONTACT AND UTILIZE A UTILITY LOCATOR SERVICE PRIOR TO COMMENCING CONSTRUCTION TO AVOID SERVICE DISRUPTION TO OTHER USERS AND INJURY OR DEATH ON LEGEND GROUNDING TEST WELL AV AIR VENT ATS AUTOMATIC TRANSFER SWITCH B BOLLARD C CABINET CS COAX SHROUD CSC CELL SITE CABINET D DISCONNECT E ELECTRICAL F FIBER GEN GENERATOR G GENERATOR RECEPTACLE HH, V HAND HOLE, VAULT HFC HYDROGEN FUEL CELL HSM HYDROGEN STORAGE MATERIAL IB ICE BRIDGE K KENTROX BOX LC LIGHTING CONTROL LPG LIQUID PROPANE GAS M METER MTS MANUAL TRANSFER SWITCH OHW OVERHEAD WIRE P POWER PP POWER POLE T TELCO TRN TRANSFORMER BUFFER (PROPERTY LINE) GROUND SPACE (LEASE AREA) EASEMENT 35001 ROBSTOWN #1B-CORPUS CHRISTI TEXAS K.JONES 07/16/2020 CITY OF CORPUS CHRISTI SITE-1 ATC SITE NUMBER: ATC SITE NAME: SITE PLAN LAYOUT A.T. ENGINEERING SERVICE, PLLC 3500 REGENCY PARKWAY SUITE 100 CARY, NC 27518 PHONE: (919) 466-0112 ATC PROJECT NO.:OAA758982 35001 FUTURE 39'-0" X 64'-4" BUILDING 2 ATC EXISTING 12' X 28' SHELTER TO BE REMOVED FUTURE 9' X 29' GEN. PAD & GROUND SPACE FUTURE HVAC UNITS W/ 7' X 10' GROUND SPACE 7'-0"3'-0"8'-0" PROPOSED 12'-0" GATE PROPOSED 47'-8" FENCE PROPOSED5'-1" FENCEPROPOSED15'-5" FENCE3'-0" PROPOSED 500 GAL. LPG TANK ON A 4' X 10' CON. PAD & GROUND SPACE CITY OF CORPUS CHRISTI PROPOSED 10' NO SPARK BUFFER ZONE3'-0"10'-0"3'-0" 15'-8" FUTURE 7' X 39' CON. PAD FUTURE IB EXTENSION 5'-0"10'-0"FUTURE 4' X 6' GROUND SPACE 5'-0"17'-0"FUTURE 10' X 10' GROUND SPACE FUTURE 12'-6" X 60'-0"10 24'-5"FUTURE 12'-3" X 16'-0"13 36'-8"10 13 FUTURE 12'-3" X 16'-0"14 14 11'-9"12 FUTURE 200 SQ. FT. 12 11 FUTURE 200 SQ. FT. 11 1'-0"1'-0"15 FUTURE 2' X 2' 15 PROPOSED 9' X 14' GEN. PAD & GROUND SPACE CITY OF CORPUS CHRISTI PROPOSED IBPROPOSED 10' X 15' SHELTER & GROUND SPACE CITY OF CORPUS CHRISTI 5'-0"8'-0" Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Exhibit C As Built Drawings or Construction Drawings To be attached hereto within 45 days after the Commencement Date. Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Appendix I Defined Terms Affiliate(s): Any corporation, partnership, limited liability company or other entity that (i) is controlled directly or indirectly (through one or more subsidiaries) by Licensee , or (ii) is the successor or surviving entity by a merger or consolidation of Licensee pursuant to Applicable Law, (iii) purchases all or substantially all of the assets of Licensee. For purposes of this definition, “control” means the possession of the right through the ownership of 50% or more of the shares with voting rights to effectively direct the business decisions of the subject entity. Agreement: defined in the introductory paragraph. Annual Escalator: defined in section IV on page 1. Applicable Law: All applicable statutes, ordinances, laws, regulations and directives of any federal, state or local governmental unit, authority or agency having jurisdiction over a Licensed Space or affecting the rights and obligations of Licensor or Licensee under this Agreement, including without limitation, the Communications Act of 1934, as amended from time to time, FCC Rules and Regulations, and the rules, regulations and written policies and decisions of the FAA. Application: defined in section IV on page 1. Application Fee: defined in section IV on page 1. Approved Equipment: the communications system, including antennas, radio equipment, cabling and conduits, shelter and/or cabinets and other personal property owned or operated by Licensee at the Licensed Space, as defined in Exhibit A or B to this Agreement. Business Day: a day other than a Saturday, Sunday or legal holiday for commercial banks under the laws of the United States or the Commonwealth of Massachusetts. Claims: demands, claims, suits, actions, proceedings or investigations brought against a person by an unrelated or unaffiliated Person. Commencement Date: defined in section IV on page 1. Common Expenses: defined in section 7. Connection Fee: defined in section IV on page 1. Construction Drawings: defined in section 3. Damages: debts, liabilities, obligations, losses, damages, excluding consequential or punitive damages, costs and expenses, interest (including, without limitation, prejudgment interest), penalties, reasonable legal fees, court costs, disbursements and costs of investigations, deficiencies, levies, duties and imposts. Easement: defined in section 2. Effective Date: defined in the introductory paragraph. FAA: the United States Federal Aviation Administration or any successor federal agency established for the same or similar purpose. FCC: the United States Federal Communications Commission or any successor federal agency established for the same or similar purpose. FCC Rules and Regulations: All of the rules, regulations, public guidance, written policies and decisions governing telecommunications generally and wireless telecommunications specifically as promulgated and administered by the FCC, which on the Effective Date includes, but is not limited to, those administered by the Wireless Telecommunications Bureau of the FCC and more specifically referenced as the Code of Federal Regulations, title 47, parts 0 through 101, as amended. Ground Lease: defined in section 21. Ground Space: The portion of the Tower Facility licensed for use by Licensee to locate a portion of the Approved Equipment thereon, in the square footage amount depicted on exhibit B of this Agreement. In no event shall the Ground Space include the air space or rights above the Approved Equipment located in the Ground Space. Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Hazardous Substances: Any hazardous material or substance which is or becomes defined as a hazardous substance, pollutant or contaminant subject to reporting, investigation or remediation pursuant to Applicable Law; any substance which is or becomes regulated by any federal, state or local governmental authority; and any oil, petroleum products and their by- products. Holdover Fee: defined in subsection 6(c). Indemnified Party: any person entitled to Indemnification under section 16 hereof. Initial Term: defined in subsection 6(a). Interference: defined in subsection 11(a)(i). Labeling Fee: defined in section 9. Licensed Frequencies: defined in subsection 11(a)(ii). Licensed Space: Location of the Approved Equipment on the Tower and at the Ground Space as more specifically described in Exhibits A and B attached hereto. Licensed User: defined in subsection 11(a)(iii). Licensee: defined in the introductory paragraph. Licensor: defined in the introductory paragraph. Monthly License Fee: defined in subsection 5(a). MPE: defined in section 26. Notice Address: defined in section 19. NTP (Notice to Proceed): Written notice from Licensor to Licensee acknowledging that all required documentation for the construction and installation of the Approved Equipment has been received and approved by Licensor and Licensee is authorized to commence its installation of the Approved Equipment at the Licensed Space, as more particularly set forth in section 10(a) of this Agreement. Party(ies): Licensor or Licensee. Permitted Affiliate: defined in section 20. Permitted Frequencies: defined in section III on page 1. Priority User: defined in subsection 11(a)(iv). Relocation Application Fee: defined in section IV on page 1. Remittance Address: defined in section II of page 1. Renewal Term(s): defined in subsection 6(b). RF Emissions: defined in section 26. Site Inspection Fee: defined in section IV on page 1. SSIS: defined in subsection 10(b). SSIS Fee: defined in subsection 10(b). Structural Analysis Fee: defined in subsection 10(b). Subsequent User: defined in subsection 11 (a)(v). Term: Initial Term and each Renewal Term which is effected pursuant to section 6 of this Agreement. Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Tower: A communications or broadcast tower owned and operated by Licensor and located at the Tower Facility. Tower Facility: Certain real property owned, leased, subleased, licensed or managed by Licensor shown on page 1 of this Agreement, on which a Tower owned, leased, licensed or managed by Licensor is located. Unlicensed Frequencies: defined in subsection 11(a)(vi). Unlicensed User: defined in subsection 11(a)(vii). Utility Fee: defined in section IV on page 1. Work: all work relating to the construction, installation, relocation and reconfiguration of Licensee’s Approved Equipment on the Tower Facility, including without limitation, construction management, construction of an equipment pad, installation or modification of lines, antennas, shelters and equipment cabinets. Licensor Site Name / Number: ROBSTOWN #1B-CORPUS CHRISTI / 35001 Licensee Site Name / Number: N/A / N/A #11552v4 Appendix II Insurance A. LICENSOR shall maintain in full force during the Term of this Agreement the following insurance: 1. Worker’s Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employers’ Liability Insurance with minimum limits of $500,000.00 per accident/occurrence, or in accordance with all applicable state, federal and maritime laws. 2. Commercial General Liability Insurance (Bodily Injury and Tower Facility Damage), the limits of liability of which shall not be less than $1,000,000.00 per occurrence. 3. An umbrella policy of not less than Five Million Dollars ($5,000,000.00). The above insurance shall provide that LICENSEE will receive not less than 30 days written notice prior to any cancellation of, or material change in coverage. The insurance specified in this Item A shall contain a waiver of subrogation against LICENSEE and shall name LICENSEE as an additional insured, and shall be primary over any insurance coverage in favor of LICENSEE but only with respect to and to the extent of the insured liabilities assumed by LICENSOR under this Agreement and shall contain a standard cross-liability endorsement. B. LICENSEE shall maintain in full force during the Term of this Agreement the following insurance: 1. Worker’s Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employers’ Liability Insurance with minimum limits of $500,000.00 per accident/occurrence, or in accordance with all applicable state, federal and maritime laws. 2. Commercial General Liability Insurance (Bodily Injury and Tower Facility Damage), the limits of liability of which shall not be less than $1,000,000.00 per occurrence. 3. An umbrella policy of not less than Two Million Dollars ($2,000,000.00). The above insurance shall provide that LICENSOR will receive not less than 30 days written notice prior to any cancellation of, or material change in coverage. The insurance specified in this Item B shall contain a waiver of subrogation against LICENSOR and shall name LICENSOR as additional insured, and shall be primary over any insurance coverage in favor of LICENSOR but only with respect to and to the extent of the insured liabilities assumed by LICENSEE under this Agreement and shall contain a standard cross-liability endorsement. C. Licensee shall cause all contractors or subcontractors performing Work on any Antenna Site prior to the commencement of any such Work on behalf of Licensee to maintain the following insurance: 1. Worker’s Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employers’ Liability Insurance with minimum limits of $500,000.00 per accident/occurrence, or in accordance with all applicable state, federal and maritime laws. 2. Commercial General Liability Insurance (Bodily Injury and Tower Facility Damage), the limits of liability of which shall not be less than $1,000,000.00 per occurrence. 3. An umbrella policy of not less than Five Million Dollars ($5,000,000.00). The above insurance shall provide that Licensor will receive not less than thirty (30) days written notice prior to any cancellation of, or material change in coverage. The insurance specified in this Item C shall contain a waiver of subrogation against Licensor and shall include Licensor as additional insured, and shall be primary over any insurance coverage in favor of Licensor but only with respect to and to the extent of the insured liabilities assumed by Licensee under this Agreement and shall contain a standard cross-liability endorsement. D. Notwithstanding the foregoing insurance requirements, (a) the insolvency, bankruptcy, or failure of any insurance company carrying insurance for either Party, or failure of any such insurance company to pay Claims accruing, shall not be held to waive any of the provisions of this Agreement or relieve either Party from any obligations under this Agreement, and (b) Licensor reserves the right, from time to time, to increase the required liability limits described above in Items A,B, and/or C in accordance with then-current customary insurance requirements in the tower industry nationally. DATE: August 26, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 CAPTION: Zoning Case No. 0820-02, JAR Development (District 5). Ordinance rezoning property at or near 7872 Yorktown Boulevard from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District. SUMMARY: The purpose of the zoning request is to allow for the construction of a single-family residential subdivision. BACKGROUND AND FINDINGS: The subject property is 24.49 acres in size. The subject property is currently zoned “RS-6” Single- Family 6 District and consists of vacant property. The property was annexed in 1995. Conformity to City Policy The subject property is located within the boundaries of the Southside Area Development Plan and is planned for a Medium Density Residential use. The proposed rezoning to the “RS-4.5” Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC). The subject property is located within 0.38 miles of the intersection of the commercial node of Rodd Field Road and Yorktown Boulevard. This commercial node also connects to the new Del Mar College southside campus. Additionally, the subject property is approximately 2-miles to the east of Bill Witt Park. Public Input Process Number of Notices Mailed 35 within 200-foot notification area 4 outside notification area Rezoning a property at or near 7872 Yorktown Boulevard AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 10/13/20 Second Reading Ordinance for the City Council Meeting 10/20/20 As of August 14, 2020: In Favor 0 inside notification area 0 outside notification area In Opposition 0 inside notification area 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission recommended approval of the change of zoning from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 on August 19, 2020. ALTERNATIVES: 1. Denial of the change of zoning from the “FR” Farm Rural District to the “RS-4.5” Single- Family 4.5 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 to the “RS-4.5” Single-Family 4.5 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. 0820-02, JAR Development (District 5). Ordinance rezoning property at or near 7872 Yorktown Boulevard from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 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 24.493 acre tract being described in a deed recorded in Doc No. 2008038737, Deed Records of Nueces County, Texas, said 24.493 acres also being out of Lots 7 & 10, Section 25, Flour Bluff and Encinal Farm and Garden Tracts, Volume A, Pages 41-43, Map Records of Nueces County, Texas, as shown in Exhibit “A”: from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5District. The subject property is located at or near 7872 Yorktown Boulevard. Exhibit A, which is the Metes and Bounds of the subject property with an associated map 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. Page 2 of 5 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 3 of 5 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 ______________ Greg Smith ______________ Paulette M. Guajardo ________________ 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 4 of 5 Exhibit A Page 5 of 5 PLANNING COMMISSION FINAL REPORT Case No. 0820-02 INFOR No. 20ZN1019 Planning Commission Hearing Date: August 19, 2020 Applicant & Legal Description Owner: JAR Development Applicant: Munoz Engineering, LLC. Location Address: 7872 Yorktown Boulevard Legal Description: Being a 24.493 acre tract being described in a deed recorded in Doc No. 2008038737, Deed Records of Nueces County, Texas. Said 24.493 acres also being out of Lots 7 & 10, Section 25, Flour Bluff and Encinal Farm and Garden Tracts, Volume A, Pages 41-43, Map Records of Nueces County, Texas, located along the north side of Yorktown Boulevard, east of Rodd Field Road, and west of Starry Road. Zoning Request From: “FR” Farm Rural District To: “RS-4.5” Single-Family 4.5 District Area : 24.49 acres Purpose of Request: To allow for the construction of a single-family residential subdivision. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site “FR” Farm Rural Vacant Medium Density Residential North “RS-4.5” Single-Family 4.5 Vacant Medium Density Residential South “RS-4.5” Single-Family 4.5 Low Density Residential Medium Density Residential East “RS-4.5” Single-Family 4.5 Vacant Medium Density Residential West “RS-4.5” Single-Family 4.5 and “CN-1” Neighborhood Commercial Vacant and Low Density Residential Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for a Medium Density Residential use. The proposed rezoning to the “RS-4.5” Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 041030 City Council District: 5 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 570 feet of street frontage along Yorktown Boulevard which is designated as a “A3” Primary Arterial Street. According to the Urban Transportation Plan, “A3” Primary Arterial Streets can convey a capacity between 30,000 and 48,000 Average Daily Trips (ADT). Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Yorktown Boulevard “A3” Primary Arterial 130’ ROW 79’ paved 166’ ROW 90’ paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District to allow for the construction of a construction of a single- family residential subdivision. Development Plan: The subject property is 24.49 acres in size. The applicant has not submitted any specific plans concerning the future single-family residential development. Existing Land Uses & Zoning: The subject property is currently zoned “FR” Farm Rural District, consists of vacant property, and has remained since annexation in 1995. To the north and south are single-family homes zoned “RS-4.5” Single-Family 4.5 District. Additionally, to the north is Master Channel 31 (Drainage Ditch). To the east vacant properties zoned “RS-4.5” Single-Family 4.5 District. To the west are recently rezoned properties now zoned “RS-4.5” Single-Family 4.5 District and “CN-1” Neighborhood Commercial District. AICUZ: The subject property is not located in one of the Navy’s Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water: 12-inch C900 line located along Yorktown Boulevard. Wastewater: 12-inch PVC FM line located along Yorktown Boulevard. Gas: 8-inch Service Line located along Yorktown Boulevard. Storm Water: Roadside ditches located along Yorktown Boulevard. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for a Medium Density Residential use. The proposed rezoning to the “RS-4.5” Single-Family 4.5 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). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Encourage convenient access from medium-density residential development to arterial roads. (Future Land Use, Zoning, and Urban Design Policy Statement 3). Department Comments: Staff Report Page 3 • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, and does not have a negative impact upon the adjacent properties. • The subject property is located within 0.38 miles of the intersection of the commercial node of Rodd Field Road and Yorktown Boulevard. This commercial node also connects to the new Del Mar College southside campus. Additionally, the subject property is approximately 2-miles to the east of Bill Witt Park. Planning Commission and Staff Recommendation (August 19, 2020): Approval of the change of zoning from the “FR” Farm Rural District to the “RS-4.5” Single- Family 4.5 District. Public Notification Number of Notices Mailed – 35 within 200-foot notification area 4 outside notification area As of August 14, 2020: In Favor – 0 inside notification area – 0 outside notification area In Opposition – 0 inside notification area – 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) https://corpuschristi.sharepoint.com/sites/DevelopmentServices/DevelopmentSvcs/SHARED/ZONING CASES/2020/0820-02 JAR Development/Council Documents/Report - JAR Development.docx Staff Report Page 4 JAR Development Rezoning for a Property at 7872 Yorktown Boulevard From “FR” To “RS-4.5” Zoning Case #0820-02 N City Council October 13, 2020 2 Aerial Overview 3 Zoning Pattern 4 Approval of the “RS-4.5” Single-Family 4.5 District Planning Commission and Staff Recommendation 5 Public Notification 35 Notices mailed inside 200’ buffer 4 Notices mailed outside 200’ buffer Notification Area Opposed: 0 (0.00%) In Favor: 0 6 UDC Requirements Buffer Yards: RS-4.5 to CN-1: Type B: 10’ & 10-pts Setbacks: Street: 20 feet Side/Rear: 5 feet Parking: 2 per dwelling unit Uses Allowed: Single-Family Homes, Home Occupations, Group Homes 7 Utilities Water: 12-inch C900 Wastewater: 12-inch PVC FM Gas: 8-inch Service Line Storm Water: Roadside ditches DATE: September 11, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, Director, Development Services AlRaymond@cctexas.com (361) 826 - 3575 CAPTION: Ordinance authorizing Wastewater Collection Line Construction Reimbursement Agreement with Grangefield Development, LLC for a planned residential subdivision named Grange Park Unit 3 with c ompletion within 18 months; transferring $140,000 from the Water Arterial Transmission and Grid Main Trust Fund to the Sanitary Sewer Collection Line Trust Fund; and appropriating $160,164.94 from the Sanitary Sewer Collection Line Trust Fund, to reimburse the developer per the agreement. (District 5) SUMMARY: Grangefield Development, LLC is required to install a wastewater collection line to provide sanitary sewer service for a planned residential subdivision named Grange Park Unit 3. A wastewater masterplan amendment establishing the wastewater service area surrounding the planned subdivision was approved by City Council on May 12, 2006. BACKGROUND AND FINDINGS: Grangefield Development, LLC has proposed to develop a planned residential subdivision that will be constructed within City limits and is located on Yorktown Boulevard between Fred’s Folly Drive and Ranch View Drive. The planned subdivision contains 68 single family home sites, is zoned RS-4.5 and CN-1, and is within the Corpus Christi Independent School District. The Developer plans to install a total of 1040 linear feet of wastewater collection line that is part of the Wastewater Master Plan for Oso Sub Basin SPA 30 and is required to provide wastewater service to the proposed subdivision property. When the collection line is completed wastewater service will be available to this subdivision and the surrounding undeveloped properties adjacent to the planned subdivision. Additionally, the extension of this wastewater collection line is consistent with the adopted wastewater master plan in this area. Agreement and appropriating funds for Grangefield Development, LLC for a Wastewater Collection Line Reimbursement Agreement AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for October 13, 2020 Second Reading Ordinance for October 20, 2020 City Council gave direction to staff at the August 13, 2019 meeting to reexamine the trust funds and to provide recommendations on policies that govern the priority, order, reimbursement rate and fees charged by the trust funds. City Council directed staff return within 75 days and present their recommendations. Staff conducted detailed research into the trust funds and briefed Council on their background, history and their current operational status as well as briefed Council on the update to the 2019 Alternative Utility Financing Study which ultimately recommended transitioning from trust funds to impact fees. Staff worked with Contracts and Procurement to issue an RFQ to provide Master Plans for the City’s water, wastewater, stormwater and roadway infrastructure and to provide an Impact Fee Study. Once evaluations and interviews are completed, the RFQ should be placed on the City Council Agenda for consideration in late September or early October 2020. ALTERNATIVES: An alternative to the applicant’s request could be to identify the master planned line extensions as vital infrastructure to be installed as part of a capital improvement project or other means of funding, like the establishment of a public improvement taxing district (PID) or impact fees to fund the installation of master planned utilities infrastructure in this area. This alternative may delay this project in the short term but could establish a viable long-term funding option for the installation of new wastewater utilities infrastructure within the City Limits. FISCAL IMPACT: The total requested reimbursement amount for the reimbursement agreement is $160,164.94 from the Sanitary Sewer Collection Line Trust Fund. The expenditures for this project are a one- time cost and are not associated with any other projects. The Utility Trust Funds receive monthly deposits generated from Lot and Acreage Fees, Pro-rata Fees and Surcharge Fees that are charged during the platting process. Over time the fees collected and deposited will replenish the Trust Funds and enable other developer-initiated water and wastewater infrastructure projects to be reimbursed. Sections 8.5.1.C.4 and 8.5.2.I of the UDC authorizes the redistribution of monies between the four trust funds, after a public hearing, in order to reimburse the developer for projects that exceed the current balance in any single trust fund. FUNDING DETAIL: Fund: 4220 Sanitary Sewer Collection Line Trust Fund Organization/Activity: 21801 Sanitary Sewer Collection Line Trust Mission Element: 777 Project# (CIP Only): N/A Account: 540450 Reimbursement to Developers Fund: 4030 Water Arterial Transmission and Grid Main Trust Fund Organization/Activity: 21805 Water Arterial Transmission and Grid Main Trust Mission Element: 777 Project# (CIP Only): N/A Account: 540450 Reimbursement to Developers RECOMMENDATION: The request is in accordance with 8.5.2. Wastewater Trust Fund and the Wastewater Masterplan. The installation of the public utilities will extend wastewater service to the subdivision property and will make wastewater service available to the surrounding properties. The proposed public utilities will help foster the development of this area of the City. Staff recommends approval of the applicant’s request. LIST OF SUPPORTING DOCUMENTS: Ordinance (with agreement) Presentation Location Map Reimbursement Agreement with Grangefield Development, LLC Reimbursement Agreement October 13, 2020 2 Location Map 3 Project Map Grange Park Unit 3 WW Collection Line 4 Trust Fund Balance Available Combined Trust Funds Balance as of 8/31/20 as reported by Finance is: $ 1,051,899.27 Individual Trust Fund balance break down: Water Arterial Transmission & Grid Main Trust Water Distribution Main Trust Sanitary Sewer Trunk System Trust Sanitary Sewer Collection Line Trust $684,139.70 $44,243.97 $264,394.17 $59,121.43 5 Recommendation Approval The reimbursement agreement is in accordance with UDC Section 8.5.2 Wastewater Trust Fund. The applicant has paid the required processing fee for the reimbursement agreement. 6 Wastewater Master Plan 7 Preliminary Plat AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of October 13, 2020 Second Reading Ordinance for the City Council Meeting of October 20, 2020 DATE: September 11, 2020 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 361-886-2603 CAPTION: Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY 2021 Click It or Ticket Program for the Corpus Christi Police Department in an amount of $15,000.00 with a City cash match of $4,266.85 for overtime and fringe benefits with funding available from the General Fund; and appropriating $15,000.00 in the Police Grants Fund. SUMMARY: This ordinance authorizes the acceptance of a grant and appropriation of funds from the State of Texas, Department of Transportation to be used for overtime for sworn officers. The City must apply for these funds each year. BACKGROUND AND FINDINGS: The Corpus Christi Police Department (CCPD) has been awarded funding from the State of Texas, Department of Transportation (TXDOT) for the Click It or Ticket (CIOT) program. The CIOT grant funds allow CCPD to conduct overtime occupant protection (seat belts and child safety seats) enforcement efforts during the Thanksgiving holiday, from November 13, 2020 – December 2, 2020. The Thanksgiving holiday is the statewide TXDOT CIOT campaign period for 2020. The program is to increase seat belt and child safety seat use in all passenger vehicles and trucks by conducting an intense occupant protection enforcement and public information and education effort during the Thanksgiving holiday. Officers will work on an overtime basis enforcing occupant protection laws across the City. The goal of the grant is to increase safety belt use among drivers and front seat passengers as well as reduce the number of crashes where seat belts and child safety seats were not being used. The State provides $15,000.00 for overtime and the City provides a cash match of $4,266.85 for fringe benefits. Accepting and Appropriating the FY2021 Click It or Ticket Grant Award for the Police Department The City of Corpus Christi has received CIOT grants since 2002. The previous CIOT grant was awarded for the 2019 Memorial Day holiday. The City received funding in amount of $17,987.36 and CCPD issued 353 citations for seat belts, child safety seats, and distracted driving violations. ALTERNATIVES: If the grant is not accepted, the Police Department will have less funding available for enforcement of occupant protection. FISCAL IMPACT: The fiscal impact for FY 2021 is accepting and appropriating an amount of $15,000.00 to the Police Grants Fund. Additionally, the City will provide a cash match of $4,266.85 for sworn officers’ benefits on overtime with funding available from the General Fund. Funding Detail: Fund: 1020 General Fund Organization/Activity: Uniform Division 11740 Project # (CIP Only): Account: 511000 RECOMMENDATION: Staff recommends accepting and appropriating the item. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award document Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY2021 Click It or Ticket program for the Police Department in an amount of $15,000.00 with a City Cash match of $4,266.85 for overtime and fringe benefits with funding available from the General Fund; and appropriating $15,000 in the Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Department of Transportation for the FY2021 Click It or Ticket program for the Police Department in an amount of $15,000.00 with a City Cash match of $4,266.85 for overtime and fringe benefits with funding available from the General Fund. SECTION 2. That $15,000 from the State of Texas, Department of Transportation is appropriated in the No. 1061 Police Grants Fund for the FY2021 Click it or Ticket Program. 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 L. Huerta Joe McComb City Secretary Mayor DATE: October 13, 2020 TO: Peter Zanoni, City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1919 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Ordinance authorizing a three-year service agreement for wrecker services for City- owned heavy vehicles and equipment with, DRR & RS Inc., dba Apollo Towing Service, which is determined to be the lowest responsible bidder, for an amount not to exceed $165,000.00, to be used for towing services, effective upon issuance of notice to proceed, with funding available in the FY 2021 Fleet Maintenance Fund. SUMMARY: This service agreement will provide towing services of City heavy vehicles and equipment to the City Garage or to other facilities as directed by authorized City personnel . BACKGROUND AND FINDINGS: The City of Corpus Christi currently has an operational requirement to tow heavy vehicles and equipment above 19,000 pounds, GVWR. This consists of such vehicles as, refuse trucks, dump trucks, ambulances, fire engines, and self -propelled construction equipment. These vehicles are in excess of 19,000 pounds. Occasionally, vehicles will break down on the road requiring wrecker and towing services b oth inside and outside the Corpus Christi City limits. Expertise and specialized equipment are required for the towing of City- owned heavy equipment such as dump trucks, garbage trucks and vacuum truck. The towing company will be towing City vehicles and equipment to and from the City Garage or to the facilities or locations as directed by authorized City maintenance personnel. Wrecker Services for City-Owned Heavy Vehicles and Equipment Above 19,000 Pounds AGENDA MEMORANDUM First Reading for the City Council Meeting of October 13, 2020 Second Reading for the City Council Meeting of October 20, 2020 The Contracts and Procurement Department conducted a competitive Request for Bid process to obtain bids for a new contract. The City received three bids. The lowest bidder was deemed non-responsible as they did not have the equipment required to provide the services, therefore staff is recommending the award to DRR & RS Inc. dba Apollo Towing Service as the lowest responsive responsible bidder. DRR & RS Inc. dba Apollo Towing Service is also the vendor currently under contract for these services. ALTERNATIVES: If not approved the towing requirement would be awarded to individual vendors on a piecemeal basis whereas a vendor would be selected to accomplish towing one piece of equipment at a time. We anticipate this procedure would be considerably more expensive to the City in that advantages and price savings associated with competitive bidding would not apply. FISCAL IMPACT: The fiscal impact for the Fleet Maintenance Department in FY 2021 will be $55,000 for wrecker services, with the remaining cost funded in future years through the annual budget process. FUNDING DETAIL: Fund: 5110 Fleet Maintenance Fund Organization/Activity: 40170 Fleet Operations Mission Element: 202 Maintain the Fleet Project # (CIP Only): N/A Account: 530100 Vehicle Repairs RECOMMENDATION: Staff recommends approval of this ordinance authorizing the service agreement for wrecker/towing services with DRR & RS Inc. dba Apollo Towing Service as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Bid Tabulation Service Agreement Page 1 of 2 Ordinance authorizing a three-year service agreement for wrecker services for City- owned heavy vehicles and equipment with, DRR & RS Inc., dba Apollo Towing Service, which is determined to be the lowest responsible bidder, for an amount not to exceed $165,000.00, to be used for towing services, effective upon issuance of notice to proceed, with funding available in the FY 2021 Fleet Maintenance Fund. WHEREAS, the City solicited bids through Request for Bids No. 3070 (“RFB 3070”) for a three-year service agreement for towing services of City-owned vehicles and equipment; and WHEREAS, City staff inspected the wreckers of the apparent low bidder, CC Wrecker, LLC, and determined that the company did not have a Category 4 wrecker that met all of the requirements of Section 4.2(M) of RFB 3070; and WHEREAS, the apparent low bidder, CC Wrecker, LLC, only has one heavy-duty wrecker permitted by the Texas Department of Licensing and Regulation, which does not comply with the requirement in Section 4.2(M) of RFB 3070 to have no less than two wreckers permitted by the Texas Department of Licensing and Regulation that are capable of towing heavy equipment; and WHEREAS, the apparent low bidder on RFB 3070, CC Wrecker, LLC, failed to mee t the minimum requirements of the bid in that the company did not have the required equipment to tow the City’s heavy vehicles and equipment; and WHEREAS, the bid submitted by the apparent low bidder, CC Wrecker, LLC, is not responsive in that it failed to meet the minimum requirements of the bid; and WHEREAS, CC Wrecker, LLC, is not a responsible bidder in that it cannot reliably provide the requested services as it does not have the required equipment to tow the City’s heavy vehicles and equipment. Now , therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. SECTION 2. The apparent low bid submitted by CC Wrecker LLC is not responsible. The City Council declares that the lowest responsible bid was submitted by DRR & RS Inc., dba Apollo Towing Service. SECTION 3. The City Manager or designee is authorized to execute a three-year service agreement for wrecker services for City-owned heavy vehicles and equipment with DRR & RS Inc., dba Apollo Towing Service of Corpus Christi, Texas, as the lowest responsible bidder, for an amount not to exceed $165,000.00. Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor ITEM Description Unit Qty Unit Price Total Price Unit Price Total Price Unit Price Total Price Category 3 - 19,001- 34,000 GVWR 1 Zone 1 Tow EA 450 230.00$ 103,500.00$ 250.00$ 112,500.00$ 2 Zone 2 Toe EA 300 230.00$ 69,000.00$ 250.00$ 75,000.00$ -$ 3 Zone 3 Tow EA 300 230.00$ 69,000.00$ 220.00$ 66,000.00$ -$ 4 Mud Pulls EA 240 -$ -$ 200.00$ 48,000.00$ -$ Category 4 - 34,001 + GVWR 6 Zone 1 Tow EA 300 395.00$ 118,500.00$ 285.00$ 85,500.00$ -$ 5 Zone 2 Toe EA 300 395.00$ 118,500.00$ 285.00$ 85,500.00$ -$ 7 Zone 3 Tow EA 300 395.00$ 118,500.00$ 225.00$ 67,500.00$ -$ 8 Mud Pulls EA 240 -$ -$ 275.00$ 66,000.00$ -$ Jump Start 9 Zone 1 Tow EA 120 -$ -$ -$ -$ -$ 10 Zone 2 Toe EA 315 -$ -$ -$ -$ -$ 11 Zone 3 Tow EA 15 -$ -$ -$ -$ -$ Dolly Use 12 Zone 1 Tow EA 30 -$ -$ -$ -$ -$ -$ 13 Zone 2 Toe EA 15 -$ -$ -$ -$ -$ -$ 14 Zone 3 Tow EA 6 -$ -$ -$ -$ -$ -$ 15 Extra Mileage EA 2000 -$ -$ -$ -$ -$ Total 597,000.00$ 606,000.00$ -$ *CC Wrecker did not meet specs, their equipment is not able to handle our large and heavy vehicles and equipment. *CC Wrecker Service, LLC Corpus Christi, Texas Morgan Towing Inc - DBA Texas Wrecker Service Corpus Christi, Texas DRR&RS Inc. - DBA Apollo Towing Service Corpus Christi, Texas City of Corpus Christi Contracts and Procurement Department Senior Buyer : Cynthia Perez This bid was used to determine the lowest bidder and is not reflective of the contract value which is based on the budgeted need. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3070 Wrecker Services for City Owned Vehicles and Equipment THIS Wrecker Services for City Owned Vehicles and Equipment Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and DRR & RS Inc., dba Apollo Towing Service (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Wrecker Services for City Owned Vehicles and Equipment in response to Request for Bid/Proposal No. 3070 (“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 Wrecker Services for City Owned Vehicles and Equipment (“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-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $165,000.00, 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. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4.Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Erlinda Klubertanz Department: Fleet Maintenance Phone: (361) 826-1903 Email: Erlinda@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 DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7.Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not 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. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator 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: Erlinda Klubertanz Title: Operations Manager Address: 5352 Ayers, Corpus Christi, Texas 78415 Phone: (361) 826-1903 Fax: (361) 826-4394 IF TO CONTRACTOR: DRR & RS Inc. - dba Apollo Towing Service Attn: Michael L. Staff DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 Title: Vice-President Address: 6318 Harwick, Corpus Christi, Texas 78417 Phone:(361) 853-0003 Fax:(361) 854-0387 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. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 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. 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 DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 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. CONTRACTOR Signature: Printed Name: Title: Date: 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 1: RFB/RFP No. 3070 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Vice President 9/28/2020 Michael L. Staff Revised 02.21.20 Attachment A- Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide wrecker services for City vehicles and equipment as outlined in this Scope of Work. 1.2 Scope of Work A. The Contractor shall tow City vehicles and equipment to and from City Garage or to other facilities or locations as directed by authorized City personnel. B. The Contractor shall extract vehicles or equipment from ditches, mud, or other inaccessible areas. Equipment such as rotators are required to ensure damage free recovery from the most challenging conditions, efficiently and reliably. C. The Contractor shall perform tasks necessary to tow or deliver a vehicle. 1.Disconnect drive shaft, when being towed on drive wheels, or 2.Remove axles, when being towed on drive wheels, or 3.Use dolly when necessary or when (1) or (2) above cannot be completed. 4.Release air brakes for vehicles equipped with air brakes as necessary. 5.Secure drive shafting or muffler, etc., as necessary. 6.Attach magnetic lights (i.e. stop, tail and turn) at rear of vehicle being towed. 7.Large vehicles such as refuse trucks, vacuum trucks and fire trucks shall be towed from the front axle only. Front mounted PTOs will be protected on this type of vehicles. There shall be no bumper pulls. D. The Contractor shall provide all necessary equipment, attachments, or tools to perform services. E. The Contractor shall jump start vehicles and equipment. F. Towing and wrecker services will be required both inside and outside the Corpus Christi city limits. G. Wrecker and towing services shall be available 24 hours per day, several days per week to include holidays. H. The City shall have the right to use other wrecker companies listed on the Police Department’s rotation schedule. The determination to use other wreck DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Revised 02.21.20 companies for emergency equipment shall remain at the sole discretion of the City. I. No cancellation fee will be allowed for cancellations either before or after equipment has been dispatched. J. Wreckers will be equipped with two-way radios. This is to provide information to the City Garage or Police Department through the Contractor’s dispatcher concerning tow cancellations or problems encountered at tow site. K. The Contractor must comply with all local, state and federal laws and regulations pertaining to towing of vehicles. L. The awarded Contractor will be prepared to fully perform the duties and responsibilities of the contract immediately upon commencement of the contract; i.e. Contractor must have on hand and operational all required equipment necessary to perform the requirements of this contract at the beginning of the contract. M. The contractor must have no less than two wreckers permitted by the Texas Department of Licensing and Regulation to conduct Group 2, Category 3 and 4 tows. For Category 3, wreckers will have a manufacturers GVWR of not less than 53,000 lbs. and wrecker must be equipped with two hydraulic 25,000 lb. winches, minimum of 5/8 wire rope size and 200 ft. of wire rope length. Winch, under lift and boom must be factory rated. A hydraulic under lift is mandatory and shall be of three – stage design with a factory rated capacity of not less than 35,000 pounds extended to 46 inches. For Category 4, wreckers must have a manufacturers GVWR of not less than 68,000 lbs., 14,600 lbs. minimum front axle weight rating and 46,000 lbs. minimum rear axle weight rating. Wrecker must be equipped with two 35,000 lb. capacity winches, minimum ¾ inch wire rope size, and minimum 200 ft. wire rope length. The wrecker will have a 2-stage boom, 70,000 lb. minimum lifting capacity retracted and an 18,000 lb. minimum lifting capacity with boom fully extended. Boom must reach to 120 inches fully extended. The tow truck will have an under lift, 55,000 lb. retracted and 16,000 lb. minimum lifting capacity extended to 144 inches. All Category 4 tows, the towed vehicles will have air attached to operate the spring and service brakes while being towed, where air brake system is operable. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Revised 02.21.20 1.3 Categories A. Categories shall consist of category 3 and 4 vehicles. The Contractor must be capable of performing all tasks spelled out or implied by the below specifications for each category of vehicles. 1.Category 3 shall include but not limited to 20-yard garbage trucks, dump trucks, brush trucks, flatbed trucks, and other vehicles within a range from 19,001 GVWR to 34,000 GVWR. 2.Category 4 shall include but not limited to tandem axle 25-yard garbage trucks, dump trucks, self-propelled construction equipment, excavators, vactor trucks, and all vehicles over 34,001 GVWR. Various types of fire trucks and ambulances, approximate weight of some vehicles is 82,000 pounds. Should a conflict occur concerning category of vehicle, the vehicles GVWR rating will be the deciding factor. Extra charges for loaded vehicles will not be permitted. 1.4 Work Zone/Response Time A. Work Zones will be circular in nature and will have the center located at the City Garage, City Service Center, at 5352 Ayers. Distances used to describe the zones shall be a radius originating at the City Garage. (See Exhibit A) Zone 1 – Shall be in a six-mile radius from the City Garage and will include the Convention Center, City Transit, Police Department, Municipal Airport, Cuddihy Airfield, Bill Witt Park, and the south portion of the Port of Corpus Christi. Zone 2 – Shall be from the outside perimeter of Zone 1 and have an outside radius measured from the City Garage of 10.5 miles or an increased radius of 4.5 miles and will include all of Flour Bluff with the Naval Air Station and as far south as Whiteley Street. Zone 3 – Shall be from the outside perimeter of Zone 2 and shall include all of Padre Island bounded on the north by Mustang Island State Park and on the south by the Nueces/Kleberg County lines and will include the remainder of the City that is in the Corpus Christi city limits to include the Calallen area. 1.Outside of Zone 3 Extra Mileage Charges: The City will allow extra mileage charges for tows that originate outside Zone 3.This extra mileage charge shall apply to extra mileage charges necessitated by deviation of route to sanitary landfill or other location prior to delivery to City Garage or change of destination of the tow. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Revised 02.21.20 2.Estimated activity by zone and category is furnished for contractor’s information. Estimates of activity are based on actual number of calls by category and zone for a 12-month period. B. Response Time: The Contractor will be required to respond to City calls (Police and Fire Department dispatchers and the City Garage) within a reasonable time. Reasonable time is generally determined to be 30 minutes in Zone 1, 40 minutes in Zone 2, and 60 minutes in Zone 3. In the event the Contractor does not respond in reasonable time, the City shall reserve the right to arrange for services from another wrecker company and charge back the difference to the Contractor. However, the City’s right to use other wrecker companies for emergency equipment shall take precedence over the normal response time requirement. Conditions and situations which require the City to use other wrecker companies for emergency equipment, in lieu of the normal response time, will not be charged back to the Contractor. Frequent unreasonable delays causing excessive downtime for City equipment, shall be a cause for contract termination. 1.5 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.6 Administrative Requirements A. All bills, tickets, or invoices shall be professionally printed on prepared forms and contain the company’s name and a sequential invoice numbering system. B. The following information will be required on each of the invoice/bills prior to submission for processing and payment. 1.City unit number 2.License plate number 3.Date of tow/service 4.Name and signature of police officer or City employee 5.City Garage’s purchase order number. Purchase order number will be secured from City Garage after completion of tow. For tows after working hours, holidays, or weekends, purchase orders will be secured the next working day. 6.Will state basis of billings, i.e. Zone 1, Category 1, etc., (See Paragraph 4 for zone and category designation. 7.Pickup and delivery point – explanation of added charges. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Revised 02.21.20 C. Invoicing billing procedures: Payment of invoices is 30 days from invoice date. Invoices will be prepared and delivered to the City Garage at time of service. In cases where service was performed on a holiday or after hours, the invoice/bill will be delivered the following working day. D. Vehicles delivered after working hours or holidays 1.Will be parked at the City Garage in designated parking slots. In no case will vehicles be left in driveways. 2.Vehicle will be locked, and windows rolled up. 3.Vehicle’s key will be placed in the slot provided in the front door of the City Garage marked, “Wrecker Keys”. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Attachment B- Bid/Pricing ScheduleDocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 This bid was used to determine the lowest bidder and is not reflective of the contract value which is based on the budgeted need. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Attachment C- Insurance Requirements I. CONTRACTOR’S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City’s Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’ COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 Cargo/On Hook Towing Coverage $1,000,000 DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers’ compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers’ compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers’ Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor’s performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2020 Insurance Requirements Ins. Req. Exhibit General Wrecker Services Contractors 04/13/2020 Risk Management – Legal Dept. Revised 6/29/2020 DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Attachment C – Bond Requirements No bond requirements necessary for this service agreement; Section 5.Insurance; Bonds Subsection (B) is null for this service agreement. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 Attachment D - Warranty Requirements Warranty is not required for this service agreement; therefore, Section 8 -Warranty, subsection 8 (A) and 8 (B) is null and void. DocuSign Envelope ID: D27238D9-ED29-4FB8-9BC7-3BC0E2019609 DATE: September 9, 2020 TO: Peter Zanoni, City Manager FROM: Gabriel Hinojosa, Assistant Director Public Works Gabrielh@cctexas.com (361) 826-1877 Dan McGinn, AICP, Director of Planning and Environmental Services DanielMc@cctexas.com (361)826-7011 CAPTION: Ordinance amending the Wastewater Collection System Master Plan for the Greenwood Wastewater Treatment Plant, Service Area 5, to phase construction of an 8" force main from a proposed West Point Lift Station; and amending the Comprehensive Plan. SUMMARY: The proposed amendment to the wastewater master plan as requested by landowner Peterson Properties, Ltd. will provide wastewater service for a planned commercial subdivision named Westpoint Crossing Unit 2, Block 2, Lot 1 . by allowing the West Point Lift Station to utilize the 6" force main that is currently in operation and phase the construction of an 8” force main that the master plan requires. Staff and Planning Commission at their August 19, 2020 meeting recommend approval. BACKGROUND AND FINDINGS: Peterson Properties, Ltd ultimately plans to install a lift station, 75 linear feet of 8-inch force main line, and 110 linear feet of 10-inch collection line in order to provide wastewater service to a planned commercial subdivision that will be constructed within the City limits along Westpoint Road and Highway 358. The planned subdivision property encompasses approximately 6.91 acres with a proposed VA medical clinic to be constructed on the property. The proposed lift station will extend wastewater service to approximately 483.3 acres of property in the surrounding area in accordance with the wastewater master plan and is located within the Greenwood Wastewater Service Area 5. However, in the interim, this amendment will phase the construction of the 75 linear feet of 8-inch Wastewater Collection System Master Plan Amendment for the Greenwood Wastewater Treatment Plant, Service Area 5 AGENDA MEMORANDUM Public Hearing/First Reading Ordinance for October 13, 2020 Second Reading Ordinance for October 20, 2020 force main line and allow utilization of the 6-inch force main line that is currently in operation. The 8 inch force main line will be constructed when the area is fully developed. A previous Wastewater Collection System Master Plan Amendment (Exhibit A) shows a planned FM 665 and West Point Lift Station with their own respective 6” and 8” force mains. Service areas are defined for the two lift stations to determine when construction of the infrastructure is triggered. The FM 665 Lift Station and 6” force main has been constructed and are in operation. The developer is proposing an amendment to the adopted Master Plan be considered which will allow the West Point Lift Station to utilize the 6” force main that is currently in operation. This option would delay the construction of the 8” force main that would ultimately be required once the area is fully developed. This change will now assign the responsibility of constructing the 8” force main to a development in either the FM665 or West Point service area whereas before the 8” force main construction was solely the responsibility of the West Point service area. This would require an update to the Master Plan to show this phasing (Exhibit B). A detailed analysis of the capacity of the systems are provided on the attached design memorandum for the requested amendment. ALTERNATIVES: No other alternatives were considered. FISCAL IMPACT: The proposed amendment will reduce the amount of funds taken out of the trust fund during this phase of the project Funding Detail: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff and Planning Commission at their August 19, 2020 meeting recommended approval of the Master Plan Amendment. LIST OF SUPPORTING DOCUMENTS: Ordinance (with exhibit) West Point Crossing – Sanitary Sewer Lift Station Design Memorandum Exhibit A: Previous Wastewater Collection System Master Plan Amendment for Service Area 5 of the Greenwood Wastewater Master Plan Exhibit B: Wastewater Collection System Master Plan for Service Area 5 of the Greenwood Wastewater Master Plan – Phased Construction of 8” Force Main from West Point Lift Station Presentation Ordinance amending the Wastewater Collection System Master Plan for the Greenwood Wastewater Treatment Plant, Service Area 5, to phase construction of an 8" force main from a proposed West Point Lift Station; and amending the Comprehensive Plan. WHEREAS, a developer is proposing an amendment to the Master Plan to be considered which will allow the West Point Lift Station to utilize the 6 " force main that is currently in operation; WHEREAS, the Planning Commission has forwarded to the City Council its recommendation concerning the amendments to the Wastewater Collection System Master Plan for the Greenwood Master Plan, Service Area 5, an element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, with proper notice to the public, public hearings were held by the Planning Commission, and the City Council, during which all interested persons were allowed to be heard; and WHEREAS, the City Council has determined that these amendments would best serve public health, necessity, and convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCI L OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Wastewater Collection System Master Plan for the Greenwood Wastewater Treatment Plant, Service Area 5, an element of the Comprehensive Plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended to phase construction of an 8" force main from a proposed West Point Lift Station as shown in Exhibit "A," attached to this ordinance and incorporated by reference. SECTION 2. That to the extent that the amendments made by this Ordinance represent a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendments made by this Ordinance. SECTION 3. That the Comprehensive Plan of the City of Corpus Christi, Texas, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remains in full force and effect. SECTION 4. That this ordinance expressly repeals any ordinance or part of any ordinance in conflict with this ordinance. 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. SECTION 6. This ordinance is effective upon passage. 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 Exhibit A i TABLE OF CONTENTS EXECUTIVE SUMMARY SECTION I INTRODUCTION SECTION II PROPOSED IMPROVEMENTS A. GRAVITY SANITARY SEWER B. LIFT STATION C. FORCE MAIN SECTION III GRAVITY PIPE AND FORCE MAIN ALIGNMENT A. LOCATIONS AND ALIGMENT FOR PROPOSED SEWER LINES B. CROSSINGS SECTION IV LIFT STATION DESIGN CRITERIA A. SERVICE AREA AND SITE SELECTION B. DESIGN FLOW C. LIFT STATION DESIGN D. STORAGE CAPACITY SECTION V BASIS OF DESIGN A. PROPOSED WEST POINT LIFT STATION INTERIM FLOWS B. PROPOSED WEST POINT LIFT STATION FUTURE FLOWS C. EXISTING FM 665 LIFT STATION SECTION VI WORK PLAN SECTION VII CONSTRUCTION REQUIREMENTS EXHIBITS: A Master Plan Map ES-1 EXECUTIVE SUMMARY The following is the Executive Summary for the plan submission for the West Point Crossing Sanitary Sewer Improvements. This project involves the installation of one sanitary sewer duplex lift station, gravity sanitary sewer, and 10” force main. There is a proposed development located at the west corner of West Point Road and North Padre Island Drive intersection. Currently there is no gravity sanitary sewer in this area. There is a 6” diameter sanitary sewer force main adjacent to the proposed development. The 6” force main was installed in 2016 and runs between the existing FM 665 Lift Station on Old Brownsville Road and a gravity sanitary sewer manhole located near the intersection Bush Street and Hendricks Street. As part of the proposed improvements, the proposed West Point Lift Station will intercept the existing 6” force main. A short gap will be cut into the existing 6” force main at the proposed lift station site. At the upstream end of the force main gap, a new 5’ diameter site manhole will be installed to direct the existing 6” force main flow to the proposed West Point Lift Station. The proposed West Point Lift Station discharge piping will connect to the downstream end of the 6” force main gap. The existing 6” force main runs between the existing FM 665 Lift Station on Old Brownsville Road (FM 665) and a discharge point at a manhole at the intersection of Hendricks Street and Bush Street, please see attached Master Plan exhibit. The proposed West Point Lift Station will be installed at a location on West Point Road approximately 750 feet to the west of the South Padre Island Drive and West Point Road Intersection. The proposed West Point Lift Station will pump in series with the existing FM 665 Lift Station. The proposed West Point Lift Station will have an interim phase and a future phase. The design flow for the interim phase is approximately one half of the future flow. The design flow for the interim phase is 674 gpm and the design flow for the future phase is 1,348 gpm. The interim flow of 674 gpm will maximize the use of the existing 6” force main. Any flow greater than 674 gpm will produce too high of velocities. The proposed lift station will have a 10” diameter discharge header piping and will pump into the existing 6” diameter force main. Before the West Point Lift Station is upgraded with the future pumps, the future 8” diameter force main will need to be constructed. The future 8” force main will be installed in a 10 foot wide utility easement along West Point ES-2 Road, North Padre Island Drive, and Bush Street and will parallel the alignment of the existing 6” force main that is currently in service. Design of the force main will follow criteria established by TCEQ in TAC 30 Chapter 217. Material for the force main line will be PVC (Green, C-900, DR 25, pressure class 165 psi). Pipe embedment and trench backfill will conform to applicable City of Corpus Christi standards. The lift station structure and discharge piping will be built for the future flow. The proposed West Point Lift Station will be a duplex and have a 10’ diameter x 25’ deep fiberglass wet well. Future development in this area will dictate when the lift station will need to be upgraded to be able to handle the future flow. Please see Exhibit A for the proposed services areas. Design of the proposed lift station will follow criteria established by TCEQ in TAC 30 Chapter 217 and will conform to the City of Corpus Christi standards for lift station construction. A basis of design including size, capacity and pumps is included in Section IV of this Design Memorandum. The proposed project would include approximately 50 linear feet of 8” diameter gravity sanitary sewer to be built at master plan depths (Un-adopted City of Corpus Christi Wastewater Collection Master Plan, Greenwood WWTP Service Area, Area 5). The proposed gravity sanitary sewer will start with an upstream point near the proposed development near the West Point Road and South Padre Island Drive intersection and will extend from that point west where it will tie into the proposed West Point Lift Station. I-1 Section I - INTRODUCTION A. PURPOSE The purpose of this project is to construct sanitary sewer infrastructure improvements for a proposed development. The proposed sanitary sewer infrastructure includes gravity sanitary sewer line, a lift station, and a future 8” force main. There is a proposed development for a tract of land at the west corner of the South Padre Island Drive and West Point Road intersection. Currently there are no gravity sanitary sewer lines in this area. There are existing gravity lines on the north side of South Padre Island Drive, but there are no existing gravity sanitary sewer infrastructure on the south side of South Padre Island Drive in this area. There is an existing 6” diameter sanitary sewer force main on the north side of West Point Road. There currently is an unadopted wastewater collection plan for this area. As part of the collection plan there is a proposed lift station and force main. As part of the proposed improvements, a segment of the permanent gravity sanitary sewer will be constructed. The downstream end of the proposed segment will discharge into the proposed sanitary sewer lift station. The proposed improvements as part of this project will provide sanitary sewer service to not only the proposed development at the South Padre Island Drive and West Point Road intersection but will also serve future developments along West Point Road and South Padre Island within the service area of the new lift station (see attached Exhibit A for service area boundary map). II-1 Section II - PROPOSED IMPROVEMENTS A. GRAVITY SANITARY SEWER 1. 10” and 8” diameter PVC All proposed PVC gravity lines will be installed at master plan depths. 2. Manholes Manholes for this project will be spaced at a maximum of 500’ apart per TCEQ Chapter 217 requirements. The upstream manholes less than 14’ deep will be 4’ diameter. The downstream manholes 14’ and deeper will be 5’ in diameter. Manhole wall thickness and construction will conform to City of Corpus Standard Details and Specifications. B. LIFT STATION 1. Pumps and Accessories The proposed lift station is a duplex lift station, two pumps will be installed, with one pump handling the design flow and the other pump acting as a backup pump. The lift station will initially have 60 horsepower interim pumps. When flows increase and the interim pumps near capacity, there are two options. The interim pump and the future pump use the same motor and volute but have different impellers. The volute is the lower portion of the pump that covers the impeller. The impeller is the internal rotating part of the pump that forces the waste water into the discharge piping. The first option is, if the overall condition of the pump is good, only the impeller would need to be replaced. The second option is, if the overall condition of the pump is poor and is need of replacement, the entire pump would be replaced and new pumps with the higher capacity impeller would need to be installed. 2. Wet Well The proposed wet well will be 10’ in diameter and approximately 25’ deep and will be made of fiberglass. II-2 3. Lift Station Discharge Piping and Valves (above ground) For ease of maintenance, the proposed lift station valves will be installed above ground. All above ground discharge piping will be constructed with ductile iron pipe, fittings, and valves. 4. Wet Well Ventilation The proposed lift station will have passive ventilation per TCEQ Chapter 217 Regulations. The passive ventilation will consist of a 6” PVC pipe with a stainless steel bird screen. 5. Flow Meter The proposed lift station will include a flow meter to measure flow through the discharge piping. The flow meter will be installed in a fiberglass manhole adjacent to the lift station wet well downstream of the above ground discharge piping. 6. Odor Control Due the semi-rural location of the proposed lift station, no odor control systems will be installed at the lift station site. 7. Miscellaneous Site Improvements The proposed lift station will have a 6’ tall wood picket fence with three strands of barbed wire. There will be a 3’ wide personnel gate and a 12’ wide main gate to allow for vehicular entry. The lift station will include a 12’ wide concrete driveway that will be installed between the West Point Road edge of pavement and the top slab of the lift station wet well. C. FORCE MAIN 1. Force Main Piping The future 8” diameter sanitary sewer force main will be constructed of PVC (green, C-900, DR 25, pressure class 165 psi). The proposed force main will be installed with a minimum of 2’-6” of ground cover. 2. Line Valves Live valves for isolation of the force main will be installed at maximum 2,000’ intervals. III-1 Section III - GRAVITY PIPE AND FORCE MAIN ALIGNMENT A topographic survey will be performed to identify existing conditions, utilities and other possible obstructions. A. LOCATIONS AND ALIGNMENT FOR PROPOSED SEWER LINES The proposed gravity sewer line and the future 8” force main will be installed in utility easements outside of the existing street right of ways. The proposed gravity sanitary sewer will be installed within a 20’ proposed utility easement outside of the West Point Road right of way. The future 8” force main will be installed within an existing 10’ wide utility easement outside of the right of ways of West Point Road, North Padre Island Drive, and Bush Street. A segment of the future 8” force main will cross the West Point Road right of way (near South Padre Island Drive) in order to switch sides of the street. Also, approximately 115’ feet of the future 8” force main will be installed in the Bush Street/Hendricks Street right of way in order to tie to an existing manhole on the existing gravity sewer system near the Bush Street and Hendricks Street intersection. B. CROSSINGS The future 8” force main will cross existing City gas lines. 1. Utilities a. Electrical: There are overhead electrical lines at various locations along the proposed force main route. To the best of our knowledge, all electrical lines are above ground and will not interfere with the installation of the proposed force main. b. Telephone and Fiberoptics: It does not appear that there will be any crossing of telephone or fiberoptic lines. c. Water: A preliminary investigation indicates that there will not be any crossing of existing water lines. III-2 d. Sewer (Wastewater): A preliminary investigation indicates that there will not be any crossing of existing sewer lines. e. Gas Utility: A preliminary investigation indicates that there will one crossing of an existing City gas line. f. Petroleum and Other Petrochemical Lines: A preliminary investigation indicates that there will not be any crossing of existing petroleum or petrochemical lines. IV-1 Section IV – LIFT STATION DESIGN CRITERIA A. SERVICE AREA AND SITE SELECTION The proposed West Point Lift Station is designed to serve approximately 483.3 acres of land with various uses and build out rates that include low density residential, light industrial, and commercial development. See Exhibit A for a map of the area that the proposed West Point Lift Station will serve. As shown in Exhibit A, the existing FM 665 Lift Station will pump to the proposed West Point Lift Station. The proposed West Point Lift Station will be located approximately 750 feet to the west of the West Point Road and South Padre Island Drive intersection on the north side of West Point Road. The lift station will be located in an easement outside of the street right of way. B. DESIGN FLOW The design flow for the proposed temporary lift station was calculated by determining the land use for the various parcels of land within the lift station service area per the Waste Water Collection System Master Plan, applying the master plan flow rate per land use type and then totaling the flows. A peaking factor of 4 was used and 400 gallons/day/acre was used for infiltration. C. LIFT STATION DESIGN The lift station will be designed using the criteria set forth in Chapter 217 of TAC 30. The primary design consideration for lift stations is given to wet well volumes. The wet well will be constructed of fiberglass and will be 10’ diameter by approximately 25’ deep. The wet well volume required was calculated using the following formula: V = (T * Q) / (4 * 7.48) where T is the pump cycle time in minutes and Q is the peak flow in gallons per minute. This formula is used to calculate wet well volumes when the pump capacity is equal to the peak flow. Using a pump cycle time of 10 minutes (or 6 IV-2 pump starts per hour) and a peak flow of 1,348 gpm, the wet well volume required is 450.53 cubic feet (or 5.74 vertical feet inside of the 10 foot diameter wet well). The lift station will be designed using Flygt (Xylem) submersible centrifugal pumps. The pump motors would be 3-phase, 460V, 60 Hz. The future force main will be 8” diameter green PVC, DR-25, pressure class 165 psi, and will be approximately 2,900 feet in length. D. STORAGE CAPACITY According to TAC 30 Chapter 217, storage capacity must be provided for 20 minutes of peak flow in the event of a power outage to prevent the release of untreated wastewater. This storage can be provided in the wet well volume and influent gravity line collection system. V-1 Section V - BASIS OF DESIGN The proposed West Point Lift Station is designed for an interim phase and a future phase. The interim phase lift station will handle flows contributed from the existing FM 665 Lift Station, the proposed development at the corner of West Point Road and South Padre Island Drive, and other developments. After completing a computer model of the wastewater pressure system, the interim pumps, with one pump running, will be able to provide a flow of 674 gpm. The interim pumps would be 60 horsepower submersible pumps. The interim pumps would serve the area until future flows increase and require the pumping capacity of the lift station to be increased. When the pumping capacity needs to be increased, first, the proposed 8” sanitary sewer force main would have to be constructed. Second, the interim pumps would have to be upgraded. As previously stated, the interim pump and future pump use the same motor and volute but have different impellers. The impeller is the internal rotating part of the pump that forces the waste water into the discharge piping. At the time of increasing the pump capacity from interim to future, there are two options. The first option is, if the overall condition of the pump is good, only the impeller would need to be replaced. The second option is, if the overall condition of the pump is poor and is need of replacement, the entire pump would be replaced and new pumps with the higher capacity impeller would need to be installed. After completing a computer model of the wastewater pressure system, the future pumps, with one pump running, will be able to provide a total flow of 1,348 gpm. The future pumps would be 60 horsepower submersible pumps. A. PROPOSED WEST POINT LIFT STATION - INTERIM FLOWS Total Interim Flow = 674 gpm Pumping Condition = 129 feet total dynamic head Pump = 60 horsepower B. PROPOSED WEST POINT LIFT STATION – FUTURE FLOWS Total Peak Future Flow = 1,348 gpm Pumping Condition = 66 feet total dynamic head Pump = 60 horsepower C. EXISTING FM 665 LIFT STATION The existing FM 665 Lift Station was built in 2016 and was designed with an interim phase and a future phase. The lift station is currently configured and V-2 operating in the interim phase and the existing pumps have a capacity of 230 gpm and are 5 horsepower. The total peak future flow for the FM 665 lift station is 620 gpm at 118 feet total dynamic head. The future pumps would be 34 horsepower submersible pumps. VI-1 Section VI - WORK PLAN A. SURVEYS AND PLAN PREPARATION 1. Datum All work on this project (surveys, plans) will be on the Texas State Plane Coordinate System, NAD 83, South Zone (City Standard Datum). 2. Ground Surveys Ground elevations and validation of general land features shall be made to determine trench depths, utility locations and other obstructions. Specific areas of concern such as major channels and street crossings will require more than the normal surveys to identify topographic variations and other sub-surface structures. 3. Drawings Drawings will be completed in accordance with the City of Corpus Christi's Standards, properly coordinated with the project specifications and other details and arranged in such a fashion as to allow the Contractor to accurately estimate the cost of the project and construct it. All drawings will be produced electronically using a computer aided drafting design (CADD) package. Horizontal and Vertical Scale: The scale recommended and utilized on this project shall be 1"= 40' horizontal, 1" = 4' vertical. All pipeline plan and profile sheets will be so arranged as to read from left to right with the project beginning at the proposed lift station. Where possible, plan views will be oriented with the north to either the top or left of the sheet. VII-1 Section VII - CONSTRUCTION REQUIREMENTS A. DISPOSAL OF EXCESS SITE EXCAVATION MATERIAL All excess excavation material shall be disposed of by the Contractor. Provisions shall be provided in the Contract Documents to direct the Contractor in proper disposal of contaminated soil. B. RESTORATION Fields and ditches shall be seeded or sodded to prevent erosion. All driveways and pavements shall be repaired. C. STORM WATER POLLUTION PREVENTION PLAN A storm water pollution prevention plan shall be incorporated into the Contractor's work plan to minimize pollution entering the storm sewers along the project (including open drainage ditches). Specific emphasis shall be made near street intersections and large drainage facilities where access to and from the work area shall be critical. D. EROSION CONTROL There are no specific areas where the force main installation shall cause erosion of property. Therefore, no specific erosion control measures are recommended, beyond the City Standard Stormwater Pollution Prevention Plan. E. TRAFFIC CONTROL PLAN A Traffic Control Plan will be provided in accordance with standard City specifications and latest edition of the Texas Uniform Manual on Traffic Control Devices. STATEOFTEXASPROFESSIONALENGI NE E RLICENSED BRIAN D. WIK126591 STATEOFTEXASPROFESSIONALENGI NE E RLICENSED BRIAN D. WIK126591 City Council October 13, 2020 Amendment to the Wastewater Collection System Master Plan for Service Area 5 of the Greenwood Wastewater Master Plan 1 2 Aerial Overview FM 665 LS Proposed Lift Station Master Plan Overview Calallen South SARATOGA BLVD GREENWOOD DR Master Plan Detail FM 665 LS (OPERATIONAL) WEST POINT LS 6” FORCE MAIN (OPERATIONAL) 8” FORCE MAIN DISCHARGE POINT Master Plan Amendment WEST POINT LS CONNECTION TO OPERATIONAL 6” FORCE MAIN Staff Recommendation Approve proposed Wastewater Collection System Master Plan Amendment Planning Commission approval was made at their August 19, 2020 meeting DATE: September 29, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3@cctexas.com (361) 826-3227 Kevin Norton, Director of Water Utilities kevinn@cctexas.com (361) 826-1874 CAPTION: Ordinance authorizing the issuance of Utility System Junior Lien Revenue Improvement Bonds, New Series 2020C in an amount not to exceed $11,425,000; providing for payment and security, by a junior and inferior lien on and pledge of the net revenues of the City’s utility system; stipulating terms and conditions for additional revenue bonds; and complying with Texas Water Development Board regulations; for a potential future seawater desalination plant. SUMMARY: On August 18, 2020 the City Council approved a Financing Agreement with the TWDB to receive the first portion of financing through the State Water Implementation Fund for Texas (SWIFT) loan program in an amount not to exceed $11,425,000 of the $222,475,000 in total amount awarded 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 ordinance authorizes issuance of bonds to collateralize the loan from the TWDB. BACKGROUND AND FINDINGS: The City of Corpus Christi has been working on alternative water source s 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 Authorization for the Issuance of Utility System Revenue Bonds for SWIFT funding through the Texas Water Development Board (TWDB) in the amount of $11,425,000. AGENDA MEMORANDUM Action Item for the City Council Meeting of October 13, 2020 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 loa n 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 with the true interest cost of 1.996% after the subsidy for the 2020 funds. On August 18, 2020 the City Council approved the Financing Agreement with the TWDB for the loan. The City is subject to financial penalties if bonds are not issued in accordance with the Financing Agreement. 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 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 f or 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. This item is the first reading of the 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 second reading is on October 20th and the debt will be issued 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 contractor pre-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 is to not approve the issuance of the bonds and suffer a financial penalty of $633,193 plus the issuance costs associated with the TWDB bonds per the Financing Agreement with the TWDB. 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 interest rate of 1.996%. 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 is issuing 30-year debt with level debt service amounts for the $11,425,000 bond to secure the loans and plans on doing the same with the remaining $211M. 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 issuance of bonds to collateralize the initial loan amount of $11,425,000 from 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: Ordinance Financing Agreement SWIFT Loan TWDB invitation for application City of Corpus Christi SWIFT Board action 99807980.9 DRAFT 9/30/2020 ORDINANCE NO. __________ AN ORDINANCE BY THE CITY COUNCIL OF CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS “UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, NEW SERIES 2020C” IN AN AMOUNT NOT TO EXCEED $11,425,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF, BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY’S UTILITY SYSTEM ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; COMPLYING WITH THE REGULATIONS PROMULGATED BY THE TEXAS WATER DEVELOPMENT BOARD; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE TABLE OF CONTENTS Page 99807980.9 -i- SECTION 1. Authorization – Designation – Principal Amount – Purpose ................................. 3 SECTION 2. Fully Registered Obligations – Authorized Denominations – Stated Maturities – Interest Rates – Dated Date .................................................................................... 3 SECTION 3. Payment of Bonds – Interest Payments – Paying Agent/Registrar ......................... 4 SECTION 4. Redemption ............................................................................................................. 6 SECTION 5. Execution – Registration ......................................................................................... 7 SECTION 6. Registration – Transfer – Exchange of Bonds – Predecessor Bonds ...................... 7 SECTION 7. Initial Bond ............................................................................................................. 8 SECTION 8. Forms ...................................................................................................................... 9 SECTION 9. Definitions ............................................................................................................ 18 SECTION 10. Pledge of Junior Lien Pledged Revenues ............................................................. 27 SECTION 11. Rates and Charges ................................................................................................. 27 SECTION 12. System Fund ......................................................................................................... 28 SECTION 13. Bond Fund - Excess Funds ................................................................................... 29 SECTION 14. Reserve Fund ........................................................................................................ 30 SECTION 15. Deficiencies – Excess Junior Lien Pledged Revenues .......................................... 32 SECTION 16. Payment of Bonds ................................................................................................. 32 SECTION 17. Investments ........................................................................................................... 33 SECTION 18. Covenants ............................................................................................................. 33 SECTION 19. Issuance of Additional Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations ............................................................................... 37 SECTION 20. Refunding Bonds .................................................................................................. 41 SECTION 21. Issuance of Special Project Bonds ........................................................................ 41 SECTION 22. Security of Funds .................................................................................................. 41 SECTION 23. Remedies in Event of Default ............................................................................... 41 SECTION 24. Notices to Holders Waiver .................................................................................... 42 SECTION 25. Bonds Are Negotiable Instruments ....................................................................... 42 SECTION 26. Cancellation .......................................................................................................... 42 SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds ..................................................... 42 SECTION 28. Confirmation of Sale; Approval of Private Placement Memorandum ................. 43 SECTION 29. Compliance with Purchaser’s Rules and Regulations .......................................... 43 SECTION 30. Application of Bond Proceeds .............................................................................. 46 SECTION 31. Covenants to Maintain Tax-Exempt Status .......................................................... 46 SECTION 32. Control and Custody of Bonds ............................................................................. 50 TABLE OF CONTENTS (continued) Page 99807980.9 -ii- SECTION 33. Satisfaction of Obligation of City ......................................................................... 50 SECTION 34. Ordinance a Contract; Amendments – Outstanding Bonds .................................. 51 SECTION 35. Printed Opinion ..................................................................................................... 51 SECTION 36. CUSIP Numbers ................................................................................................... 51 SECTION 37. Effect of Headings ................................................................................................ 51 SECTION 38. Benefits of Ordinance ........................................................................................... 51 SECTION 39. Inconsistent Provisions ......................................................................................... 52 SECTION 40. Governing Law ..................................................................................................... 52 SECTION 41. Severability ........................................................................................................... 52 SECTION 42. Incorporation of Preamble Recitals ...................................................................... 52 SECTION 43. Authorization of Paying Agent/Registrar Agreement .......................................... 52 SECTION 44. Authorization of Escrow Agreement .................................................................... 52 SECTION 45. Application to Texas Water Development Board ................................................. 52 SECTION 46. Public Meeting ...................................................................................................... 53 SECTION 47. Continuing Disclosure of Information .................................................................. 53 SECTION 48. Book-Entry Only System ...................................................................................... 56 SECTION 49. Further Procedures ................................................................................................ 57 SECTION 50. Unavailability of Authorized Publication ............................................................. 58 SECTION 51. No Recourse Against City Officials ..................................................................... 58 SECTION 52. Automatic Budget Amendments to Reflect Final Debt Service Payments .......... 58 SECTION 53. Covenants of Compliance ..................................................................................... 58 SECTION 54. Construction of Terms .......................................................................................... 58 SECTION 55. Ancillary Bond Contracts ..................................................................................... 58 SECTION 56. City’s Consent to Provide Information and Documentation to the Texas MAC .. 59 SECTION 57. Effective Date ....................................................................................................... 59 Exhibit A .......................................................................................... Paying Agent/Registrar Agreement Exhibit B ................................................................................................................... Escrow Agreement Exhibit C .......................................................................... Description of Annual Financial Information Exhibit D ................................................................................................. DTC Letter of Representations Exhibit E ......................... General Policies and Procedures Concerning Compliance With the Rule 99807980.9 WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently outstanding revenue bonds (the Previously Issued Junior Lien Obligations) secured by a first and prior lien on and pledge of the Net Revenues (as hereinafter defined) of the City’s combined utility systems (as further described and defined herein, the System); and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the Previously Issued Junior Lien Obligations from time to time outstanding; and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior to the lien thereon and pledge thereof securing the Junior Lien Obligations (the Previously Issued Subordinate Lien Obligations); and WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt, that it will no longer issue “Priority Bonds” which were previously secured by a first and prior lien on and pledge of the Net Revenues of the System; and WHEREAS, on the date hereof, no Priority Bonds remain outstanding, and all System revenue obligations previously subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues have been elevated in kind and priority as hereinbefore stated, and all revenue obligations herein and hereafter issued as Junior Lien Obligations shall be secured by a first and prior lien on and pledge of the Net Revenues on parity with the Previously Issued Junior Lien Obligations; and WHEREAS, the City Council has determined that a new series of Junior Lien Obligations payable from and equally and ratably secured solely by a first and prior lien and pledge of the Net Revenues of the System on parity with the lien on and pledge of the Net Revenues securing the Previously Issued Junior Lien Obligations should be issued for the purpose of designing, planning, building, improving, extending, enlarging, and repairing the System; and WHEREAS, pursuant to the provisions of Chapter 1502, as amended, Texas Government Code (Chapter 1502) and the City’s Home Rule Charter, the City Council is authorized to issue revenue bonds; WHEREAS, the Texas Water Development Board (the Purchaser) has agreed to purchase the revenue bonds herein authorized thereby making a loan to the City at an interest rate that is substantially below the current market rate for similar forms of indebtedness which will enable the City to undertake the proposed improvements to the System; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue bonds; and 99807980.9 -2- WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including Chapter 1502, and the terms of this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; WHEREAS, the City Council hereby finds and determines that the issuance of the revenue bonds authorized herein and the adoption of this Ordinance is in the best interests of the citizens of the City; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Authorization – Designation – Principal Amount – Purpose. Revenue improvement bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of ELEVEN MILLION FOUR HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($11,425,000), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, NEW SERIES 2020C (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) designing, planning, building, improving, extending, enlarging and repairing the System, and (ii) paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Junior Lien Obligations and is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, including, particularly, Chapter 1502, the City’s Home Rule Charter, and this Ordinance. SECTION 2. Fully Registered Obligations – Authorized Denominations – Stated Maturities – Interest Rates – Dated Date. The Bonds are issuable in fully registered form only; shall be dated November 1, 2020 (the Dated Date); shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered “R-” and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on November 10, 2020), or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rate per annum in accordance with the following schedule: Years of Stated Maturity (July 15) Principal Amounts ($) Interest Rates (%) 2022 2023 2024 2025 2026 99807980.9 -3- Years of Stated Maturity (July 15) Principal Amounts ($) Interest Rates (%) 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 SECTION 3. Payment of Bonds – Interest Payments – Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360-day year of twelve 30-day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2021, while the Bonds are Outstanding. Interest on each Bond issued and delivered to a Holder shall accrue from the Closing Date (anticipated to occur on or about November 10, 2020) or from the latest Interest Payment Date that interest on such Bond (or its Predecessor Bond) has been paid that precedes 99807980.9 -4- the registration date appearing on such Bond in the “Registration Certificate of Paying Agent/Registrar” (Section 8D hereof), unless the registration date appearing thereon is an Interest Payment Date for which interest is being paid, in which case interest on such Bond shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Bond. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds’ Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder’s risk and expense. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be 99807980.9 -5- made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Special Mandatory Redemption. In the event that the Purchaser at such time remains the sole holder of the Bonds and the final accounting delivered by the City to the Purchaser in the form and manner specified in Section 29 of this Ordinance evidences that the total cost of the project or projects to be financed with Bond proceeds is less than the amount of Bond proceeds available for paying such costs or if the Executive Administrator of the Purchaser disapproves construction of any portion of such project or projects as not being in accordance with the plans and specifications, then the City shall, unless an alternative is permitted under Section 29 hereof, immediately, with the filing of the final accounting, redeem Bonds in the amount of such excess and/or cost determined by the Executive Administrator of the Purchaser relating to the parts of such project or projects not built in accordance with the plans and specifications, to the nearest multiple of the authorized denomination for the Bonds. Bonds redeemed pursuant to this provision shall be redeemable on any date, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity, selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. B. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 2032 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 2031, or any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to 99807980.9 -6- exercise the right or of the requirement, as applicable, to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City’s expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an 99807980.9 -7- exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5. Execution – Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchaser, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Holder of a Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature for the Initial Bond only, or a certificate of registration substantially in the form provided in Section 8D for Bonds other than the Initial Bond, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6. Registration – Transfer – Exchange of Bonds – Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and 99807980.9 -8- binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully-registered Bond in the total principal amount of $11,425,000 with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully-registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchaser or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchaser. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchaser, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. 99807980.9 -9- The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 99807980.9 -10- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. ______ $______________ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, NEW SERIES 2020C Dated Date: Interest Rate: Stated Maturity: CUSIP NO: November 1, 2020 REGISTERED OWNER: _________________________________________________________ PRINCIPAL AMOUNT: _______________________________________________ DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on or about November 10, 2020) or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2021. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and 99807980.9 -11- interest on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. This Bond is one of the series specified in its title issued in the aggregate principal amount of $11,425,000 (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System (defined herein), and (ii) paying the costs of issuance relating thereto, all in conformity with the laws of the State of Texas, particularly Chapter 1502, as amended, Texas Government Code, the City’s Home Rule Charter, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Junior Lien Obligations and that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds having Stated Maturities on and after July 15, 2032 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 2031, or any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. In the event that the Purchaser at such time remains the sole holder of the Bonds and the final accounting delivered by the City to the Purchaser in the form and manner specified in the Ordinance evidences that the total cost of the project to be financed with Bond proceeds is less than the amount of Bond proceeds available for paying such costs or if the Executive Administrator of the Purchaser disapproves construction of any portion of such project or projects as not being in accordance with the plans and specifications, then the City shall, unless the Ordinance permits another use of such excess funds, immediately, with the filing of the final accounting, redeem Bonds in the amount of such excess and/or cost determined by the Executive Administrator of the Purchaser relating to the parts of such project or projects not built in accordance with the plans and specifications to the nearest multiple of the authorized denomination for the Bonds. Bonds redeemed pursuant to this provision shall be redeemable on any date, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity, selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to 99807980.9 -12- the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the City, issued as Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a first and prior lien on and pledge of the Net Revenues derived from the operation of the City’s combined utility systems (as further described in the Ordinance, the System) that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Junior Lien Obligations and that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Junior Lien Obligations, Additional Subordinate Lien Obligations and Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. 99807980.9 -13- The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank] 99807980.9 -14- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (SEAL) [The remainder of this page intentionally left blank.] 99807980.9 -15- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . ____________________________________ Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: ____________________________________ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar By: _______________________________ Authorized Signature * Note to Printer: to appear on printed Bonds 99807980.9 -16- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): _________________________________ ______________________________________________________________________________ (Social Security or other identifying number): ________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ____________________________ ________________________________________________ NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: ____________________________________ [The remainder of this page intentionally left blank.] 99807980.9 -17- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Initial Bond the headings “Interest Rate” and “Stated Maturity” shall both be completed “as shown below”; (2) the first two paragraphs shall read as follows: REGISTERED OWNER: _________________________________________________________ PRINCIPAL AMOUNT: _________________________________________________________ The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Stated Maturity Principal Amounts ($) Interest Rates (%) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on or about – November 10, 2020), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30- day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2021. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by 99807980.9 -18- federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. G. Insurance Legend. If bond insurance is obtained by the Purchaser or the City for the Bonds, the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the bond insurer, to appear under the following header: [BOND INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 31 and 47 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of any Subordinate Lien Obligations and any Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. C. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. D. Authorized Official shall mean the City Manager, each Assistant City Manager, the Chief Financial Officer, and the Director of Financial Services (which shall include any person serving in any of the foregoing capacities on an interim or non-permanent basis). 99807980.9 -19- E. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. F. The term Bonds shall mean the $11,425,000 “CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, NEW SERIES 2020C”, dated November 1, 2020, authorized by this Ordinance. G. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. H. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. I. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. J. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. K. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchaser. L. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any obligation authorized by Chapter 1371, and which includes any Credit Facility. M. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. N. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. 99807980.9 -20- O. The term Debt shall mean (1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and/or Net Revenues (except indebtedness not treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (i) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (ii) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. P. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12-month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the “Revenue Bond Index” or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non–permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity 99807980.9 -21- according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. Q. The term Depository shall mean an official depository bank of the City. R. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. S. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. T. The term Government Securities shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, and (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. When the Previously Issued Junior Lien Obligations issued on or before August 25, 2016, are no longer Outstanding, the term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. U. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this 99807980.9 -22- Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. V. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. W. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is included in Junior Lien Pledged Revenues, that is or will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. X. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing July 15, 2021, while any of the Bonds remain Outstanding. Y. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and any Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. Z. The term Junior Lien Pledged Revenues shall mean (i) the Net Revenues, plus (ii) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City’s discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. AA. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. BB. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Junior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from other 99807980.9 -23- entities and the expenses related thereto, and, to the extent permitted by a change in law (and receipt of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. CC. The term Ordinance shall mean this Ordinance adopted by the City Council on October 20, 2020 authorizing the issuance of the Bonds. DD. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 33 of this Ordinance; and (3) those Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. EE. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein-permitted successors and assigns. FF. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a first and prior lien on and pledge of Net Revenues of the System that is superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and any Inferior Lien Obligations, identified as follows: (1) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012”, dated November 15, 2012, in the original principal amount of $69,085,000; (2) “City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012”, dated November 15, 2012, in the original principal amount of $155,660,000; (3) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013”, dated November 1, 2013, in the original principal amount of $97,930,000; 99807980.9 -24- (4) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015A”, dated March 1, 2015, in the original principal amount of $93,600,000; (5) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015”, dated July 1, 2015, in the original principal amount of $46,990,000; (6) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015C”, dated July 1, 2015, in the original principal amount of $101,385,000; (7) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2016”, dated August 1, 2016, in the original principal amount of $80,415,000; (8) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017”, dated March 15, 2017, in the original principal amount of $51,215,000; (9) City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017”, dated October 1, 2017, in the original principal amount of $2,750,000; (10) City of Corpus Christi, Texas Utility System Junior Lien Revenue and Improvement Refunding Bonds, Series 2019”, dated September 15, 2019, in the original principal amount of $93,425,000; (11) City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2020A”, dated July 15, 2020, in the original principal amount of $133,765,000; (12) City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Taxable Series 2020B”, dated July 15, 2020, in the original principal amount of $183,635,000; and (13) Upon issuance, the Bonds. GG. The term Previously Issued Subordinate Lien Obligations shall mean the “City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018”, dated February 15, 2018, in the original principal amount of $34,835,000. HH. The term Prudent Utility Practice shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited 99807980.9 -25- to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term “Prudent Utility Practice”, as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. II. The term Purchaser shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. JJ. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. KK. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. LL. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. MM. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. NN. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. OO. The term Subordinate Lien Obligations shall mean (i) the Previously Issued Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof that is included in Junior Lien Pledged Revenues but superior to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the City Council in accordance with any applicable law. PP. The term System shall mean and include, whether now existing or hereinafter added, the City’s existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise 99807980.9 -26- services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. QQ. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. SECTION 10. Pledge of Junior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby ordained that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien Pledged Revenues granted by the City under subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11. Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by 99807980.9 -27- the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a first and prior lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations; C. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Junior Lien Obligations and the Subordinate Lien Obligations; and E. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12. System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the “City of Corpus Christi, Texas Utility System Revenue Fund” (the System Fund) and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the 99807980.9 -28- System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Junior Lien Obligations, the Bonds, and any Additional Junior Lien Obligations hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit the Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit any Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose. SECTION 13. Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds Interest and Sinking Fund” (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer Outstanding. 99807980.9 -29- Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. SECTION 14. Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the “Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds Reserve Fund” (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City’s Operating Expenses, and (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $_____________ (inclusive of the Bonds). Of this amount, $____, representing the increase in the Required Reserve Amount attributable to the issuance of the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this 99807980.9 -30- Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City’s obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds (including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 99807980.9 -31- 1207, as amended, Texas Government Code), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter–specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15. Deficiencies – Excess Junior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the Junior Lien Obligations, the Subordinate Lien Obligations and any Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 12 hereof). SECTION 16. Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17. Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code (collateralized pursuant to the Public Funds Collateral Act, as amended, Chapter 2257, Texas Government Code), or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, 99807980.9 -32- including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18. Covenants. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, or Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances. A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Junior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City’s Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or 99807980.9 -33- cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic’s, laborer’s, materialman’s or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic’s, laborer’s, materialman’s or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Junior Lien Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System in any manner, except as permitted in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Junior Lien Obligations). H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if (A) it shall determine such property or facilities are not useful in the operation of the System, or (B) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating, in their opinion, that the fair 99807980.9 -34- market value of the property or facilities exchanged is $250,000 or less, or (C) if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of $500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any 99807980.9 -35- contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. (2) In lieu of obtaining policies for insurance as provided above, the City may self-insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System’s facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 19. Issuance of Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a first and prior lien on and pledge of Net 99807980.9 -36- Revenues that is senior and superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations and any Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations – Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) of this Section and Section 20 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the 99807980.9 -37- Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Junior Lien Obligations (other than Junior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations – Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from an Engineer a comprehensive engineering report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or incurred and all Additional Junior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the Forecast) of the operations of the System demonstrating the System’s ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding 99807980.9 -38- after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City’s Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i) above, an Engineer may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Junior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the 99807980.9 -39- System for the period of time covered by the City Manager’s certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager’s certificate or opinion. B. The City may issue Additional Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Junior Lien Obligations and that is included in the Junior Lien Pledged Revenues, respectively, and senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in this Ordinance and the Previously Issued Subordinate Lien Obligations. C. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Junior Lien Obligations and Subordinate Lien Obligations and that is included in the Junior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of this Ordinance. SECTION 20. Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers’ certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 21. Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22. Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. 99807980.9 -40- SECTION 23. Remedies in Event of Default. The Purchasers may exercise all rights and remedies available to it in law or equity, and any provision of the Bonds that restricts or limits the Purchasers’ full exercise of these remedies shall be of no force and effect. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. SECTION 24. Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a “security” and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26. Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. 99807980.9 -41- SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds. If (i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney’s fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28. Confirmation of Sale; Approval of Private Placement Memorandum. The sale of the Bonds to the Texas Water Development Board (the Purchaser) for the purchase price of $11,425,000, which represents a purchase price of par, less the Purchaser’s origination fee of $____ and no accrued interest, pursuant to a loan commitment received from the Purchaser, is hereby confirmed. The pricing and terms of the Bonds are hereby found and determined to be the most advantageous reasonably obtained from the City. Delivery of the Bonds shall be made to the Purchaser as soon as practicable after the adoption of this Ordinance, upon payment therefor by federal funds wire transfer, at no cost to the Purchaser, in accordance with the terms of sale. Furthermore, the City hereby approves in all respects the City’s Private Placement Memorandum prepared in conjunction with the sale of the Bonds and to be delivered to the Purchaser on the Closing Date. The Mayor or Mayor Pro Tem and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Private Placement Memorandum in final form as may be required by the Purchaser, and such final Private Placement Memorandum in the form and content manually executed by said 99807980.9 -42- officials shall be deemed to be approved by the City Council and constitute the Private Placement Memorandum authorized for deliver to the Purchaser. SECTION 29. Compliance with Purchaser’s Rules and Regulations. The City will comply with all of the requirements contained in the resolution or resolutions adopted by the Purchaser with respect to the issuance of the Bonds. In addition, in compliance with the Purchaser’s State Water Implementation Fund for Texas Program Rules, the City agrees and covenants so long as the Purchaser is the sole Holder of the Bonds: A. to keep and maintain full and complete records and accounts pertaining to the construction of the project refinanced with the proceeds of sale of the Bonds, including the Escrow Fund (defined herein), in accordance with the standards set forth by the Government Accounting Standard Board; B. to create and establish at the Depository a “City of Corpus Christi, Texas State Water Implementation Fund for Texas Construction Fund” (the Construction Fund) for the receipt and disbursement of all proceeds from the sale of the Bonds and all other funds acquired by the City in connection with the planning and construction of the projects financed, in whole or in part, by the Purchaser pursuant to the loan evidenced by the Bonds and all funds deposited to the credit of the Construction Fund shall be disbursed only for the payment of costs and expenses incurred in connection with the planning and building of such projects as approved by the Purchaser and as otherwise allowed by the rules; C. to provide the Purchaser with copies of “as built plans” pertaining to the projects financed, in whole or in part, with any funds of the Purchaser; D. upon completion of the construction of the projects financed, in whole or in part, by the loan evidenced by the Bonds, to provide a final accounting to the Purchaser of the total costs of the projects. In determining the amount of available funds for building the project, the City agrees to account for all amounts deposited to the credit of the Construction Fund, including all loan funds extended by the Purchaser, all other funds available from the projects as described in the project engineer’s or fiscal representative’s sufficiency of funds statement and all interest earned by the City on money in the Construction Fund. Amounts determined to represent excess or unneeded Bond proceeds shall, at the City’s option and upon receipt of prior approval of the Executive Administrator of the Purchaser, be (i) used to redeem Bonds in accordance with Section 4.B hereof, (ii) deposited to the Bond Fund for the purpose of paying scheduled debt service on the Bonds, or (iii) used to pay eligible costs of the project for which the Bonds were issued, as first approved by the Executive Administrator of the Purchaser; E. in addition to the requirements contained in Section 18.I hereof, to maintain current, accurate, and complete records and accounts necessary to demonstrate compliance with financial assistance related legal and contractual provisions; F. to comply with any special conditions specified by the Purchaser’s water conservation plan as specified in 31 TAC 363.42(a)(2)(F) until all financial obligations to the Purchaser have been discharged; 99807980.9 -43- G. to abide by the Purchaser’s rules and relevant state statutes now or hereafter existing, including, but not limited to, the Purchasers’ pre-design funding procedures; H. to not use Bond proceeds to pay for the cost of sampling, testing, removing or disposing of contaminated soils and/or media at the project site; I. to report to the Purchasers 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; J. to notify the Executive Administrator of the Purchaser prior to taking any actions to alter the legal status of the City Council in any manner (such as a sale-transfer-merger with another retail public utility that results in a change in governance of the System) and to receive approval from the Purchaser of any action to convey the City’s obligations to the Purchaser, as the Holder of the Bonds, to another entity; K. to the extent permitted by law, to indemnify, hold harmless, and protect the Purchaser 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 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 refinanced with proceeds of the Bonds to the extent permitted by law; L. to comply, and take steps to assure that its contractors and sub-contractors shall comply with the Davis Bacon Act (being Subchapter IV of Chapter 31 of Title 40 of the United States Code), and the United Stated Department of Labor’s implementing regulations therefor, with respect to projects financed with proceeds of the Bonds; M. to submit outlay reports with sufficient documentation on costs on a quarterly or monthly basis in accordance with the Purchaser’s outlay report guidelines; N. to provide the Purchaser with all information required to be reported in accordance with the Federal Funding Accountability and Transparency Act of 2006, Pub. L. 109-282, and the City shall obtain a Data Universal Numbering System Number, register with the System for Award Management (SAM), and maintain current registration at all times while the Bonds remain Outstanding; O. to timely and expeditiously use all loan proceeds as required by federal statutes and EPA regulations, and in adherence to the project schedule approved by the Purchaser’s Executive Administrator (which shall not be altered except for good cause shown and only with the written approval of the Purchaser’s Executive Administrator); P. to not use any portion of the Bond proceeds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire Nonpurpose Investments (as defined in Section 31 hereof) which produce a yield materially higher than the yield on the Purchaser’s bonds that are used to provide the Purchaser with proceeds that it will use to 99807980.9 -44- purchase the Bonds (the Source Series Bonds), other than Nonpurpose Investments acquired with: (1) Proceeds of the Source Series Bonds invested for a reasonable temporary period of up to three (3) years (reduced by the period of investment by the Purchaser) until such proceeds are needed for the facilities to be financed; (2) Amounts invested in a bona fide debt service fund, within the meaning of §1.148-1(b) of the Regulations (as defined in Section 31 hereof); and (3) 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 Bonds, 125% of average annual debt service on the Bonds, or 10% of the stated principal amount (or, in the case of a discount, the issue price) of the Bonds; Q. to not acquire any of the Source Series Bonds in an amount related to the amount of the Bonds; R. to provide documentation that the all applicable State procurement requirements, as well as all federal procurement requirements, under the Disadvantaged Business Enterprises program are met; S. to provide a schedule prepared by an Engineer, specifying the useful life of the components of the project refinanced with Bond proceeds; T. the City will comply with the conditions included in the Purchaser’s environmental finding, when issued; U. any proceeds from the Bonds that are determined to be surplus proceeds remaining after completion of the project financed with the Bond proceeds and completion of a final accounting in a manner approved by the Executive Administrator; V. 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; W. the City will refrain from using the proceeds of the Bonds to pay debt service on another issue of obligations of the borrower in contravention of section 149(d) of the Code; and X. the Bonds shall be governed by the additional debt test and reserve requirement as provided in the currently outstanding “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017” held by the Purchaser. SECTION 30. Application of Bond Proceeds. A. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: 99807980.9 -45- (1) An amount identified in instructions from any Authorized Official shall be deposited in the Construction Fund for the payment of certain costs of issuance relating to the Bonds and certain other costs relating to the improvement of the System and such amount may be deposited in the Escrow Agreement authorized by the provisions of Section 44 hereof. (2) The amount identified in Section 14, if any, shall be deposited to the Reserve Fund to satisfy the increase in the Required Reserve Amount attributable to the issuance of the Bonds. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Bond Fund. SECTION 31. Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and 99807980.9 -46- (2) the Bonds means the yield on the Bonds, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: a. exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and b. not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds, to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of 99807980.9 -47- such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: a. The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. b. Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. c. As additional consideration for the purchase of the Bonds by the Purchaser and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; 99807980.9 -48- and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. d. The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after the Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four years or more. K. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 32. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchaser. Furthermore, any of the Mayor of the City, Mayor Pro Tem of the City, any Authorized Official, or any combination of them are hereby authorized and directed to furnish and execute 99807980.9 -49- such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City’s Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond to the Purchaser. SECTION 33. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. To the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 31 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, 99807980.9 -50- provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 34. Ordinance a Contract; Amendments – Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 35. Printed Opinion. The Purchaser’s obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City’s Secretary is hereby approved and authorized. SECTION 36. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 37. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 38. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or 99807980.9 -51- by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. SECTION 39. Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 40. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 41. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 42. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 43. Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 44. Authorization of Escrow Agreement. To the extent the hereinafter- described Escrow Agreement is required to comply with the Purchaser’s requirements, the City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of an Escrow Agreement to comply with the Purchaser’s pre-design funding option rules and regulations. A copy of the Escrow Agreement is attached hereto, in substantially final form, as Exhibit B, and is incorporated by reference to the provisions of this Ordinance. Any Authorized Official, or his or her designee is authorized to execute the Escrow Agreement as the act and deed of the City Council. SECTION 45. Application to Texas Water Development Board. The City Council ratifies and confirms its prior approval of the form and content of the Application to the Texas Water Development Board (the Application) prepared in connection with the sale of the Bonds to the Purchaser and hereby approves the form and content of any addenda, supplement, or amendment thereto. SECTION 46. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. 99807980.9 -52- SECTION 47. Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB’s Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the City’s continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each Fiscal Year of the City ending in or after 2020 financial information and operating data with respect to the System of the general type described in Exhibit C hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: 99807980.9 -53- (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material; (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. 99807980.9 -54- For these purposes, (a) any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. 99807980.9 -55- Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format – Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the United States Securities and Exchange Commission. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential “underwriters” in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies 99807980.9 -56- and Procedures), attached hereto as Exhibit E, with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City’s financial affairs, its municipal or financial advisors, its legal counsel (including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 48. Book-Entry Only System. The Bonds initially shall be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter 99807980.9 -57- shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. However, the City will not discontinue the use of DTC without prior notice and consent of the Purchaser for so long as the Purchaser is the Holder of any of the Bonds. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository’s agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 49. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Application to the Purchaser. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General’s office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 50. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. 99807980.9 -58- SECTION 51. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 52. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City’s reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 53. Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by Chapter 1502, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 54. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. SECTION 55. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, escrow agent, rating agency, securities depository, or any other contract that is determined by an Authorized Official, the City’s Financial Advisor, or the City’s Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. The Governing Body has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 56. City’s Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, the City’s Bond Counsel, and/or the City’s Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. 99807980.9 -59- SECTION 57. Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so ordained. [The remainder of this page intentionally left blank.] 99807980.9 S-1 SIGNED AND SEALED THIS 20th DAY OF OCTOBER, 2020. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (SEAL) APPROVED THIS 20th DAY OF OCTOBER, 2020: _______________________________________ Miles Risley, City Attorney 99807980.9 S-2 THE STATE OF TEXAS § § COUNTIES OF NUECES, § ARANSAS, KLEBERG, AND § SAN PATRICIO § § CITY OF CORPUS CHRISTI § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 20th day of October, 2020, authorizing the issuance of the City’s Utility System Junior Lien Revenue Improvement Bonds, New Series 2020C, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 20th day of October, 2020. City Secretary (CITY SEAL) 99807980.9 S-3 The foregoing ordinance was read for the first time and passed to its second reading on this the 13th day of October, 2020, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the 20th day of October, 2020, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED, this the 20th day of October, 2020. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor 99807980.9 Index-1 INDEX TO SCHEDULES AND EXHIBITS Exhibit A ................................................................................... Paying Agent/Registrar Agreement Exhibit B ............................................................................................................. Escrow Agreement Exhibit C .................................................................... Description of Annual Financial Information Exhibit D .......................................................................................... DTC Letter of Representations Exhibit E ........................ General Policies and Procedures Concerning Compliance With the Rule 99807980.9 A-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. _ 99807980.9 B-1 EXHIBIT B Escrow Agreement See Tab No. _ 99807980.9 C-1 EXHIBIT C Description of Annual Financial Information The following information is referred to in Section 47 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Application referred to) below: The City’s audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City referenced in the Application, but for the most recently concluded fiscal year. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 99807980.9 D-1 EXHIBIT D DTC Letter of Representation See Tab No. _ 99807980.9 E-1 EXHIBIT E General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 47 of the Ordinance. Bonds refer to the Bonds that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non- exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City’s compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 47C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that “participating underwriters” (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City’s informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the City’s obligations under the Rule, the advice from and discussions with the City’s internal senior staff (including staff charged with administering the City’s financial affairs), its co-municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Director of Financial Services (the Compliance Officer) shall be responsible for satisfying the City’s obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or “tickler” systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the City’s information of the type described in Section 47B of the Ordinance; 99807980.9 E-1 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 47C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation, the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any “participating underwriter” (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City’s internal staff identified by the Compliance Officer to assist with the City’s satisfaction of the terms and provisions of the Undertaking. Page 1 of 9 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 2 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 3 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 any time 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 4 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 5. 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 5 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 6 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 Development Fund Manager P.O. Box 13231 Austin, Texas 78711-3231 Telephone: (512) 475-4584 Facsimile: (512) 475-2053 City of Corpus Christi Attn: Esteban (Steve) Ramos P.O. Box 9277 Corpus Christi, TX 78469-9277 Telephone: (361) 826-3294 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 7 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 8 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 9 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 Attachment A, Page 1 of 9 ATTACHMENT A TWDB RESOLUTION NO. 20-068 Attachment A, Page 2 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 3 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; 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; Attachment A, Page 4 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 5 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 6 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 7 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 8 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 9 of 9 ATTEST: __________________________________________ Jeff Walker, Executive Administrator Attachment B, Page 1 of 2 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 2 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 C, Page 1 of 1 ATTACHMENT C FINANCING SCHEDULE DATE ACTION 07/23/2020 TWDB approval of commitments 09/07/2020 Labor Day Holiday ** 09/08/2020 Financing agreement – last day to execute (13 days prior to initiation of pricing) 09/14/2020 Financing agreement (Sec. 4A) -last day political subdivisions can terminate without penalty (7 days prior to initiation of pricing) 09/14/2020 Financing agreement (Sec. 5) -last day political subdivisions can modify maturity schedule (7 days prior to initiation of pricing) 09/17/2020 Financing agreement (Sec. 4B) -last day political subdivisions can terminate with costs of issuance (4 days prior to initiation of pricing) 09/21/2020 Financing agreement (Sec. 4C) -before 9:00 a.m. political subdivisions can terminate with costs of issuance and 1% penalty (1 day prior to 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 Various Political subdivisions adopt bond documents and/or board participation agreements Various Political subdivisions submit transcripts to Texas Attorney General in 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 12/04/2020 Financing agreement (Sec. 4D) -penalty applied to any political subdivision failing to issue debt Start of post-pricing termination payment period (includes costs of 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, P.O. Box 13231, 1700 N. Congress Ave. Austin, TX 78711-3231, www.twdb.texas.gov Phone (512) 463-7847, Fax (512) 475-2053 Our Mission To provide leadership, information, education, and support for planning, financial assistance, and outreach for the conservation and responsible development of water for Texas ............ . Board Members Peter Lake, Chairman │ Kathleen Jackson, Board Member │Brooke T. Paup, Board Member Jeff Walker, Executive Administrator 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 o 2020: $11,425,000 o 2021: $211,050,000Applications 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. 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 may be reached at Mireya.Loewe@twdb.texas.gov or (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 Peña Zuba Deputy Executive Administrator Texas Water Development Board Cc: Mireya Loewe, Manager, Regional Project Team 6