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Agenda Packet City Council - 12/08/2020
City Council City of Corpus Christi Meeting Agenda - Final-revised 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, December 8, 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.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.GOVERNMENT ACTIONS RELATED TO CORONA VIRUS Page 1 City of Corpus Christi Printed on 12/7/2020 December 8, 2020City Council Meeting Agenda - Final-revised G.MINUTES: 1.20-1439 Regular Meeting of December 1, 2020 H.BOARD & COMMITTEE APPOINTMENTS: (NONE) I.EXPLANATION OF COUNCIL ACTION: J.CONSENT AGENDA: (ITEMS 2 - 17) 2.20-1421 One reading Ordinance to Approve the Calendar Year 2021 Annual Audit Plan to be implemented by the City Auditor's office. Sponsors:Audit Committee 3.20-1437 One reading Ordinance authorizing the Second Amendment to the Land Exchange Agreement authorizing the closing on the conveyance of City properties totaling approximately 42 acres to the United State of America for benefit of Department of the Navy in exchange for the Navy property formerly known as the Peary Place Transmitter Site which is an approximately 43 acre site near 8401 South Padre Island Drive . (Requires 2/3 vote) Sponsors:Intergovernmental Relations 4.20-1461 One reading Ordinance authorizing the sale and conveyance of the City’s former Fire Station #1 located at 209 S. Carancahua Street and within TIRZ #3 (Downtown) with approximately 0.86 acres of land to TG110, Inc., in an amount of $325,000.00 for the future use as affordable housing. (Requires 2/3 vote) Sponsors:Engineering Services and Human Resources Consent - Second Reading Ordinances 5.20-1292 Ordinance designating Frost Bank as the depository for the City’s municipal funds pursuant to Chapter 105, Local Government Code; and authorizing the City’s Chief Financial Officer to execute a five-year depository services contract to commence on January 1, 2021. (Requires 2/3 vote) Sponsors:Finance & Business Analysis and Contracts and Procurement 6.20-1389 Ordinance Approving the Tax Increment Reinvestment Zone #3 (Downtown) Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas. Sponsors:Finance & Business Analysis Page 2 City of Corpus Christi Printed on 12/7/2020 December 8, 2020City Council Meeting Agenda - Final-revised 7.20-1315 Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55-50 (a)(2)e regarding Resale Treated Water Rates to wholesale customers outside of City limits; effective January 1, 2021 with no rate increase. Sponsors:Utilities Department Consent - Contracts and Procurement 8.20-1364 Motion authorizing a three-year service agreement with Tellus Equipment Solutions, LLC, with an office in Taft, Texas for an amount not to exceed $80,000.00 for off-site repairs of John Deere agricultural equipment for Asset Management, effective upon notice to proceed, with FY 2021 funding in an estimated amount of $27,000.00 available through the Fleet Maintenance Service Fund. (Requires 2/3 vote) Sponsors:Asset Management Department and Contracts and Procurement 9.20-1391 Motion authorizing a three-year service agreement with Cutrite, LLC of San Antonio, Texas, for a total amount not to exceed $556,002.00, for mowing and grounds maintenance services for the Wastewater Treatment Plants, Lift Stations, and miscellaneous City-owned lots, effective upon issuance of notice to proceed, with FY 2021 funding in an amount of $185,334.00 available in the Wastewater Fund. (Requires 2/3 vote) Sponsors:Utilities Department and Contracts and Procurement 10.20-1393 Motion authorizing a three-year service agreement with Faraday Electric Motors, LLC in an amount not to exceed $536,250.00, for pump motor and clutch repairs at O. N. Stevens Water Treatment Plant, booster and raw water pump stations, with FY 2021 funding in an estimated amount of $148,958.00 available through the Water Fund. (Requires 2/3 vote) Sponsors:Utilities Department and Contracts and Procurement 11.20-1400 Motion authorizing a two-year service agreement with Herc Rentals Inc., of Corpus Christi, Texas, in an amount not to exceed $620,000.00, for equipment rental for the Utilities Department such as excavators, skid steer loaders, trucks, air compressors, generators, and other equipment necessary, with FY 2021 funding in an amount not to exceed $258,333.00 available in the Water and Wastewater Funds. (Requires 2/3 vote) Sponsors:Utilities Department and Contracts and Procurement 12.20-1404 Motion authorizing a one-year supply agreement with Oshkosh Airport Products, LLC in an amount of $860,650.00 for the purchase of one replacement Aircraft Rescue Fire Fighting Vehicle and accessories for the Corpus Christi International Airport, with FY 2021 funding in the amount of $168,348.00 available in the Airport Fund and $692,302.00 available in the Grant 60 Fund. (Requires 2/3 vote) Sponsors:Aviation Department and Contracts and Procurement Page 3 City of Corpus Christi Printed on 12/7/2020 December 8, 2020City Council Meeting Agenda - Final-revised 13.20-1197 Motion authorizing a three-year service agreement with Sec-Ops, Inc. in an amount not to exceed $653,952.00 for bailiffs and security guard services, effective upon issuance of a notice to proceed, with FY 2021 funding in an amount not to exceed $85,377.00 available in the General Fund, and $96,276.00 available in the Municipal Court Security Fund. (Requires 2/3 vote) Sponsors:Municipal Court Administration and Contracts and Procurement Consent - Capital Projects 14.20-0952 Motion awarding a construction contract to Vapor Industries, of Slippery Rock, Pennsylvania to dredge, dewater, remove, haul, and dispose of settled sediments and vegetation from surface water sources, treatment residuals, and the pre-sedimentation Basin at the O.N. Stevens Water Treatment Plant in an amount of $2,428,705, located in Council District 1, with FY 2021 funding available from the Water CIP Fund. (Requires 2/3 vote) Sponsors:Engineering Services, Utilities Department and Contracts and Procurement General Consent Items 15.20-0509 Motion authorizing the renewal of easement rights across Laguna Madre with the Texas General Land Office for a 24-inch waterline supplying Padre Island, located in Council District 4, for a term of 10 years, at a total cost in an amount not to exceed $78,326.90, with FY 2021 funding available from the Water Fund. (Requires 2/3 vote) Sponsors:Engineering Services and Utilities Department 16.20-1418 Resolution approving the remaining three years of the five-year Infrastructure Management Plan, including FY 2023, FY 2024 and FY 2025, as proposed by the Public Works Department that includes a list of neighborhood, arterial, and collector streets for street maintenance work to be completed as the City’s Street Maintenance Program. Sponsors:Public Works/Street Department 17.20-1460 Motion approving a 380 agreement with LiftFund to administer a CARES Act reimbursable grant up to $570,000 for small business impacted by COVID-19 and have been awarded a LiftFund loan funded by the City of Corpus Christi earlier this year.(Requires 2/3 vote) Sponsors:Finance & Business Analysis K.RECESS FOR LUNCH L.PUBLIC HEARINGS: (ITEMS 18 - 19) 18.20-1343 Zoning Case No. 0920-02, GMG Partners, LP. (District 3). Ordinance rezoning property at or near 702 South Navigation Boulevard Page 4 City of Corpus Christi Printed on 12/7/2020 December 8, 2020City Council Meeting Agenda - Final-revised from the “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single-Family 4.5 District with a Planned Unit Development. (Planning Commission and Staff recommend Approval) (Requires 3/4 vote) Sponsors:Development Services 19.20-1344 Zoning Case No. 1020-02, Mustang Island, LLC. (District 4). Ordinance rezoning property at or near 7213 State Highway 361 from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District. (Planning Commission and Staff recommend Approval) (Requires 3/4 vote) Sponsors:Development Services M.REGULAR AGENDA: N.FIRST READING ORDINANCES: (ITEM 20) 20.20-1414 Ordinance authorizing the renewal of a five year ground lease with Haas-Anderson Construction, Ltd., Corpus Christi, TX, for a 3.89-acre City-owned tract of land located on the former Hala Pit Landfill, next to the City’s vehicle impound yard off of Greenwood Drive, and authorizing an annual rental fee of $9,600.00. (Requires 2/3 vote) Sponsors:Engineering Services O.BRIEFINGS: P.EXECUTIVE SESSION: (ITEM 21) 21.20-1455 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the purchase, exchange, and/or value of property at or near Carancahua Street and Texas Government Code § 551.072 to discuss and deliberate the potential purchase, exchange, and/or value of City-owned real property at or near the aforementioned location(s). Q.IDENTIFY COUNCIL FUTURE AGENDA ITEMS R.ADJOURNMENT Page 5 City of Corpus Christi Printed on 12/7/2020 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, December 1, 2020 Addendums may be added on Wednesday. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 11:34 a.m. Invocation to be given by 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, Everett Roy and Paulette Guajardo participated by video conference. Council Member Michael Hunter participated by telephone conference. Mayor Joe McComb,Council Member Roland Barrera,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:8 - Page 1City of Corpus Christi Printed on 12/3/2020 December 1, 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. The following citizen submitted a written public comment which is attached to the Minutes: Hillary Snedeker, 120 Gulway. CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:F. Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni reported on the following topics: 1) Update on the 2020 bond program. 2) Everhart Road construction project update-April 2021 completion date. 3) Acknowledged the Gas department being recognized by the Texas Municipal League (TML) for 10 years of excellent performance. A Council Member commended City Manager Peter Zanoni and his team for their work on the 2020 bond program. GOVERNMENT ACTIONS RELATED TO CORONA VIRUSa. Director of Public Health District Annette Rodriguez presented the following update on COVID-19: Nueces County COVID-19 cases by months; surveillance of flu illnesses annual comparison of weekly cases; current COVID-19 vaccine facts; different vaccine methodologies; different vaccine methods: biosafety; immune response; RNA vaccine adverse effects in clinical trials: Moderna and Pfizer as of November 20, 2020; typical adverse reactions in vaccines; vaccine plan phase 1 healthcare workers-Tier 1; and phase 1 healthcare workers-Tier 2. Page 2City of Corpus Christi Printed on 12/3/2020 December 1, 2020City Council Meeting Minutes Council Members, Director Rodriguez and City Manager Peter Zanoni discussed the following topics: initially the City will receive about 3,000 to 4,000 vaccinations; hospitals, providers and EMS will receive their vaccines directly; the Health District needs assistance from all providers to provide healthcare to certain communities that are underserved and have limited access to healthcare; dry ice will be needed because vaccine requires ultra-low freezing storage temperature; the CARES money will assist with supplies; the vaccine should be available for seniors at the end of February or early March; and a booster is required 21 days after the COVID-19 vaccination. MINUTES:G. 1.Regular Meetings of November 10, 2020 and November 17, 2020 A motion was made by Council Member Molina, seconded by Council Member Smith that the Minutes be approved. The motion carried by a unanimous vote. BOARD & COMMITTEE APPOINTMENTS: (NONE)H. EXPLANATION OF COUNCIL ACTION:I. CONSENT AGENDA: (ITEMS 2 - 16)J. Consent - Second Reading Ordinances Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. Council members requested that Items 12 and 16 be pulled for individual consideration. A motion was made by Council Member Molina, seconded by Council Member Roy to approve the Consent Agenda with the exception of Items 12 and 16. The motion carried by the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 2.Ordinance amending Chapter 21 of the Corpus Christi Code of Ordinances to establish the Super Bag Collection Service for residential waste collection, following a successful six month pilot program, and to enact a cost recovery fee of $135.00 to be paid at time of bag purchase. This Ordinance was passed on the consent agenda. Enactment No: 032294 Consent - Contracts and Procurement Page 3City of Corpus Christi Printed on 12/3/2020 December 1, 2020City Council Meeting Minutes 3.Motion authorizing the lease-purchase for the replacement of three ambulances from Siddons-Martin Emergency Group, LLC, of Denton, Texas for a five-year total amount of $824,497.42 to be used by the Corpus Christi Fire Department, with FY 2021 funding in an amount of $27,500.00 available from the General Fund. (Requires 2/3 vote) Mayor McComb referred to Items 3 and 4. Council Members, Fire Chief Robert Rocha and Assistant Chief Rick Trevino discussed the following topics: several fire stations will be receiving replacement equipment; the units from the busy stations will be rotated to the slower stations; and there are 14 ambulances available for emergency situations and about seven reserve ambulances. This Motion was passed on the consent agenda. Enactment No: M2020-228 4.Motion authorizing the lease-purchase for the replacement of one aerial fire apparatus and two pumper trucks from Siddons-Martin Emergency Group LLC of Denton, Texas, for a five-year total amount of $3,203,502.78 to be used by the Corpus Christi Fire Department, with FY 2021 funding in an amount of $80,100.00 available from the General Fund. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-229 5.Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $322,000.00 for on-call maintenance and repair services for security access control systems at Water, Wastewater and Gas facilities, effective upon issuance of notice to proceed, with first-year funding in an estimated amount of $161,000.00 available in the FY 2021 Water, Wastewater, and Gas Funds. (Requires 2/3 vote) Mayor McComb referred to Items 5 and 6. A Council Member and City Manager Peter Zanoni discussed the following topics: the Information Technology Department (IT) is going to manage the security at all facilities in coordination with the Police Department. This Resolution was passed on the consent agenda. Enactment No: 032295 6.Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $112,898.00 for on-call maintenance and repair services for security access control systems at City-owned facilities maintained by Asset Management, Page 4City of Corpus Christi Printed on 12/3/2020 December 1, 2020City Council Meeting Minutes effective upon issuance of notice to proceed, with FY 2021 funding in an amount not exceed $42,500.00 available through the Facility and Property Management Fund. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032296 7.Motion authorizing a three-year master service agreement with MCCi, LLC in the amount of $388,993.20 for Laserfiche license support, maintenance and services for records management, effective upon issuance of a notice to proceed with FY 2021 funding in the amount of $129,664.40 available in the Information Technology Fund. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-230 8.Resolution authorizing a purchase with Area Electronics Systems, Inc. in an amount not to exceed $189,257.25 for increased video storage capacity for the Corpus Christi Police Department, with funding in the FY 2021 Corpus Christi Crime Control Fund. This Resolution was passed on the consent agenda. Enactment No: 032297 9.Motion authorizing a five-year service agreement with Grande Communications Networks, LLC in an amount of $90,000.00 for a physical fiber link between the City of Corpus Christi’s geographical limits at Oso Creek and Flour Bluff, effective upon issuance of a notice to proceed, with FY 2021 funding in the amount of $18,000.00 available in the Information Technology Fund. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-231 10.Motion authorizing a one-year supply agreement with Rehrig Pacific Company, for the purchase of refuse and recycling carts for Solid Waste Services in an amount not to exceed $501,858.00; with funding in an estimated amount of $460,000.00 available in the FY 2021 General Fund. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-232 Consent - Capital Projects 11.Motion awarding a construction contract with A. Ortiz Construction & Page 5City of Corpus Christi Printed on 12/3/2020 December 1, 2020City Council Meeting Minutes Paving, Inc. for the Residential Street Rebuild Program-Re-Bid Base Bid C in an amount of $5,513,302.03, located Citywide, with FY 2021 funding available from the Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Funds. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-233 General Consent Items 12.Resolution relating to City of Corpus Christi’s intention to reimburse itself from future issuances of Utility System Revenue bonds in an amount not to exceed $120,000,000 for Utility System expenditures budgeted in the Fiscal Year 2020-2021 Capital Improvement Plan but incurred before the issuance of the bonds. Mayor McComb referred to Item 12. A Council Member and Director of Finance Heather Hurlbert discussed the following topics: this resolution is needed to allow the City to move forward with incurring capital costs and then reimburse itself for these costs with bond proceeds once issued. Council Member Hernandez made a motion to approve the resolution, seconded by Council Member Smith. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 Enactment No: 032298 13.Resolution relating to City of Corpus Christi’s intention to reimburse itself from future issuances of General Obligation bonds in an amount not to exceed $75,000,000 for expenses related to projects included in the voter approved 2020 Bond Election incurred before the issuance of the bonds. This Resolution was passed on the consent agenda. Enactment No: 032299 14.Resolution approving the amended bylaws for the Corpus Christi B Corporation (the “Type B Corporation”) as approved by the Board of Directors of the Type B Corporation on March 16, 2020. This Resolution was passed on the consent agenda. Enactment No: 032300 Page 6City of Corpus Christi Printed on 12/3/2020 December 1, 2020City Council Meeting Minutes 15.Resolution approving the amended bylaws for the Corpus Christi Business and Job Development Corporation (the “Type A Corporation”) as approved by the Board of Directors of the Type A Corporation on March 16, 2020. This Resolution was passed on the consent agenda. Enactment No: 032301 16.Motion approving the 2021 Council Meeting calendar. Mayor McComb referred to Item 16. Council Members, City Secretary Rebecca Huerta and Chief Financial Officer Constance Sanchez discussed the following topics: the September 7th meeting is being requested to comply with Nueces County Tax Assessor's September 10th deadline to provide the City tax rate; and the July 13, 2021 meeting was proposed to be canceled because of the City holiday on July 5th, which is the week that the agenda material is usually provided. Council Member Hernandez made a motion to approve the resolution, seconded by Council Member Molina. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 Enactment No: M2020-234 RECESS FOR LUNCHK. PUBLIC HEARINGS:L. FIRST READING ORDINANCES: (ITEMS 17 - 19)M. 17.Ordinance designating Frost Bank as the depository for the City’s municipal funds pursuant to Chapter 105, Local Government Code; and authorizing the City’s Chief Financial Officer to execute a five-year depository services contract to commence on January 1, 2021. (Requires 2/3 vote) Mayor McComb referred to Item 17. Council Members, Director of Finance Heather Hurlbert and City Manager Peter Zanoni discussed the following topics: there were only three respondents to the Request for Proposal (RFP); and the matrix does not include a pricing comparison sheet for the other two banks. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and Page 7City of Corpus Christi Printed on 12/3/2020 December 1, 2020City Council Meeting Minutes approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 18.Ordinance Approving the Tax Increment Reinvestment Zone #3 (Downtown) Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas. Mayor McComb referred to Item 18. Director of Finance Heather Hulbert discussed the following topics: this Ordinance approves the Fifth Amendment to the Tax Increment Reinvestment Zone #3 Amended Project and Financing Plan which will incorporate implementation of programs introduced in FY2020 for more aggressive incentives based upon the remaining rehabilitation hurdles and economics. There were no comments from the Council. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 19.Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55-50 (a)(2)e regarding Resale Treated Water Rates to wholesale customers outside of City limits; effective January 1, 2021 with no rate increase. Mayor McComb referred to Item 19. Director of Water Utilities Kevin Norton presented information on the following topics: Public Agencies for Resale (PAR); wholesale water customers; summary of rate changes; and breakdown of changes. Council Members, Director Norton, Assistant Director of Support Services Reba George, City Manager Peter Zanoni and City Attorney Miles Risley discussed the following topics: there was a significant increase on raw water, but the treatment cost went down; when you sell more water the rates come down; the drought surcharge does not impact these rates because it is based on actual consumption; the City is not allowed to make a profit on the sale of water; and in the future, this code amendment will be considered during the budget process. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and Page 8City of Corpus Christi Printed on 12/3/2020 December 1, 2020City Council Meeting Minutes approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 BRIEFINGS:N. EXECUTIVE SESSION: (ITEM 20)O. Mayor McComb referred to Executive Session Item 20. The Council went into Executive Session at 12:51 p.m. The Council returned from Executive Session at 1:32 p.m. 20.Executive Session pursuant to Section Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the purchase, exchange, and value of property south of Yorktown near Oso Creek and Oso Bay, property along La Volla Creek, property between Safety Steel Drive, Oso Creek, and a line extending south from the intersection of Yorktown and Rodd Field Road, and Texas Government Code § 551.072 to discuss and deliberate the potential purchase, exchange, and/or value of the aforementioned areas of real property. This E-Session Item was discussed in executive session. IDENTIFY COUNCIL FUTURE AGENDA ITEMSP. Mayor McComb referred to Identify Future Agenda Items. No future items were discussed or identified. ADJOURNMENTQ. This meeting was adjourned at 1:34 p.m. Page 9City of Corpus Christi Printed on 12/3/2020 DATE: December 8, 2020 TO: Honorable Mayor and City Council CC: Peter Zanoni, City Manager FROM: Kimberly L. Houston, City Auditor – Interim CityAuditor@cctexas.com (361) 826-3661 CAPTION: One-reading Ordinance to approve the Calendar Year 2021 Annual Audit Plan to be implemented by the City Auditor’s office. SUMMARY: In accordance with Code of Ordinance Chapter 12 ½ City Auditor, this request is for the approval of calendar year 2021 Annual Audit Plan. BACKGROUND AND FINDINGS: This plan was developed based on areas considered to be of highest risk to the City with input from the Mayor and City Council. Chapter 12½ Section 2(h) of the City Code of Ordinance requires the City Auditor to submit an annual audit plan to the Audit Committee for review and comment prior to submitting to the full City Council for approval. The proposed audit plan was approved by the Audit Committee on October 13, 2020. ALTERNATIVES: City Council could revise this plan by adding or removing audit projects. 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 recommends approval of the ordinance of the calendar year 2021 annual audit plan as presented. One reading Ordinance to Approve the CY2021 Annual Audit Plan AGENDA MEMORANDUM Action Item for the City Council Meeting December 8, 2020 LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A – 2021 Annual Audit Plan One reading Ordinance to approve the Calendar Year 2021 Annual Audit Plan to be implemented by the City Auditor's Office Whereas, Section 12 ½ -2 (h) (1) of the City Code of Ordinances requires that no less than thirty (30) days prior to the beginning of each calendar year, the City Auditor shall submit an Annual Audit Plan to the City Council through the Council Audit Committee for review and comment; Whereas, the City Council Audit Committee reviewed and approved the CY2021 Annual Audit Plan at its meeting on October 13, 2020; Whereas, the City Council Audit Committee shall forward the Annual Audit Plan to the City Council for City Council review and final approval; Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. That the City Council has reviewed and does approve the CY2021 Annual Audit Plan, copy attached as Exhibit A. Section 2. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the ______ day of _______, 2020. ATTEST:CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor day of , 2020 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Joe McComb Mayor Council Members The above ordinance was passed by the following vote: Joe McComb Roland Barrera Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith Item No. Department Audit Area Audit Objective A1 Aviation On‐Airport Rental Car Concession and Lease Is the On‐Airport Rental Car Concession and Lease Agreement being adhered to by the rental car agency? A2 Solid Waste Hauler Remittance of Municipal Solid Waste System Service Charge (MSWSSC) Are the haulers remitting the MSWSSC as required by ordinance? F1 Parks and Recreation Tennis Center Revenue Collection Evaluate status of prior audit recommendations F1 Finance & Business Analysis Contract Management ‐ Corpus Christi Convention and Visitor's Bureau Evaluate status of prior audit recommendations SP20‐001 Water Utilities Department Mustang Hollow Contract Is the City receiving 8% of all revenue generated each quarter from Kamping Pleasures, Inc.? A1 Pandemic Expenditure Monitoring (audit project series)Various topics1 A5 Utilities and Gas Department Field Operations Are sufficient controls in place to ensure adequate responsiveness to work order requests for meter, register, and other equipment essential to utility billing? F1 Aviation Rental Car Agencies Evaluate status of prior audit recommendations F2 Development Services Funding for Developer Agreements Evaluate status of prior audit recommendations AU17‐004 & AU17‐005 Parks and Recreation Revenue Are sufficient controls in place for all revenue collections? AU17‐003 City‐wide Contract Administration Are departments and contractors in compliance with major expenditure contract terms? A8 Housing and Community Development Assistance Programs Are sufficient controls in place over the accounts receivable function of various assistance programs? A9 Police Department Property Room Are sufficient controls in place over the evidence and property room function? CA Unannounced Cash Counts Are cash funds intact? PC Procurement Card Reviews Is the p‐card holder's purchases made in accordance to procurement policies and procedures? FR City Auditor Hotline Investigations Investigate allegations of fraud, waste, or abuse. SP Audit Committee Special Requests Allow time for special requests approved by the Audit Committee LEGEND In progress New projects 1Various topics to promote transparency, oversight, prevent and detect fraud, waste and abuse, mismanagement and mitigate major risks using guidance from the Pandemic Response Accountability Committee (PRAC), the oversight body enacted by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Exhibit A Other Projects 2020 2021 City Auditor's Office CY2021 Annual Audit Plan Project Carryovers 2019 2018 2017 DATE: December 4, 2020 TO: Peter Zanoni, City Manager FROM: Tammy Embrey, Director Intergovernmental Relations tammye@cctexas.com 361-826-3622 Lisa Aguilar, Senior Assistant City Attorney lisaa@cctexas.com 361-826-3378 Bobby Harraid. Property and Land Acquisition Manager bobbyh2@cctexas.com 361-826-3515 CAPTION: Ordinance authorizing the Second Amendment to the Land Exchange Agreement authorizing the closing on the conveyance of City properties totaling approximately 40 acres and a restrictive easement over 5 acres to the United States of America acting by and through the Department of the Navy in exchange for the Navy property formerly known as the Peary Place Transmitter Site which is an approximately 44 acre site near 8401 South Padre Island Drive SUMMARY: The City worked to pass legislation in the 2018 National Defense Authorization Act that provided a process allowing the City to transfer city owned properties in clear zones surrounding Truax, Cabaniss and Waldron Fields to the Navy in exchange for a 44 acre parcel known as Peary place. Per the legislation on September 17, 2019, the Corpus Christi City Council approved Resolution 031864 authorizing execution of the Land Exchange Agreement with the United States of America acting through its Department of the Navy regarding exchange of approximately 44 acres of Navy property for City properties totaling approximately 40 acres. BACKGROUND AND FINDINGS: The United States Congress has authorized the Secretary of the Navy the authority to convey certain real property to the City in exchange for real property interests owned by the City of Corpus Christi that are causing an encroachment concern, as determined by the Secretary of the Navy, at NASCC Truax, Cabaniss, and Waldron fields pursuant to certain terms and conditions more Ordinance authorizing Second Amendment to the Land Exchange Agreement and authorizing the closing of Land Exchange with the United States of America acting by and through the Department of the Navy AGENDA MEMORANDUM One Reading Ordinance for the City Council Meeting December 8, 2020 fully set forth in the National Defense Authorization Act for Fiscal Year 2018, signed by the President of the United States. The U.S. Navy will exchange a 44-acre parcel, Peary Place, that is currently used as a recreational field. The City acquired the parcels in this transaction beginning in the mid-1980s to ensure that no incompatible development occurred in the clear zones surrounding our Naval Air Training Fields. Appraisals of all properties have been finalized in accordance with the special legislation and no equalization of value is needed from the City to complete this transaction. All title history conflicts/restrictions have been resolved to the satisfaction of the US Navy and the US Government is prepared to accept the City-owned property in exchange for the City accepting the Peary Place Transmitter site. Next steps: Prior to closing the Navy is submitting a work order to complete needed cleanup of the property. Peary Place has an existing youth sports league tenant that uses a portion of the property for a youth sports league. In the past the youth sports league had used a larger portion of the property and there is various abandoned equipment that needs to be removed from the property before we close the transaction. In order to prepare the Peary Place property to be maintained according to city standards, we may need to do some additional cleanup and preparation before the Parks and Recreation department assumes maintenance. There is additional budget remaining in the Council authorization for the transaction to cover this cost. ALTERNATIVES: An alternative would be to not finalize this transaction. Staff recommends that the City moves forward with the transaction which will allow for the City to eliminate costs for the unusable properties that are being transferred to the U.S. Navy and obtain property that can be used for recreational or other purposes to be determined after the transaction is complete. FINANCIAL IMPACT: Council authorized spending up to $500,000 to for the professional services needed to finalize this transaction. To date, approximately $205,000 has been spent or encumbered with final closing costs estimated to be approximately $38,000. These expenditures are funded from the remaining balance in the Texas Military Revolving loan fund as approved by Council September 17,2019. Land acquisition transactions to ensure land use compatibility around our military installations is an eligible use of this fund. In order to prepare the Peary Place property to be maintained according to city standards, we may need to do some additional cleanup and preparation before the Parks and Recreation department assumes maintenance. There is additional budget remaining in the Council authorization for the transaction to cover this cost. Funding Detail: Fund: 3543 Organization/Activity: Not applicable Mission Element: Not applicable Project # (CIP Only): E17066 Account: Land and Right-of-Way CIP (550701) RECOMMENDATION: Staff recommends that Council approves the ordinance to authorize closing of the Land Exchange agreement with the Navy. LIST OF SUPPORTING DOCUMENTS: Ordinance Aerial Visuals of properties in the transaction. Second Amendment to the Land Exchange Agreement Exhibit D_Peary Place Land Exchange Summary of Values Restrictive Easement One reading Ordinance authorizing the Second Amendment to the Land Exchange Agreement and authorizing the closing on the conveyance of City properties totaling approximately 40 acres to the United State of America for benefit of Department of the Navy in exchange for the Navy property formerly known as the Peary Place Transmitter Site which is an approximately 44 acre site near 8401 South Padre Island Drive; with City properties to be conveyed generally described as follows: tracts totaling approximately 23 acres near Saratoga and Ayers; tracts totaling approximately 16 acres near Ayers and Saratoga; tracts totaling approximately 1 acre at or near 200 block of Anchor Street; tracts totaling approximately 1 acre tract at or near 800 block of Green Bay Dr.; an approximately 1 acre tract at or near 600 block of Mediterranean Dr.; and a restrictive easement over an approximately 5 acre tract described as Lot 1 Block 1 Fire Station 18 tract at or near 6200 block of Ayers Street Whereas, by Resolution 031864 approved on September 17, 2019, the Corpus Christi City Council authorized execution of the Land Exchange Agreement with the United States of America acting by and through its Department of the Navy regarding exchange of approximately 44 acres of Navy property for City properties totaling approximately 4 0 acres; Whereas, the Land Exchange Agreement required the parties to obtain surveys , title information, and environmental reports necessary prior to closing on the transaction; Whereas, Section 10 of the Land Exchange Agreement provided as follows: “Subject to satisfaction of the conditions to closing and other terms and conditions of this Agreement, as set forth herein, the closing of the Land Exchange (“Closing”) shall occur on a date or dates mutually and reasonably designated by the Parties, time being of the essence, following Secretary of the Navy approval of this land exchange (“Closing Date” or “Date of Closing”). The Closing shall require the additional separate approval of the Corpus Christi City Council of an Ordinance to authorize the City Manager to execute all documents necessary to convey the City Property to the Government; said ordinance will be a required exhibit for each real property interest conveyance document. The Closing shall take place at such location as the Parties reasonably determine. Possession shall be delivered on the Closing Date. Nothing in this Agreement precludes the Parties from closing on the Properties on different dates, if mutually agreeable.” Whereas, the parties have completed all tasks necessary to complete the land exchange transactions as outlined in the Land Exchange Agreement and desire to close on the land exchanges; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or his designee is authorized to execute the Second Amendment to the Land Exchange Agreement. A copy of the Second Amendment is to be filed with the Office of the City Secretary. SECTION 2. That the City Manager or his designee is authorized to execute all documents necessary to close on the conveyance of the following tracts of City property to be conveyed by special warranty deed to the United States of America for benefit of the Department of the Navy in exchange for the Navy property tract referred to herein as the former Peary Place Transmitter Site property located at or near 8401 South Padr e Island Drive (“Navy Property”). The City property (“City Property”) to be conveyed by special warranty deed is described as follows: Tracts totaling approximately 23 acres near Saratoga and Ayers detailed below as “Group A”; two tracts totaling approximately 16 acres near Ayers and Saratoga detailed below and described herein as “Group B”; two tracts totaling approximately 1 acre on Anchor Street detailed below and described herein as “Group C”; two tracts totaling approximately 1 acre on Green Bay Dr. detailed below and described herein as “Group D”, and one tract approximately 1 acre on Mediterranean Drive detailed below and described herein as “Group E”), In addition, the City Property to be conveyed includes a restrictive easement over approximately 5.148 acres located appurtenant to the Group B property, detailed below and described herein as the Third Tract of the Group B property. SECTION 3. That the “Group A” property is generally located near Ayers and Saratoga, and is an approximately 23.24 Acre Tract, out of Lots 3 and 4, Section 7, Bohemian Colony lands, a map of which is recorded in Volume A, Page 48, of the Map Records of Nueces County, Texas, being an approximately 10.19 Acre Tract comprised of all of Lots 10, 11, and 13-24, with portions of Lots 4-9, and 12, Block 10, Saratoga Place, a map of which is recorded in Volume 50, Page 140, of the said Map Records, and a n approximately 4.71 Acre Tract including all of Lots 1-7, and a portion of Lots 8-11, Block 11, Saratoga Place, a map of which is recorded in Volume 50, Page 141, of the said Map Records, as described in a Warranty deed from H.T. Bailey and Mark Bratton to the City of Corpus Christi, as recorded in Document Number 424672, of the Deed Records of the said county, also an approximately 8.199 Acre Tract out of the said Section 7, as described in a Warranty Deed from Cardco, Inc. to the City of Corpus Christi, and recorded in Document Number 634916, of the said Deed Records; SECTION 4. That the “Group B” property is generally located near Ayers and Saratoga and is composed generally of three tracts: FIRST TRACT: An approximately 15.47 Acre Tract, out of Lot 5, Section 8, Bohemian Colony lands, a map of which is recorded in Volume A, Page 48, of the Map Records of Nueces County, Texas, being a portion of a 20.598 Acre Tract as described in a Warranty Deed from Byron Jackson Gierhart, Paula Jackson Gierhart Heldenfels and Martha Gierhart Spear to the City of Corpus Christi, recorded in Volume 2006, Page 810-816, of the Deed Records of Nueces County, Texas, SAVE AND EXCEPT Lot 1 Block 1, Fire Station 18 Tract, a map of which is recorded in Volume 68, Page 924, of the said Map Records; SECOND TRACT: Approximately 0.0371 acres to be surveyed out of 1614 square feet described by metes and bounds in Quitclaim Deed dated May 17, 1984 from Hank Olson Builder Inc. recorded at File No. 380964 Volume 1922, Page 125, Deed Records of Nueces County, Texas; and THIRD TRACT: Restrictive Easement Estate: appurtenant to First Tract, over the following described area: LOT ONE (1), BLOCK ONE (1), FIRE STATION 18 TRACT, City of Corpus Christi, Nueces County, Texas, according to the established map or plat thereof recorded in Volume 68, Page 924, Map and Plat Records of Nueces County, Texas. SECTION 5. That the “Group C” property is generally located on Anchor Street and is composed generally of two tracts: TRACT I: An approximately 0.6644 Acre Tract, comprising of portions of Lots 5 and 6, Block 6, J.M. Webb Subdivision, a map of which is recorded in Volume 8, Page 9, Map Records of Nueces County, Texas, being the some land as referenced in a Warranty Deed from Nancy L. Harrison to the City of Corpus Christi, recorded in Volume 1529, Page 342, Deed Records of Nueces County, Texas, also being portions of Lot 4, Block 6, of the said J.M. Webb Subdivision and Lot 5A, Block 6, J.M. Webb Subdivision, a map of which is recorded in Volume 34, Page 18, of the said Map Records, being the same land as referenced in a Warranty Deed from Thomas Irrera and Dora M. Irrera to the City of Corpus Christi, recorded in Volume 1522, Page 1034, of the said Deed Records; TRACT II: An approximately 0.1148 Acre Tract, comprising of portions of Lots 2-3, Block 6, J.M. Webb Subdivision, a map of which is recorded in Volume 8, Page 9, Map Records of Nueces County, Texas, being the same land as referenced in a Warranty Deed from James W. Hensley and Katie Hensley to the City of Corpus Christi, as recorded in Volume 1520, Page 993, Deed Records of Nueces County, Texas. SECTION 6. That the “Group D” property is generally located on Greenbay Dr. and is composed generally of an approximately 0.2937 acre tract, being al of Lot Forty Four (44) and Forty Five (45), Block Ten (10), Flour Bluff Park, a map of which is recorded in Volume 7, Page 52 Map Records of Nueces County, Texas, being the same land as referenced in a Warranty Deed from Marie Louisa Nieto to the City of Corpus Christi, recorded in File No. 817415, Official Public Records of Nueces County, Texas; save and except a 0.032 Acre Tract, referenced as Parcel No. 107B and described in Declaration of Taking Maria Nieto; et al, to the United States of America, recorded in Civil No. C -91- 63, United States District Court, Southern District of Texas, Corpus Christi Division, also referenced as Final Judgment of Condemnation, recorded in Document Number 863182, Official Public Records of Nueces County, Texas. SECTION 7. That the “Group E” property is generally located at or near 600 block on Mediterranean Dr. and is composed generally of 0.7895 acres, more or less, designated "Park" , Caribbean Place Unit 3, City of Corpus Christi, Nueces County, Texas, according to the map or plat thereof recorded in Volume 41, Pages 1 68-169, Map and Plat Records of Nueces County, Texas. The Group E property consists of City park formerly known as Caribbean Park for which park sale was authorized by the voters on November 4, 2014 per Resolution Number 030211 and Ordinance Numbers 030253 and 030328. SECTION 8. That the City Manager or designee is authorized to execute all documents to exchange the City Property described in Sections 2 through 7 herein for the Navy Property to be conveyed to the City by Quitclaim Deed for the Navy property formerly known as the “Peary Place Transmitter Site Property which property is located at or near 8401 South Padre Island Drive with legal description as follows : 44.54 acre tract, (1,940.057 square feet) out of Lots 4, 5, 6, 7, 14 and 15 , Section 31, Flour Bluff and Encinal Farm and Garden Tracts a map of which is recorded in Volume A, Pages 41 -43 of the Map Records of Nueces County, Texas, portions of that Land conveyed by three separate Warranty Deeds from Ernest Poenish et al and Robert Poenish et al to the United Stated of America, as recorded in Volume 268, Pages 595 -596, 596-597, and 597- 598, Deed Records of Nueces County Texas, Save and Except a 87.933 Acre Tract (Tract 10 and a 4.720 Acre Tract (Tract 2) conveyed from the United States of America to John L. Tompkins and recorded in Volume 966, Pages 228 -233 of the said Deed records . SECTION 9. The City Manager or designee is authorized to take all actions necessary including execution of all required documents to close on the land exchange transactions to exchange the City Property (Group A, Group B, Group C, Group D, and Group E properties described herein) for the Navy Property described herein, on closing dates mutually agreeable with the authorized representative of the Uni ted State of America acting for the benefit of the Department of the Navy. The City Manager is authorized to approve corrections to the legal descriptions that are necessary to accurately reflect the properties being exchanged. SECTION 10. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the ______ day of _______, 2020. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor day of , 2020 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Joe McComb, Mayor Council Members The above ordinance was passed by the following vote: Joe McComb Roland Barrera Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith Amendment 2 N69450-20-RP-00010 1 SECOND AMENDMENT TO THE LAND EXCHANGE AGREEMENT BY AND BETWEEN THE CITY OF CORPUS CHRISTI, A POLITICAL SUBDIVISION OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA AND ITS ASSIGNS, ACTING BY AND THROUGH THE DEPARTMENT OF THE NAVY DATED 24 SEPTEMBER 2019 This Second Amendment to the Land Exchange Agreement by and between the City of Corpus Christi, a political subdivision of the State of Texas, (CITY) and the United States of America and its Assigns, acting by and through the Department of the Navy, (the “GOVERNMENT” or “DEPARTMENT OF THE NAVY” or “NAVY”) Contract Number N69450-20-RP-00010 dated September 24, 2019 (the “Agreement”) hereby amends the Agreement as follows: 1. Insert the following as Paragraph 3.2.1.: “3.2.1. Agricultural Leases. CITY has two annual (one year) agricultural leases in place on City Property. Since February 25, 2003, CITY has leased, on an annual basis, a portion of the Group A properties to a Nueces County resident solely for agricultural purposes. Similarly, since February 25, 2003, CITY has leased, on an annual basis, a portion of the Group B properties to a different Nueces County resident solely for agricultural purposes. CITY confirms the most recent renewal agreements for both agricultural leases will contain a provision noting there are no further renewals of the leases beyond October 31, 2021 so long as the leased property is conveyed to the GOVERNMENT on or before October 31, 2021. Upon closing, CITY will transfer the two agricultural leases to GOVERNMENT, and GOVERNMENT agrees to accept them. CITY and GOVERNMENT agree the rent will be pro-rated based on the date of closing.” 2. Insert the following as Paragraph 3.2.2: “3.2.2. No cash equalization payment. GOVERNMENT and CITY agree the value of the Navy Property is Three Million, Two Hundred Sixty Thousand dollars and no cents ($3,260,000) and the value of the City Property is Three Million, Four Hundred Fifty Three Thousand, Nine Hundred Thirteen dollars and no cents ($3,453,913), as further delineated in Exhibit D, attached hereto and incorporated herein by reference. Therefore, as set forth in the Legislation, Exhibit A, there is no cost equalization payment.” Amendment 2 N69450-20-RP-00010 2 3. Delete the existing paragraph 6.4 and replace it with the following: “6.4 Environmental Covenant with Respect to Replacement Navy Property. The City shall include in its Special Warranty Deeds to the GOVERNMENT for the City Property an environmental covenant, Exhibit C, attached hereto an incorporated herein by reference. Evidence of the CITY’s authority to provide such covenant must be provided to GOVERNMENT. 4. Insert the following as Paragraph 10.2 “10.2. Escrow closing. Due to the COVID-19 pandemic, GOVERNMENT and CITY agree this will be an escrow closing with the title company contracted by CITY collecting all of the real property interest conveyance documents, whether deeds or restrictive easements, recording said documents in the land records of Nueces County, Texas, and issuing GOVERNMENT Texas Land Title Association (TLTA) U.S. Policy Form T-12 (Endorsement) U.S.A. Owners Title Policy for each real property interest conveyed to GOVERNMENT in an amount equal to the real property interest conveyed. 5. Insert the attached Exhibit D to the Land Exchange Agreement. 6. Insert the following on the LIST OF EXHIBITS: “Exhibit D: Property Valuation Spreadsheet” Except as amended hereby, the Agreement shall remain in full force and effect as originally executed. [SIGNATURES ON FOLLOWING PAGE] Amendment 2 N69450-20-RP-00010 3 NOW THEREFORE, CITY and NAVY have executed this Second Amendment to the Agreement with an effective date of _____ day of ____________, 2020. CITY OF CORPUS CHRISTI a political subdivision of the State of Texas, acting by and through its duly authorized City Manager or designee _________________________________ Name: Title: ATTEST: _________________________________ Rebecca Huerta City Secretary UNITED STATES OF AMERICA By: ____________________ Michael A. Brooks Real Estate Contracting Officer Naval Facilities Engineering Command Southeast CABANISS NASCC WALDRON EXHIBIT B LOCATION MAP LAND EXCHANGE PROPERTIES GROUP A & B GROUP C GROUP D GROUP E PEARY PLACE – 44 ACRES $1,609,908 $1,677,724 $61,464 $28,315 $18,238 $55,032 $3,232 $3,453,913 Value of property from City of Corpus Christi $3,260,000 Value of Peary Place Tx Site $193,913 Difference in value** ** Statute states if the value of City owned property is greater than the value of the Peary Place (Navy property), the Navy shall not make a cash equalization payment to equalize the values. Value of Group B Parcel 125-A Value of Group A WITHOUT Deed Restrictions Value of Group B Value of Group C, Parcel A Value of Group C, Parcel B Value of Group D Value of Group E N69450-20-RP-00010 EXHIBIT D N69450-20-RP-00010 EXHIBIT D Exhibit D DATE: December 3, 2020 TO: Peter Zanoni, City Manager THRU: Michael Rodriguez, Chief of Staff michaelrod@cctexas.com (361) 826-3732 FROM: Jeff H. Edmonds, P.E., Director of Engineering Services jeffeye@cctexas.com (361) 826-3851 Eyvon McHaney, Director of Human Resources eyvonmc@cctexas.com (361) 826-3979 CAPTION: One reading Ordinance authorizing the sale and conveyance of the City’s former Fire Station #1 located at 209 S. Carancahua Street within TIRZ #3 (Downtown) with approximately 0.86 acres of land to TG110, Inc., in an amount of $325,000.00 for future use as affordable housing. SUMMARY: This ordinance sells and conveys the former Fire Station #1 on a 0.86-acre tract of City owned land to TG 110, Inc. for their use in the future development of affordable housing. BACKGROUND AND FINDINGS: The decommissioned Fire Station #1 was constructed in 1940 and is located along the west side of S. Carancahua St. and the east side of Tancahua St., north of Kinney Street. It is a two-story building that was designed to function as a fire station and includes a no longer used five-story training tower and garage. Currently, the property primarily is used as a storage facility for extra fire and EMS apparatus. The facility resides on approximately 0.86 acres of land. The City does not intend to rehabilitate or reconstruct for any use. The City ordered an appraisal of the property. The appraisal was conducted by Smith, Kirkpatrick & Klager, LLC. on November 18, 2020 and the property has an appraised value of $325,000.00. The appraisal also determined the building contains Sale and Conveyance of Former Fire Station #1 to TG 110, Inc. AGENDA MEMORANDUM Action Item for the City Council Meeting of December 8, 2020 asbestos and is dilapidated. The building largely has been abandoned and is aesthetically unpleasing for the community. This property was previously approved by Bond 18 to be demolished or rehabilitated but the allocated monies will be used instead to build a new storage facility for fire trucks and equipment on the grounds of Fire Station 18. TG 110, Inc. has requested to purchase the property for a future affordable housing development. TG 110, Inc. is a local 501(c)(3) non-profit low-income housing developer affiliated with Prospera. TG 110, Inc. is the controlling owner of seven multi-family properties in Corpus Christi. These seven properties have 653 units affordable to households with incomes at or below 60 percent of the area median income which is $39,960 for a family of four. There are an additional three properties with 221 affordable units (169 units at 60 percent and 52 units at 80 percent) under construction in Corpus Christi at Casa de Manana Apartments, Village at Greenwood and Village at McArdle . All TG 110, Inc. property obligations are guaranteed by Housing & Community Services, Inc., dba Prospera Housing Community Services. In Corpus Christi, Prospera Housing Community Services owns 180 units affordable to households under 60 percent of the area median income. Prospera Housing Community Services manages an additional 176 affordable units in the region. Together these organizations serve 1,230 low-income Corpus Christi families. The subject property is intended to be used by TG 110, Inc. as the site for a low-income housing tax credit development. TG 110, Inc also has additional property at Tancahua Street under contract for this development. The $13 million to $18 million affordable housing development project will include a minimum of 60 units and is to remain as an affordable housing project for a minimum of 20 years. The buyer will be required to provide an earnest deposit in an amount of $6,500.00 and will be responsible for brokerage fees. The intended use of the property is also in line with the appraisal recommendation best use as a multi-family residential development. The property is in a reinvestment zone and is to be utilized for affordable housing, and therefore, exempt from notice and bidding requirements. The buyer is required to complete the purchase by August 2022 and the City of Corpus Christi has the option to cancel the purchase contract if low-income housing tax credits are not awarded to the project by December 31, 2021. Additionally, TG 110, Inc will be responsible for demolition and the environmental clean up of the property. The Executive Director of the Downtown Management District is in support of this project. ALTERNATIVES: Allowing this land to be conveyed to TG 110, Inc. provides for a more efficient use of the property. The property is no longer needed for its original use. The City can choose to not sell the property, but it will remain vacant and there is no intention to reuse the facility. FISCAL IMPACT: The City ordered an appraisal of the property. The appraisal was conducted by Smith, Kirkpatrick & Klager, LLC. on November 18, 2020 and the property has an appraised value of $325,000.00. The fiscal impact is revenue payment to the City in an amount of $325,000.00 to be deposited into the General Fund. The developed property will be placed back on the property tax rolls at 50% of its value based on State Tax Law on affordable housing. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11020 General Governmental Revenue Mission Element: 888 Revenue Project # (CIP Only): Account: 343590 Sale of Scrap/City Property RECOMMENDATION: City staff recommends approval of the Ordinance for the sale and conveyance of City property at 209 S. Carancahua Street to TG 110, Inc for the purpose of site redevelopment into an affordable housing project. LIST OF SUPPORTING DOCUMENTS: Ordinance Agreement Appraisal One reading Ordinance authorizing the sale and conveyance of the City’s former Fire Station #1 located at 209 S. Carancahua Street and within TIRZ #3 (Downtown) with approximately 0.86 acres of land to TG110, Inc., in an amount of $325,000.00 for the future use as affordable housing. Whereas, in accordance with Section 272.001(g) of the Texas Local Government Code, the City Council may sell, exchange, or otherwise convey land owned by the Municipality to a developer for the development of an affordable housing project without following the notice of sale and public bidding requirements set out in Section 272.001 of the Texas Local Government Code; Whereas the City owns a .86 acre tract of land, more particularly described as Lots 2, 3, 4, 11, 12 and 13, Block 5, South Bluff, Corpus Christi, Nueces County, Texas at 209 South Carancahua Street which was formerly used as an EMS Training Facility, but has been closed for many years; Whereas, TG 110, Inc., a Texas Non Profit Corporation desires to purchase the City’s 0.86 acres of land at 209 South Carancahua, Corpus Christi to combine with other land that will be developed by TG 110, Inc. as an Affordable Housing Project pursuant to the terms of a Purchase and Sale Agreement with the City. Whereas, said Purchase and Sale Agreement specifically authorizes TG 110, Inc. to contract with the City for the purchase of the City’s 0.86 acres of land at 209 S. Carancahua, subject to terms of the Purchase and Sale Agreement; Whereas, this Agreement is also authorized pursuant to Section 272.001(g) of the Texas Local Government Code based upon Buyer’s agreement to acquire the Property for the development of low-income or moderate-income housing as required by such statute; Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. The City Manager or designee is authorized to execute all documents necessary to sell an approximately .86 acre tract of land at 209 South Carancahua Street encompassing all or some of Lots 2, 3, 4, 11, 12 and 13, Block 5, South Bluff, Corpus Christi, Nueces County, Texas to TG 110, Inc. in exchange for $325,000. The documents shall require that the City land be restricted for development of low income or moderate-income housing. Section 2. Upon written request of the Mayor or five City Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an e mergency measure on this ____________day of December, 2020. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor ______ day of , 2020. Corpus Christi, Texas _________ day of ___________________, ______ TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, _________________________ _________________________ __________________________ _________________________ Joe McComb Mayor _________________________ _________________________ Council Members The above ordinance was passed by the following vote: Joe McComb Roland Barrera __________________ Paulette M. Guajardo Gil Hernandez __________________ Michael Hunter Ben Molina Everett Roy Greg Smith 37 181 37 37 181 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES FORMER FIRE STATION #1 LOCATION MAP NOT TO SCALE VICINITY MAP NOT TO SCALE FORMER FIRE STATION #1 FORMER FIRE STATION #1 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES AERIAL MAP NOT TO SCALE FORMER FIRE STATION #1 (209 S. CARANCAHUA ST.) FORMER FIRE STATION #1 (209 S. CARANCAHUA)CARANCAHUA ST.TANCAHUA ST.KINNEY ST. COOPERS ALLEY REAL ESTATE APPRAISAL REPORT EMS TRAINING FACILITY 209 S. CARANCAHUA STREET CORPUS CHRISTI, TEXAS 78401 DATE OF VALUE November 18, 2020 PREPARED FOR City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 PREPARED BY SMITH, KIRKPATRICK & KLAGER, LLC EIN #61-1706475 December 2, 2020 C-20-116 Re: EMS Training Facility 209 S. Carancahua Street, Corpus Christi, Texas Dear Mr. Harraid: At your request, we have prepared an Appraisal in a Summary Report format pertaining to land and improvements located at 209 S. Carancahua Street, Corpus Christi, Texas. The purpose of this report is to provide an opinion of the Market Value of the fee simple estate interest in the property as of November 18, 2020, the date of inspection and the effective date of the appraisal. The value opinion represents the “As Is” value. The subject property was constructed as a fire station in 1940, located along the west side of S. Carancahua St. and the east side of Tancahua St., north of Kinney Street. A complete description of the property is included in the accompanying sections of this report. We certify that we have no present or contemplated future interest in this property beyond the opinions of value. Our report is based on estimates, assumptions and other information developed from our research of the market, knowledge of the industry, and meetings during which certain information was provided to us. The sources of the information and basis of the estimates and assumptions are stated in the appropriate sections of this report. Under the terms of this engagement, we have no obligation to revise this report to reflect events or conditions which occur subsequent to the date of this report. As a result of our investigation and analysis, it is our opinion that the “As Is” Market Value of the fee simple estate interest of the property as of November 18, 2020, is: THREE HUNDRED TWENTY FIVE THOUSAND DOLLARS $325,000 This appraisal report has been prepared in accordance with the requirements of the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation. This report is intended for the use of the City of Corpus Christi for asset review purposes. It is not intended for any other use or users. The date of value in this assignment is subsequent to emergency declarations regarding the Coronavirus (COVID-19) in March 2020. The scope of this appraisal assignment does not include the measurement of any effect of these events on the real estate market or on the value of the subject property. Therefore, the value opinion and other conclusions expressed in this report are subject to the extraordinary assumption that these events have had no effect on the marketability or market value of the subject property. The client and intended users of this appraisal are cautioned that if this extraordinary assumption is incorrect, the value opinion and other conclusions expressed in this report could be significantly different. Our analyses and conclusions are contained in the accompanying report, and are subject to the definitions, assumptions, and limiting conditions expressed in this report. Our compensation is not contingent upon an action or event resulting from the analysis, opinions, or conclusions in, or the use of this report. Neither the whole nor any part of this report or any reference thereto may be included in any document, statement, or circular, without Smith, Kirkpatrick, & Klager’s prior written approval of the form and context in which it will appear. Thank you for this opportunity to be of service. Sincerely, Adam Klager Certified General Real Estate Appraiser TX-1324850-G 2 CERTIFICATION The Appraiser(s) certifies and agrees that: 1.To the best of the Appraiser's knowledge the statements of fact contained in this report are true and correct, and that no important facts have been overlooked or withheld from the report. 2.The reported analyses, opinions, and conclusions are limited only by the reported Assumptions and Limiting Conditions included in this report, and are the Appraiser's personal unbiased professional analyses, opinions, and conclusions. 3.I certify that I have no present or prospective interest in the property that is the subject of this report, and I have no personal interest or bias with respect to the parties involved. Further, I have no outside interest which could influence my estimate of value, nor is my compensation contingent on an action or event resulting from the analysis, opinions, or conclusions in, or the use of, this report. 4.The Appraiser's compensation is not contingent on an action or event resulting from the analyses, opinions, or the conclusion in, or the use of, this report. 6.The values expressed in this report are not based in whole or part upon race, color, or national origin of the current/prospective owners or occupants. 8.The Appraiser, Adam Klager, personally observed the subject property. 9.The use of this report is subject to review by duly authorized representatives of the professional appraisal organizations of which the Appraiser is affiliated. 10.This appraisal assignment was not based on (a) a requested minimum valuation, or (b) a specific valuation © the approval of a loan. 11.I have not provided any services regarding the subject property within the preceding 3 years, as an appraiser, or any other capacity. 12.Adam Klager (TX-1324850-G) is currently a certified General Real Estate Appraiser. December 2, 2020 Adam Klager TX-1324850-G 3 GENERAL UNDERLYING ASSUMPTIONS This report is subject to the following General Underlying Assumptions, as applicable: 1.The legal descriptions used in this report are assumed to be correct. 2.No survey of the property has been made by the appraiser and no responsibility is assumed in connection with such matters. Sketches in this report are included only to assist the reader in visualizing the property. 3.No responsibility is assumed for matters of a legal nature affecting title to the property nor is an opinion of title rendered. The title is assumed to be good and merchantable. 4.Information, estimates, and opinions furnished to the appraiser, and contained in the report, were obtained from sources considered reliable and believed to be true and correct. A reasonable effort has been made to verify such information. 5.All mortgages, liens, encumbrances, leases, and servitudes have been disregarded unless so specified within the report. 6.The property is analyzed as though under responsible ownership and competent management. 7.It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures which would render it more or less valuable. No responsibility is assumed for such conditions or for engineering and/or inspections which may be required to discover them. 8.It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws, unless a non-conformity has been stated, defined and considered in the report. 9.It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined and considered in the report. 10.It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no protrusion, encroachment or trespass unless noted within the report. 11.All references to square footage or dimensions of either land or improvement is considered to be approximate. 12.Age for the purpose of depreciation is considered to be effective age by observation. Actual age may or may not be as stated, and was determined by whatever records were available or estimated by comparison with other properties, or construction techniques of a specific time period. 13.An analysis at a later date than that used in the report could indicate comparables that were unavailable or unknown as of the date of analysis as the State of Texas is a non-disclosure state. The comparables used were considered to be the best that could be validated as of the date of analysis. 4 GENERAL LIMITING CONDITIONS This report is subject to the following General Limiting Conditions, as applicable: 1.The appraiser will not be required to give testimony or appear in court because of having made this report, with reference to the property in question, unless arrangements have been previously made therefore. 2.Possession of this report, or a copy thereof, does not carry with it the right of publication. It may not be used for any purpose by any person other than the party to whom it is addressed, without the written consent of the appraiser, and in any event only with proper written qualification, and only in its entirety. 3.The distribution of the total valuation in this report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other report and are invalid if so used. 4.Disclosure of the contents of the report is governed by the bylaws and regulations of the professional appraisal organizations with which the appraiser is affiliated. 5.Neither all, nor any part of the content of the report, or copy thereof (including conclusions as to the property value, the identity of the appraiser, professional designations, reference to any professional organizations, or the firm with which the appraiser is connected), shall be used for any purposes by anyone but the client specified in the report, the borrower if the report fee is paid by same, the mortgagee or its successors and assigns, mortgage insurers, consultants, professional organizations, any state or federally approved financial institution, any department, agency, or instrumentality of the United States or any state without the consent of the appraiser; nor shall it be conveyed by anyone to the public through advertising, public relations, news, sales, or other media, without the written consent and approval of the appraiser. 6.On all reports subject to satisfactory completion of repairs or alterations, the report and value conclusion are contingent upon completion of the improvements in a workmanlike manner. 7.A title search is not within the scope of this report, and we assume that this site has no deed restrictions which might limit its use and marketability. 8.The value estimated is based on the assumption that the property is not negatively affected b y t he ex ist en ce o f HAZARDOUS SUBSTANCES OR DETRIMENTA L ENVIRONMENTAL CONDITIONS unless otherwise stated in this report. We are not experts in the identification of hazardous substances or detrimental environmental conditions. Our routine observation of and inquiries about the subject property did not develop any information that indicated any apparent significant hazardous substances or detrimental environmental conditions which would affect the property negatively unless otherwise stated in this report. It is possible that tests and inspections conducted by a qualified hazardous substance and environmental expert could reveal the existence of hazardous substances or environmental conditions on or around the property that would negatively affect its value. 5 9.The current purchasing power of the dollar is the basis for the value conclusions stated in this report. We have assumed that no extreme fluctuations in economic cycles will occur. 10.Other than what has been described in this report, no consideration has been given to personal property located on the premises. 11.The value conclusions found herein are subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of assumptions and limiting conditions. 12.The analyses contained in this report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic conditions, the absence of material changes in the competitive environment and other matters. Some estimates or assumptions; however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our analysis will vary from our estimates, and the variations may be material. 13.The Americans With Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific survey or analysis of this property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. In as much as compliance matches each owner’s financial ability with the cost to cure the non-conforming physical characteristics of a property, we cannot comment on compliance to ADA. Given that compliance can change with each owner’s financial ability to cure non-accessibility, the value of the subject does not consider possible non-compliance. Specific study of both the owner’s financial ability and the cost to cure and deficiencies would be needed for the Department of Justice to determine compliance. 6 TABLE OF CONTENTS PREFACE LETTER OF TRANSMITTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..............1 CERTIFICATION..............................................................3 GENERAL UNDERLYING ASSUMPTIONS .......................................4 GENERAL LIMITING CONDITIONS .............................................5 TABLE OF CONTENTS ........................................................7 EXECUTIVE SUMMARY.......................................................8 DESCRIPTION AND ANALYSIS IDENTIFICATION OF SUBJECT PROPERTY.....................................11 HISTORY OF OWNERSHIP....................................................11 SCOPE OF THE APPRAISAL...................................................11 DEFINITIONS................................................................12 AREA ECONOMIC OVERVIEW................................................13 NEIGHBORHOOD OVERVIEW.................................................18 DESCRIPTION OF THE SITE...................................................19 DESCRIPTION OF THE IMPROVEMENTS.......................................21 HIGHEST AND BEST USE.....................................................22 THE APPRAISAL PROCESS....................................................23 SALES COMPARISON APPROACH, VACANT LAND..............................24 RECONCILIATION/VALUE CONCLUSION.......................................33 EXPOSURE TIME AND MARKETING PERIOD...................................34 ADDENDUM Qualifications of the Appraiser 7 EXECUTIVE SUMMARY PROPERTY/LOCATION EMS Training Facility 209 South Carancahua Street Corpus Christi, Texas 78401 LEGAL DESCRIPTION Lots 2, 3, 4, 11, 12, and 13, Block 5, South Bluff, Corpus Christi, Nueces County, Texas OWNER OF RECORD City of Corpus Christi PROPERTY RIGHTS ANALYZED Fee Simple SITE DESCRIPTION Size 37,805 sq. ft., per Nueces County Appraisal District Zoning “CI” Intensive Commercial District Highest and Best Use Commercial Development Flood Plain Designation Zone C, Flood Map 485464 0167C IMPROVEMENTS Construction Class B Age +/-80 years Quality/Condition Average/Poor Gross Building Area (GBA)+/-16,801 sq. ft. two story building +/-6,928 sq. ft. one story building PURPOSE OF THE APPRAISAL The purpose of this appraisal is to provide an opinion of the “As Is” fee simple Market Value of the property to assist the client in an asset review. DATE OF INSPECTION November 18, 2020 DATE OF THE REPORT December 2, 2020 DATE OF VALUE November 18, 2020 ESTIMATED EXPOSURE TIME AND MARKETING PERIOD 12 to 24 months. VALUE INDICATIONS Sales Comparison Approach (Land Value, As Vacant)$455,000 Less Estimated Demolition Cost ($130,510) As Is Market Value $325,000 8 Subject Area, View NE from Tancahua St., toward Subject Property Subject Area, View SW from Carancahua St., toward Subject Property 9 View of Subject Property from S. Carancahua St. View of Subject Property from S. Tancahua St. 10 IDENTIFICATION OF SUBJECT PROPERTY The property located at 209 S. Carancahua Street, Corpus Christi, Texas, is improved with a +/- 16,801 square foot, two story building designed to function as a fire station and a +/-6,928 sq. ft. garage and gym. The site includes a total of +/-37,805 square feet of land area, with frontage along the west side of S. Carancahua St. and the east side of S. Tancahua St. The property is legally described as Lots 2, 3, 4, 11, 12, and 13, Block 5, South Bluff, Corpus Christi, Nueces County, Texas. HISTORY OF OWNERSHIP The City of Corpus Christi has owned the subject property in excess of 80 years. SCOPE OF THE APPRAISAL The scope of this appraisal encompasses the necessary research and analysis to prepare a report in conformity with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (USPAP). In regards to the subject property, the following steps were undertaken: 1. The property was physically observed and photographs were taken on November 18, 2020. 2. In addition to the physical observation of the property, public record information was reviewed from the City of Corpus Christi and Nueces County offices. 3. Regional, city, county, and neighborhood data were based on information compiled from our office files, published sources including government and business publications active in the real estate community. 4. Market data was collected from published real estate data sources, real estate listing services, and our databases for the Corpus Christi MSA. Confirmation of this data was attempted through public records, recognizing that Texas is a non-disclosure state; whereby purchase and sale information for individual properties is not typically available. Additional information was obtained through discussions with principals, appraisers, and brokers. 5. Valuation analyses were completed based upon the parameters established in the steps above. 11 DEFINITIONS Market Value The valuation premise used in this appraisal report conforms to the general definition of Market Value as defined by the Office of the Comptroller of the Currency under 12 CFR, Part 34, subpart C-appraisals, 34.42 Definitions (g) is as follows: "Market Value" means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1.Buyer and seller are typically motivated; 2.Both parties are well informed or well advised, and acting in what they consider their own best interest; 3.A reasonable time is allowed for exposure in the open market; 4.Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5.The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Property Rights Appraised The property rights appraised are the Fee Simple Estate interest (subject to easements, roads and ditch rights-of-ways) which is defined in The Dictionary of Real Estate Appraisal, Fourth Edition, 2002 as follows: “Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.” EXTRAORDINARY ASSUMPTION as defined in USPAP(2020-2021) an assignment-specific assumption as of the effective date regarding uncertain information used in the analysis, which, if found to be false, could alter the appraiser’s opinions and conclusions 12 CORPUS CHRISTI REGIONAL OVERVIEW This section is based in large part on the Metropolitan Statistical Area (MSA) of Corpus Christi, which includes Nueces, San Patricio, and Aransas counties. The MSA may sometimes encompass the statistical region of data classified as the Seven County Region, which also includes Bee, Jim Wells, Kleberg, and Refugio counties. Population Census data indicates that Corpus Christi’s population in 2010 was 305,215. As of 2015, the population estimate stood at 324,074. This is growth of approximately 6.2% over the past five years, which lags behind the 9.2% overall rate of growth for the state of Texas over the same period. Corpus Christi is the county seat of Nueces County. The population estimate in 2015 for the county is 359,715. The most recent MSA data (2015) shows that the tri-county region has a population of 449,323. Source: Real Estate Center - Texas A & M University and the United States Census Bureau Local Economy The City of Corpus Christi’s geographic location on the Gulf of Mexico and the Intracoastal Waterway gives it one of the most strategic locations in the Southwest and it has been important to its economic development. The Corpus Christi region has a varied manufacturing and industrial base. Major industries with headquarters or divisions located within the City’s boundaries, or in close proximity, include petrochemical, construction, meat processing, convenience store, banking, and financial services. The federal government also has a major presence within the area with a federal courthouse and the largest industrial employer in South Texas - the Corpus Christi Army Depot (CCAD), which employs over 5,900 people (including both employees of CCAD and contract labor). During 2013, construction of a new Dynamic Component Rebuild Facility was completed. Located at Naval Air Station Corpus Christi, it will house the Army Depot’s power train production. In 2013, CCAD 13 earned two prestigious awards, one known as the Robert M Leich award in April 2013 for its outstanding commitment to Army aviation through helicopter recapitalization and overhaul. Additionally, CCAD earned the 2013 Robert T Mason Award for Depot Maintenance Excellence for its strides to turn out Black Hawk helicopters faster than ever before. This award is the highest for depot level maintenance in all of the Department of Defense. In May 2013 CCAD reached another major milestone in Army Aviation by selling its first ever unmanned aircraft vehicle (UAV). This program takes CCAD into a new territory to evolve with the Army’s latest operational environment and technological capabilities. This is expected to bring more UAV work to South Texas as the Army increases their use on the battlefield. Two bases make up the South Texas military complex: Naval Air Station - Corpus Christi and Naval Air Station - Kingsville (jet aviation training). The region’s third base, Naval Station Ingleside (base for the Navy’s mine warfare fleet), was officially closed on April 30, 2010 and divided into three sections. The first section, the craft pier, was sold to Flint Hills Resources for $8.5 million. The second section, which accounts for approximately 815 acres, was sold in November 2012 by the Port of Corpus Christi to Occidental Petroleum Corporation (Oxy) for $82.1 million. Oxy plans to construct a $1 billion propane export facility. The Corpus Christi’s trade area consists of five counties: Aransas, Jim Wells, Kleberg, Nueces, and San Patricio. Each of these counties maintains a solid and diversified economic base which contributes materials support to Corpus Christi due to its location as a regional trade center and international shipping point. The Corpus Christi economy provides a diversified product market including metal fabrication, chemical processing, farm and ranch equipment, oil field equipment, cement, food processing, electronic and petrochemical products, fishing and seafood products, and more. The land in the Corpus Christi region has strong mineral deposits and rich soil with the principal crops being grain, sorghum, and cotton. The region also produces a large supply of livestock including beef and dairy cattle, hogs, and poultry. The oil and gas industry is a major factor in the growth and economic stability within the trade area. This industry provides a secondary market for petroleum by-products and chemicals. The Eagle Ford Shale drilling production has boosted the region’s economic base as it relates to the oil and gas industry, with pipelines to Corpus Christi allowing for export. Port of Corpus Christi The trade area’s principal outlet for agricultural and petroleum products is the Port of Corpus Christi, which opened to the world markets in 1926. It is located along the southeastern coast of Texas on the Gulf of Mexico approximately 150 miles north of the Mexican border. The Port’s channel stretches over 30 miles and links the Corpus Christi Bay with the Gulf of Mexico. The port of Corpus Christi is the fourth largest in the nation currently in terms of annual tonnage, handling a volume of 102.4 million tons of cargo in 2017, an increase of 8.6% from the prior year With the legalization of oil exports, the dynamics at the Port have begun changing. The following Port related projects are underway, taking advantage of crude oil, condensates, and natural gas liquids coming from the “shale boom.” There are six facilities in various stages of development either in the Inner Harbor or the nearby La Quinta Ship Channel to take advantage of the opportunity to convert gas and gas by-products from the shale production into profit centers of their own. The Port continues to invest in new rail infrastructure and liquid docks to support the current needs and estimated growth potential of the Eagle Ford Shale, which costs are estimated at $35 million. The Port has many other initiatives underway, including: 14 1.Nueces River Rail Yard (phase 1 under construction, cost $45.8 million) 2.Trafigura Terminals (under construction, $500 million) 3.Channel Improvement Project (under construction, $58 million)* 4.La Quinta Trade Gateway 5.Tianjin Pipe Corporation ($1.3 billion) 6.Voestalpine Group (first phase, $700 million) 7.Cheniere Energy Liquification Plant ($10 billion) 8.Panga LNG ($2 billion) 9.Oxy Ingleside Energy Center (under construction, $1 billion) Three of these above will require significant funding in the future. They include the Channel Improvement Project, the La Quinta Trade Gateway and the Nueces River Rail Yard. Congress approved the Channel Improvement Project in 2007. The following Channel Improvement Project features pending appropriations of funding by Congress include: •Widening the CC Ship Channel to 530' from Port Aransas to the Harbor Bridge •Deepening the CC Ship Channel from 45' mean low tide to 52' mean low tide •Adding 200' wide barge shelves at 12' mean low tide across Corpus Christi Bay The La Quinta Trade Gateway Terminal Project is a major component of the Port of Corpus Christi Authority’s long-term development plan. This 1,100 acre site will serve as a multipurpose dock and terminal facility to handle a wide variety of general cargo including containers, military, wind turbines, and steel pipe. It was to benefit from the expansion of the Panama Canal and its container- friendly ship-support, but with a downturn in the container market, a more general-cargo path is now being sought. Possibilities for the three docks include serving as a shipping outlet for nearby industry, or having space for expanding existing cargo storage. This could benefit Tianjin Pipe in Gregory, as well as wind energy cargo and Eagle Ford Shale crude. As part of the Port’s north side rail master plan, a new rail yard, the Nueces River Rail Yard, will be constructed in three phases at the northwest end of the inner harbor adjacent to the Viola Channel. This rail yard will be capable of more efficiently handling the increased number of unit trains and cars loading and unloading cargoes at the Port. Once constructed, a 7,800 foot long unit train siding and four 4,000 foot long interchange tracks will be available for rail lines and Port customers. Source: The City of Corpus Christi and the Port of Corpus Christi Tourism Corpus Christi continues to be a favorite vacation spot for visitors and is the fifth most popular destination in Texas. The number one reason visitors flock to the area has always been to enjoy miles of beaches along Mustang and Padre Islands, the longest barrier reef in nature fronting on the Gulf of Mexico. The opposite side of the barrier provides a shoreline for Corpus Christi Bay, Laguna Madre, and the various bays and bayous north of the Coastal Bend which are ideal for outdoor recreation. Tourist facilities located with the City include: a multi-purpose arena at the American Bank Center, Whataburger Field which houses the Corpus Christi Hooks, a AA major league affiliate baseball team, the Texas State Aquarium, the USS Lexington Museum, the Museum of Science and History, the South Texas Art Museum, the Multicultural Center/Heritage Park complex, Concrete Street Amphitheater, and Hurricane Alley water park, across from Whataburger Field. In 2013 the City Council renamed this area of town the “Sports, Entertainment, and Arts District” or the SEA 15 District. The area is sought as a location for branding, because it includes several popular attractions and is a family-friendly environment. On Padre Island, the Schlitterbahn Water Park - Corpus Christi opened in 2014, and has been subsequently named Waves Resort. The Corpus Christi area is also a renowned location for water sports, including windsurfing and kiteboarding, and serves as a host to the annual U.S. Open Windsurfing Regatta, international power and sail boat races, and the Texas International Boat Show. In July 2013, the City hosted more than 9,000 athletes for the Texas Amateur Athletic Federation Summer Games of Texas. This four day event consisted of 12 sports ranging from judo to swimming to track and field and brought in over 20,000 people to the Corpus Christi area, creating an economic impact of $8.75 million. Source: The City of Corpus Christi Construction Permits The table below shows the number of total permits and value of permits since the fiscal year 2008. Source: City of Corpus Christi Year Total Building Permits Value (Millions) 2008 5,118 $344 2009 4,022 $286 2010 4,052 $260 2011 5,447 $377 2012 5,728 $376 2013 6,314 $530 2014 5,154 $519 2015 5,503 $616 2016 4,735 $575 2017 2,465 $654 2018 2,756 $575 2019 2,529 $345 The top industries in the Coastal Bend Region, as of August 1, 2018 are: Corpus Christi Independent School District 5,944 Naval Air Station Corpus Christi 4,500 H.E.B. Stores & Bakery 3,840 CHRISTUS Spohn Hospital 3,000 Corpus Christi Army Depot 3,400 City of Corpus Christi 3,202 Driscoll Children's Hospital 2,512 Corpus Christi Medical Center 1,500 Kiewit Offshore Services 1,750 Bay Ltd. 1,700 Del Mar College 1,500 Nueces County 1,440 Flint Hills Resources 1,200 Texas A&M University - Corpus Christi 1,180 Turner Industries 1,100 Valero Bill Greehey Oil Refinery 800 Kane Beef Processors LLC(Now STX Beef) 750 CITGO 550 Source: CCREDC 16 Major Initiatives Economic development incentives for the City of Corpus Christi are numerous and varied. The Eagle Ford Shale oil and gas formation has positively impacted the region by employing many of the city’s residents. Both offshore rig fabricators, Kiewit and Gulf Marine, have increased orders due to the lifting of the offshore drilling moratorium, which should add a combined 1,000 people to the workforce. Additionally, the area has received international attention with the construction of the first phase of the Chinese pipe manufacturing facility, Tianjin PCO America Corporation; and the Austrian company, Voestalpine, has constructed an iron ore processing facility within the La Quinta corridor at the Port of Corpus Christi. Construction of the replacement for the Harbor Bridge, which will include the implementation of a new bridge further west, and all related entry and exit ramps is underway. Texas A&M University-Corpus Christi was approved by the Federal Aviation Administration in January 2014 as one of six test site operation locations (out of 25 applicants nationwide) to research the use of unmanned aircraft systems or drones. The economic impact on the state is expected to be about $8 billion, and $260 million in South Texas alone during the next 10 years, creating more than 1,000 jobs. The Corpus Christi economy is generally stable with some growth. With the lifting of the oil export ban in 2015, numerous pipelines have been constructed and are planned, to bring oil from as far west as Colorado and as far north as North Dakota to Corpus Christi for export through the Port. Numerous oil terminals have been developed with access to the Corpus Christi Ship Channel, to facilitate the export of this oil. The relatively low cost of natural gas has led to industrial development, such as Voestalpine and the Cheniere LNG terminal. In addition the Exxon/SABIC ethane steam cracker facility northwest of Portland, Texas is currently under construction. This is a $9.3 billion development on a 1,400 acre site. With the recent collapse in oil prices, exploration and development, which had been a major source of employment, has all but stopped, but industrial developments, such as Voestalpine, Oxy LNG terminal, and the Cheniere LNG terminal all benefit from lower energy prices, and are a large part of the private sector growth in the area. 17 NEIGHBORHOOD OVERVIEW BOUNDARIES Interstate Highway 37 on the north, Upper Broadway on the east, Staples Street on the west, and the Laredo/Agnes Interchange on the south ACCESS Access is provided by Interstate Highway 37, U.S. Highway 181, State Highway 44(Agnes Street), which provide access from the east and west. Access is considered good. . MAJOR THOROUGHFARE - SIZE AND CONDITION Leopard Street Average Condition Staples Street Average Condition U.S. Highway 181, 6 Lanes-Good Condition IH-37, 6 Lanes, Good Condition PREDOMINANT TYPES OF DEVELOPMENT Private and Governmental Office, Single and Multifamily Residential PERCENT DEVELOPED Estimated at approximately 90% 18 SUBJECT SITE LOCATION 209 S. Carancahua St., Corpus Christi, Texas 78401 LEGAL DESCRIPTION Lots 2, 3, 4, 11, 12, 13, Block 5, South Bluff, Corpus Christi, Nueces County, Texas PROPERTY SIZE AND SHAPE +/-37,805 sq. ft. rectangular tract bound by the streets listed below. No survey was provided. FRONTAGE AND ACCESS The property has frontage along the W. Side of S. Carancahua St. and the E. side of S. Tancahua St. TOPOGRAPHY/SOIL CONDITIONS Generally above grade with surrounding streets and properties. Drainage appears adequate, although this is not an expert opinion. FLOOD PLAIN INFORMATION Zone C, An area between the limits of 100 year flood and 500 year flood. Flood insurance is not typically required. F.E.M.A. Flood Insurance Rate Map Panel 4854640167, Revised July 18, 1985. ZONING “CI” Intensive Commercial District 19 UTILITIES Water, Sewer, Gas, & Storm Sewer: City of Corpus Christi. Electricity & Telephone: Private providers EASEMENTS/RESTRICTIONS No adverse easements or restrictions known ENVIRONMENTAL HAZARDS Environmental evaluation is beyond the scope of expertise of the appraisers, and we are not qualified to test for such materials. A qualified engineer should be consulted on this matter. However, The presence of any of these materials may affect the value of the property. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. We reserve the right to re-evaluate the effect on the value of the property, if any, due to the results of an environmental audit. SUMMARY OF LAND DESCRIPTION Overall, the physical characteristics of the site make it desirable for commercial development. ASSESSED VALUE The subject property is exempt from property taxes, and the subject improvements have not been valued for tax purposes. 20 DESCRIPTION OF THE IMPROVEMENTS The subject property is improved with a two story Class C structure designed to function as a fire station with a 5 story training tower, reported to have been constructed in 1940. The art deco building, reported to contain 16,801 sq. ft., has a poured concrete foundation, stucco over concrete block walls, and built-up tar and gravel roofing. The first floor of the building has 4 garages for fire trucks and offices. The second floor, originally living quarters, is utilized for storage. The tower portion of fire training for the Corpus Christi Fire Department has reportedly moved to a facility on the Del Mar College West Campus, and this building’s tower is no longer utilized. Behind the fire station building and along Tancahua St. is a complex of contiguous structures, reported to contain 6,928 sq. ft., utilized primarily as garage and shop space, with the remaining area as storage space. These improvements are also on concrete foundations and have stucco over masonry construction. Approximately one-half of this area is covered by a wood frame arched roof structure covered with roll roofing. The remaining portion is built-up tar and gravel. The majority of the area in the above structures is garage and shop space. The remaining finished areas would likely require extensive renovation and remodeling. The cost of renovation is likely to exceed the cost of constructing a new building offering similar amenities. It is the opinion of the appraiser that the improvements in their “as is” condition do not contribute to the value of the property. The property was previously determined to have asbestos, which if not previously remediated, would add to remodeling or demolition costs. 21 HIGHEST AND BEST USE In Highest and Best Use analysis, an appraiser identifies the most profitable, competitive use to which a property can be put. Like value, Highest and Best Use is a market-driven concept. Highest and Best Use is a basic premise of value. As with value, Highest and Best Use is not an absolute fact but rather reflects an appraiser's opinion of the best use of the property based on an analysis of prevailing market conditions. The term Highest and Best Use, as utilized herein, is defined in The Dictionary of Real Estate Appraisal, Fourth Edition, 2002, as: "The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity." When reaching a determination as to the Highest and Best Use of a property, the site should be analyzed as if vacant and then secondly, as presently improved. If the existing improvements do not represent the Highest and Best Use of the property, consideration should be given to conversion or a change of use. The Highest and Best Use of improved property (land and buildings together) may not necessarily be the same as the Highest and Best Use of the vacant site alone. If the two do not correspond, the structure is an inappropriate improvement on the land as judged by the current market. The property then suffers from physical deterioration, functional obsolescence, economic obsolescence, or some combination of the three. The selection of the Highest and Best Use among alternative possibilities involves a choice of both the type of use and the intensity of the use of the space. Therefore, zoning and other use regulations, which typically control both type and intensity of land and building uses, must be studied in detail by the appraiser as they limit the range of possible alternatives. AS IF VACANT Physically Possible Uses: As discussed in the Site Analysis section, the subject property includes a site of +/-37,805 sq. ft. Legally Permissible Uses: Zoning codes, land use plans, easements, and private deed restrictions often limit permitted uses as well. The property is subject to the City’s “CI”, Intensive Commercial District zoning regulations. Financially Feasible/Maximally Productive Uses: In order for a land use to be an economically feasible use, it must provide a sufficient return of the investment to justify the cost of construction of the improvements, plus provide a return on the investment in the land. If the property is capable of generating a sufficient net income to cover the required return on investment while also providing an adequate return to the land, then the usage is considered financially feasible. There is currently an oversupply of office space in the Central Business District of Corpus Christi. Given the neighboring development and location, multifamily residential development would most likely occur in this location. Given these issues, multifamily residential is considered to be the most productive use of the property. Based on the above analysis, the Highest and Best Use of the subject site as if vacant would be for: Multifamily Residential Development 22 THE APPRAISAL PROCESS This appraisal report includes information on the influences on the market in the neighborhood, the characteristics of the site and the improvements thereon, and the identification and analysis of facts and factors which might impact the value of the subject property. There are three generally accepted appraisal approaches: the Cost, Sales Comparison, and Income Approaches. The Cost Approach involves estimating the replacement cost new of the improvements, less accrued depreciation from all sources. To this is added the Market Value of the land. Investors for this property classification typically do not place primary reliance on this approach. The Cost Approach does not readily recognize the additional value, or lack thereof, created by variable income or revenues and/or the occupancy of a property. Cost is generally used as a rough check for investment grade properties to determine how much the value may be discounted from the replacement cost new, particularly for depressed properties. The Cost Approach was not utilized in the evaluation of the subject property due to the substantial physical and functional depreciation of the improvements, which preclude the reliable use of this approach. The Sales Comparison Approach is based on the proposition that an informed purchaser would pay no more for a property than the cost of acquiring an existing property with the same utility. This approach involves the comparison of actual sales of similar properties to the subject with appropriate adjustments made for any differences between the properties. Various unit values are developed which when applied to like units of the subject give an indication of value for the subject. The Sales Comparison Approach is less reliable in an inactive market, or when estimating the value of properties for which no real comparable sales data is available. This approach is also questionable when sales data cannot be verified with principals to the respective transaction. The Sales Comparison Approach, As Improved was not utilized in the evaluation of the subject, as sales of similar improved properties were not available. The Sales Comparison Approach was utilized in the evaluation of the subject site, as vacant, to provide a land value estimate. The Income Approach is a procedure which converts the anticipated benefits (dollar income or amenities) to be derived from the ownership of a property into a value estimate. This technique relates to the future benefits arising out of ownership of a property, such as current and anticipated future income. This involves estimating the gross potential annual income and then deducting fixed and operating expenses to arrive at the net operating income which is required to attract capital to the property. This net income is then converted into a value estimate through capitalization. This approach was not applicable to the subject due to the unavailability of leased properties of comparable size, design, and condition to the subject. 23 SALES COMPARISON APPROACH VACANT LAND The Sales Comparison Approach is defined in The Dictionary of Real Estate Appraisal, Fourth Addition, 2002 as: “A set of procedures in which a value indication is derived by comparing the property being appraised to similar properties that have been sold recently, applying appropriate units of comparison, and making adjustments to the sale prices of the comparables.” The Sales Comparison Approach for vacant land is a process of comparing actual vacant comparable sales to the subject. The market data is compared to the subject on the basis of significant characteristics exhibited in the subject property that influence value and adjustments are made to the comparables for differences to make them equal to the subject. In other words, if a sale has a feature which is superior to the subject, a downward adjustment is made for this feature. Conversely, if the subject is superior in some aspect when compared to the comparable sale, an upward adjustment is made. As the adjustments, whenever possible, are market derived, the desires and actions of typical buyers and sellers are reflected in the comparison process. Characteristics generally analyzed and considered for adjustments include property rights conveyed, unusual buyer/seller motivations, special financing, location, size, and other physical characteristics. A detailed investigation was made to locate sales of similar type properties in the subject’s market area. As this information is limited to begin with, and the State of Texas is a non-disclosure state, the best available information was analyzed. In addition, where possible, either the buyer or the seller, or a third party such as a real estate broker or lender, was interviewed to determine the motivation and other factors affecting the sale price and the degree of comparability to the subject property. The subject site was evaluated, with four land sales identified and adjusted to reflect the amenities of the subject. Comparable sales maps and summary information outlining the pertinent recording information and physical data for each of the sales is on the following pages. Other properties were analyzed as well, but they were not thought to be as similar in characteristics to the subject, or were older transactions which did not reflect current investor expectations. 24 COMPARABLE SALES &COMPETITIVE LISTINGS 25 COMPARABLE LAND SALE 1 Location 1207 N Mesquite St. Legal Description Lots 2 & 3, Block 36, Beach Portion, Corpus Christi, Nueces County, Texas. Size ±15,002 sq. ft. Zoning “CI” Intensive Commercial District Utilities All Available Topography/Configuration Level/Rectangular Corner/Interior Interior Grantor Scripps NP Operating L.P. Grantee Houston Durrill Land, Ltd. Recordation File #2015051387 Date of Sale December, 2015 Sale Price $225,000 Unit Price $15.00/Sq. Ft. Condition of Sale Cash to seller Comments Property was improved with +/-2,444 sq. ft. metal shop and warehouse building, constructed in +/-1950. Real Estate Broker reported the property was purchased for site value. The improved property is currently leased to a motorcycle shop. The information contained herein was obtained from sources believed to be reliable; however, the appraiser makes no guarantees, warranties, or representations as to the completeness or accuracy thereof. The presentation of this information as submitted is subject to errors and/or omissions. 26 COMPARABLE LAND SALE 2 Location 319 S. Water St. Legal Description Lot 3, Block 4, Harney Tract and Lots 11-14, Block 3, South Beach, Corpus Christi, Nueces County, Texas. Size ±45,297 sq. ft. Zoning “CI” Intensive Commercial District Utilities All Available Topography/Configuration Level/Rectangular Corner/Interior Interior Tract with frontage on Chaparral St. and a 40 foot wide strip extending to Water St. Grantor Catherine S. Finn Revocable Trust, et al Grantee Medistar CC Rehab LLC Recordation File #2015050522 Date of Sale December, 2015 Sale Price $763,650 Unit Price $16.86/Sq. Ft. Condition of Sale Cash to seller Comments Vacant at the time of sale. Purchased to be part of a hospital site. The information contained herein was obtained from sources believed to be reliable; however, the appraiser makes no guarantees, warranties, or representations as to the completeness or accuracy thereof. The presentation of this information as submitted is subject to errors and/or omissions. 27 COMPETITIVE LISTING 1 Location 217-227 S. Tancahua St. Legal Description Lots 1, 2, 3, 4, 5, & 6, Block 7, South Bluff, Corpus Christi, Nueces County, Texas. Size ±50,625 sq. ft. Zoning “CI” Intensive Commercial District Utilities All Available Topography/Configuration Level/Mostly Rectangular Corner/Interior Corner location at Kinney St.. Asking Price $699,000 Unit Price $13.81/Sq. Ft. Comments There is a +/-3,000 sq. ft. building on the site that is not contributory to value. Listed with Cliff Atnip of Cobb, Lundquist, & Atnip The information contained herein was obtained from sources believed to be reliable; however, the appraiser makes no guarantees, warranties, or representations as to the completeness or accuracy thereof. The presentation of this information as submitted is subject to errors and/or omissions. 28 COMPETITIVE LISTING 2 Location 722 Blucher St. Legal Description Lots 3, 4, & 5, Block 29, Bluff, Corpus Christi, Nueces County, Texas. Size ±16,617 sq. ft. Zoning “CI” Intensive Commercial District Utilities All Available Topography/Configuration Level/Mostly Rectangular Corner/Interior (2) Corners, located at Tancahua, Comanche, and Blucher Streets. Asking Price $248,000 Unit Price $14.92/Sq. Ft. Comments Listed with Jim Villaume The information contained herein was obtained from sources believed to be reliable; however, the appraiser makes no guarantees, warranties, or representations as to the completeness or accuracy thereof. The presentation of this information as submitted is subject to errors and/or omissions. 29 Adjustment Grid - Vacant Land SALE SUBJECT Sale 1 1207 N. Mesquite Sale 2 319 S. Water Listing 1 217-227 Tancahua Listing 2 722 Blucher DATE OF SALE Dec., 2015 Dec., 2015 N.A.N.A. SALES PRICE $225,000 $763,650 $699,000 $248,000 SIZE - SQ. FT.37,805 22,503 45,297 50,625 16,617 SALE PRICE/SF $10.00 $16.86 $13.81 $14.92 TIME ADJUSTMENT 59 months 59 months 0.00%0.00%-10.00%-10.00% ADJUSTED PRICE $10.00 $16.86 $12.43 $13.43 LOCATION Carancahua/ Tancahua Inferior Superior Similar Similar 10%-25%0%0% SIZE (SF)37,805 22,503 45,297 50,625 16,617 -5%0%0%-10% ZONING CI CI CI CI CI 0%0%0%0% UTILITIES All Available All Available All Available All Available All Available 0%0%0%0% CONFIGURATION Rectangular Rectangular Irregular Mostly Rectangular Irregular 0%5%0% 5% CORNER/INTERIOR Interior, dual frontage Interior Interior, dual frontage Corner (2) corners, frontage on (3) streets 10%0%-5%-10% TOTAL ADJUSTMENT N/A 15%-20%-5%-15% ADJUSTMENTS $1.50 $-3.37 $-0.62 $-2.01 ADJUSTED PRICE/SF $11.50 $13.49 $11.81 $11.42 MEAN - $12.06/SF MEDIAN - $11.65/SF INDICATED VALUE - $12.00/SQ. FT. Analysis of Adjustments 30 In analyzing the sales data, we have selected the price per square foot as the unit of comparison. This is the unit of comparison most commonly quoted by brokers, sellers, and purchasers when discussing sales transactions in developing areas and is considered the most relevant for the subject parcel. Potential adjustments include the following categories which typically affect sale prices. Real Property Rights Conveyed This adjustment is generally applied to reflect the transfer of property rights different from those being appraised, such as differences between properties owned in fee simple and in leased fee. As the subject has been valued on a fee simple basis and all of the sales represent the fee simple interest, no adjustment was required for this factor. Financing Terms This adjustment is generally applied to a property that transfers with atypical financing, such as having assumed an existing mortgage at a favorable interest rate. Conversely, a property may be encumbered with an above-market interest rate mortgage, which has no prepayment clause or a very costly prepayment clause. Such atypical financing may play a role in the negotiated sale price. As all of the transactions were cash to seller, no adjustment was necessary for this factor. Conditions of Sale This adjustment category reflects extraordinary motivations of the buyer or the seller to complete the sale, or other unusual considerations. Examples include a purchase for assemblage involving anticipated incremental value, or a quick sale for cash. This adjustment category may also reflect a distress related sale or significant buyer expenditures immediately after purchase. All of the comparables were arm’s-length transactions, thus warranted no adjustment for this factor. Date of Sale/Time-Market Conditions Real estate values normally change over time. The rate of change fluctuates due to investors’ perceptions of prevailing market conditions. This adjustment category attempts to reflect market differences occurring between the effective date of the appraisal and the sales dates of the comparable sales. The appraiser utilized sales which occurred in 2015, because more recent sales were not available. This lack of recent activity does not support the application of an adjustment to compensate for changing market conditions. No adjustments were necessary. Competitive listings were given negative 10% adjustments to reflect a negotiated sales price. Locational Characteristics Location obviously can have a significant impact on property values. This adjustment category considers general neighborhood influences as well as a property’s accessibility and visibility. Sale #1 was given a positive 10% adjustment to reflect the Subject’s superior location. Sale #2 was given a negative 25% adjustment to reflect the Subject’s inferior location. No adjustment were necessary for the Competitive Listings. 31 Size For real estate valuations, usually, the smaller the parcel of ground, the higher the per unit value and vice versa. This is, of course, subject to a variety of other factors including market demand, Highest and Best Use of the individual parcel, and the definition of the most likely purchaser. A downward adjustment of 10% was applied for every halving in size of the comparable vs. the subject tract. Zoning The Subject, Comparable Sales, and Competitive Listings are all zoned “CI” Intensive Commercial District, and no adjustments were necessary. Utilities The subject and the comparables have all utilities available, thus no adjustment was required. Configuration The Subject is rectangular in shape. Sale 1 and Listing 1 are thought to have equivalent utility based on configuration, and no adjustments were necessary. Sale 2 and Listing 2 were slightly irregular, and were given positive 5% adjustments to reflect the Subject’s rectangular configuration. Corner Influence The Subject Site and Sale 2 are interior tracts with dual frontage, and no adjustment was necessary. Sale 1 does not have dual frontage, and was given a positive 10% adjustment. Listing 1 has a corner location, and was given a negative 5% adjustment. Listing 2 has (2) corners and frontage on (3) streets, and was given a negative 10% adjustment. LAND VALUE, AS VACANT The adjusted data supports an opinion of value of $12.00 per sq. ft. Applying this factor to the site’s +/-37,805 sq. ft. indicates a value of $453,660, rounded to $455,000. AS IS MARKET VALUE The Subject Improvements do not allow the property to be utilized at its highest and best use. Utilizing Marshall Valuation Service, the cost of removing the +/-23,729 sq. ft. of improvements is estimated to be $5.50 per sq. ft., or $130,510. Subtracting this amount from the value of the site, as vacant indicates an “as is” market value for the Subject Property of $324,490, rounded to $325,000. 32 RECONCILIATION/VALUE CONCLUSION Reconciliation involves an analysis of the alternative value indications to determine a final value conclusion. The three basic approaches to valuing real estate are the Sales Comparison, Cost and Income Approaches. If each approach could be done precisely (in a perfect market), each would yield the same answer. However, appraising is not an exact science, but rather a matter of forming an opinion of reasonable value versus determining value. Thus, appraisers use those approaches which are considered most appropriate and judged to give a sufficiently reliable value indication in each case. This assures that the value opinion will have the best available support and there will be a check, one approach against the others. The values indicated for the appraised property in this case are: The Cost Approach, Land and Improvements:N.A. Sales Comparison Approach, Land Only, As Vacant:$455,000 Sales Comparison Approach, As Is $325,000 The Income Approach:N.A. These individual value conclusions were derived through the application of accepted appraisal principles and concepts. All three approaches to value have been considered. The Cost Approach is usually most accurate when a property is new and contains little depreciation or is a specialized property. The subject improvements are aged, in disrepair, and of a special purpose nature, thereby significantly decreasing the reliability of this approach. The Sales Comparison Approach is most reliable in an active market when a number of similar properties have recently sold. Often, sales prices are sensitive to the age of construction, building size, construction details, and land to building ratios. Our search of the area did not reveal sales of large structures or complexes offering amenities similar to the subject property. For this reason the Sales Comparison Approach is not utilized in the evaluation of the subject property. The Income Approach is often given primary reliance when evaluating investment properties, but was not considered applicable to the subject property due to the unavailability of similar income producing properties. Final Conclusion of Value: The subject improvements in their “as is” condition are not considered contributory to the value of the property. Thus, market value in this case is based on the land value. From the conclusions reached in the Sales Comparison Approach, it is our opinion that the Market Value of the fee simple estate interest in the subject property as of November 18, 2020 is: $325,000 33 EXPOSURE TIME AND MARKETING PERIOD Generally, exposure time relates to what has occurred (retrospective) and is occurring (current) in the market, whereas the marketing period is a projection (prospective) of what is likely to occur in the market. Any sound opinion of value must consider what has occurred and what will most likely occur in the future. Both time periods are a function of price, time, use, and the cost and availability of funds. The primary difference between the two time periods is that for the marketing period we also consider anticipated changes in market conditions (trends). Verification of sales data, such as days on the market for both listed and sold properties, and interviews with market participants are the primary source for both time estimates. Other important factors are an understanding of buyers’ and sellers’ motivations, their financial assumptions, who the most likely purchasers will be, and how financing influences their buying decisions. The physical characteristics of the subject severely limit the pool of potential purchasers of the property. Based on these factors and the stability of the overall market, we estimate a reasonable exposure/marketing period for the subject to be in excess of 12 to 24 months. 34 Adam Klager, President Smith, Kirkpatrick, & Klager, LLC Certified General Real Estate Appraiser, Texas (1993) Texas Department of Transportation Certified Real Estate Appraiser Education: Trinity University (1990) B.S. Business Administration, Finance Concentration Experience: American Appraisers, Inc. - Associate Appraiser (2009-2013) Independent Fee Appraiser (1990-2009) Nueces County Appraisal District, Appraiser (1998-1999) Properties appraised include: Residential Properties: Single Family, Condominiums, Town- homes, Multi-family, and Commercial Properties: Apartments, automobile agencies, churches, condemnation(whole/partial takings/damages), convenience stores, farms, light and heavy industrial, manufacturing plants, professional offices, office condominium units, ranches, restaurants, shopping centers, special-use properties, vacant land, warehouses Litigation/ Expert witness: County Courts Purchase and Sale Agreement- Page 1 209 Caranachua St., Corpus Christi, TX 78201 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is executed to be effective as of the latest date set forth on the Buyer's and Seller's signature page of this Agreement (the "Effective Date"), by and between TG 110, Inc., a Texas non-profit corporation (3419 Nacogdoches Road, San Antonio, Texas 78217, Attn: Gilbert M. Piette; Telephone: (210) 821-4300; Fax: (210) 821-4303; email: gilp@prosperahcs.org) (together with its successors and/or assigns, "Buyer"); City of Corpus Christi, Texas, at 1201 Leopard Street, Corpus Christi, TX 78401 (together with its successors and/or assigns, "Seller") (Buyer and Seller are collectively referred to as the "Parties", and each a "Party"). This Agreement is being authorized by Seller pursuant to Section 272.001(g) of the Texas Local Government Code without the necessity of public bids based upon Buyer’s agreement to acquire the Property for the development of low-income or moderate-income housing as required by such statute. Buyer agrees to cooperate with Seller and the Title Company in the execution of such documents as may be reasonably required to confirm that it is purchasing the Property for the development of low-income or moderate-income housing. 1.Property. On the terms herein set forth, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, that tract of land located in Nueces County, Texas, as more particularly described in Exhibit A, attached hereto and made a part hereof (the "Land"), together with all of Seller's right, title, and interest in and to any and all all buildings, improvements and fixtures located on the Land (collectively, the "Property"). The exact legal description and acreage of the Land shall be determined by the Survey (hereinafter defined). 2.Purchase Price. The purchase price of the Property shall be THREE HUNDRED TWENTY-FIVE THOUSAND and 00/100 Dollars ($325,000.00), (the "Purchase Price"). 3.Title Company and Earnest Money. a.Name and Amount. San Jacinto Title Services of Texas (520 Lawrence Street, Corpus Christi, TX 78401, Attn: Shelly Cristan-Grahmann; Telephone: (361) 884-7582; Fax: (361) 882-3702; email: shellygrahmann@sanjacintotitle.com) (the "Title Company") will serve as the title company. Within five (5) business days of the date Buyer receives a copy of this Agreement executed by both Parties, Buyer shall deposit the following sums with Title Company (i) SIX THOUSAND FIVE HUNDREDAND 00/100 DOLLARS ($6,500.00) as earnest money (the "Earnest Money"), to be delivered to Seller in accordance with the terms of Section 3.c below; and (ii) ONE THOUSAND AND 00/DOLLARS ($1,000.00) as "Independent Consideration" to be delivered to Seller in accordance with the terms of Section 3.d below. The Earnest Money and the Independent Consideration are to be applied to the Purchase Price, subject to the terms and provisions of this Agreement. b.Account. Until all or a part of the Earnest Money, if any, is released to Seller pursuant to the terms of this Agreement (the Earnest Money released to Seller, together Purchase and Sale Agreement- Page 2 with the Extension Fees (hereinafter defined) released to Seller, is collectively referred to as the "Released Earnest Money"), the Earnest Money shall be held by the Title Company as escrow agent in an interest bearing account, separate from other accounts, to be handled in accordance with the terms and conditions of this Agreement. All interest earned on the Earnest Money shall be added to and become part of the Earnest Money. c.Release of Earnest Money. Notwithstanding anything in this Agreement to the contrary, unless Buyer timely terminates this Agreement prior to the expiration of the Due Diligence Period ending August 31, 2021 (as may be extended), Buyer hereby irrevocably directs the Title Company to release the Earnest Money or remaining portion thereof from escrow and deliver the same to Seller with no other authorization required according to the following schedule immediately set out below: i.If Buyer has not terminated this Agreement by delivering written notice thereof to Seller before 5:00 p.m. (CST) on December 31, 2020, Buyer hereby irrevocably directs the Title Company to release TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($2,500.00) of the Earnest Money from escrow and deliver the same to Seller. ii.If Buyer has not terminated this Agreement by delivering written notice thereof to Seller before 5:00 p.m. (CST) on February 15, 2021, Buyer hereby irrevocably directs the Title Company to release ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) of the Earnest Money from escrow and deliver the same to Seller. iii. If Buyer has not terminated this Agreement by delivering written notice thereof to Seller before 5:00 p.m. (CST) on April 15, 2021, Buyer hereby irrevocably directs the Title Company to release ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) of the Earnest Money from escrow and deliver the same to Seller. iv.If Buyer has not terminated this Agreement by delivering written notice thereof to Seller before 5:00 p.m. (CST) on June 15, 2021, Buyer hereby irrevocably directs the Title Company to release ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) of the Earnest Money from escrow and deliver the same to Seller. v. If Buyer has not terminated this Agreement by delivering written notice thereof to Seller before 5:00 p.m. (CST) on August 15, 2021, Buyer hereby irrevocably directs the Title Company to release ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) of the Earnest Money from escrow and deliver the same to Seller. Upon the delivery of the Earnest Money or any portion thereof to Seller by the Title Company, such Released Earnest Money shall be non-refundable to Buyer (unless the Earnest Money is otherwise refundable to Buyer due to Seller's failure to perform in accordance with the terms of this Agreement), but applicable to the Purchase Price at Closing. d.INDEPENDENT CONSIDERATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE INDEPENDENT CONSIDERATION IN THE AMOUNT OF ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) SHALL BE DEEMED "INDEPENDENT CONSIDERATION" AND NON-REFUNDABLE AND RETAINED BY SELLER UNDER ALL CIRCUMSTANCES, FOR AND IN Purchase and Sale Agreement- Page 3 CONSIDERATION OF SELLER'S EXECUTION OF THIS AGREEMENT, AND HOLDING THE PROPERTY OFF THE MARKET DURING THE TERM OF THE DUE DILIGENCE PERIOD (HEREINAFTER DEFINED). UPON THE TITLE COMPANY'S RECEIPT OF THE INITIAL EARNEST MONEY DEPOSIT AND THE INDEPENDENT CONSIDERATION, THE TITLE COMPANY SHALL RELEASE THE INDEPENDENT CONSIDERATION TO SELLER; PROVIDED, HOWEVER, THE INDEPENDENT CONSIDERATION SHALL BE APPLIED TO THE PURCHASE PRICE AT CLOSING. 4.Conditions Precedent. a.Due Diligence Period. Beginning on the Effective Date, Buyer shall have until 5:00 p.m. (CST) on or before August 31, 2021 or as may be extended, (the "Due Diligence Period") to conduct inspections of the Property (the "Due Diligence Investigations") and access its suitability, as determined by Buyer in its sole and absolute discretion, for Buyer's intended development of the Property (the "intended purpose"). If all of the Due Diligence Materials (hereinafter defined) are not timely delivered by Seller to Buyer, the Due Diligence Period shall be extended by one day for each day after the Delivery Date (hereinafter defined) until all of the Due Diligence Materials are delivered to Buyer. The right to conduct Due Diligence Investigations includes, without limitation, the right of Buyer and Buyer's employees, agents, affiliates and contractors to enter upon any portion of the Property to make market studies, needs assessments, and appraisals, and to take measurements, make inspections, conduct test borings, make boundary and topographical survey maps, and to conduct geotechnical, soil, environmental, groundwater, wetland, and other studies required by Buyer in its sole discretion, and to, without limitation, determine the existence and adequacy of utilities serving the Property, zoning and compliance with laws. No Due Diligence Investigations shall constitute a waiver or relinquishment on the part of Buyer of its rights under any covenant, condition, representation or warranty of Seller under this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall have the right to extend the Due Diligence Period to December 31, 2021 by delivering written notice thereof to Seller prior to 5:00 p.m. (CST) on the last day of the then applicable Due Diligence Period and delivering a fee in the amount of ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) for each extension (each, a "Due Diligence Extension Fee") to the Title Company prior to 5:00 p.m. (CST) on the last day of the then applicable Due Diligence Period. Except as otherwise provided in this Agreement, each Due Diligence Extension Fee will be non-refundable to Buyer (unless the Earnest Money is otherwise refundable to Buyer due to Seller's failure to perform in accordance with the terms of this Agreement), but applied to the Purchase Price at Closing. The Title Company is authorized to release said Due Diligence Extension Fees to Seller upon receipt and confirmation of funds with no further authorization by Buyer. b.Due Diligence Materials. Within twenty (20) business days of the Effective Date (the "Delivery Date"), Seller shall deliver to Buyer, at no cost to Buyer, to be delivered electronically, by email, or hand-delivered at Seller's option, each of the following items that are in the possession of or reasonably available to Seller and which were prepared within the last 5 years (collectively, the "Due Diligence Materials"): (i) Copies of all written leases; Purchase and Sale Agreement- Page 4 (ii) Current year and immediately prior year tax bills and evidence of payment of same through the Effective Date; (ii) Existing soil and groundwater tests; (iv) Title commitments, title policies and surveys; (v) Surveys; (vi) Environmental reports; (vii) Underground storage tank test results; (viii) Waste disposal records; permit records; (ix) Code violation notices and records; (x) Traffic studies; and (xi) All other engineering tests and other studies, reports, records and notices pertaining to the Property. In the event the Property is not satisfactory to Buyer for any reason in Buyer's sole and absolute discretion, Buyer shall have the right to terminate this Agreement by delivering written notice thereof to Seller prior to the expiration of the Due Diligence Period, as extended. If Buyer elects to terminate this Agreement as provided in the preceding sentence, all of the Released Earnest Money (including the Due Diligence Extension Fees that have been released to Seller) as of the date of the termination shall be deemed by the Parties as being non-refundable to Buyer. All other monies held by Title Company shall be refunded to Buyer, together with any accrued interest thereon without the need for the Seller's signature or consent for its release. Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall have the right to continue to conduct Due Diligence Inspections while this Agreement remains in effect. c.Title and Survey. (i) Within twenty (20) days of the Effective Date, Buyer shall obtain from the Title Company a current title commitment (the "Commitment") for an Owner's Policy of Title Insurance (the "Title Policy"), in an amount equal to the Purchase Price, together with full and legible copies of all of the exceptions to t itle listed in Schedule B of the Title Commitment, and any documents listed in Schedule C of the Title Commitment (collectively, the "Title Exceptions"). (ii) Buyer may at its option also obtain a survey of the Property (the "Survey") at Buyer's expense. The field note description set forth on the Survey that is acceptable to Buyer and the Title Company shall replace the description of the Land attached hereto as Exhibit A. (iii) If any of the Commitment, the Title Exceptions, or the Survey are not satisfactory to Buyer, then Buyer may give Seller written notice of the items that Buyer finds unacceptable (the "Title Objections") before the later of sixty (60) Purchase and Sale Agreement- Page 5 days after (A) receipt of the Commitment and full and legible copies of the Title Exceptions, or (B) the expiration of the Due Diligence Period, as extended. Seller shall have thirty (30) days after such notice from Buyer to deliver written notice to Buyer that it either agrees to cure the Title Objections within thirty (30) days or to advise Buyer that it will not so cure the Title Objections. All Title Exceptions to which Buyer does not object or which are deemed waived and accepted by Buyer, as herein provided, are collectively referred to as the "Permitted Exceptions". (iv) If Seller does not agree to so cure one or more of the Title Objections (and Seller's failure to respond in writing shall be deemed to be a refusal to cure the Title Objections), Buyer may either (A) accept title to the Property subject to the Permitted Exceptions without a reduction in the Purchase Price, or (B) terminate this Agreement by delivering written notice to Seller and receive a full and prompt refund of the remaining Earnest Money (excluding any Released Earnest Money and Extension Fees), together with accrued interest thereon, without the need for Seller's signature or consent for its release. (v) Notwithstanding any other provision of this Agreement to the contrary, including without limitation whether or not Buyer includes such items in its schedule of Title Objections, Seller shall have the unconditional obligation to remove, discharge, pay or cure, at no cost to Buyer, any title matter that arose out of action of the Seller after the Effective Date that was not approved by Buyer in writing, and none of such items shall be deemed Permitted Exceptions or appear in the Title Policy. d.Governmental Approvals. Buyer may, at its option and expense, prepare and submit applications for, and seek to obtain approval by the applicable governmental authorities and/or third parties of, approvals, permits, licenses, easements and agreements required for Buyer's intended development and use of the Property, including without limitation, those for utilities, zoning, land use, special uses, building construction, access, subdivision, platting, easements (including without limitation, ingress/egress easements), site construction and off-site improvements, including without limitation, appropriate rezoning if necessary (collectively, the "Governmental Approvals"). Seller shall cooperate with Buyer in connection with the preparation of the applications and seeking the Governmental Approvals, including without limitation, Seller's timely execution and delivery of all applications, documents, plats and instruments required by the applicable governmental authorities and/or third parties, provided that Seller shall not be obligated to incur any expense in connection therewith; however, any final Governmental Approval for changes to zoning or future land use granted prior to Closing shall not occur prior to the award of 2021 9% Low Income Housing Tax Credit by the Texas Department of Housing and Community Affairs (TDHCA) Governing Board and shall be subject to final approval of the governing body authorized to approve such changes to zoning of future land use. e.Other Conditions. It shall be a condition precedent to Buyer's obligation to close this transaction and purchase the Property that all of the following are timely satisfied: (i) Title Policy. At Closing, the Title Company shall be prepared to issue the Title Policy to Buyer with all standard or pre-printed exceptions deleted (to the extent such can be deleted), evidencing Buyer owns good and indefeasible fee Purchase and Sale Agreement- Page 6 simple title in and to the Property subject only to the Permitted Exceptions. (ii) Representations and Warranties. At Closing, all of the representations and warranties of Seller shall be true in all material respects. (iii) No Liens. At Closing, there shall be no unpaid charges, debts, liabilities, claims or obligations of Seller related to the Property, or any portion thereof, which could give rise to any mechanics', materialmen or other statutory lien against any portion of the Property other than those that will be paid or otherwise satisfied by Seller at Closing, and possession of the Property, free of all tenancies, leases and occupants, shall be delivered to Buyer at Closing. (iv) Platting. At or prior to Closing, Buyer shall obtain all necessary Governmental Approval, at Buyer’s sole cost and expense, to replat the Property as a separate lot for conveyance. Such replat may include additional land adjacent to the Property being acquired by Buyer concurrently with this purchase. (v) Governmental Approvals. Prior to Closing, Buyer shall have received all necessary and customary Governmental Approvals in order for Buyer to develop and operate the Property for its intended purpose. (vi) Zoning. At Closing the Property shall be zoned to permit the development of the Property for its intended purpose. (vii) Reserved (viii) AS IS Conveyance. Notwithstanding anything herein to the contrary, upon Closing Seller shall be selling the Property and Buyer shall be purchasing the Property AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IT BEING THE INTENTION OF SELLER AND BUYER TO EXPRESSLY NEGATE AND EXCLUDE ALL REPRESENTATIONS AND WARRANTIES AS TO FITNESS OR CONDITION, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, CONDITION, HABITABILITY AND FITNESS FOR ANY PARTICULAR USE OR PURPOSE, ALL WARRANTIES AS TO FITNESS OR CONDITION CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY, AND ALL OTHER WARRANTIES AND REPRESENTATIONS WHATSOEVER AS TO FITNESS OR CONDITION, except the warranty of title expressly provided in the Deed at Closing. This provision shall survive the Closing. f.Termination. In the event that any condition precedent in Section 4.e is not satisfied by the date specified in Section 4.e, Buyer shall have the right to terminate this Agreement by delivering written notice thereof to Seller, at which time Buyer shall receive a full and prompt refund of the remaining Earnest Money held by the Title Company (excluding all Released Earnest Money and Extension Fees), , without the need for Seller's consent or signature for its release. Purchase and Sale Agreement- Page 7 5.Closing. a.Delivery of Documents. The conveyance of the Property and the closing of the transaction herein described (the "Closing") shall occur on or before December 31, 2021(as may be extended as provided herein or by mutual written agreement of the Parties, the "Closing Deadline"), in escrow at the offices of the Title Company, or such other manner and/or location mutually acceptable to Buyer and Seller; provided, however, Buyer may elect to close at any time upon ten (10) days' prior written notice to Seller. (i) Seller shall deliver at Closing: (A) a special warranty deed conveying good and indefeasible fee simple title in and to the Property to Buyer (or its designee) subject (B) only to the Permitted Exceptions (the "Deed"); (C) all easements necessary for the development and operation of the Property for its intended purpose; (D) a lien affidavit acceptable to the Title Company; E() an affidavit of non-foreign status; (F) any other affidavit or document required by the Title Company to delete the so-called standard exceptions to the Title Policy; and (G) such other customary documents, instruments, certifications and confirmations as may be reasonably required to fully effect and consummate the transactions contemplated hereby and for the Title Company to issue the Title Policy in the form required by this Agreement. (ii) Buyer shall deliver at Closing: (A) the remaining balance of the Purchase Price as provided by this Agreement in "good funds" as required by Title Company; and (B) such other documents, instruments, certifications and confirmations as may be reasonably required to fully effect and consummate the transaction contemplated hereby. b.Extensions. Buyer shall have the right to extend the Closing Deadline three (3) times to (i) March 31, 2022, (ii) June 30, 2022, and (iii) August 31, 2022 by delivering written notice thereof to Seller prior to 5:00 p.m. of the then applicable Closing Deadline, and delivering a fee in the amount of FOUR THOUSAND AND 00/100 DOLLARS ($4,000.00) (each, a "Closing Deadline Extension Fee," and together with the Due Diligence Extension Fees, the "Extension Fees") to the Title Company prior to 5:00 p.m. of the then applicable Closing Deadline. Each Closing Deadline Extension Fee shall be non-refundable to Buyer (unless the Earnest Money is otherwise refundable to Buyer due to Seller's failure to perform in accordance with the terms of this Agreement but applied to the Purchase Price at Closing. Upon receipt and confirmation of funds of a Closing Deadline Extension Fee, Title Company shall release said Closing Deadline Extension Fee directly to Seller. If this Agreement is terminated in a manner in which the Earnest Money is to be paid to Buyer due to Seller's failure to perform in accordance with the terms of this Agreement, Seller shall deliver to Buyer an amount equal to the sum of the Released Earnest Money, including without limitation the Extension Fees, within ten (10) days of such termination. c.Prorations. Since Seller is a governmental entity and the Property currently is exempt from property taxation, Buyer shall assume the payment of all real estate taxes, personal property taxes and all other assessments related to the Property commencing as of the date of Closing (the "Closing Date") (collectively, the "Taxes"), with the Closing Date being treated as a day of ownership by Buyer. This Section 5.c shall survive the Purchase and Sale Agreement- Page 8 Closing and delivery of the Deed. d.Costs. Buyer shall pay the cost for the preparation of the Deed, any conveyance fee or transfer tax, any Escrow Fee, and the premium for the Title Policy. Except as may otherwise be stated herein, each Party shall bear its own expenses, including without limitation, its own attorneys' fees. e.Seller's Obligations Prior to Closing. At all times until Closing, Seller shall maintain indefeasible fee simple legal title to the Property free and clear of any and all defects, liens, and encumbrances of every kind and nature (other than the Permitted Exceptions and liens and encumbrances that will be released or removed at Closing). f.Condemnation. If, prior to Closing, condemnation proceedings are commenced against any portion of the Property, Buyer shall have the right to either (i) terminate this Agreement by delivering written notice to Seller within fifteen (15) days of Buyer's receipt of written notice from Seller of such condemnation proceedings, receive a full and prompt refund of the remaining Earnest Money (excluding the Released Earnest Money and the Extension Fees), ; or (ii) elect not to terminate the Agreement and appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to (A) Seller and the Purchase Price will be reduced by the same amount, or (B) Buyer and the Purchase Price will not be reduced. If Buyer elects to terminate this Agreement pursuant to the terms of this Section 5.g, Buyer shall be permitted to seek damages from the condemning authority. 6.Defaults and Remedies. a.SELLER DEFAULT. IF SELLER FAILS TO PERFORM IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OR OTHERWISE BREACHES ANY OF THE TERMS, COVENANTS, AGREEMENTS, REPRESENTATION OR WARRANTIES CONTAINED IN THIS AGREEMENT, AND SUCH FAILURE OR BREACH IS NOT CURED BY SELLER WITHIN FIFTEEN (15) DAYS AFTER BUYER'S DELIVERY TO SELLER OF WRITTEN NOTICE THEREOF (AND THE CLOSING DEADLINE AND ALL EXTENSIONS THEREOF WILL BE EXTENDED BY FIFTEEN (15) DAYS),THEN (I) BUYER MAY TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE THEREOF TO SELLER, WHEREUPON THE EARNEST MONEY (INCLUDING WITHOUT LIMITATION, THE RELEASED EARNEST MONEY AND ALL EXTENSION FEES) SHALL BE IMMEDIATELY REFUNDED AND RETURNED TO BUYER, , WITHOUT THE NEED FOR SELLER'S CONSENT, AS BUYER’S SOLE REMEDY.. BUYER WAIVES THE RIGHT TO EXERCISE ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO BUYER BECAUSE OF A DEFAULT BY SELLER, WHETHER AT LAW AND/OR IN EQUITY, INCLUDING WITHOUT LIMITATION, THE RIGHT TO SUE SELLER FOR ADDITIONAL DAMAGES OR SEEK SPECIFIC PERFORMANCE. b.BUYER DEFAULT. IF BUYER FAILS TO PERFORM IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OR OTHERWISE BREACHES ANY OF THE TERMS, COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT, AND SUCH FAILURE OR BREACH IS NOT CURED BY BUYER WITHIN FIFTEEN (15) DAYS AFTER SELLER'S DELIVERY TO BUYER OF WRITTEN NOTICE THEREOF, THEN, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, SELLER MAY TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE THEREOF TO BUYER, THE Purchase and Sale Agreement- Page 9 EARNEST MONEY SHALL BE FORFEITED BY BUYER AND DELIVERED TO SELLER ALONG WITH ANY DUE DILIGENCE PERIOD EXTENSION FEES AND CLOSING DEADLINE EXTENSION FEES, TOGETHER WITH ACCRUED INTEREST THEREON, AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY. SELLER ACKNOWLEDGES AND AGREES THAT THE EARNEST MONEY AND ALL EXTENSION FEES IS A FAIR AND EQUITABLE AMOUNT FOR SELLER TO RECEIVE SINCE SELLER WILL HAVE CHANGED ITS POSITION IN RELIANCE ON BUYER COMPLETING THE TRANSACTION HEREIN DESCRIBED, WILL HAVE HELD THE PROPERTY OFF THE MARKET FOR AN EXTENDED PERIOD OF TIME IN RELIANCE UPON BUYER'S ABILITY TO CLOSE THIS TRANSACTION AND THE DAMAGES SUSTAINED BY SELLER IN SUCH CASE WOULD NOT OTHERWISE BE REASONABLY ASCERTAINABLE. SELLER WAIVES THE RIGHT TO EXERCISE ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO SELLER BECAUSE OF A DEFAULT BY BUYER, WHETHER AT LAW AND/OR IN EQUITY, INCLUDING WITHOUT LIMITATION, THE RIGHT TO SUE BUYER FOR ADDITIONAL DAMAGES OR SEEK SPECIFIC PERFORMANCE. 7.Seller's Covenants, Representations and Warranties. Seller covenants, represents and warrants to Buyer that: a.Title. Seller is the owner of good and indefeasible fee simple title in and to the Property, and Seller has been the sole owner of the Property during the 40-month period preceding the Effective Date. b.Authority; Enforceability. Seller has the capacity and authority to execute this Agreement and perform its obligations under this Agreement conditioned upon Buyer’s performance of its obligations. This Agreement constitutes a legal and valid binding obligation of Seller, enforceable against Seller in accordance with its terms. All action necessary to authorize Seller's execution (and execution by the individual executing this Agreement on behalf of Seller), delivery and performance of this Agreement has been taken and such action has not been rescinded or modified. c.Hazardous Substances. Neither Seller nor to Seller’s knowledge. any prior owner or occupant of the Property has: (i) caused or permitted, and Seller has received no notice and has no knowledge of the generation, manufacture, refinement, transportation, treatment, storage, deposit, release, salvage, installation, removal, disposal, transfer, production, burning or processing of Hazardous Substances (as hereinafter defined) on, under or about the Property or any adjacent properties; (ii) caused or permitted, and Seller has received no notice and has no knowledge of, the Release (as hereinafter defined) or existence of any Hazardous Substance on, under or affecting the Property or any adjacent properties; or (iii) caused or permitted, and Seller has received no notice and has no knowledge of, any substances or conditions on, under or affecting the Property or any adjacent properties which may support any claim or cause of action, whether by a governmental agency or any other person or entity, under any applicable federal, state or local law, rule, ordinance or regulation, including without limitation, those related to Hazardous Substances. For the purpose of this Agreement, the terms "Hazardous Substances" and "Release" shall have the same meaning as set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq.; provided, however, that the definition of Hazardous Substances shall also include petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde, polychlorinated biphenyl Purchase and Sale Agreement- Page 10 compounds and any other substance considered hazardous to humans or the environment. d.Leases; Options. There are no outstanding written or oral leases, easements and/or other types of agreement in any way affecting the Property that are not recorded in the Real Property Records of Nueces County, Texas, (ii) no person or entity has any right with respect to all or any portion of the Property (whether by option to purchase, easement, right of first refusal, contract or otherwise) that may prevent or interfere with Buyer taking title to, and exclusive possession of, all of the Property at Closing, and (iii) Seller shall not enter into any new lease, easement or other contract with respect to the Property during the pendency of this Agreement that is not terminable upon demand without Buyer's prior written consent, which may be given or withheld by Buyer in Buyer's sole and absolute discretion. e.No Notices. Seller has not received any notice of, and to the best of its knowledge, there are no (i) proposed special assessments, condemnation or changes in the roads adjacent to the Property; (ii) pending public improvements that will result in any charge being levied or assessed against, or a lien being created upon, the Property; or (iii) pending or threatened eminent domain or condemnation proceedings against or involving any portion of the Property or any adjacent parcel. f.Access. Seller has not received any notice of any existing or proposed plans to widen, modify or realign any street adjoining the Property. Seller has no knowledge of any pending or threatened proceeding by any governmental authority, or any other fact or condition, which would limit or result in the termination of the Property's access to and from such public highways, streets and roads. g.Reserved. h.Utility District. The Property is not situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services. i.Reserved. j.Owners' Association. The Property is not subject to mandatory membership in a property owners' association. k.Litigation. There is no pending or threatened litigation, arbitration, administrative action or examination, claim or demand whatsoever relating to the Property; and no attachments, execution proceedings, liens, assignments or insolvency proceedings are pending or threatened against Seller or the Property or contemplated by Seller. I. Performance under Leases and Service Contracts. During the pendency of this Agreement, Seller will perform its material obligations under all agreements that affect the Property. m.Reserved. n.Exclusive Rights. In consideration of Buyer's efforts and expenses required to perform its review of the Property, Seller agrees that it will not, at any time before the Closing Deadline, (i) either directly or indirectly, offer to sell or solicit any offers to Purchase and Sale Agreement- Page 11 purchase or negotiate for the sale or disposition of the Property ; nor (ii) enter in an agreement with any party other than Buyer to purchase (including without limitation, options to purchase) any portion of the Property. o.Foreign Person. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. Seller shall fully disclose to Buyer, immediately upon its occurrence, any change in facts, assumptions or circumstances of which Seller becomes aware prior to the Closing Date that may affect the representations and warranties set forth above. The representations and warranties of Seller contained herein shall survive the Closing and delivery of the Deed. 8.Miscellaneous. a.Plans and Approvals. Buyer shall have the right to file, at Buyer's expense, any and all applications and plans necessary to obtain building permits, rezoning, subdivision (or the vacation of any existing subdivision or plat and/or any other agreement, assurance, approval or permit from any and all governmental authorities having jurisdiction over the Property that Buyer deems appropriate in connection with the intended purpose of the Property. b.Notices and Deadline Dates. Any notice, request, demand, instruction or other document to be given or served hereunder or under any document or instrument executed pursuant to this Agreement shall be in writing and shall be (i) delivered personally, or (ii) sent or by overnight express courier, postage prepaid, or (iii) sent by facsimile or electronically (email), each addressed to the Parties at their respective addresses set forth above, and the same shall be effective upon receipt if delivered personally, by overnight courier or by facsimile or electronically (with respect to delivery by facsimile or electronically, upon the request by the sending party, the receiving party shall promptly provide confirmation of receipt). A Party may change its address for receipt of notices by service of a notice of such change in accordance herewith. If any deadline under this Agreement falls on a Saturday, Sunday or legal holiday (which for purposes of this Agreement shall be not be considered a "business day"), the deadline shall be extended to the next business day. c.Attorneys' Fees. In the event either Party brings an action at law or other proceeding permitted under the terms of this Agreement against the other Party in order to enforce or interpret any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Agreement or by reason of any breach or default hereunder or thereunder, the Party prevailing in any such action or proceeding shall be paid all reasonable costs and expenses, including without limitation reasonable attorneys' fees, by the non-prevailing Party. d.Assignment: Binding Agreement. Seller may not assign this Agreement without the written consent of Buyer. Buyer may assign this Agreement or any interest herein without the consent of Seller to an entity owned by, in common ownership with, or managed by Buyer. In the event of such an assignment of this Agreement, the assignor shall be released from any and all of the assignor's obligations under this Agreement, provided the assignee agrees in writing to be fully bound by the terms and conditions of this Agreement as if such assignee had been the original Party hereunder. This Purchase and Sale Agreement- Page 12 Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assignees. This Agreement constitutes the entire agreement between the Parties, and supersedes any and all prior agreements, arrangements and understandings between the Parties. This Agreement may only be amended by a written agreement executed by all of the Parties. e.BROKERS AND COMMISSIONS. BUYER AND SELLER REPRESENT AND WARRANT TO EACH OTHER THAT NEITHER HAS DEALT WITH A BROKER, AGENT OR OTHER PERSON IN CONNECTION WITH THIS TRANSACTION OTHER THAN GEORGE CLOWER, THE CLOWER COMPANY, AND BUYER SHALL PAY GEORGE CLOWER BROKERAGE FEE OF FOUR AND 1/2 PERCENT (4.5%) OF PURCHASE PRICE. SELLER AND BUYER EACH INDEMNIFY THE OTHER AGAINST, AND SHALL HOLD EACH OTHER HARMLESS FROM, ANY AND ALL SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS AND EXPENSES OF OR FOR ANY FEES OR COMMISSIONS WHICH ARE THE RESPONSIBILITY OF THE INDEMNIFYING PARTY, AND SHALL PAY ALL COSTS OF DEFENDING ANY ACTION OR LAWSUIT BROUGHT TO RECOVER ANY FEES OR COMMISSIONS INCURRED BY THE OTHER, INCLUDING REASONABLE ATTORNEYS' FEES. f.Effect of Termination. This Agreement shall be void and of no further force and effect upon any proper termination under the terms hereof (other than terms herein that specifically provide that they survive the termination of this Agreement). g.Multiple Counterparts. This Agreement may be executed in one or more counterparts, and all so executed shall constitute one and the same agreement, binding upon the Parties, and notwithstanding that all of the Parties are not signatories to the same counterparts. h.Time of the Essence. Time is of the essence of this Agreement and every provision hereof. i.CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA AND THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CHOICE AND CONFLICT OF LAW PRINCIPLES. VENUE AND JURISDICTION FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL BE EXCLUSIVELY IN NUECES COUNTY, TEXAS. j.Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement, a legal, valid and enforceable provision that is as similar in terms to such illegal, invalid or unenforceable provision as is possible. k.Complete Understanding.This Agreement represents the complete understanding between the Parties as to the subject matter hereof and supersedes all prior negotiations, statements and agreements, either written or oral, between the Purchase and Sale Agreement- Page 13 Parties. No inducements, representations, statements or agreements have been made or relied upon in the making of this Agreement, except those specifically set forth in this Agreement. Neither Party has any right to rely on any other prior or contemporaneous statements and/or agreements made by anyone concerning this Agreement that are not set forth herein. 9.Texas Disclosures. By its signature to this Agreement, Buyer hereby acknowledges its receipt of the following notices at or before the execution of this Agreement: a.Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax year the taxable value of the Property that is the subject of this Agreement is determined by a special appraisal method that allows for appraisal of the Property at less than its market value, Buyer may not be allowed to qualify the Property for that special appraisal in a subsequent tax year and the Property may then be appraised at its full market value. In addition, the transfer of the Property or a subsequent change in the use of the Property may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the Property. The taxable value of the Property and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the Property is located. b.Notice Regarding Possible Annexation. If the Property that is the subject of this Agreement is located outside the limits of a municipality, the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, Buyer should contact all municipalities located in the general proximity of the Property for further information. c.Property Located in a Certificated Service Area of a Utility Service Provider. The Property may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If the Property is located in a certificated area there may be special costs or charges that Buyer will be required to pay before Buyer can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to the Property. Buyer is advised to determine if the Property is in a certificated area and contact the utility service provider to determine the cost that Buyer will be required to pay and the period, if any, that is required to provide water or sewer service to the Property. d.Notice Regarding Title. The Texas Real Estate License Act requires a real estate agent to advise Buyer that he should have an attorney examine an abstract of title to the Property being purchased; or a title insurance policy should be obtained. Notice to that effect is hereby given to Buyer. 10.Tax Credit Provisions. Notwithstanding anything to the contrary set forth in this Agreement or otherwise: a.Tax Credits. The Parties hereby acknowledge that Buyer intends to (i) apply for, syndicate and sell certain low-income housing tax credits (whether under state or Purchase and Sale Agreement- Page 14 federal law, collectively, "Tax Credits") with the assistance of the appropriate housing agency of the state in which the Land is located (the "Housing Agency"); and that Buyer's intended use of the Property is not viable unless Buyer is successful in doing so. b.Seller’s Right to Terminate – Seller has right to terminate this agreement and retain all Released Earnest Money and Extension Fees on or after January 1, 2022 if Buyer has not received an award of 9% tax credits from the Housing Agency or Buyer has not exercised their rights under Section 4 to terminated this agreement. [Signatures begin on the next page] IN W ITNESS W HEREOF , the Parties have executed this Agreement as of the day and year first above written. Seller: Date:. ___________ _ APPROVED AS TO FORM: Kent Mcllyar, Assistant City Attorney Date: __________ _ Buyer: Date: __________ _ Purchase and Sale Agreeme nt-Page 15 City of Corpus Christi , Texas By:. ______________________________ __ Name: _______________ _ Title: _________________ __ TG 110, Inc . ::·~ftr~ Name: Gi lbert M. Piette Title : Exec utive Directo r Purchase and Sale Agreement- Page 16 TITLE COMPANY'S ACCEPTANCE AND RECEIPT By signing this Acceptance and Receipt, the Title Company (a) acknowledges that it has received a copy of this Agreement executed by both Buyer and Seller, (b) agrees to act as escrow agent hereunder, (c) acknowledges that it has received from Buyer the sum of $6,500.00 constituting Buyer's deposit of the Earnest Money hereunder, which the Title Company has deposited into one of its federally insured interest bearing accounts, and (d) acknowledges that is has received from Buyer the sum of $1,000.00 constituting Buyer's payment of the Independent Consideration hereunder. The Title Company shall likewise deposit any additional amounts it receives constituting Earnest Money into a federally insured interest bearing account. SAN JACINTO TITLE SERVICES OF TEXAS By: _ Name: Title: Date: , 2020 Purchase and Sale Agreement- Exhibit A EXHIBIT A Final Legal Description to be provided by Survey as detailed in the Purchase and Sale Agreement. Tract of land located at 209 Caranachua St., Corpus Christi, Texas 78401; NCAD Parcel ID - 200022566 Legal Description - SOUTH BLUFF LTS 2, 3, 4, 11, 12 & 13 BK 5 as illustrated below: DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Judy Villalon, City Treasurer JudyAV@CCTexas.com (361) 826-3651 Heather Hurlbert, Director of Finance and Business Analysis HeatherH3@CCTexas.com (361) 826-3227 Kim Baker, Director of Contracts and Procurement KimB2@CCTexas.com (361) 826-3169 CAPTION: Ordinance designating Frost Bank as the depository for the City’s municipal funds pursuant to Chapter 105, Local Government Code; and authorizing the City’s Chief Financial Officer to execute a five-year depository services contract to commence on January 1, 2021. SUMMARY: This ordinance establishes a full-service commercial depository to provide depository services for the City’s funds. BACKGROUND AND FINDINGS: The City has a continuous need for a full-service commercial depository to provide depository services for the City’s funds. The City is currently under agreement for depository services with Frost Bank. The initial three-year term of that agreement commenced on January 1, 2016 and continued through December 31, 2018. The two one -year extension periods were exercised which extended the agreement through December 31, 2020, at which time the current agreement expires. Depository Bank Services Agreement between the City of Corpus Christi and Frost Bank AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting December 1, 2020 Second Reading Ordinance for the City Council Meeting of December 8, 2020 Contracts and Procurement issued a Request for Applications (RFA) for depository services for the City of Corpus Christi. The City Treasurer notified six local banks of the RFA. It was advertised twice in the Corpus Christi Caller-Times as required by the Texas Local Government Code and was posted to the City’s website. Three applications were received from Frost Bank, Plains Capital Bank and Wells Fargo Bank, N.A. The applications were evaluated to ascertain the most advantageous and best value to the City by an evaluation team. The criteria used in the evaluation were as follows: Capability to provide services required Earnings potential and funds availability Creditworthiness of the Depository Depository services costs Important factors also considered during the evaluation process included : lockbox services functionality of the system service level cost of services references The evaluation team recommends awarding the contract to Frost Bank. Frost Bank offers the closest lockbox facility for the processing of three lockboxes. Therefore, customer payments are not delayed by additional mail time. Frost Bank offers a high level of technological services, convenient locations, local representation, excellent customer service and the closest lockbox facility which ensures prompt receipt through the mail. The City of Corpus Christi has been a Frost Bank customer for the past 23 years. ALTERNATIVES: The Texas Local Government Code Chapter 105 requires the governing body of a municipality to authorize a depository services agreement. The current depository contract expires on December 31, 2020 and a new depository contract needs to be in place at that time. FISCAL IMPACT: There is no fiscal impact for the City. The City maintains a balance with the Bank and receives an earnings allowance. This earnings allowance is used to offset the monthly bank service fees. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 10830 Cash Management Mission Element: 184 Treasury for Debt & Cash Mgmt. Project # (CIP Only): n/a Account: 540030 Interest & Bank Charges RECOMMENDATION: Staff recommends approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Scoring Matrix Attachment A – Depository Service Agreement and attachments Ordinance designating Frost Bank as the depository for the City’s municipal funds pursuant to Chapter 105, Local Government Code; and authorizing the City’s Chief Financial Officer to execute a five-year depository services contract to commence on January 1, 2021. Whereas, the City of Corpus Christi, through the City Treasurer, issued a Request for Applications for depository services in accordance with State law; Whereas, three banks submitted responses which were received and reviewed by the City Treasurer and staff; and Whereas, the City Council has been presented with the specifications of each application in accordance with Section 105.011, Texas Local Government Code, and responses, along with staff’s recommendation for consideration. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. Frost Bank is designated as the City’s depository for municipal funds. Section 2. The City’s Chief Financial Officer is authorized to execute a depository services contract, and including any required banking documents, with Frost Bank to provide municipal depository services, lockbox services, and related financial services to the City of Corpus Christi for a period of five years commencing on January 1, 2021, and ending on December 31, 2025. 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 on this the ______ day of _________________, 2020 ATTEST: CITY OF CORPUS CHRISTI _______________________________ _________________________________ Rebecca Huerta Joe McComb City Secretary Mayor Attest: City of Corpus Christi _______________________________________ ______________________________________ Rebecca Huerta, City Secretary Joe McComb, Mayor RFA 2939 - Depository Services Sr. Buyer: Minerva Alvarado Proposal Evaluation Frost Bank Wells Fargo PlainsCapital Bank Minimum Requirements (Pass/Fail) Required three years in business No outstanding lawsuits during last 5 years No outstanding regulatory issues last 5 years No current litigation with the City during last 5 years References Provided for firm Technical Proposal (60 points)59 48 42 Capability to provide services required Earnings potential and funds availability Creditworthiness of the Depository Depository Services Costs (40 points)37 40 25 96 88 67 Pass Pass Pass ATTACHMENT B Attached to and made a part of the City of Corpus Christi Depository Services Agreement AUTHORIZATION FOR DEPOSITORY ACCOUNTS As the duly authorized Chief Financial Officer of the City of Corpus Christi, I designate the employees listed below as the Authorized City Representatives of the City of Corpus Christi. The signatures below are the signatures of the Authorized City Representatives vested with full authority to sign and transact business for the City including, but not limited to, account transfers, open and close accounts, request reports, or authorize other signatories to specific bank accounts. The signatures of the employees subscribed below are true and genuine: Judr Villalon City Treasurer Name Title Signature Assistant Director of Finance Alma Iris Casas and Business Analysis Name Title Signature Director of Finance Heather Hurlbert and Business Analysis Name Title Signature This Authorization for Dep ository Accounts is entered into in addition to and will not amend, modify, waive or revoke any of the terms of the City of Corpus Christi Depository Agreement except as expressly provided herein. This authorization is entered into to facilitate the electronic transfer of funds or administration of the services to be provided pursuant to the City of Corpus Christi Depositor y Agreement. It is not intended to empower Authorized City Representatives to approve or accept amendments, waivers, or new provisions or tem1s to the Depository Agreement on behalf of the City of Corpus Christi. Authorized City Representatives remain authorized until the Depository receives written notification revoking authorization for one or more of the Authorized Representatives listed herein or receives a fully executed replacement of this Exhibit A. THIS AUTHORIZATION FOR DEPOSITORY ACCOUNTS is effective this �th day of_�-' 20 and revokes all previous authorizations. ATTEST: Name: Rebecca L. Huerta Title: City Secretary CITY OF CORPUS CHRISTI By: ------=----=--=----c-------N am e: Constance P. Sanchez Title: Chief Financial Officer FROST PLHLIC FU\"DS E:\TITY DEPOSITORY AGREE\IE:\T (APRIL 2020) FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 1 SECURITY AGREEMENT FROST BANK, (the "Bank"), for valuable consideration, the receipt and sufficiency of which is acknowledged, grants a security interest in and a pledge and assignment of (a) any and all Eligible Collateral (as defined below) from time to time held by The Federal Reserve Bank, Federal Home Loan Bank and/or The Bank of New York Mellon Trust Company, N.A. (the "Custodian"), identified on the Custodian's books as held for the account of the Depositor or jointly for the account of the Bank and the Depositor, together with (b) the products and proceeds of the foregoing and any substitutions or replacements thereof, whenever acquired and wherever located (the "Collateral") to CITY OF CORPUS CHRISTI (the "Depositor"), in order to secure the payment when due, of the Deposits (as defined below) pursuant to the depository agreement ("Depository Agreement") between the Bank and the Depositor, dated of even date with this security agreement (the "Agreement") : 1. Definitions. Except as otherwise expressly defined in this Agreement, all terms used herein which are defined in the Uniform Commercial Code as in effect from time to time in Texas (the "Code") have the same meaning as in the Code. All other terms capitalized but not defined herein or in the Code have the meanings assigned to them in the Depository Agreement. "Account" shall mean the separate custodial account established with Custodian in the name of Bank and for the benefit and subject to the control of Depositor as secured party in accordance with this Agreement. "Authorized Person" shall be any officer of Depositor or Bank, as the case may be, duly authorized to give Written Instructions on behalf of Depositor or Bank, respectively, such authorized persons for Depositor to be designated in a certificate substantially in the form of Exhibit B, attached hereto, as such exhibit may be amended from time to time, or as designated in such other forms as may be prescribed by the Bank. "Book-Entry System" shall mean the Federal Reserve/Treasury Book Entry System for receiving and delivering U.S. Government Securities. "Business Day" shall mean any day on which Custodian and Bank are open for business and on which the Book Entry System is open for business. "Collateral Requirement" shall mean an amount of Securities with a Market Value equal to 102% of Uninsured Deposits; provided, however, to the extent that mortgage-backed securities (declining principal balance) are used as Eligible Collateral, "Collateral Requirement" shall mean an amount of Securities with a Market Value equal to 110% of Uninsured Deposits secured with such mortgage-backed securities. "Deposits" shall mean all deposits by Depositor in Bank, including all accrued interest on such deposits, that are available for all uses generally permitted by Bank to Depositor for actually and finally collected funds under the Bank's account agreement or policies. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 2 "Eligible Collateral" shall mean any Securities of the types enumerated in the Schedule of Eligible Collateral (which types are in compliance with the collateral policy adopted and approved by the governing body of Depositor) attached hereto as Exhibit A, as such exhibit may be amended from time to time pursuant to a written amendment signed by each of the parties to this Agreement, and any Proceeds of such Securities. "Market Value" shall mean: (i) with respect to any Security held in the Account, the market value of such Security as made available to Bank or Custodian by a generally recognized source selected by the Bank or the Custodian, plus, if not reflected in the market value, any accrued interest on such Security, or, if such source does not make available a market value, the market value shall be as determined by Custodian or the Bank in its sole discretion based on information furnished to Custodian or Bank by one or more brokers or dealers; and (ii) with respect to any cash held in the Account, the face amount of such cash. "Proceeds" shall mean any principal or interest payments or other distributions made in connection with Eligible Collateral and anything acquired upon the sale, lease, license, exchange, or other disposition of Eligible Collateral. "Security" or "Securities" shall include, without limitation, any security or securities held in the Book-Entry System; common stock and other equity securities; bonds, debentures and other debt securities; notes, mortgages, or other obligations; and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests in such security or securities. "Trust Receipt" shall mean evidence of receipt, identification, and recording, including a written or electronically transmitted advice or confirmation of transaction or statement of account. Each advice or confirmation of transaction shall identify the specific securities which are the subject of the transaction. If available, statements of account may be provided by the Bank or the Custodian at least once each month and when reasonably requested by the Depositor, and must identify all Eligible Collateral in the Account and its Market Value. "Uninsured Deposits" shall mean that portion of the daily ledger balance (amount of funds plus the amount of any accrued interest on the funds) of Depositor’s Deposits with Bank which exceeds the standard maximum deposit insurance amount ("SMDIA") of the Federal Deposit Insurance Corporation ("FDIC"). "Written Instructions" shall mean written communications actually received by Bank or Custodian from an Authorized Person or from a person reasonably believed by Bank or Custodian to be an Authorized Person by a computer, telex, telecopier, or any other system whereby the receiver of such communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity of the sender of such communication. 2. Security Requirement. (a) The Bank, to secure the timely payment of Uninsured Deposits made by Depositor, has deposited with Custodian certain Securities as more fully described in the initial confirmation or Trust Receipt of such deposit delivered by Custodian to Bank and Depositor respectively. Pursuant to the Code, the Custodian shall act as a bailee or agent of the Depositor and, to the extent not inconsistent with such duties, shall hold Securities as a securities intermediary (as such term is defined in Chapter 8 of the Code) in accordance with the provisions of this Agreement, the FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 3 Depository Agreement, and of any agreement entered into with the Custodian further governing the provision of Security by the Bank for Uninsured Deposits. (b) (i) To secure the timely payment of Uninsured Deposits made by Depositor with Bank, Bank agrees to deliver or cause to be delivered to Custodian for transfer to the Account, Eligible Collateral having a Market Value equal or greater than the Collateral Requirement. (ii) If the Market Value of such Eligible Collateral on any Business Day is less than the Collateral Requirement for such day, the Bank shall be required to deliver additional Eligible Collateral having a Market Value equal to or greater than such deficiency as soon as possible but no later than the close of business of Custodian on the Business Day on which Bank determined such deficiency. If on any Business Day, the aggregate Market Value of the Eligible Collateral provided pursuant to this Agreement exceeds the Collateral Requirement for such day, Custodian shall, at the direction of Bank and with the approval of the Authorized Person acting on behalf of the Depositor, transfer from the Account to or for the benefit of Bank, Eligible Collateral having a Market Value no greater than such excess amount. (iii) When additional Eligible Collateral is required to cover incremental Deposits, the Bank must receive the request for collateral one (1) Business Day prior to the Business Day the incremental Deposits are received, and the Bank shall be required to deliver additional Eligible Collateral having a Market Value equal to or greater than the deficiency on the Business Day the incremental Deposits are received. (c) For any changes made to the Eligible Collateral held in the Account due to releases, substitutions, or additions of Eligible Collateral, the Custodian shall update its records of the Account accordingly as soon as possible and promptly issue a Trust Receipt to the Depositor and the Bank. (d) The Bank shall be entitled to income on Securities held by the Custodian in the Account, and the Custodian may dispose of such income as directed by Bank without approval of the Depositor, to the extent such income is not needed to meet the Collateral Requirement. 3. Custody of Securities. The parties agree that all Securities held in the Account shall be treated as financial assets. For purposes of the Code, the security interest granted by Bank in the Eligible Collateral and Proceeds for the benefit of the Depositor is created, attaches, and is perfected for all purposes under Texas law from the time Custodian identifies the pledge of any Eligible Collateral or Proceeds to the Depositor and issues a Trust Receipt to the Depositor for such Eligible Collateral or Proceeds. The security interest of the Depositor in Securities and all Proceeds shall terminate upon the transfer of such Securities or Proceeds from the Account. 4. Delivery of Securities. Bank and Depositor agree that Securities and Proceeds delivered to or received by Custodian for deposit in the Account may be in the form of credits to the accounts of Custodian in the Book Entry System. Bank and Depositor authorize Custodian on a continuous and ongoing basis to deposit in the Book Entry System all Securities and Proceeds that may be deposited therein and to utilize the Book Entry System in connection with its performance under this Agreement. Securities and Proceeds credited to the Account and deposited in the Book Entry System will be represented in accounts that include only assets held by Custodian or its agent(s) FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 4 for third parties, including but not limited to accounts in which assets are held in a fiduciary, agency, or representative capacity. The Bank acknowledges that to the extent permitted by law, the records of the Bank and/or the Custodian with respect to the pledge of Eligible Collateral as described in this Agreement: (a) may be inspected by the Depositor or by the Texas Comptroller of Public Account s (the "Comptroller"), at any time during regular business hours of the Bank or the Custodian; (b) such records may be subject to audit or inspection at any time pursuant to Sections 2257.025 and 2257.061 of the Texas Government Code, as amended; and (c) reports must be filed by the Custodian with the Comptroller when requested by the Comptroller. 5. Collection of Securities. If Depositor certifies in writing to Custodian that (a) Bank is in default under any underlying pledge or security agreement between Depositor and Bank, including the Depository Agreement and (b) Depositor has satisfied any notice or other requirement to which Depositor is subject pursuant to the Depository Agreement, then Depositor may give Custodian and any appointed receiver Written Instructions to transfer the value of specific amounts and issues of Securities held in the Account and, if applicable, specific amounts of the Proceeds held in the Account which have not previously been released to Bank, up to the amount that Depositor has in its depository account with Bank as of the date the Bank default occurs, to designated accounts of Depositor and to cease releasing to an account of Bank any Proceeds reflecting the interest and principal on Securities in the Account as provided in Section 2(d). 6. Representation and Warranties. (a) Representations of Bank. Bank represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) the Board of Directors of the Bank has authorized the Bank to enter into this Agreement, and such authorization is reflected in the approving resolution of the Bank's Board of Directors and in the minutes of the meeting of the Board of Directors at which this Agreement was approved, and this Agreement has been legally and validly entered into and is enforceable against Bank in accordance with its terms; (ii) this Agreement and the pledge of Eligible Collateral under this Agreement do not violate or contravene the terms of the Bank's charter documents, by-laws, or any agreement or instrument binding on the Bank or its property, or any statute or regulation applicable to the Bank; (iii) the Bank has entered into this Agreement and the Depository Agreement (A) in the ordinary course of business, (B) in good faith and on an arm's-length basis with the Depositor, (C) not in contemplation of bankruptcy or insolvency, and (D) without intent to hinder, delay, or defraud the Bank's creditors; (iv) a copy of each of (A) this Agreement, (B) the Depository Agreement, and (C) the resolution of the Board of Directors of the Bank approving this Agreement and the minutes of the meeting of the Board of Directors at which this Agreement was approved, have been placed (and will be continuously maintained) in the official records of the Bank; FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 5 (v) the Bank is sole legal and actual owner of the Securities or of beneficial interests in Securities deposited in the Account, free of all security interests or other encumbrances, except the security interest created by this Agreement; (vi) this Agreement was executed by an officer of Bank who was authorized by the Bank's Board of Directors to do so; (vii) the Bank is a bank or trust company duly authorized to do business in the State of Texas; and (viii) all acts, conditions, and things required to exist, happen, or to be performed on its part precedent to and in the execution and delivery of this Agreement by it exist or have happened or have been performed. (b) Representations of Depositor. Depositor represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) this Agreement has been legally and validly entered into, has been approved by the Depositor's governing body, and does not and will not violate any statute or regulation applicable to it and is enforceable against Depositor in accordance with its terms; (ii) the appointment of Custodian has been duly authorized by Depositor and this Agreement was executed by an officer of Depositor duly authorized to do so; (iii) (A) all Securities identified on the Schedule of Eligible Collateral, attached hereto as Exhibit A, may be used to secure Depositor’s Uninsured Deposits under applicable statutes and regulations, (B) the Collateral Requirement meets the requirements of such applicable statutes and regulations, (C) the governing board of Depositor has approved a collateral policy which authorizes all such Securities to be used as Eligible Collateral, and (D) such collateral policy complies with all applicable statutes and regulations; (iv) it will not sell, transfer, assign, convey, pledge, or otherwise dispose in whole or in part its interests in or the rights with respect to any Securities deposited in the Account, or the Proceeds of such Securities, except as permitted in Section 5 of this Agreement; (v) all acts, conditions, and things required to exist, happen, or to be performed on its part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed; (vi) Depositor will comply with the terms of any other agreements it may have with the Bank in connection with this Agreement; and (vii) In the event Depositor requests any financial services from the Bank other than depository services, the Depositor shall provide the Bank with a copy of the Depositor’s current investment policy. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 6 7. Continuing Agreement. This Agreement shall continue and remain in full force and effect and shall be binding upon the Bank and its successors and assigns until such time as (a) all Deposits have been paid in full to the Depositor or otherwise paid as instructed by the Depositor, and (b) the Depository Agreement is no longer in effect. 8. Rights and Remedies of the Depositor. The Depositor's rights and remedies with respect to the Collateral shall be those of a secured party under the Code and under any other applicable law, as the same may from time to time be in effect, in addition to those rights granted in this Agreement, in the Depository Agreement, and in any other agreement in effect between the Bank and the Depositor. The Depositor agrees to provide the Bank and the Custodian with reasonable notice of the sale, disposition, or other intended action subject to the provisions of this Agreement in connection with the Collateral, whether required by the Code or otherwise. 9. Application of Proceeds by the Depositor. In the event the Depositor requests that the Custodian and receiver sell or otherwise dispose of the Collateral in the course of exercising the remedies provided for in Section 5 above and in the Depository Agreement, any amounts held, realized, or received by the Depositor pursuant to the provisions of this Agreement, including the proceeds of the sale, in whole or in part, of any of the Collateral, shall be applied by the Depositor first toward the payment of any costs and expenses incurred by the Depositor (a) in enforcing this Agreement, (b) in realizing on selling, disposing or protecting any Collateral and (c) in enforcing or collecting any Deposits, including attorneys' fees, and then toward payment of the Deposits in such order or manner as the Depositor may elect. Any Collateral remaining after such application and after payment to the Depositor of all the Deposits in full shall be paid or delivered to the Bank, its successors or assigns, or as a court of competent jurisdiction may direct. 10. Notices. Any communication, notice, or demand to be given under this Agreement shall be duly given when delivered in writing or sent by telex or facsimile to a party at its address indicated below. If to the Depositor, at: Judy Villalon, City Treasurer City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 JudyAV@cctexas.com If to the Bank, at: Eileen Slater; Senior Vice President Frost Bank 111 W. Houston Street San Antonio, Texas 78205 eileen.slater@frostbank.com FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 7 11. Miscellaneous. (a) Updating Certificate of Authorized Persons. Depositor agrees to furnish to Bank a new and updated "Certificate of Authorized Persons" substantially in the form of Exhibit B, attached hereto, or in similar form as Bank may require, within a reasonable amount of time after there are additions or deletions to list of Authorized Persons authorized to act on behalf of the Depositor. (b) Invalidity; Severability. If any clause or provision of this Agreement is for any reason held to be invalid, illegal or unenforceable, such holding shall not affect the validity, legality or enforceability of the remaining clauses or provisions of this Agreement. (c) Amendment. This Agreement may not be amended or modified in any manner except by written agreement executed by all of the parties. (d) Assignment and Binding Effect. The Depositor may not assign all or any part of its rights or obligations under the Agreement without the Bank’s prior express written consent, which may be withheld in the Bank’s sole discretion. The Bank may assign or delegate all or any part of its rights or obligations under the Agreement, including, without limitation, the performance of the services described herein. The Agreement will be binding on and inure to the benefit of the successors and permitted assigns of either party. (e) Governing Law; Venue. This Agreement shall be construed in accordance with the substantive laws of the State of Texas, without regard to conflicts of law principles thereof. Bank and Depositor hereby consent to the non-exclusive jurisdiction of a state or federal court situated in Bexar County, Texas, in connection with any dispute arising hereunder. Bank and Depositor hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Bank and Depositor each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding ari sing out of or relating to this Agreement. (f) Liability of the Parties. The Bank’s and Depositor’s duties and responsibilities to each other are limited as set forth in this Agreement, except with respect to any provisions of the law which cannot be varied or waived by agreement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BANK NOR DEPOSITOR WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS) OR FOR ANY INDIRECT LOSS THAT THE OTHER PARTY MAY INCUR OR SUFFER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER (EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 8 IN WITNESS WHEREOF, the Bank and Depositor have caused this Agreement to be duly executed as of January 1, 2021. FROST BANK By ________________________________ Name: Daniel Nash Title: Assistant Vice President DEPOSITOR ACCEPTS AND AGREES as of _________________________ CITY OF CORPUS CHRISTI By ________________________ Name: Constance P. Sanchez Title: Chief Financial Officer FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 9 EXHIBIT A Schedule of Eligible Collateral Eligible Collateral All funds on deposit under the provisions of this agreement shall be continuously secured in accordance with the Texas Public Funds Collateral Act, Chapter 2257 of the Texas Government Code. The following securities are approved as collateral for CITY OF CORPUS CHRISTI funds: 1. Obligations of the United States or its agencies and instrumentalties, or which are backed by the full faith and credit of the United States; 2. Direct obligations of this state or its agencies and instrumentalities; 3. Obligations of states, agencies, countiescities, and other political subdivisions of this state or any state rated as to investment quality by a nationally recognized investment rating firm lot less than “A” or its equivalent; 4. Obligations with which the principal and interest are unconditionally guaranteed or secured by, or backed by the full faith and credit of this state or the United States or their respective agencies and instrumentalities 5. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, or the Federal National Mortgage Association. 6. Obligations of the Government National Mortgage Association. 7. Any obligation of an approved government agency which is considered to be an asset-backed, mortgage-backed, or pooled security. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 10 EXHIBIT B CERTIFICATE OF AUTHORIZED PERSONS (Depositor) The undersigned hereby certifies that he/she is the duly authorized City Secretary of CITY OF CORPUS CHRISTI (the "Depositor"), and further certifies that the following officers or employees of Depositor have been duly authorized in conformity with the approval of the Depositor’s governing body to deliver Written Instructions to The Federal Reserve Bank, Federal Home Loan Bank and/or The Bank of New York Mellon Trust Company, N.A. ("Custodian") pursuant to the Security Agreement between Depositor and the Bank dated January 1, 2021, and that the signatures appearing opposite their names are true and correct: Judy Villalon City Treasurer Name Title Signature Assistant Director of Finance Alma Iris Casas and Business Analysis Name Title Signature Director of Finance Heather Hurlbert and Business Analysis Name Title Signature Constance P. Sanchez Chief Financial Officer Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of authorized individuals you may currently have on file. By:__________________________________ Rebecca L. Huerta Title: City Secretary Date: THIRD PARTY CUSTODIAN AGREEMENT (Collateralized Municipal Deposits) THIS AGREEMENT, made and executed as of January 1, 2021 by and among the City of Corpus Christi (the "Public Entity"), Frost Bank (the "Bank") and The Bank of New York Mellon Trust Company, N.A. (the "Custodian"). W I T N E S S E T H WHEREAS, Public Entity desires to maintain or continue to maintain public deposits with Bank; WHEREAS, Bank desires to obtain such deposits and to provide security therefor as required by applicable law, regulation or rule; WHEREAS, Custodian agrees to provide safekeeping services and to hold any securities pledged by Bank in a custodial account established for the benefit of Public Entity as secured party pursuant to this Agreement; NOW, THEREFORE, in consideration of the mutual promises set forth hereafter, the p arties hereto agree as follows: 1. Security Requirements (a) Bank, to secure the timely payment of Uninsured Deposits heretofore or hereafter made by Public Entity, including any interest due thereon and any costs or expenses incurred by Public Entity and arising out of the collection of any deposits made with Bank, has deposited with Custodian certain investment property as identified by the parties on Schedule A, attached hereto, and as more fully described in the initial confirmation Trust Receipt of such deposit delivered by Custodian to Bank and Public Entity respectively (which investment property together with any additions thereto, substitutions therefor and the proceeds thereof, are hereinafter collectively referred to as "Collateral"), to be held by Custodian pursuant to the provisions hereof. Pursuant to the Texas Business and Commerce Code, as amended, Custodian shall act as a bailee or agent of Public Entity and, to the extent not inconsistent therewith, hold the Collateral as a securities intermediary (as such terms are defined in Chapter 8 of the Texas Business & Commerce Code, as amended, and in Chapter 2257 of the Texas Government Code, as amended ) and in accordance with the provisions hereof. Bank hereby grants to Public Entity a pledge and security interest in and to such Collateral and shall deliver Collateral to Custodian in the manner prescribed in Section 2 of this Agreement. (b) Subject to paragraph (c) below, Public Entity authorizes Custodian as its agent to approve substitutions of Collateral ("Substitute Collateral") supplied to Custodian by Bank for Collateral in the Account upon receipt of Written Instructions from Bank identifying the Collateral to be substituted. Such Written Instructions shall when received by Custodian be deemed Bank's representation and warranty, on which Custodian may rely without further inquiry, that (i) the Substitute Collateral constitutes Collateral that is eligible for deposit hereunder and (ii) has a Margin Value equal to or greater than the Margin Value of the Collateral to be substituted (each, an "Approved Substitution"). Following completion of each Approved Substitution Custodian shall update its records of the Account as soon as possible and issue a Trust Receipt to Public Entity in accordance with the requirements of paragraph (f) below. (c) Custodian assumes no responsibility to determine or monitor whether or not any Collateral originally deposited hereunder or Substitute Collateral or additional Collateral hereafter deposited are eligible for deposit under applicable law, rule or regulation or whether the Market Value of the Collateral thereof meets the requirements of any law, rule or regulation applicable to the deposit hereunder. The determination of eli gibility and whether the Market Value of the Collateral satisfies statutory or regulatory requirements will be the responsibility of Bank. Custodian shall be fully protected in relying on Written Instructions of either Bank or Public Entity directing Custodian to release any of the Collateral to Bank. To the extent of any conflict in the instructions of Public Entity and Bank, the instructions of Public Entity shall control and Bank shall hold Custodian harmless for acting in accordance with Public Entity’s instructions. (d) Custodian shall promptly issue a Trust Receipt to Public Entity on any Business Day on which Collateral is transferred to and from the Account. For the avoidance of doubt, it is understood and agreed that Trust Receipts may be combined to identify more than one transaction on any one Business Day and Custodian shall not be required to issue more than one Trust Receipt to Public Entity on any Business Day. 2. Custody of Collateral (a) Bank and Public Entity hereby appoint Custodian as custodian of all Collateral at any time delivered to Custodian pursuant to this Agreement. Custodian hereby accepts appointment as such Custodian and agrees to establish and maintain the Account and appropriate records identifying the Collateral as pledged by Bank to Public Entity. Collateral in the Account shall be kept separate and apart from the general assets of Custodian on Custodian 's books and records. Subject to the terms hereof, Custodian, in performing its duties and responsibilities pursua nt to this Agreement, shall act as custodian for, and agent of, Public Entity. The parties agree that all securities held in the Account shall be treated as financial assets. For purposes of the Texas Business and Commerce Code, as amended, the security interest granted by Bank in the Collateral for the benefit of Public Entity is created, attaches, and is perfected for all purposes under Texas law from the time Custodian receives Collateral for deposit or credit to the Account and issues a Trust Receipt to Public Entity for such Collateral. The security interest of Public Entity in the Collateral and all Proceeds thereof shall terminate upon the transfer of such Collateral or Proceeds from the Account. (b) The Bank and Public Entity agree that Collateral delivered to the Custodian for deposit in or credit to the Account may be in the form of credits to the accounts of Custodian at the Book-Entry System or a Depository or by delivery to the Custodian of physical certificates in a form suitable for transfer or with an assignment in blank to the Public Entity or Custodian. The Bank and Public Entity hereby authorize the Custodian on a continuous and ongoing basis to deposit in the Book-Entry System and/or the Depositories all Collateral that may be deposited therein and to utilize the Book-Entry System and/or Depositories and the receipt and delivery of physical securities or any combination thereof in connection with its performance hereunder. Collateral that is not held in the Book-Entry System, Depositories or through another financial intermediary will be held in the Custodian's vault and physically segregated from securities and other non-cash property belonging to the Custodian. (c)(i) Upon the initial and each subsequent deposit of Collateral and Proceeds into the Account (including but not limited to any deposit of Collateral as part of an Approved Substitution), Custodian shall promptly provide Public Entity with a Trust Receipt. Additional customized Account statements may be available upon mutual agreement of Public Entity and Custodian. (ii) Public Entity agrees that it shall promptly review all Trust Receipts and Account statements delivered to it by Custodian and shall promptly advise Custodian and Bank by Written Instruction of any error, omission or inaccuracy in such statements. In the event that Custodian receives such a Written Instruction identifying a specific concern with respect to a suspected error, failure or omission with respect to the Account, Custodian shall undertake to correct any errors, failures or omissions, provided that Custodian and Bank shall work together to determine that such error, failure or omission actually occurred and Custodian shall notify Public Entity of its action concerning each such error, failure, or omission. (d) The Account shall not be subject to any security interest, lien or any right of set -off by Custodian. (e) With respect to all Collateral held in the Account, Custodian by itself, or through the use of the Book- Entry System or the appropriate Depository, shall, unless otherwise instructed to the contrary by Bank: (i) collect all income and other payments reflecting interest and principal on the Collateral in the Account and credit such amounts to the account of Bank; (ii) forward to Bank copies of all information or documents that it may receive from an issuer of Collateral which, in the opinion of Custodian, is intended for the beneficial owner of the Collateral including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold directly, or through the Book- Entry System or Depository, all rights issued with respect to any Collateral held by Custodian hereunder; and (v) upon receipt of Written Instructions from Bank, Custodian will exchange Collateral held hereunder for other securities and/or cash in connection with (A) any conversion privilege, reorganization, recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or (B) any exercise, subscription, purchase or other similar rights. (f) Custodian agrees to file reports with the Comptroller of Public Accounts of the State of Texas (the "Comptroller") regarding the Collateral pledged to secure the Uninsured Deposits of Public Entity hereunder, as and when required by the Comptroller. 3. Events of Default Subject to applicable law, rules and regulations, or regulatory authority and oversight, i n the event Bank shall fail to pay Public Entity any amount of the Uninsured Deposits by Public Entity covered by this Agreement in accordance with the terms of such Deposit, or should Bank fail or suspend active operations, the Uninsured Deposits in such Bank shall become due and payable immediately and Public Entity shall have the right to unilaterally demand delivery of all the Collateral in the Account by Written Instructions to Custodian and to sell such securities at public or private sale. In the event of such sale, Public Entity, after deducting all legal expenses and other costs, including reasonable attorneys’ fees, from the proceeds of such sale, shall apply the remainder towards any one or more of the liabilities of Bank to Public Entity and shall return the surplus, if any, to Bank. 4. Representation and Warranties (a) Representations of Bank. Bank represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) this Agreement has been legally and validly entered into, does not and will not violate any statute or regulation applicable to it and is enforceable against Bank in accordance with its terms; (ii) it is the legal and actual owner, free and clear of all liens and claims, of all the Collateral pledged pursuant to this Agreement; (iii) this Agreement was executed by an officer of Bank who was authorized by Bank's board of directors to do so and will at all times be maintained as an official record of Bank; (iv) all Collateral held by Custodian hereunder are eligible to secure Public Entity’s deposits at Bank under applicable statutes or regulations and the Market Value of the Collateral held by Custodian hereunder at all times meet the requirements of such statutes or regulations; (v) Bank is a bank or trust company duly authorized to do business in the state where it is located; (vi) all acts, conditions and things required to exist, happen or to be performed on its part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed. (b) Representations of Public Entity. Public Entity hereby represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) this Agreement has been legally and validly entered into, does not and will not violate any statute or regulation applicable to it and is enforceable against Public Entity in accordance with its terms; (ii) the appointment of Custodian has been duly authorized by Public Entity and this Agreement was executed by an officer of Public Entity duly authorized to do so; (iii) it will not transfer, assign its interests in or the rights with respect to any Collateral pledged pursuant to this Agreement, except as authorized pursuant to Section 3 of the Agreement; (iv) all acts, conditions and things required to exist, happen or to be performed on its part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed. 5. Concerning Custodian (a) Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees, which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository. In no event shall Custodian be liable to Public Entity, Bank or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel and shall be fully protected with respect to anything done or omitted by it in good faith and conformity with such advice or opinion. Public Entity, to the extent permitted by law, and Bank agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all costs, expense s, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Custodian may sustain or incur or which may be asserted against Custodian by reason of or as a result of any action taken or omitted by Custodian in connection with operating under this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the negligence or willful misconduct of Custodian or any of its employees or duly appointed agents. This indemnity shall be a continuing obligation of Public Entity and Bank notwithstanding the termination of this Agreement. (b) Custodian shall not be responsible for, or considered to be custodian of, any Collateral received by it for deposit in the Account until Custodian actually receives and collects such Collateral directly or by the final crediting of Custodian's account on the books of the Book-Entry System or the appropriate Depository. Custodian will be entitled to reverse any credits made on Public Entity’s behalf where such credits have been previously made and the Collateral are not finally collected. (c) Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against Custodian in connection with this Agreement. (d) Public Entity's and Bank's authorized officers and, if permitted by law, representatives of the Comptroller, upon reasonable notice, shall each have access to Custodian's books and records maintained with respect to Public Entity’s and Bank's respective interests in the Account during Custodian's normal business hours. Upon the reasonable request of Public Entity, Bank or the Comptroller when applicable law permits, copies of any such books and records shall be provided by Custodian to the requesting party's authorized officer at the requesting party's expense. (e) In performing hereunder, Custodian may enter into subcontracts, agreements and understandings with third parties (including affiliates) whenever and on such terms and conditions as it deems necessary or appropriate. If any of such subcontracts, agreements, or understandings with third parties are for the deposit of Collateral for the benefit of Public Entity, (i) such third party will qualify as a "permitted institution" pursuant to Chapter 2257 of the Texas Government Code (the "Texas Public Funds Collateral Act"), (ii) Custodian shall cause such third party to provide records to Custodian evidencing the deposit of Collateral with such third party, and (iii) records of the third party relating to such Collateral will at all times state the name of Custodian. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. (f) Reliance on Pricing Services. If Custodian, as an accommodation to Bank or the Public Entity, agrees to provide information concerning Market Values, Custodian is authorized to utilize any generally recognized pricing information service (including brokers and dealers of securities) in order to provide Market Values hereunder, and Bank and Public Entity agree that Custodian shall not be liable for any loss, damage, expense, liability or claim (including attorneys' fees) incurred as a result of errors or omissions of any such pricing information service, broker or dealer. (g) Force Majeure. Custodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software) or communications service, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory action; provided however, that Custodian shall use its best efforts to resume normal performance as soon as practicable under the circumstances. Provided, however, that if Custodian cannot resume normal performance within thirty (30) days of the cessation of such "force majeure" event, in addition to the termination rights set forth in Section 6 of this Agreement, Bank and Public Entity may terminate this Agreement immediately and without early termination penalty, liquidated damages or other penalty. 6. Termination Any of the parties hereto may terminate this Agreement by giving to the other parties a notice in writing specifying the date of such termination, which shall be the earlier of (i) not less than 90 days after the date of giving such notice or (ii) the date on which the Deposits are repaid in full. Such notice shall not affect or terminate Public Entity’s security interest in the Collateral in the Account. Upon termination hereof, Custodian shall follow such reasonable Written Instructions of Bank and Public Entity concerning the transfer of custody of Collateral, collateral records and other items. Upon the date set forth in the termination notice, this Agreement shall terminate except as otherwise provided herein and all obligations of the parties to each other hereunder shall cease. 7. Miscellaneous (a) Public Entity and Bank each agree to furnish to Custodian a new Certificate substantially in the form of Exhibit A and Exhibit B, respectively, attached hereto in the event that any present Authorized P erson ceases to be an Authorized Person or in the event that any other Authorized Persons are appointed and authorized. Until such new Certificate is received, Custodian shall be fully protected in acting upon Written Instructions or signatures of the pre sent Authorized Persons. (b) Custodian shall be entitled to rely upon any Certificate or Written Instruction actually received by Custodian and reasonably believed by Custodian to be duly authorized and delivered. Notwithstanding anything herein to the contrary, it is understood and agreed that regardless of the circumstances, Custodian shall accept and solely act upon Written Instructions. (c) Any Written Instructions or other instrument in writing authorized or required by this Agreement shall be given to Custodian and shall be sufficiently given if sent to Custodian by regular mail to its offices at c/o The Bank of New York Mellon 101 Barclay Street, 4th Floor New York, NY 10286 Attention: GCS – Collateral Management or at such other place as Custodian may from time to time designate in writing. (d) Any notice or other instrument in writing authorized or required by this Agreement to be given to Bank shall be sufficiently given if sent to Bank by regular mail to its offices at Eileen Slater Frost Bank, Capital Markets 111 W. Houston San Antonio, Texas 78205 E-mail: Eileen.Slater@FrostBank.com or at such other place as Bank may from time to time designate in writing. (e) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Public Entity shall be sufficiently given if sent to Public Entity by regular mail to its offices at Judy Villalon, City Treasurer City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 E-Mail: JudyAV@cctexas.com or at such other offices as Public Entity may from time to time designate in writing. (f) In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and unenforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. (g) This Agreement may not be amended or modified in any manner except by written agreement executed by all of the parties hereto. (h) This Agreement shall extend to and be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by any party without the written consent of the other parties. (i) This Agreement shall be construed in accordance with the substantive laws of the State of Texas, without regard to conflicts of laws principles thereof. In connection with any dispute arising hereunder, Bank, Public Entity and Custodian hereby consent to the non-exclusive jurisdiction of a state or federal court situated in the county in the State of Texas in which Public Entity maintains its principal office. Bank, Public Entity and Custodian hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Bank, Public Entity and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceedi ng arising out of or relating to this Agreement. 8. Adjudication of Claims. Solely to the extent required or permitted under applicable law governing the operations of the Public Entity (including Tex. Civ. Prac. & Rem Code Ann. §101.001 et. seq. (the Te xas Tort Claims Act) and Tex. Loc. Gov’t Code Ann. §271.151 et. seq. (Adjudication of Claims Arising Under Written Contacts with Local Governmental Entities)), each party hereto irrevocably agrees not to claim or assert, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process arising out of this Agreement in respect of such party’s obligations hereunder. 9. Compliance with Texas Government Code Section 2270.002 . As required by Section 2270.002 of the Texas Government Code, Custodian hereby verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the phrase “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 10. Compliance with Texas Government Code Section 2252.152. Pursuant to Section 2252.152 of the Texas Government Code, Custodian hereby verifies that it is not engaged in active business operations with Sudan , Iran or a foreign terrorist organization. For purposes of this Agreement, the phrase “foreign terrorist organization” means an organization designated as a foreign terrorist organization by the United States secretary of state as authorized by 8 U.S.C. Section 1189. 11. Definitions Whenever used in this Agreement, the following terms shall have the following meanings: (a) "Account" shall mean the custodial account established with Custodian for the benefit of Public Entity as secured party in accordance with this Agreement. (b) "Authorized Person" shall be any officer of Public Entity or Bank, as the case may be, duly authorized to give Oral Instructions or Written Instructions on behalf of Public Entity or Bank, such persons to be designated in a Certificate substantially in the form of Exhibit "A" for Public Entity or Exhibit "B" for Bank attached hereto as such exhibits may be amended from time to time. (c) "Approved Substitution" shall have the meaning set forth in paragraph (e) of Section 1of this Agreement. (d) "Book-Entry System" shall mean the Federal Reserve/Treasury Book-Entry System for receiving and delivering U.S. Government securities. (e) "Business Day" shall mean any day on which Custodian and Bank are open for Business and on which the Book-Entry System and/or the Depositories are open for business. (f) "Certificate" shall mean the Certificate of Authorized Persons attached hereto as Exhibit "A" or Exhibit "B". (g) "Comptroller" shall have the meaning set forth in paragraph (d) of Section 5 of this Agreement. (g) "Depository" shall include the Depository Trust Company and any other securities depository and clearing agency (and their successors and nominees) registered with the Securities and Exchange Commission or otherwise regulated by appropriate federal or state agencies as a securities depository or clearing agency. (h) "Deposits" shall mean all deposits by Public Entity in Bank that are available for all uses generally permitted by Bank to Public Entity for actually and finally collected funds under Bank's account agreement or policies. (i) "Market Value" shall mean, with respect to any Security held in the Account, the market value of such Security as made available to Custodian by a generally recognized source selected by Custodian plus, if not reflected in the market value, any accrued interest thereon, or, if such source does not make available a market value, the market value shall be as determined by Custodian in its sole discretion based on information furnished to Custodian by one or more brokers or dealers; provided however that, if agreed in writing by the parties hereto, Bank may provide Custodian with such Market Values. (j) "Nationally Recognized Statistical Rating Organization" shall mean Moody's, Standard and Poor's, Fitch, Duff and Phelps, BankWatch and IBCA. (k) "Public Entity” shall mean a state or a political or governmental entity, agency, instrumentality, or subdivision of the State of Texas, including a municipality, an institution of higher education, as defined by Section 61.003, Texas Education Code, a junior college, a district created under Article XVI, Section 59, of the Texas Constitution, and a public hospital. (l) "Substitute Collateral" shall have the meaning set forth in paragraph b of Section 1 of this Agreement. (m) "Trust Receipt" shall mean evidence of receipt, identification, and recording, including a written or electronically transmitted advice or confirmation of transaction or statement of account. Each advice or confirmation of transaction shall identify the Collateral which is the subject of the transaction and state the Market Value thereof. Statements of account shall identify all Collateral in the Account, the Aggregate Margin Value thereof, and the applicable Collateral Requirement. (n) "Uninsured Deposits" shall mean that portion of Public Entity's Deposits with Bank which exceeds the insurance coverage available from the Federal Deposit Insurance Corporation. (o) "Written Instruction(s)" shall mean written communications actually received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person by a computer, telex, telecopier or any other system whereby the receiver of such communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity of the sender of such communication. IN WITNESS WHEREOF, the parties hereto have caused this Agreeme nt to be executed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written. CITY OF CORPUS CHRISTI FROST BANK By: Constance P. Sanchez By: Daniel Nash Title: Chief Financial Officer Title: Assistant Vice President THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Title: EXHIBIT A CERTIFICATE OF AUTHORIZED PERSONS (Public Entity - Written Instructions) The undersigned hereby certifies that he/she is the duly authorized City Secretary of the City of Corpus Christi (the "Public Entity"), and further certifies that the following officers or employees of Public Entity have been duly authorized in conformity with Public Entity's City Council to deliver Written Instructions to The Bank of New York Mellon Trust Company, N.A. ("Custodian") pursuant to the Third Party Custodian Agreement between Public Entity, Frost Bank ("Bank") and Custodian dated January 1, 2021, and that the signatures appearing opposite their names are true and correct: Judy Villalon City Treasurer Name Title Signature Assistant Director of Finance Alma Iris Casas and Business Analysis Name Title Signature Director of Finance Heather Hurlbert and Business Analysis Name Title Signature Constance P. Sanchez Chief Financial Officer Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of authorized individuals you may currently have on file. ___________________________________________ Name: Rebecca L. Huerta Title: City Secretary Date: DATE: November 9, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis Heatherh3@cctexas.com 361-826-3227 CAPTION: Ordinance approving the Tax Increment Reinvestment Zone #3 (Downtown) Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi. SUMMARY: This Ordinance approves the Fifth Amendment to the Tax Increment Reinvestment Zone #3 Amended Project and Financing Plan which will incorporate implementation of programs introduced in FY2020 for more aggressive incentives based upon the remaining rehabilitation hurdles and economics. BACKGROUND AND FINDINGS: In 2008, the City of Corpus Christi created Tax Increment Reinvestment Zone #3 in the City’s Downtown, adopting a draft Project & Financing Plan. In 2015, the TIRZ #3 Board and City Council approved an Amended Project & Financing Plan, which created programs and initiatives to facilitate type of developments needed in downtown. In 2016, the TIRZ #3 Board accepted a Second Amendment, which expanded programming and services from the Downtown Management District; refined the Incentive Programs; and enabled funds to be expended for public, cultural and/or historic properties within the Zone, updated Del Mar College’s Participation, and updated the Project Plan Budget for FY 2017. In 2017, the TIRZ #3 Board authorized a Third Amendment, which renamed the Site Assembly & Development category to Site Management & Development; expanded both Parking Management and Traffic Pattern and Streetscapes to authorize funding for implementation; and expand other Programs and Initiatives to include Cultural District Plan as part of the DMD’s FY 2018 Scope of Services. In 2018, the TIRZ #3 Board authorized a Fourth Amendment to the Project & Financing Plan, which updated the language to show that the Downtown Area Development Plan was complete, extended the incentive programs for an additional 3 years, provided an updated table showing the projected TIRZ revenue, provide funding for the implementation of the Parking Action Plan, Ordinance approving the Tax Increment Reinvestment Zone #3 Amended Project and Financing Plan AGENDA MEMORANDUM First Reading for the City Council Meeting of December 1, 2020 Second Reading for the City Council Meeting of December 8, 2020 and identify changes to Other Programs & Initiatives undertaken by the DMD. September 2020, the Tax Increment Reinvestment Board #3 Board made a motion to approve the resolution of the fifth amendment to the TIRZ #3 Project & Financing Plan for implementation with the FY2021 budget. This amendment incorporates implementation of programs introduced in FY 2020 for more aggressive incentives based upon the remaining rehabilitation hurdles and economics. 1) Chaparral Street Property Improvement Grant Program: A 20% incentive cap had been adopted for FY16 - FY20 but will be removed and now a max of $100,000 is available for a single project in a single fiscal year. 2) New Tenant Commercial Finish-Out Grant Program: Existing inventory has not proven to be tenant ready so a modification to reimburse up to 50% of mechanical, electrical, or plumbing costs (up to $20,000), will be available to the landlord with a new tenant if that landlord provides a 6-month rent waived lease. 3) Project Specific Development Agreement: For catalytic projects with per unit development cost above $100,000, a 10% threshold will be considered based on available funding, up to $20,000 per unit. It was previously available to projects with 100 units or more but has now been reduced down to a minimum of 10 units to incentivize smaller, incremental projects. 4) Traffic Pattern Study and Streetscape was implemented as a first phase in the previous project and finance plan but now 5 different projects have been initiated specifically below: Streetscape program-Funding $200,000 for right of way and façade improvements to increase lighting and security beginning in FY18 and funded annually thereafter. Artesian Park-$150,000 initial funding in FY20, then $50,000 annual for La Retama & Artesian. Two-way Conversion; Shoreline to Water Street-Up to $400,000 (Funded FY20, rolled into FY21). General Right of Way Maintenance-$50,000 annually Broadway Bluff Maintenance and Repair Assessment-$150,000 (funded FY20, rolled into FY21) 5) Other Programs & Initiatives: Implementation of approved projects from TIRZ #3 Traffic & Planning Analysis, specifically Artesian Park upgrades Capital Maintenance for public spaces and right of ways throughout the zone and continued capital management ALTERNATIVES: Council could choose not to incorporate a fifth amendment to the Project & Financing Plan 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 recommends approving the amended Project & Financing Plan. LIST OF SUPPORTING DOCUMENTS: Ordinance Project & Financing Plan Ordinance Approving the Tax Increment Reinvestment Zone #3 Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas. WHEREAS, in 2008, through Ordinance 027996, the City of Corpus Christi created a tax increment financing district, to be known as “Reinvestment Zone Number Three, Corpus Christi, Texas,” over a portion of the city that includes the City’s downtown area; WHEREAS, Ordinance 027996 included a preliminary reinvestment zone financing plan; WHEREAS, on August 25, 2015, the City Council passed Ordinance 030592, which approved the “Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan”; WHEREAS, the “Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan” was last amended by City Council on October 16, 2018; WHEREAS, on September 30, 2020, the Board of Directors of Reinvestment Zone Number Three passed a resolution approving a fifth amendment to the Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan; WHEREAS, Texas Tax Code Section 311.011(d) provides that the governing body of the municipality that designated the zone must approve a project plan or reinvestment zone. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council approves the Project Plan and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone #3, Corpus Christi, Texas for the Reinvestment Zone Number Three, City of Corpus Christi, Texas, as approved by the Board of Directors of Reinvestment Zone Number Three on September 30, 2020. A copy of the Plan is attached hereto and incorporated by reference. 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 _____________ 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 _____________ Everett Roy _____________ Paulette M. Guajardo _______________ Greg Smith _____________ Gil Hernandez _______________ PASSED AND APPROVED ____________ day of ________________, 2020. ATTEST: _______________________ ______________________________ Rebecca Huerta Joe McComb City Secretary Mayor City of Corpus Christi / Corpus Christi Downtown Management District 1 | P a g e Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan Introduction Tax Increment Financing is an economic development tool authorized by Chapter 311 of the Texas Tax Code, through which governments can designate a portion of tax increment to finance improvements to promote development of a defined area, called a “Reinvestment Zone.” The defined area must meet one of the five criteria outlined in Chapter 311. In 2008, through Ordinance 027996, the City of Corpus Christi created Tax Increment Reinvestment Zone #3 (“TIRZ #3” or “the Zone”), over a portion of the city that includes the city’s Downtown area. There have been three amendments to the ordinance; expansion of boundaries (April 2009), correction of termination date (March 2012) and correction of board composition (August 2014). A change in the economic climate immediately after the creation of TIRZ #3 hindered the performance of the fund and prevented any investment from occurring. Throughout this time, there has not been an update to the Preliminary Project & Financing Plan in the 2008 Ordinance. This document, the 2015 Amended Project & Financing Plan, is intended to replace the previous Project & Financing Plan and any future amendments will modify this version. This 2015 Amended Project & Financing Plan is based on research conducted for the Downtown Area Development Plan (DADP), currently underway completed. Upon completion of the DADP, there will be an amendment to refine aspects of the 2015 Amended Project & Financing Plan. TIRZ #3 consists of a Board of Directors and is supported by the City Manager’s designee, currently the City’s Business Liaison, and the Executive Director of the Corpus Christi Downtown Management District (DMD). Second Amendment (FY 2017) – To continue and enhance the Zone’s efforts, this Amendment provides for programming and services from the DMD; refines some of the Incentive Programs; and provides the ability for TIRZ funds to be expended for public, cultural and/or historic properties within the Zone. Updates also include the commitment from Del Mar College’s extended participation to the end of the Zone. Note: Schedule of Project Expenditures (Page 7) updated as Exhibit C – FY 2017 Project Plan Budget. Third Amendment (FY 2018) – this Amendment renames the (5) Site Assembly & Development category to (5) Site Management & Development and discusses a pilot vacant building program in the Reinvestment Zone. Additionally, both (6) Parking Management and (7) Traffic Pattern and Streetscapes expand to authorize funding for implementation. (8) Other Programs and Initiatives expands to include Cultural District Plan, upon Board’s approval of the DMD’s FY 2018 Scope of Services. Note: Schedule of Project Expenditures updated as Exhibit C – FY 2018 Project Plan Budget. Fourth Amendment (FY 2019) – this Amendment extends the four Incentive Programs for an additional 3-year period and includes the new FY 2019 Budget as Exhibit C. It also provides an updated Sources of Revenue table showing the projected revenue of the TIRZ over time. City of Corpus Christi / Corpus Christi Downtown Management District 2 | P a g e Fifth Amendment (FY 2021) – this Amendment incorporates implementation that occurred in FY 2020 and refines parameters for more aggressive incentives for FY 21 based upon the remaining rehabilitation hurdles and economics. Criteria for Zone Creation The 2008 Project Plan stated that the defined area of TIRZ #3 qualified for designation as a “Reinvestment Zone” because it suffered from “economic stagnation, inadequate infrastructure, and deteriorating properties. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment.” Conditions listed that met the Criteria of Chapter 311, Section 005 included: A substantial number of substandard, slum, deteriorated, or deteriorating structures; The predominance of defective or inadequate sidewalk or street layout; Unsanitary or unsafe conditions; The deterioration of site or other improvements; and Conditions that endanger life or property by fire or other cause. According to Chapter 311, these conditions must “substantially arrest or impair the sound growth of the municipality or county creating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition and use.” Conditions in 2008 met these requirements, as indicated by the Market and Economic Study undertaken at that time. While our community has benefitted from a boost in economic activity since 2008, the Downtown did not see the same level of development. This solidifies the 2008 position that conditions would not be overcome or corrected without significant intervention and assistance from the public sector. A Consistent Vision for Downtown For decades, efforts had been made to improve and revitalize Downtown Corpus Christi, with various levels of success. The 2006 Downtown Redevelopment Vision resulted in the creation of TIRZ #3, but a change in environment prevented immediate implementation. Other efforts have included: 2004 – Bayfront Master Plan 2006 – Downtown Redevelopment Report 2013 – Central Business Development Plan 2014 – RUDAT 2015 – Downtown Area Development Plan (Underway) The 2006 Redevelopment Report vision statement is consistent with the vision illustrated in the 2015 Downtown Area Development Plan, which is currently in draft form. “Downtown Corpus Christi is a safe, clean, pedestrian friendly community comprised of a central business district, arts and culture, sports and entertainment areas. This unique vibrant waterfront community will provide local residents, tourists and families’ opportunities to enjoy fine restaurants, shops and residential facilities.” City of Corpus Christi / Corpus Christi Downtown Management District 3 | P a g e Anticipated Zone Role in Downtown Improvements The 2008 Market and Economic Study indicated the nature of the intervention and assistance needed to spur economic growth in different areas of the Zone. It stated that the “current structure of Corpus Christi’s economy, the aging of existing development, and inadequate public infrastructure and facilities together depress the viability of new development and redevelopment in Downtown.” The 2014 Analysis of Residential Market Potential repeated those themes, with extra emphasis on residential development and introduction of the concept of gap financing. Additionally, the 2015 environment has the new dynamic of regional investment valued at tens of billions of dollars. The primary functions of TIRZ #3 will be • To Support Private Sector Development & Investment • To Plan & Construct Public Improvements • To Provide Revitalization Focused Programs & Services The Zone is expected to be one of a variety of planned funding sources and programs that will be acting in concert to accomplish a changed public environment in Downtown. By improving and enhancing streets, sidewalks, and public spaces, plus upgrading utilities, the zone and the other programs will encourage the development of new land uses and the redevelopment or rehabilitation of existing uses. The intended result is that Downtown will become a vibrant and economically vital urban waterfront district with a variety of residential, retail, and lodging uses, a strong office base, and popular public facilities. Project Plan Existing Uses and Conditions/Boundaries §311.01 (b) (1) The Zone includes approximately 856 acres wholly within the City of Corpus Christi. Its boundaries encompass nearly all of the Downtown area. A very wide variety of land uses are present within the TIRZ. The boundaries and land uses within the Zone are shown in Exhibit A. The existing conditions within the Zone are described generally below. A legal description of the Zone with a specific accounting for the proposed boundaries is given in Exhibit B. In the 2015 DADP, the identities of neighborhoods in the Downtown were emphasized as way to build unifying identities and create distinct experiences. Each of those regions is described generally below. SEA District - A large area of publicly owned cultural and entertainment facilities comprises the north end of the zone. These facilities include: Port of Corpus Christi’s Ortiz Center Corpus Christi Museum of Science & History Art Museum of South Texas Whataburger Field American Bank Convention Center & Arena Harbor Playhouse Brewster Street Icehouse Heritage Park – Restored Historic Homes, now used as Non-Profit Offices or Cultural Museums. Moving south, the next few blocks vary between vacant, undeveloped land and low density residential, bordered to the west by Port facilities and storage space, southeast by the Port of Corpus Christi Offices and the Federal Courthouse. The southern portion of the SEA District also includes two restaurants, a City of Corpus Christi / Corpus Christi Downtown Management District 4 | P a g e vacant hotel, U-Haul, Fire Station #1 and the historic Nueces County Courthouse. IH 37 is the physical southern border of this area, with the transition from a highway to on and off ramps coming to surface grade. Uptown – South of IH 37, a natural bluff distinguishes the high-rise, office building core of the Uptown. Broadway marks a topo-graphical change as the edge of a bluff, and the higher elevation area to the west of the street north of Lipan Street is characterized mainly by professional office uses, some in high-rise towers. TIRZ #3 picks up two blocks of Uptown, with Tancahua as the west border. Of Downtown’s office properties, only the Frost Bank building is one of two Class “A” properties. Overall occupancy for the Downtown office market is around 80 percent. Outside of the Zone, Uptown continues to include major government anchors, including Corpus Christi Independent School District Offices, Nueces County Courthouse, a Regional Transportation Authority Service Center and Corpus Christi City Hall. Marina Arts District (Downtown Management District) – The area east of Broadway is lower in elevation and features a walkable pedestrian grid with a mix of land uses, including hotels, office, residential and retail. The boundary of this neighborhood is based on the petition of property owners that created the Downtown Management District in 1993. This area is the historic center of Corpus Christi, but many of the original buildings have been demolished, due to neglect or natural disasters. The last large wave of construction occurred in the 1980’s. The most recent large scale private investment is currently under construction, a $27 million residential property with ground floor retail, the Cosmopolitan. The area is interspersed with surface parking lots and vacant, blighted property. In several places, public spaces and sidewalks are in deteriorated condition. Another unique feature of this neighborhood is the Corpus Christi Municipal Marina, spanning three man- made T-heads along the Bayfront. The Marina is comprised of over 600 slips, several restaurants and the Corpus Christi Yacht Club, the third oldest yacht club in the Gulf Coast. Bayshore Park Neighborhood – At Kinney Street, the Zone gets divided by a redundancy of roadways and a few vacant parcels. This portion of the Zone includes the YMCA, a Greek Orthodox Church, Episcopal Church, Methodist Church and several parks. Additionally, there is a mix of early 20th century single family homes and multi-family residential developments. The multi-family developments are truly a diverse mix, including high rise and mid-rise, market rate and affordable, ownership and rental, constructed at all different times with various architectural styles. Many of the original homes, especially at the south end of the neighborhood, have been converted to professional office use. This neighborhood would lend itself to the revitalization seen in older neighborhoods across the country, however an absence of neighborhood support services prevents the unification necessary to create this self identity. A potentially defining feature of this neighborhood is the 34 acres of park land for which the City is currently undergoing a Design-Build process to complete a Bond 2008 project that relocated traffic lanes to unite a patchwork of public space. The southeastern corner of the zone includes the Emerald Beach hotel and Marina del Sol condominiums. This neighborhood abuts the Christus Spohn Shoreline hospital complex. Christus Spohn Shoreline is just outside TIRZ #3 Boundaries, but the system is planning a $325 million investment in the community in the coming years. City of Corpus Christi / Corpus Christi Downtown Management District 5 | P a g e Municipal Ordinances §311.011 (b) (2) The City may modify existing ordinances in order to make the area in and around TIRZ #3 more friendly to the types of residential and recreational activity desired. Some other policies that will be updated include building design, setbacks and streetscape requirements, in order to establish a built environment that supports the downtown character. City Planned Improvements (Non Project Costs) §311.011 (b) (3) The City of Corpus Christi has over $ million in improvement projects currently funded and in some stage of planning or construction, independent from this TIRZ #3 Project Plan. The City will continue to use Bonds packages a major source of public improvement funding. Relocation §311.011 (b) (4) No relocation of existing residents is anticipated to be required as part of the Project Plan. Financing Plan Estimated Project Cost Description (§311.011 (c) (1) & Kind, Number and Location of TIRZ Improvements §311.001 (c) (2) TIRZ #3 is anticipated to participate in projects that support the development and economic activity projected in the DADP, especially when cost of development creates a gap due to utility or infrastructure conditions. The initial focus is on residential and mixed-use development. Exceptions may be made to the guidelines below for catalytic projects with Board approval. Such changes will be incorporated at the next Project Plan Amendment. 1. Chaparral Street Property Improvement Grant Program – This three-year matching grant program will support and encourage private investment in the built environment along Chaparral Street for active businesses. Due to its “Main Street” characteristics and its function of connecting the Marina Arts District (Downtown Management District Boundary) and SEA District, Chaparral Street is a first phase priority for successful revitalization of the Zone. During FY 2016-2021, TIRZ #3 will make $200,000 available per year to match approved property improvements funded by the property owners. The Zone will consider from a 50/50, up to 30/70 match on renovation costs, depending on how the scope of the project meets the priorities of the Zone. A 20% incentive cap had been adopted for FY 16 – FY 20 but this will be waived for FY 21. A max of $100,000 is available for a single project Project Source Timeframe Cost Status as of 09/2020 Shoreline Realignment Bond 2008 Ongoing $13,000,000 Done SEA District Improvements Bond 2012 2015-2016 $500,000 Under Construction Chaparral St. Phase II Bond 2014 2015-2016 $9,000,000 Done Water Street Improvements Bond 2014 2015-2016 $5,000,000 Done Streetscape Improvements Bond 2014 2015-2015 $1,500,000 Done Wayfinding Program HOT Funds 2015 $200,000 On Hold Shoreline Crosswalks Bond 2018 2021 Pending Design Downtown Lighting Bond 2018 2021 Pending Design Total $29,200,000 City of Corpus Christi / Corpus Christi Downtown Management District 6 | P a g e in a single fiscal year. Applications will be accepted until the allocation is exhausted for each fiscal year. 2. New Tenant Commercial Finish-Out Grant Program– In order to activate vacant spaces, support mixed-use developments and the demand for more dining and entertainment venues in the Downtown, the Zone will reimburse approved leasable new tenant finish-outs at a maximum rate of $10 per square foot. Additionally, since it has become clear that existing inventory is not white box ready, 50% of Mechanical, Electrical or Plumbing Costs (Up to $20,000) will be available to the landlord with a new tenant if that landlord provides a 6-month rent waived lease. First-floor, active street use projects will be a priority consideration. During FY 2016- 2021, $100,000 will be allocated annually. Qualified finish out expenses include: floor and wall upgrades, HVAC, kitchen equipment, awnings and other permanent, semi-permanent fixtures. Grant is reimbursable to the Tenant, but written approval must come from Landlord in application. Applications will be accepted until the allocation is exhausted for each fiscal year. 3. Downtown Living Initiative – The Residential Demand Study conducted for the DADP stated that over the next 5 years, 1,850 new units could be absorbed in the greater downtown if the threshold made investment attractive. Apartment occupancy was 94.2% in the first Quarter of 2015 (industry considers 96% to be full occupancy). In order to stimulate development, for FY 2016-2021, the Zone will provide a $10,000 per unit reimbursement grant for multi-family developments of over 10 3units that meet the required design criteria. Applications will be accepted until the allocation is exhausted for each fiscal year, and allocations may be split between years and committed in advance. 4. Project Specific Development Agreement – In situations where higher development costs create a financing gap, TIRZ #3 can provide assistance to property owners or developers through a Development Agreement for reimbursement of net new tax increment. A pro-forma is required to qualify for up to 75% reimbursement of the new taxes for 10 years if a development is 5,000 sq. ft or creating 25 or more new residential units. If further gap exists, staff will undertake additional third party review to justify any additional reimbursement, based on the “but, for” principle. The qualifying cost elements for this Program include: Environmental Remediation/Code Compliance Historic Preservation Structured Parking Urban Design/Landscaping Public Improvements/Utilities Further, Residential Developments over 100 10 Units may be considered as an individual cost element For catalytic projects with per unit development cost above $100,000, a 10% threshold will be considered based on available funding, up to $20,000 per unit. 5. Site Management & Development – Beginning in FY 2017 and 2018, TIRZ #3 will develop a program to facilitate activation of vacant properties within the Zone and propose to City Council adoption of a downtown vacant building ordinance. The program will establish minimum requirements for vacant City of Corpus Christi / Corpus Christi Downtown Management District 7 | P a g e properties and designate registered properties as eligible for incentives or emergency funding. Funding will be allocated to establish and administer the program. In order to activate strategically located properties, TIRZ #3 may place properties under option and work towards developing proposals for development, then assist in acquisition and development of the properties. Additionally, the Zone may purchase properties outright for redevelopment and dispose of properties, if approved by the Board. Under this initiative, funding may also be expended for stabilization or redevelopment of public, cultural and/or historic properties. 6. Parking Study & Development– In key locations where parking is undersupplied or inadequately distributed, the Zone can assist in providing public parking facilities such as on-street spaces or off- street lots and structures. TIRZ #3 will conduct a study in FY 2016 in order to develop a strategic approach for parking in the Downtown and fund implementation steps. Additionally, the Zone may support any efforts City may undertake for appropriate parking management infrastructure such as meters, lot improvements, structured garages and occupancy monitoring systems. 7. Traffic Pattern Study & Streetscapes – TIRZ #3 may contribute to studies for traffic movement and improvements in roadway infrastructure (repaving, repair, widening, redesign), traffic management infrastructure (signals, signs), and beautification (landscaping in medians, special lighting, etc.) The Zone will contribute up to $150,000 for a traffic pattern study as the first phase of this initiative. Additionally, pedestrian accommodations and streetscapes will be a priority. Funds may also be expended on implementation of infrastructure improvements, as budgeted and listed below: Streetscape Program – Funding $200,000 for Right of Way and Façade improvements to increase lighting and security beginning FY 18, funded annually after. Artesian Park - $150,000 Initial Funding in FY 20, then $50,000 Annual for La Retama & Artesian. Two Way Conversion Shoreline to Water Street – Up to $400,000 (Funded FY 20, Rolled to FY 21) General Right of Way Maintenance - $50,000 Annually. Broadway Bluff Maintenance and Repair Assessment - $150,000 (Funded FY 20, Rolled to FY 21) 8. Other Programs & Initiatives – TIRZ #3 will develop other programs and initiatives that will be presented to the Board for approval, during the life of the Zone. Each year, the following initiatives are being added: FY 2017 - Downtown Management District Bike Share Initiative FY 2017 - Downtown Management District Expanded Scope of Services FY 2018 – Downtown Management District – Cultural District Plan, TIRZ #3 Incentive Programs, registration process for downtown vacant building program, Streetscape Safety & Right of Way Improvement Program and Off-Street Parking Improvement Program. FY 2019- Unified brand implementation and expanding organizational and operational capacity. City of Corpus Christi / Corpus Christi Downtown Management District 8 | P a g e FY 2020- Implementation of approved projects from TIRZ #3 Traffic & Planning Analysis, specifically Artesian Park Upgrades. FY 2021- Capital Maintenance for public spaces and right of ways throughout the zone and continued capital maintenance. 9. Management & Professional Services- Zone funds will compensate for the costs of ongoing administration of the Zone, including but not limited to accounting, legal services, consulting services, document production and maintenance, and other administrative costs. These costs were originally estimated at $50,000 per year for the 20-year life of the Zone, but to date the only dollars expended have been for state reporting requirements. Staff plans to strategically engage outside resources to evaluate revenue projections and continue to develop innovative, effective programs. Economic Feasibility Study §311.011 (c) (3) The 2008 Market and Economic Feasibility Study for TIRZ #3 was completed by CDS Market Research l Spillette. In 2014 and 2015, Goody Clancy completed additional studies that reflect the more recent environment, and emphasize the importance of residential development in any revitalization. Those studies include: Residential Market Potential (Zimmerman/Volk) – final Retail Market Analysis & Strategy (Mike Berne) – draft Hotel, Office, Retail (W-ZHA, Sarah Woodworth) – draft Incentives & Development Economics (W-ZHA, Sarah Woodworth) – draft Estimate of Bonded Indebtedness §311.011 (c) (4) It was not anticipated that TIRZ would issue bonded debt, but would be funded on a pay-as-you-go basis. If the annual revenue and available non-bonded debt financing are insufficient to address the needs of TIRZ #3, we may issue bonded debt commensurate with the specific project costs under consideration and anticipated annual Zone revenues to support debt service payments. Timing of Incurring Costs or Monetary Obligation §311.011(c) (5) Costs will be incurred over the life of the Zone based on its Board of Directors’ identification of priority activities and projects, opportunities for implementation, and available revenues to sustain a pay-as-you- go project expenditure approach. The following table summarizes proposed planned expenditures for TIRZ #3 until FY 2019. Another set of programs will be proposed in FY 2018, based on an assessment of needs at that time. Schedule of Project Expenditures FY FY 14-15 FY 15-16 FY 16-17 FY 17-18 FY 18-19 Year 2015 2016 2017 2018 2019 Beg. Bal $1,563,751 $2,333,342 $1,730,387 $1,540,935 $1,631,307 + New Increment1 794,591 997,045 1,160,548 1,440,372 1,615,149 1 Chaparral Street Grant Program2 200,000 200,000 200,000 2 New Tenant Commercial Finish Out Grant Program2 100,000 100,000 100,000 3 Downtown Living Initiative2 1,000,000 1,000,000 1,000,000 City of Corpus Christi / Corpus Christi Downtown Management District 9 | P a g e 4 Project Specific Development Agreement3 TBD TBD TBD TBD TBD 5 Site Assembly & Development 6 Parking Study & Development 100,000 7 Traffic Pattern Analysis & Streetscapes 150,000 8 Other Programs & Initiative 9 Management & Professional Services 25,000 50,000 50,000 50,000 50,000 Expenditure Totals 25,000 1,600,000 1,350,000 1,350,000 50,000 TIRZ Ending Balance 2,333,342 1,730,387 1,540,935 1,631,307 3,196,456 Notes: 1 Increment Projection developed by CCREDC, will be monitored closely to ensure program allocations 2 Program allocations will be authorized each Fiscal Year. 3 Incentive available will be based on the amount of investment and increment generated by private sector. Method of Financing and Sources of Revenue §311.011(c) (6) Methods of Financing. TIRZ #3 will initially take a primarily pay-as-you-go approach to financing projects that could utilize the following methods: Cash funds generated from existing property value increment, Developer cash reimbursement agreements where the revenues from the Zone’s property tax increment compensate a developer for fronting eligible expenditures in a specific taxable project. If future Zone revenues to support debt service payments are anticipated, the Zone may also issue bonded debt, the term of which will not extend past the expected life of the Zone. Sources of Revenue. The primary source of revenue for TIRZ #3 will be funds from the contributed property tax collections of the City of Corpus Christi, Nueces County, and Del Mar College on the taxable property value increment within TIRZ #3. The City, and County, and Del Mar College have agreed to participate in funding TIRZ #3 with 100% of the incremental property taxes collected over the life of the Zone. Del Mar College has committed to participating from the second through 2018, but may extend. The assessed value base year for the City of Corpus Christi is 2009; the base year or Nueces County and Del Mar College is 2010. The 2015 2018 adjusted projection of incremental property tax revenue contributed to the Zone is as follows: Sources of Revenue Year Increment Value Tax Revenue City County Del Mar City County Del Mar TOTAL FY 10 $ 8,655,793 $ 50,400 $ - $ - $ 50,400 FY 11 21,931,954 4,698,427 4,674,139 127,703 16,488 12,059 156,251 FY 12 22,782,697 15,449,665 15,290,811 129,988 54,227 39,451 223,666 FY 13 43,910,295 38,988,148 38,041,488 250,533 136,845 98,148 485,526 FY 14 57,920,528 52,767,539 51,604,697 338,988 179,932 129,355 648,275 FY 15 71,728,002 65,346,609 63,906,562 419,798 216,258 158,535 794,591 FY 16 90,003,549 81,996,244 80,189,287 526,758 271,358 198,928 997,045 FY 17 104,763,037 95,442,631 93,339,356 613,140 315,858 231,550 1,160,548 FY 18 130,022,872 118,455,186 115,844,781 760,977 392,016 287,380 1,440,372 FY 19 145,800,015 132,828,691 129,901,537 853,315 439,583 322,251 1,615,149 See Exhibit C for FY 2017 Update of Project Budget See Below for FY 2019 Update of Sources of Revenue City of Corpus Christi / Corpus Christi Downtown Management District 10 | P a g e FY 20 173,112,004 157,710,826 154,235,343 1,013,162 521,928 382,616 1,917,707 FY 21 189,976,968 173,075,373 169,261,300 1,111,867 572,776 419,892 2,104,534 FY 22 207,413,655 188,960,778 184,796,638 1,213,917 625,347 458,431 2,297,695 FY 23 225,441,446 205,384,699 200,858,623 1,319,428 679,700 498,276 2,497,404 FY 24 244,080,379 222,365,390 217,465,110 1,428,515 735,896 539,472 2,703,883 FY 25 263,351,172 239,921,727 234,634,557 1,541,300 793,997 582,065 2,917,362 FY 26 283,275,244 258,073,223 252,386,047 1,657,908 854,068 626,102 3,138,077 FY 27 303,874,743 276,840,056 270,739,314 1,778,469 916,174 671,631 3,366,275 FY 28 325,172,564 296,243,083 289,714,756 1,903,118 980,387 718,704 3,602,209 FY 29 347,192,382 316,303,874 309,333,466 2,031,992 1,046,776 767,373 3,846,141 $ 35,963,109 These estimates will continue to be monitored and adjusted quarterly annually. Current Appraised Value & Estimated Captured Appraised Value §311.011(c)(7), (8) According to the Nueces County Appraisal District, the 2009 certified taxable appraised value for the Zone is $310,019,372. The table above projects taxable value increment captured by the Zone over the remainder of its duration, if all taxing entities continue participation. Due to differences in policies regarding exemptions and tax abatements, the captured increment differs among the three jurisdictions. Captured value projections assume a 3.39 2.5% annual value appreciation rate for existing development, based on estimates actual by economist Dr. Ray Perryman property value growth and do not take into account future investments. Fiscal Year City County Del Mar Total City County Del Mar TOTAL FY 10 8,938,611 - - 8,938,611 50,400 - - 50,400 FY 11 21,931,959 4,698,427 4,674,139 31,304,526 127,703 16,488 12,059 156,251 FY 12 22,782,697 15,449,269 15,290,811 53,522,776 129,988 54,227 39,451 223,666 FY 13 43,910,295 38,987,148 38,041,488 120,938,931 250,533 136,845 98,148 485,526 FY 14 56,814,718 51,751,996 50,602,120 159,168,834 332,516 176,474 126,842 635,832 FY 15 61,641,842 57,170,457 55,257,674 174,069,974 359,150 189,203 137,079 685,432 FY 16 73,819,407 81,480,890 80,084,765 235,385,063 447,540 254,977 198,669 901,186 FY 17 82,672,144 96,768,777 95,440,711 274,881,633 501,211 294,266 234,936 1,030,413 FY 18 90,723,843 94,622,680 98,178,819 283,525,342 550,026 287,740 241,676 1,079,442 FY 19 96,280,721 110,962,179 117,040,051 324,282,951 583,715 337,427 288,105 1,209,247 FY 20 105,165,951 111,267,007 123,927,631 340,360,589 637,583 338,354 305,059 1,280,996 FY 21 112,055,614 127,652,230 144,304,130 384,011,974 679,353 388,180 355,218 1,422,751 FY 22 121,974,293 130,414,841 155,674,539 408,063,674 739,486 396,581 383,207 1,519,274 FY 23 130,351,758 147,214,456 178,552,529 456,118,743 790,276 447,667 439,523 1,677,466 FY 24 141,527,057 152,497,010 194,956,096 488,980,162 858,028 463,731 479,902 1,801,661 FY 25 151,580,816 170,089,008 221,442,870 543,112,694 918,980 517,227 545,102 1,981,309 FY 26 164,264,179 178,010,361 243,673,527 585,948,067 995,875 541,315 599,824 2,137,014 FY 27 176,220,443 196,790,562 275,051,046 648,062,051 1,068,361 598,424 677,063 2,343,848 FY 28 190,697,246 207,528,945 304,184,757 702,410,948 1,156,129 631,079 748,778 2,535,986 FY 29 204,825,030 227,919,904 341,971,692 774,716,626 1,241,780 693,086 841,794 2,776,661 Bold=Actuals 12,418,634$ 6,763,292$ 6,752,435$ 25,934,361$ Sources of Revenue Year Tax RevenueIncrement Value City of Corpus Christi / Corpus Christi Downtown Management District 11 | P a g e Duration of the Zone §311.011(c)(9) TIRZ #3 will exist until 2028, however, the Board, City and other taxing entities may agree to extend the Zone. City of Corpus Christi / Corpus Christi Downtown Management District 12 | P a g e List of Exhibits Exhibit A TIRZ #3 Boundaries and Land Uses Exhibit B Legal Description Exhibit C FY 2017 Project Plan Budget FY 2018 Project Plan Budget FY 2019 Project Plan Budget FY 2021 Project Plan Budget City of Corpus Christi / Corpus Christi Downtown Management District 13 | P a g e Exhibit A – Boundaries & Land Use City of Corpus Christi / Corpus Christi Downtown Management District 14 | P a g e Exhibit B - Legal Description of the Zone BEGINNING AT A POINT on the center line of the Corpus Christi Ship Channel and commonly known as the Corpus Christi – Port Aransas Waterway at its intersection with the northerly extension of the West right-of-way line of Sam Rankin Street; Thence Easterly along the centerline of the Corpus Christi – Port Aransas Waterway to its intersection with the northerly extension of a line parallel with the breakwater 50’ feet on the east side for a point in the Corpus Christi Bay and the Northeast corner; Thence Southerly along said line, being 50 feet on the East side and parallel with the breakwater, following the meanders of the breakwater in the Corpus Christi Bay to its intersection with an “A-2” zoning line approximately 1,000 feet from the shoreline and parallel with the East right-of-way line of Shoreline Boulevard for a point in the Corpus Christi Bay; Thence Southwesterly along said “A-2” zoning line extending parallel and approximately 1,040 feet from the East right-of-way line of South Shoreline Boulevard to its intersection with a second “A-2” zoning line extending parallel and approximately 1,000 feet from an existing 18 foot seawall easement, inside the Marina Del Sol Boat Harbor, for a point in the Corpus Christi Bay; Thence Southeasterly along said line 200 feet more or less past its intersection with the easterly extension of the south most boundary of Lot 3, Block 1 of Marina Del Sol Subdivision for a point in the Corpus Christi Bay and the Southeast corner; Thence Southwest along a line 200 feet more or less to the South and parallel with the extension of the south boundary of Lot 3, Block 1 of Marina Del Sol Subdivision to the Corpus Christi Bay Shoreline; Thence Northwest along the Corpus Christi Bay Shoreline to its intersection with the extension of the South most boundary of Lot 3, Block 1 of Marina Del Sol Subdivision; Thence Southwest along the South boundary of Lot 3, Block 1 of Marina Del Sol Subdivision, 540 feet more or less to the centerline of Ocean Drive for a point; Thence Northwest along the centerline of Ocean Drive to its intersection with the centerline of Morgan Avenue; Thence Southwest along the centerline of Morgan Avenue, to a point in the center line of Santa Fe Street for the Southwest corner; Thence Northwest along the centerline of Santa Fe Street to its intersection with the centerline of Hancock Street; Thence Southeast along the centerline of Hancock Street to its intersection with the centerline of South Tancahua Street:; Thence Northerly along the centerline of South Tancahua Street, passing Furman, Coleman, Park, Agnes, and Laredo Street, to a point in the centerline where South Tancahua becomes North Tancahua, and continuing along North Tancahua, passing Kinney, Blucher, Comanche, Lipan, Leopard, Antelope and Buffalo Street and continuing past IH 37 to its intersection with the centerline of the existing northwest frontage road of I.H. 37, for a point; Thence Northeast along the centerline of said existing northwest frontage road of I.H. 37 to its intersection with the South right-of-way line of West Broadway Street for a point; Thence along the South right-of-way line of West Broadway Street to its intersection with the westerly extension of the South right-of-way line of Concrete Street for a point; Thence Northeasterly along the South right-of-way line of Concrete Street extended, to its intersection with the north right-of- way line of West Broadway Street, for a point; Thence Northwesterly along the North right-of-way line of West Broadway Street to the Southeast property line of the City of Corpus Christi’s Broadway Wastewater Treatment Plant; Thence Northeasterly along the City of Corpus Christi’s Broadway Wastewater Treatment Plant Southeast property line to its intersection with the common South boundary line of Lots 1, Block 58 of the Beach Addition; Thence West along the South boundary line of Lot 1, Block 58 out of the Beach Addition, to its Southwest corner for a point; City of Corpus Christi / Corpus Christi Downtown Management District 15 | P a g e Thence Northwest along the common, West boundary line of Lots 1 thru 6, Block 58, of the Beach Addition, to its intersection with the South right-of-way line of Resaca Street; Thence Northeast along the South right-of-way line of Resaca Street to its intersection with the centerline of Tancahua Street, for a point; Thence Northwest along the centerline of Tancahua Street to its intersection with the centerline of Port Avenue, for a point; Thence Southwest along the centerline of Port Avenue, to its intersection with the West right-of-way line of Sam Rankin Street for an outside corner; Thence Northerly along the West right-of-way line of Sam Rankin Street and its extension to its intersection with the centerline of the Corpus Christi – Port Aransas Waterway center line in the Corpus Christi Ship Channel to the POINT OF BEGINNING. Excluded properties to meet state statute prohibiting Tax Increment Financing Districts from containing 10% or more of the area used for residential purposes: Beach Addition Block 55 Lots 10 thru 12 City of Corpus Christi / Corpus Christi Downtown Management District 16 | P a g e Exhibit C City of Corpus Christi / Corpus Christi Downtown Management District 17 | P a g e Year FY 2016 FY 2016 FY 2018 FY 2019 Budget Actual Budget Estimated Proposed Future Beg. Bal 2,297,833$ 2,253,569$ 2,953,576$ 2,992,483$ 3,388,432$ 2,459,705$ + Increment Revenue 994,117$ 914,191$ 1,127,852$ 1,070,317$ 1,291,273$ 1,614,091$ 1 Chaparral St. Grant Program 200,000$ 71,942$ 200,000$ 100,000$ 200,000$ -$ 2 New Tenant Commercial Finish Out Grant Program 100,000$ -$ 100,000$ 15,000$ 100,000$ -$ 3 Downtown Living Initiative 1,000,000$ -$ 905,000$ -$ 725,000$ 1,300,000$ 4 Project Specific Development Agreement -$ -$ -$ -$ -$ -$ 5 Site Management & Development -$ -$ -$ -$ 100,000$ -$ 6 Parking Study & Development 100,000$ 98,534$ 50,000$ 50,000$ 150,000$ -$ 7 Traffic Pattern Analysis & Streetscapes 150,000$ -$ 150,000$ 150,000$ 500,000$ 1,000,000$ 8 Other Programs & Initiatives -$ 350,000$ 350,000$ 395,000$ 420,000$ 9 Management & Professional Services 50,000$ 4,801$ 50,000$ 9,368$ 50,000$ 50,000$ TOTAL EXPENDITURES 1,600,000$ 175,277$ 1,805,000$ 674,368$ 2,220,000$ 2,770,000$ End Bal 1,691,950$ 2,992,483$ 2,276,428$ 3,388,432$ 2,459,705$ 1,303,796$ FY 2017 See Below for FY 2018 Update of Project Budget See Below for FY 2019 Update of Project Budget City of Corpus Christi / Corpus Christi Downtown Management District 18 | P a g e Account Description Actuals 2018 - 2019 Original Budget 2019 - 2020 Amended Budget 2019 - 2020 Estimated 2019 - 2020 Adopted 2020 -2021 TIRZ#3 Project Plan $ 18,964.00 $ - $ 68,145.00 $ - $ - Chaparral St Grant Program $ 101,469.00 $ 200,000.00 $ 400,000.00 $ 279,585.00 $ 200,000.00 New Tenant Commercial Finish Out $ 61,700.00 $ 100,000.00 $ 106,490.00 $ 14,378.00 $ 100,000.00 Downtown Living Initiative $ - $ - $ 1,665,000.00 $ 1,665,000.00 $ - Development Tax Reimbursement $ - $ - $ 15,000.00 $ - $ 370,000.00 Site Management and Development $ 152,151.00 $ - $ - $ - $ - Downtown Vacant Bldg. Code Enforcement $ 1,989.50 $ 50,000.00 $ 50,000.00 $ 5,884.00 $ 25,000.00 Parking Meter Replacement $ - $ 100,000.00 $ 100,000.00 $ - $ 100,000.00 Off-street Parking Improvement $ - $ 100,000.00 $ 100,000.00 $ - $ - Traffic Pattern Analysis $ - $ 400,000.00 $ 550,000.00 $ 550,000.00 $ 350,000.00 Streetscape & Safety Improvements $ 18,246.00 $ 200,000.00 $ 345,735.00 $ 348,259.00 $ 200,000.00 DMD Agreement $ 376,317.00 $ 510,000.00 $ 532,016.00 $ 532,016.00 $ 510,000.00 Management & Professional Services $ 111.00 $ 4,000.00 $ 4,000.00 $ - $ 4,000.00 Transfer to General Fund $ 55,102.00 $ 127,082.00 $ 127,082.00 $ 127,081.51 $ 126,924.00 TOTAL EXPENDITURES $ 786,049.50 $ 1,791,082.00 $ 4,063,468.00 $ 3,522,203.51 $ 1,985,924.00 See Below for FY 2021 Update of Project Budget DATE: October 16, 2020 TO: Peter Zanoni, City Manager THRU: Steve Viera, Assistant City Manager SteveV@cctexas.com 361-826-3445 FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 CAPTION: Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55 -50 (a)(2)e regarding Resale Treated Water Rates to wholesale customers outside of City limits; effective January 1, 2021 with no rate increase. PURPOSE: To amend the Code of Ordinances for the revision of treated rates for public agency customers that are under contract for one-year rate adjustments. BACKGROUND AND FINDINGS: The City of Corpus Christi has treated water and/or raw water supply agreements with area public agencies including South Texas Water Authority (STWA), San Patricio Municipal Water District (SPMWD), Nueces County Water Control and Improvement District No. 4 (NCWCID#4), and the Violet Water Supply Corporation (Violet WSC). These Public Agency for Resale (PAR) customers are considered wholesale customers as they serve communities outside the city limits of Corpus Christi. According to these agreements, the raw water cost adjustment (RWCA) as well as treated water rates will be calculated on an annual basis. The PAR customers are provided a summary of proposed rate changes and rate model to review and request additional information prior to City Council action. The PAR customers have voiced no opposition to the rate adjustments included in this ordinance. The price to be charged for treated water sold to the noted public agencies is the published rate for water service established by this ordinance, including the PAR treated water volume rates for water delivered through City-owned facilities. These rates, effective January 1, 2021, Ordinance adjusting treated water rates for public agency wholesale customers AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 1, 2020 Second Reading Ordinance for the City Council Meeting of December 8, 2020 have decreased minimally because demand (consumption) for PAR customers is projected to increase in 2021, while the fixed costs per thousand gallons is decreasing. The result is a slight reduction in the PAR rate, but not a reduction in revenue given projected expenses and demand. The FY 2020-2021 budget includes estimates of revenues generated from the proposed rates necessary to cover existing operating costs and/or fund specific projects. ALTERNATIVES: N/A FINANCIAL IMPACT: Revenues generated from the proposed rates cover the cost of service to provide treated water to PAR customers and have been included in the FY21 Water Fund operating budget . These rates, effective January 1, 2021, have decreased minimally because demand (consumption) for PAR customers is projected to increase in 2021, while the fixed costs per thousand gallons is decreasing. The result is a slight reduction in the PAR rate, but not a reduction in revenue given projected expenses and demand. The FY 2020 -2021 budget includes estimates of revenues generated from the proposed rates necessary to cover existing operating costs and/or fund specific projects. Revenues FY20 FY21 Raw Water -PAR customers $12,000,000 $13,000,000 Treated Water – PAR customers $ 1,700,000 $ 2,420,000 RECOMMENDATION: Staff recommends approval of the Ordinance as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A – Summary of Rate Adjustments 1 Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55-50 (a)(2)e regarding Resale Treated Water Rates to wholesale customers outside of City limits; effective January 1, 2021 with no rate increase. SECTION 1. That the City Code of Ordinances, Chapter 55, Utilities, Section 55-50 is amended to remove the struck through text and insert the underlined text shown as follows: Sec. 55-50. - Schedule. (a) Base rates for water service. The rates for water service are as follows:(2)Monthly volume charges per 1,000 gallons. e.Resale treated water rates. 1.Treated water rates purchased for resale where the water is taken and metered at the site of treatment are hereby set as follows: Effective January 1, 20201 First 2,000 Gallons Minimum* Over 2,000 Gallons $1.464 $1.459 *Use the minimum charges in subsection (a)(1). 2.Treated water rates purchased for resale where the water is delivered to the resale entity through city facilities are hereby set as follows: Effective January 1, 20201 First 2,000 Gallons Minimum* Over 2,000 Gallons $2.096 $2.081 SECTION 2. This Ordinances takes effect on January 1, 2021. The foregoing ordinance was read for the first time and passed to its second reading on this the ___________ day of _________________, 2020, by the following vote: 2 Joe McComb ________________ Michael Hunter ______________ Roland Barrera ____________ Ben Molina ____________ Rudy Garza ____________ Everett Roy ____________ Paulette M. Guajardo ____________ Greg Smith ____________ Gil Hernandez ____________ The foregoing ordinance was read for the second time and passed finally on this the _____________day of_____________, 2020, by the following vote: Joe McComb ________________ Michael Hunter ______________ Roland Barrera ____________ Ben Molina ____________ Rudy Garza ____________ Everett Roy ____________ Paulette M. Guajardo ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED ____________ day of ________________, 2020. ATTEST: _______________________ ______________________________ Rebecca Huerta Joe McComb City Secretary Mayor Exhibit A ‐ Summary of Rate Adjustments CURRENT Proposed 1/1/2020 1/1/2021 Resale Treated (STWA, SPMWD) Raw diversion 0.099 0.119 Treatment 1.364 1.340 TOTAL 1.463$ 1.459$ % increase ‐0.3% $ increase (0.004)$ Resale Treated. Delivered (NCWID#4‐Port A, Violet) Raw diversion 0.099 0.119 Treatment 1.364 1.340 Transmission 0.633 0.622 TOTAL 2.096$ 2.081$ % increase ‐0.7% $ increase (0.015)$ Public Agency for Resale DATE: December 8, 2020 TO: Peter Zanoni, City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1909 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a three-year service agreement with Tellus Equipment Solutions, LLC, with an office in Taft, Texas for an amount not to exceed $80,000.00 for off-site repairs of John Deere agricultural equipment for Asset Management, effective upon notice to proceed, with FY 2021 funding in an estimated amount of $27,000.00 available through the Fleet Maintenance Service Fund. SUMMARY: This item authorizes a three-year service agreement to provide off-site repairs at the vendor’s facility of John Deere agricultural equipment for the Asset Management Department. This service will consist of the repairs needed to keep the City’s off-road agricultural equipment operable. BACKGROUND AND FINDINGS: The Asset Management Department maintains John Deere agricultural equipment for City departments. The services from Tellus Equipment Solutions are to repair John Deere Green tractors such as 997 Zero turn lawn mower, 5100e tractors, and other equipment respectively. In each case, use of these services is to repair equipment that operate in support of public health and safety requirements for the City of Corpus Christi. The Contracts and Procurement Department conducted a competitive Request for Bid process to obtain bids for a new contract. The City received one bid, and is recommending award to the lowest, responsive, responsible bidder, Tellus Equipment Solutions. By Off-site Repairs for John Deere Agricultural Equipment AGENDA MEMORANDUM Action Item for the City Council Meeting December 8, 2020 using this contract, the City will realize cost saving of approximately 20% through the term of the contract. ALTERNATIVES: The alternative to accepting this bid would be to perform all the repairs in house, which would generate an excessive workload for this department. FISCAL IMPACT: The fiscal impact for Asset Management in FY 2021 is estimated at $27,000.00 for this three-year service agreement. The remaining amount will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 5110 Fleet Maint Svc Organization/Activity: 40170 Fleet Operation Mission Element: 202 Maintain the Fleet Project # (CIP Only): N/A Account: 530100 Vehicle Repairs RECOMMENDATION: Staff recommends approval of this motion authorizing a three -year agreement with Tellus Equipment Solutions as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement City of Corpus Christi Bid Tabulation Sr. Buyer: Cynthia Perez John Deere Agricultural Repairs for Fleet Tellus Equipment Solutions Katy, Texas Item Description Unit Qty Unit Price Total Cost 1 Labor for Repairs Hours 400 $80.00 $32,000.00 Markup %Estimated Spend+ markup 2 Parts and Materials $40,000.00 20.00%$48,000.00 $80,000.00Total 3 Year Estimated Spend Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3170 John Deere Agricultural Equipment Repairs THIS John Deere Agricultural Equipment Repairs Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Tellus Equipment Solutions, LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide John Deere Agricultural Equipment Repairs in response to Request for Bid/Proposal No. 3170 (“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 John Deere Agricultural Equipment Repairs (“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 $80,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 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: Francisco Olvera Jr. Department: Asset Management- Fleet Management Phone: 361-826-1917 Email: FranciscoO@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. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 Service Agreement Standard Form Page 3 of 7 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. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 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: Francisco Olvera Jr. Title: Vehicle & Equipment Admin Inspector Address: 5353 Ayers, Bldg 3-B, Corpus Christi, Texas 78415 Phone: 361-826-1917 Fax: FranciscoO@cctexas.com IF TO CONTRACTOR: Tellus Equipment Solutions, LLC Attn: Jeff Kappel Title: CFO Address: 2002 Grand Parkway North Suite 305, Katy, Texas 77493 Phone: (832) 605-4401 Fax: N/A DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 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: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 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 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. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 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. 3170 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 Jeff Donaldson 11/12/2020 COO - Tellus Equipment Revised 02.21.20 Page 18 of 20 Attachment A - Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide parts and services for the repair of John Deere Agricultural equipment repairs for the Corpus Christi Asset Management Department. 1.2 Scope of Work A. Service requirements: 1.The Contractor shall perform repairs to include, but not limited to, engine, drivetrain, body, electrical, HVAC, suspension, brakes, and wheel alignments for John Deere Agriculture equipment and, to include other miscellaneous equipment. 2.The Contractor shall be Dealer Certified. 3.The Contractor shall perform both Electrical and Mechanical Diagnostics. 4.All preventive and unscheduled maintenance and repair to include parts and labor. 5.The Contractor shall provide Original Equipment Manufacturer (OEM) parts. 6.The Contractor shall not sublet any repair. 7.The City shall not be responsible for any towing charges for immediate failures after repairs have been completed. If immediate repair failures do occur while in possession, the Contractor will use the City’s contracted towing company. B. Lead Time 1.City equipment repairs shall be First Priority. This standard shall apply to a full six-day work week, Monday through Saturday, and include items covered under contract as well as non-contract repairs. 2.The Contractor shall have 4 business days to complete what is constituted as a minor repair according to the manufacturer. 3.The Contractor shall have 8 business days to complete what is constituted as a major repair according to the manufacturer. Any work extensions shall require approval from Corpus Christi Asset Management Staff. C. Delivery The City will use its authorized contracted towing company to deliver the inoperative vehicle to the Contractor. The City will notify the Contractor of equipment being towed and delivered to vendor for repairs. On the same day, the equipment is received, the Contractor shall send an email to the City of Corpus Christi Asset Management Staff indicating the date the vehicle was DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 Revised 02.21.20 Page 19 of 20 received and estimated completion time of service. City of Corpus Christi Asset Management Staff will transport the operative equipment. 1.3 Damaged Parts A. The Contractor shall deliver parts in a proper container suitable for damage free transport and storage. B. The Contractor shall pay for return shipment on any parts that arrive in a damage, inoperable condition, or wrong part delivery. 1.4 Invoicing The Contractor shall invoice all labor at actual hours worked at the hourly rate shown in the contract. Parts and materials will be allowed at Contractor’s cost-plus allowable markup as shown in the contract. Receipts are required to show the actual cost of the parts and materials before Contractor’s markup. 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 ensure it complies with the contract requirements. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 Attachment B-Bid/Pricing Schedule DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 Attachment C- Insurance 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 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: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 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. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 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. 2020 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 02/07/2020 Risk Management – Legal Dept. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 Attachment C – Insurance Requirements Section 5. Insurance; Bond, is hereby void as no insurance is required for this service agreement. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 Attachment D - Warranty Requirements A. The Contractor shall warrant materials and workmanship against defects arising from faulty material, faulty workmanship for a period of 12 months following the final acceptance of the work and shall replace such defective materials or workmanship without cost to the City. B. Where items or equipment or material carry a manufacturer’s warranty for any period in excess of 12 months, then the manufacturer’s warranty shall apply for that piece of material or equipment. The Contractor shall replace such defective equipment or materials, without cost to the City, within the manufacturer’s warranty period. DocuSign Envelope ID: 21E4D9EC-BB50-4B0C-9B7C-004B2CBB28A1 DATE: December 8, 2020 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a three-year service agreement with Cutrite, LLC of San Antonio, Texas, for a total amount not to exceed $556,002.00, for mowing and grounds maintenance services for the Wastewater Treatment Plants, Lift Stations, and miscellaneous City-owned lots, effective upon issuance of notice to proceed, with FY 2021 funding in an amount of $185,334.00 available in the Wastewater Fund. SUMMARY: This motion authorizes a three-year service agreement for mowing and grounds maintenance services for the Utilities Department. These services are necessary to maintain highly visible areas. BACKGROUND AND FINDINGS: The purpose of this service agreement is to ensure that the grounds at 29 locations, including the wastewater treatment plants, some lift stations, and several city-owned lots are safe, secure, and presentable at all times. This mowing service agreement will provide for bi-weekly mowing during the growing season, and monthly mowing during the non -growing season. The Utilities Department currently does not have a contract in place for the performance of mowing and grounds maintenance services; therefore, the services have been done independently by each facility utilizing internal staff or on an ad hoc basis. Mowing and Grounds Maintenance Services for Utilities Department AGENDA MEMORANDUM Action Item for the City Council Meeting of December 8, 2020 This contract will allow the Utilities Department to have continuity and should yield a significant savings in total cost and time. Because this is a new contract, the savings will be realized in time, personnel and by eliminating ad hoc services. The Contracts and Procurement Department conducted a competitive RFB process to obtain bids. The City received five bids however, one bidder withdrew their bid. Staff is recommending the award to Cutrite, LLC the lowest, responsible bidder. Cutrite, LLC will be opening a service location in Corpus Christi, Texas with the award of this contract. ALTERNATIVES: The alternative to accepting this bid would be to continue to perform the mowing and grounds maintenance services in-house. However, the Utilities Department does not have the appropriate staffing level or equipment to maintain these large acreage location s on a bi-weekly schedule. It is beneficial for the City to contract out this mowing service due to limited staff and equipment. FISCAL IMPACT: The fiscal impact for the Utilities Department for FY2021 Wastewater Fund is $185,334.00, with the remaining cost to be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 4200 Wastewater Organization/Activity: 33100 Broadway Wastewater Plant Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Mowing and grounds maintenance Cost: $18,533.00 Fund: 4200 Wastewater Organization/Activity: 33110 Oso Wastewater Plant Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Mowing and grounds maintenance Cost: $35,213.00 Fund: 4200 Wastewater Organization/Activity: 33120 Greenwood Wastewater Plant Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Mowing and grounds maintenance Cost: $37,067.00 Fund: 4200 Wastewater Organization/Activity: 33130 Allison Wastewater Plant Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Mowing and grounds maintenance Cost: $18,533.00 Fund: 4200 Wastewater Organization/Activity: 33140 Laguna Madre Wastewater Plant Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Mowing and grounds maintenance Cost: $48,187.00 Fund: 4200 Wastewater Organization/Activity: 33150 Whitecap Wastewater Plant Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Mowing and grounds maintenance Cost: $18,533.00 Fund: 4200 Wastewater Organization/Activity: 33210 Lift Station Operation & Maintenance Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Mowing and grounds maintenance Cost: $9,268.00 RECOMMENDATION: Staff recommends approval of this motion authorizing a three-year Service Agreement with Cutrite, LLC for mowing and grounds maintenance services for the Utilities Department as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement Item Description Unit Qty Unit Rate Total Price Unit Rate Total Price Unit Rate Total Price Unit Rate Total Price Unit Rate Total Price 1 Wastewater Treatment Plants, Lift Stations & Additional Lots Year 1 Cycles 20 9,266.70$ 185,334.00$ 10,581.00$ 211,620.00$ 13,401.13$ 268,022.60$ 37,000.00$ 740,000.00$ 2 Wastewater Treatment Plants, Lift Stations & Additional Lots Year 2 Cycles 20 9,266.70$ 185,334.00$ 10,898.00$ 217,960.00$ 14,071.19$ 281423.8 38,850.00$ 777,000.00$ 3 Wastewater Treatment Plants, Lift Stations & Additional Lots Year 3 Cycles 20 9,266.70$ 185,334.00$ 11,225.00$ 224,500.00$ 14,774.75$ 295,495.00$ 815,800.00$ 815,800.00$ -$ 556,002.00$ 654,080.00$ 844,941.40$ 2,332,800.00$ * The vendor withdrew his bid. Total City of Corpus Christi Contracts and Procurement Department Senior Buyer: Cynthia Perez *Servando Guerra, dba Guerra's Maintenance Management Kingsville, TX 2Chainz Brush Clearing LLC Lolita, TX Circle K Lawn Services Cuero, TX Triple G Lawn Services, LLC Corpus Christi, TX Cutrite, LLC San Antonio Christi, TX Bid Tabulation RFB 2859- Mowing Services for Utilities Department Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SERVICE AGREEMENT NO. 2859 Mowing Services for Utilities Department THIS Mowing Services for Utilities Department Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Cutrite, LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Mowing Services for Utilities Department in response to Request for Bid/Proposal No. 2859 (“RFB/RFP”), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor’s bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Mowing Services for Utilities Department (“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 $556,002.00, 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: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4.Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email: JoannaM@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contracts/Fund Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone:(361) 826-1649 Fax:(361) 826-4495 IF TO CONTRACTOR: Cutrite, LLC Attn: Martin Salazar Title: VP of Operations Address: 26256 Hwy 281 N#4, San Antonio, Texas 78258 Phone: (210) 878-5956 Fax: N/A DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 17.CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19.Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form November 11, 2019 20. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 21. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22.Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). 23.Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by said statute. 24.Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25.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. 26.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. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form November 11, 2019 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. 2859 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A VP of Operations 11/9/2020 Martin Salazar Revised 4.4.19 Attachment A - Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide mowing services, including all labor, supervision, equipment, and supplies, for the Wastewater Treatment Plants, Lift Stations, and other properties as outlined in this Scope of Work. The Contractor shall perform work Monday through Friday between 8:00 AM and 5:00 PM. 1.2 Scope of Work A. Mowing Cycle/Frequency – Bi-Weekly 1.Growing Season (March - October) – 16 Cycles The Contractor shall schedule mowing cycles 12-15 days apart, mowing two cycles per month. Cycle 1: 1st – 15th Cycle 2: 16th – End of Month 2.Non-Growing Season (November – February) – 4 Cycles The Contractor shall schedule mowing cycles 25 to 35 days apart, mowing one cycle per month. B. Prior to mowing and trimming, the Contractor must remove all litter and debris such as paper, plastic litter, bottles, cans, etc. The Contractor is responsible for disposing of debris in accordance with City ordinances and shall not dispose of any trash or debris into dumpsters located on City property. For large debris that is too heavy to haul, the Contractor shall notify the on-site personnel. C. Mowers shall be adjusted for a cutting height of three inches using reel or rotary type mowers. Rough cutting, scraping, and bush hogging will not be permitted. The grounds shall be mowed to maintain a neat appearance. D. All mowing equipment shall be equipped with sharp blades so as not to tear, but to cleanly cut the blades of grass. E. String line trimmers shall not be used to mow or trim areas wider than 24 inches. F. The Contractor shall mow and trim as close as practicable to all fixed objects, exercising extreme care not to damage trees, shrubs, plants, fire hydrants, signs, or other obstructions. G. The Contractor must clean and remove excess grass clippings and leaves from any roadway, walkway, parking area, or any other hard surface including curbs and gutters, and from plant beds, tree collars, etc. The Contractor cannot blow any grass clippings onto the streets, sidewalk areas, gutters, or other portions of the storm water system including ditches and storm drains. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Revised 4.4.19 H. The Contractor may not store any equipment or tools on City property. After completion of work, the Contractor must remove all equipment, supplies, and materials from each site. I. If any location cannot be serviced per schedule for valid reasons, such as inclement weather, the Contractor shall notify the on-site contact person to re- schedule. 1.3 Work Locations A. List of Locations – Photos of Treatment Plants are attached. Wastewater Treatment Plants Address Acre 1 Broadway WW Treatment Plant 1402 Broadway St. 17.91 2 Oso WW Treatment Plant 601 Nile Dr. 25.61 3 Greenwood WW Treatment Plant 6541 Greenwood St. 27.27 4 Allison WW Treatment Plant 4001 Allison Dr. 13.15 5 Laguna WW Treatment Plant 201 Jester St. 35.72 6 Whitecap WW Treatment Plant 13409 Whitecap Dr. 18.67 Lift Stations Address Sq. Footage 7 Schanen 6102 Del Starr 400 8 Sharpsburg 4412 Sharpsburg Rd. 400 9 Morgan 1400 12st St. 450 10 Grassmere & Carroll Ln. 200 Grassmere 200 11 Williams 6602 Williams Dr. 50 12 Williams & Daly 6600 Williams Dr. 1,800 13 Lakes 7335 Everhart Rd. 450 14 Stillwell 8100 Stillwell 400 15 Up River Rd. 12451 Up River Rd. 525 16 Weber’s Glen 4051 Aaron 550 17 Nueces Acres 11501 Haven 400 18 Military/Jester 722 Jester 550 DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Revised 4.4.19 19 Arcadia 2221 S. Staples 1,500 20 Kings Crossing Lens & Cimarron 525 21 Wooldridge 6610 Wooldridge 1,500 22 DeDietrich 150 McKenzie Rd. 1,200 23 North Beach “B” 3002 Timon 3,600 24 North Beach “D” 4320 Timon 3,600 Additional Locations Address Sq. Footage 25 City owned Lot 7101 Edgebrook 4,500 26 City owned lot 5205 Edinburg Circle 4,500 27 City owned lot 1152 Cline 9,680 28 City owned lot 1400 12th St. 2,000 29 City owned lot 12541 Up River Road 81,664 B. During the 2-week cycles (March – November), each Monday morning, by 8:15 AM, the Contractor shall email the designated contact person a schedule indicating the locations that will be mowed that week. During the “as needed” cycle (December – February), the City will contact the Contractor for mowing service, as needed. C. If any location cannot be serviced on schedule for valid reasons, such as inclement weather, the Contractor shall notify the contact person to re-schedule. D. Contact Persons 1.For Lift Stations and City owned lots – Ruben Abrigo 826-4036 RubenAB@cctexas.com 2.For WW Plants – Megan Campos 826-4023, MeganC@cctexas.com 1.4 Security and Protection of Property A. Security Requirements •The Contractor shall maintain and abide by the security measures at all locations, to include locking gates when leaving the sites. •The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from on-site City staff. B. Protection of Property •The Contractor shall take proper measures to protect all property which might be damaged by the Contractor’s work. The Contractor shall restore at its own DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Revised 4.4.19 expense any damage on the part of or on behalf of the Contractor. Damaged property shall be restored to a condition similar or equal to that existing before such damage occurred or shall restore such damage to an acceptable manner. •All damages which are not repaired or compensated by the Contractor will be repaired or compensated for by the City at the Contractor’s expense. All expenses charged to the City for repair work or compensation shall be deducted from any monies owed to the Contractor. 1.5 Invoicing The Contractor must submit an invoice for payment, with the following information: 1.PO # and Service Agreement # 2.Location Name/Address 3.Date of Service 4.Description of Service 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to ensure it complies with the contract requirements. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A Attachment C- Insurance 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 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: 772835BB-3175-4175-B6B6-5AD9FA7FD74A 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. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A 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. 2019 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 04/26/2019 Risk Management – Legal Dept. DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A DocuSign Envelope ID: 772835BB-3175-4175-B6B6-5AD9FA7FD74A DATE: December 8, 2020 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION Motion authorizing a three-year service agreement with Faraday Electric Motors, LLC in an amount not to exceed $536,250.00, for pump motor and clutch repairs at O. N. Stevens Water Treatment Plant and the booster and raw water pump stations, with FY 2021 funding in an estimated amount of $148,958.00 available through the Water Fund. SUMMARY: This motion authorizes a three-year service agreement for motor and clutch repairs of pumps used in the water treatment process and transport of water to City potable water customers. BACKGROUND AND FINDINGS: The O. N. Stevens Water Treatment Plant, Nueces River Pump Stations, and distribution booster pump stations have a combined motor inventory of approximately 41 motors of various brands, with horsepower ranging from 100-1500. In this inventory, there are at least two motor and clutch configurations. The water system relies on its pump inventory to supply, maintain, and move water from the source to the O. N. Stevens Water Treatment Plant, and throughout the distribution system. The City has a responsibility to maintain uninterrupted service and pressure through over 1,700 miles of pipeline in order to distribute potable water to all wholesale, commercial, industrial and residential customers of the City of Corpus Christi. Motor and Clutch Repairs at O.N. Stevens Water Treatment Plant and the Booster and Raw Water Pump Stations for the Utilities Department AGENDA MEMORANDUM Action Item for the City Council Meeting of December 8, 2020 Additionally, the City of Corpus Christi uses Maximo, which is a computerized maintenance management system (CMMS) licensed by IBM, to track City-owned assets. This CMMS aids staff in monitoring workload and scheduling work, tracking routine preventative maintenance, and making sound decisions relating to repair or replacement of assets. Maximo is used to track internal maintenance and repairs conducted on City assets by City personnel, and it is also used to document third party or outside vendor maintenance and repairs. The Contracts and Procurement Department conducted a competitive Request for Bids process to obtain bids. The City received five bids. Staff is recommending award to the lowest, responsible bidder, Faraday Electric Motors, LLC. ALTERNATIVES: The alternative to accepting this bid would be to perform the repairs in-house. However, more employees, equipment and supplies will be needed , which would be a higher cost to the City. FISCAL IMPACT: The fiscal impact for the Utilities Department in FY2021 is $148,958.00. The remaining cost will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 4010 Water Fund Organization/Activity: 31010 O.N. Stevens Water Treatment Plant Mission Element: 062 Treat Water Project # (CIP Only): N/A Accounts: 530215 Maintenance & repairs – Contracted RECOMMENDATION: Staff recommends approval of this motion authorizing a three-year service agreement with Faraday Electric Motors, LLC as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation ITEM Description Unit Estimated Qty- 3 Yrs.Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Labor - Normal Hours (M-F 8:00am-5:00pm)HRS 1500 69.00$ 103,500.00$ 60.00$ 90,000.00$ 85.00$ 127,500.00$ 2 Labor – After hours, Weekends, Holidays (includes Break-in) HRS 500 103.50$ 51,750.00$ 90.00$ 45,000.00$ 127.50$ 63,750.00$ 3 Pickup Charge from City’s location to Contractor business EA 60 -$ -$ 60.00$ 3,600.00$ 200.00$ 12,000.00$ 4 Delivery Charge from Contractor’s business to City’s location EA 60 -$ -$ 60.00$ 3,600.00$ 200.00$ 12,000.00$ Estimated Spend Markup (%) Markup (%) Markup (%) 5 Parts/Materials EA $300,000.00 20%360,000.00$ 25%375,000.00$ 7%321,000.00$ 6 Shipping Allowance for Parts/Materials (includes expedited items) EA $21,000.00 $21,000.00 $21,000.00 $21,000.00 Total 536,250.00$ 538,200.00$ 557,250.00$ ITEM Description Unit Estimated Qty- 3 Yrs.Unit Price Total Price Unit Price Total Price 1 Labor - Normal Hours (M-F 8:00am-5:00pm)HRS 1500 89.00$ 133,500.00$ 75.00$ 112,500.00$ 2 Labor – After hours, Weekends, Holidays (includes Break-in) HRS 500 133.50$ 66,750.00$ 95.00$ 47,500.00$ 3 Pickup Charge from City’s location to Contractor business EA 60 300.00$ 18,000.00$ 686.00$ 41,160.00$ 4 Delivery Charge from Contractor’s business to City’s location EA 60 300.00$ 18,000.00$ 686.00$ 41,160.00$ Estimated Spend Markup (%) Markup (%) 5 Parts/Materials EA $300,000.00 20%360,000.00$ 20%360,000.00$ 6 Shipping Allowance for Parts/Materials (includes expedited items) EA $21,000.00 $21,000.00 $21,000.00 Total 617,250.00$ 623,320.00$ City of Corpus Christi Contracts and Procurement Department Senior Buyer : Cynthia Perez IPS-Intergrated Power Services - La Porte, Texas Bid Tabulation RFB # 3264 Motor and Clutch Repairs Davenport Electric Motors - Corpus Christi, Texas Faraday Electric Motors, LLC Corpus Christi, Texas Bradley's, Inc. Gregory, Texas Corpus Christi CD Electric - Corpus Christi, Texas Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3264 Motor and Clutch Repairs THIS Motor and Clutch Repairs Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Faraday Electric Motors, LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Motor and Clutch Repairs in response to Request for Bid/Proposal No. 3264 (“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 Motor and Clutch Repairs (“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 $536,250.00, 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: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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: Diana Zertuche-Garza Department: Utilities Department Phone: (361) 826-1627 Email: DianaZ@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. DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Service Agreement Standard Form Page 3 of 7 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. DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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: Diana Zertuche-Garza Title: Contracts/ Funds Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1627 Fax: (361) 826-4495 IF TO CONTRACTOR: Faraday Electric Motors, LLC Attn: Raul Lopez Title: Owner Address: 254 S. Navigation Blvd., Corpus Christi, Texas 78405 Phone:(361) 881-9200 Fax: (361) 500-4688 DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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 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. DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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. 3264 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Raul Lopez President 11/12/2020 Revised 09.04.20 Attachment A - Scope of Work 1.1 General Requirements/Background Information A. The Contractor shall provide motor and clutch repairs at the O. N. Stevens Water Treatment Plant and all booster and raw water pump stations for the City of Corpus Christi Utilities Department outlined in this Scope of Work. B. The City’s motor inventory for this contract, outlined in this Scope of Work, consists of approximately 41 motors of various brands, with HP range from 10-1500. Of this inventory, there are approximately 2 motor/clutch configurations. A large percentage of these motors consist of the following brands: TECO Westinghouse, GE, US Motors, Marathon, and NIDECU S. Electric. C. The Contractor shall provide repair services on as needed basis. D. The Contractor shall provide labor, equipment, transportation, and materials necessary to perform the services. 1.2 Scope of Work A. The Contractor’s work performance for motor and clutch repair will include, but is not limited to, disassembly, inspection, repair, and remanufacturing. B. Typical motor repairs may include, but are not limited to stator, bearings, rotor, brushes, brush holder, slip rings, packing gland, strip heater evaluation, bearings, run vibration analysis, balance rotor, check mechanical fits, meg motor, and run motor winding analysis. C. Typical clutch repairs may include, but are not limited to rotor, slip rings, shaft, bearings, brushes, mandrel and drum, and balancing of clutch to motor, including vibration analysis. D. To obtain accurate measurements and for non-destructive evaluation, the Contractor shall clean using steam, grit, or solvent. E. As repairs are needed, the City will contact the Contractor via email and/or phone. The Contractor shall pick-up and deliver the motor and/or clutch. F. The Contractor shall submit a repair estimate for each repair based on pricing outlined in the contract within five business days after receipt of motor or clutch. The repair estimate shall include any noted problems, special conditions, DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Revised 09.04.20 inspection results, conclusion/recommendations, visual findings by drawings or digital photos including a “No Destructive Testing Report” added to the “As Received Report”. G. The repair estimate shall be submitted electronically in PDF format via email and itemized as follows: 1.Estimated repair time, to include delay time for parts/materials. If repair time is expected to exceed ten business days, the Contractor must define the completion time, and outline the reason for delay. Repairs shall be completed within ten business days of purchase order (PO) receipt. A PO number will be submitted to Contractor via email. 2.Shipping costs for parts/materials 3.Costs to expedite parts/materials (will be deducted from the shipping allowance), if requested and approved by a City representative. 4.List of parts/components to be repaired and/or replaced and costs of parts 5.Parts/materials mark-up as specified in the contract. 6.Hourly labor costs at rates set by Contract, to include Regular Time, and Overtime (if approved). 7.Motor and/or clutch replacement cost – if Contractor deems items not repairable a replacement cost shall be submitted to the Work Coordinator. Replacement of motor and clutch will be not be performed under this contract. H. All parts shall be equivalent to or better than original equipment manufacturer (OEM) standards. I. All repairs shall be in accordance with current motor and/or clutch nameplate data and conditions, drawings, standards and/or OEM specification(s). J. General machine work and/or repair shall consist of, but is not limited to, balancing, welding, straightening, grinding, custom part manufacturing, shaft rebuilding and fabrication, sand blasting, and coating of motor and/or clutch. K. After repairs, the motor and/or clutch shall be repainted to manufacturer’s recommendation and specifications, in a color approved by a City representative. L. After repairs are completed, a mechanical documentation repair report must be submitted. The report shall contain the following: cover page, as received photographs, final photographs, rotor drawings showing run out and sizes before and after repairs, balance report and NDT reports. DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Revised 09.04.20 M. Overtime hours must be authorized in writing by a City representative. The City may ask for prioritization for emergency repairs. N. The Contractor’s facilities may be subject to inspection at any time by a City representative. When deemed appropriate, the City reserves the right to use third party inspection services, at the City’s expense. O. The City reserves the right to inspect the motor and clutch at any time during the repair. P. The Contractor must be able to provide technical support as may be required by the City. Q. The City reserves the right to audit Contractor’s project costs at any time during the contract term. R. The City’s equipment in Contractor’s possession must be properly stored and secured at all times. S. Where applicable, the loading/unloading of motor(s) must be done by Contractor’s personnel. 1.3 Invoicing The Contractor’s invoice for payment must contain the following information: 1.Purchase Order (PO) number 2.Location and Address 3.Model and serial number of equipment 4.Description of service 5.Bill of materials 6.The Contractor will be required to attach copies of all invoices for parts/materials (to include % of mark-up, if applicable) for each repair invoice 7.Total hours billed, itemized by position and hourly rate as shown in Contract. 8.Shipping costs at actual cost. 9.Authorizing City Representative DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Revised 09.04.20 1.4 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. 1.5 Warranty The Contractor shall provide a minimum 90- day warranty period for reconditioned motors and one-year warranty period for motor rewinds. 1.6 Work Site Locations Pumps are located at the locations listed below. The City reserves the right to add additional locations as needed. A. Raw Water Building One (Nueces River Raw Water Complex): Raw Water Motor 3 General Electric VSS motor, 400 HP, 885 RPM, 4160 V / 3PH Raw Water Motor 4 General Electric VSS motor, 400 HP, 885 RPM, 4160 V / 3PH B. Raw Water Building Two (Nueces River Raw Water Complex): Raw Water Motor 7 TECO Westinghouse Horizontal Induction Motor, 800 HP Frame 6809S with Eddy Drive Clutch Assemblies Model MDS 37x18 Calibration Range Raw Water Motor 8 Westinghouse Vertical Solid Shaft Motor, 800 HP, 592 RPM, 4160 V/3 PH Raw Water Motor 9 TECO Westinghouse Horizontal Induction Motor, 800 HP Frame 6809S with Eddy Drive Clutch Assemblies Model MDS 37x18 Calibration Range Raw Water Motor 10 Teco Vertical Solid Shaft Motor, 800 HP, 590 RPM, 4160 V/3 PH C. High Service Building One (Plant/Treated Water): High Service 1 Motor 1 General Electric VSS Motor, 700 HP, 1185 RPM, 4160 V/3 PH DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Revised 09.04.20 Page 24 of 27 High Service 1 Motor 2 General Electric VSS Motor, 500 HP, 1185 RPM, 4160 V/3 PH High Service 1 Motor 3 General Electric VSS Motor, 700 HP, 1185 RPM, 4160 V/3 PH High Service 1 Motor 4 General Electric VSS Motor, 500 HP, 1185 RPM, 4160 V/3 PH High Service 1 Motor 5 General Electric VSS Motor, 500 HP, 1185 RPM, 4160 V/3 PH High Service 1 Motor 6 General Electric VSS Motor, 500 HP, 1185 RPM, 4160 V/3 PH High Service 1 Motor 7 General Electric VSS Motor, 500 HP, 1185 RPM, 4160 V/3 PH D. High Service Building Two (Plant/Treated Water): High Service 2 Motor 8 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH High Service 2 Motor 9 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH High Service 2 Motor 10 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH High Service 2 Motor 11 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH E. High Service Building Three (Plant/Treated Water): High Service 3 Motor 12 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame High Service 3 Motor 13 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450 D Frame High Service 3 Motor 14 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame High Service 3 Motor 15 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame High Service 3 Motor 16 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame High Service 3 Motor 17 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame F. Low Lift Pumps (Raw Water/Pre-Sed Basin): Low Lift Motor 1 US VHS Motor, 125 HP, 885 RPM, 460 V/3 PH DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Revised 09.04.20 Page 25 of 27 Low Lift Motor 2 US VHS Motor, 125 HP, 885 RPM, 460 V/3 PH Low Lift Motor 3 US VHS Motor, 125 HP, 885 RPM, 460 V/3 PH G. Wash Water Pumps (Plant/Treated Water – Filter Backwash): Wash Water Motor 3 GE VSS Motor, 200 HP, 1190 RPM, 4160 V/3 PH Wash Water Motor 5 GE VSS Motor, 200 HP, 1190 RPM, 4160 V/3 PH Wash Water Motor 7 GE VSS Motor, 200 HP, 1190 RPM, 4160 V/3 PH H. Staples Booster Pump Station (Treated Water): Motor 1 US MOTOR-250HP HORIZONTAL-FRAME 449TS Motor 2 US MOTOR-250HP HORIZONTAL-FRAME 449TS Motor 3 US MOTOR-250HP HORIZONTAL-FRAME 449TS I. Navigation Booster Pump Stations (Treated Water): Motor 1 US Motor Horizontal Induction Motor, 350 HP, 890 RPM, 460 V/3PH Motor 2 US Motor Horizontal Induction Motor, 350 HP, 890 RPM, 460 V/3PH Motor 3 US Motor Horizontal Induction Motor, 350 HP, 890 RPM, 460 V/3PH J. Sand Dollar Booster Pump Station (Treated Water): Motor 1 Marathon Horizontal Induction Motor, 300 HP, 1785 RPM, 460 V/3PH Motor 2 Marathon Horizontal Induction Motor, 300 HP, 1785 RPM, 460 V/3PH Motor 3 Teco-Westinghouse, 300HP, 1765 RPM, 460 V/3PH DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Revised 09.04.20 Page 26 of 27 K. Holly Booster Pump Station (Treated Water): Large Induction Motor / Horizontal #2 250 HP, 1180 RPM Large Induction Motor / Horizontal #3 300 HP, 1180 RPM DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B Attachment C -Insurance 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 EMPLOYER’S LIABILITY Statutory $500,000 /$500,000 /$500,000 BAILEE’S CUSTOMER GOODS $250,000 Per Occurrence MOTOR TRUCK CARGO (or) TRIP TRANSIT $250,000 Combined Single Limit DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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. DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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. 2020 Insurance Requirements Ins. Req. Exhibit 4-N Contracts for General Services – Services Performed Onsite – Bailee’s – Motor Truck Cargo 04/14/2020 Risk Management – Legal Dept. DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B 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: 23439E9D-1683-46E3-B834-6C44D5A88B8B Attachment D - Warranty Requirements The Contractor shall provide a minimum 90-day warranty period for reconditioned motors and one-year warranty period for motor rewinds. DocuSign Envelope ID: 23439E9D-1683-46E3-B834-6C44D5A88B8B DATE: December 8, 2020 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a two-year service agreement with Herc Rentals Inc., of Corpus Christi, Texas, in an amount not to exceed $620,000.00, for equipment rental for the Utilities Department such as excavators, skid steer loaders, trucks, air compressors, gen erators, and other equipment necessary, with FY 2021 funding in an amount not to exceed $258,333.00 available in the Water and Wastewater Funds. SUMMARY: This motion authorizes a two-year service agreement for equipment rental for the Utilities Department through the Omnia Cooperative. Equipment rentals will be on an as needed basis. This equipment is necessary in order to maintain the City’s water and wastewater infrastructure. BACKGROUND AND FINDINGS: The Utilities Department completes over 10,000 repair, maintenance, and construction activities per year, which may require equipment that is not in the City’s inventory. The equipment in this contract may be necessary during a response to a Utility system emergency, to follow proper construction procedures, for ensuring the safety of City staff, or to augment current equipment during periods of higher than normal workloads. Utilities Department does not maintain an inventory of all equipment that may be needed at any given time due to the limited use of larger or more specialized equipment. This procurement is through the Omnia Cooperative. The contracts awarded through the Omnia Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The average percentage of savings through the Omnia Cooperative contract is 15.01%, 19.65%, and 22.87% off List Price for daily, weekly, and monthly rentals, respectively. Equipment Rental for Utilities Department AGENDA MEMORANDUM Action Item for the City Council Meeting of December 8, 2020 ALTERNATIVES: An alternative is to not enter into a service agreement, which would require separate procurements on an as needed basis and reduce the economies of scale pricing secured through a long-term contract. Additionally, it would increase the time delay due to the procurement process reducing the level of response, in some cases, emergency response, to the citizens. FISCAL IMPACT: The fiscal impact in FY 2021 for the Utilities Department is an amount not to exceed $258,333.00 for this two-year service agreement. The remaining cost will be budgeted in future years through the annual budget process. Funding Detail: Fund: 4010 Water Organization/Activity: 31510 Mission Element: 041 Project # (CIP Only): N/A Account: 530215 Cost: $12,916.65 Fund: 4010 Water Organization/Activity: 31520 Mission Element: 041 Project # (CIP Only): N/A Account: 530215 Cost: $116,249.85 Fund: 4200 Wastewater Organization/Activity: 33400 Mission Element: 042 Project # (CIP Only): N/A Account: 530215 Cost: $116,249.85 Fund: 4200 Wastewater Organization/Activity: 33600 Mission Element: 042 Project # (CIP Only): N/A Account: 530215 Cost: $12,916.65 RECOMMENDATION: Staff recommends approval of this motion authorizing a two-year service agreement with Herc Rentals, Inc. for equipment rental for the Utilities Department as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement City of Corpus Christi Contracts and Procurement Senior Buyer: Marco Lozano Herc Rentals Inc. Bonita Springs, Florida DESCRIPTION Discount Total Heavy Equipment Rental 0.00% to 57.14% off Published Book Rate $600,000.00 Omnia Contract 2019000318 11/01/2018 - 10/31/2023 Pick and Delivery Allowance $10,000 Damage Repairs Allowance $10,000 Not to exceed $620,000.00Grand Total Price Sheet Service Agreement for Heavy Equipment Rental for Utilities Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3353 Heavy Equipment Rental for Utilities Department THIS Heavy Equipment Rental for Utilities Department Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Herc Rentals Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Heavy Equipment Rental for Utilities Department in response to Request for Bid/Proposal No. Omnia-2019000318 (“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 Heavy Equipment Rental for Utilities Department (“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 $620,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form 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: Joanna Moreno Department: Contract Funds Administrator Phone: 361-826-1649 Email: N/A 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 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 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: Joanna Moreno Title: Utilities Department Address: 2726 Holly Rd., Corpus Christi, Texas 78415 Phone: 361-826-1649 Fax: N/A IF TO CONTRACTOR: Herc Rentals Inc. Attn: Jason Oosterbeek Title: Vice President Address: 27500 Riverview Center Blvd., Bonita Springs, Florida 34134 Phone: 512-801-8324 Fax: N/A 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. 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 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 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. Omnia-2019000318 Exhibit 2: Contractor’s Bid/Proposal Response ATTACHMENT A: SCOPE OF WORK General Requirements/Background Information The Contract shall provide equipment rental for the Utilities Department as follows: excavators, skid steer loaders, trucks, air compressors, generators, and other equipment necessary. Equipment rentals will be on an as needed basis. Scope of Work: A. Equipment Condition 1. Any equipment rented shall be guaranteed to be fully functional and capable of performing the task(s) it was designed to perform under the manufacturer’s guidelines. All safety equipment and all associated attachments shall be in place and functioning per the manufacturer’s design. Any equipment not functioning properly, or becoming non-functional during operation, shall be picked up and replaced by the Supplier at no additional charge to the City during the rental period. Repairs not caused by the misuse of the equipment shall be provided at no additional cost to the City. 2. At the time the City takes possession of the equipment, the Contractor shall provide information regarding the current condition and any visual, pre-existing damage to the equipment. The City and the Contractor will review the equipment condition at the point of delivery as well as at the point of return. No rental fees shall be charged to the City without the signed receipt of acceptance of the equipment. 3. Failure to meet this requirement shall be ground for termination of the contract. B. Delivery 1. The Contractor will be responsible for the delivery, setup, and pickup of all equipment. Timely delivery is important to the City. 2. Equipment delivery shall occur Monday through Friday, from 7:00 AM to 5:00 PM, and delivered to various locations within the city. ATTACHMENT B: QUOTE/PRICING SCHEDULE CITY OF CORPUS CHRISTI QUOTE FORM 1.Refer to “Sample Service Agreement” Contract Terms and Conditions before completing quote. 2.Quote your best price, including freight, for each item. 3.In submitting this quote, vendor certifies that the prices in this quote have been arrived at independently, without consultation, communication, or agreement with any other vendor or competitor, for the purpose of restricting competition with regard to prices. Invitation to quote, FOB Destination, Freight Included, on the following: DESCRIPTION DISCOUNT 2-YEAR TOTAL Equipment Rental Omnia Contract 1019000318 11/01/2018 – 10/31/2023 0.00% to 57.14 % off Published/Book Rate $600,000.00 Pickup & Delivery Allowance $10,000.00 Damage/Repairs Allowance $10,000.00 TOTAL Not to Exceed $620,000.00 COMPANY: NAME OF PERSON AUTHORIZED TO SIGN: ADDRESS: CITY / STATE/ZIP: PHONE: EMAIL: FAX: DATE: SIGNATURE: TITLE: Herc Rentals Inc. Jason Oosterbeek 27500 Riverview Center Blvd Bonita Springs / FL / 34134 Vice President Hercbids@hercrentals.com 10/13/2020 (512) 801-8324 2019000318 Gold Discount Breakdown Category Average of Discount off List Price for Daily Rental Average of Discount off List Price for Weekly Rental Average of Discount off List Price for Monthly Rental Accessories 10.78%12.66%14.70% Aerial Equipment 29.07%34.32%34.53% Air Moving Equipment 8.88%16.43%15.64% Air Tools and Accessories 16.95%28.54%32.30% Cleaning and Restoration 21.43%35.01%39.71% Compaction Equipment 16.70%25.12%33.68% Compressors 25.40%29.54%28.24% Concrete and Masonry Equipment 12.91%20.25%23.31% Cooling and Heating Equipment 15.98%18.86%24.58% Cranes 6.85%7.00%8.02% Earth Moving Equipment 19.97%27.31%30.37% Floor Care and Surface Prep 12.79%16.55%21.22% Forklifts and Accessories 19.21%23.06%27.00% Fuel Tanks 14.64%11.92%23.75% Generators 13.86%16.04%19.43% Hydraulic Jacks 9.48%9.86%10.17% Landscaping 9.51%19.19%24.13% Lifts-Hoists-Stabilizers 7.48%10.48%14.76% Lighting Equipment 12.95%18.15%24.63% Load Banks 9.98%21.07%26.99% Paving 16.26%10.50%9.02% Power Distribution 9.68%14.64%15.04% Pumps and Accessories 11.69%16.05%21.78% Saws and Accessories 9.66%20.00%24.93% Storage Trailers 27.53%16.13%6.65% Tools 9.93%20.34%24.17% Traffic Safety 18.68%22.62%32.61% Trenching Equipment 18.13%24.62%34.72% Trolleys 6.21%9.49%9.68% Utility Vehicles and Carts 28.98%25.91%18.82% Vehicles and Trailers 12.63%15.89%22.34% Welding Equipment 15.98%31.26%34.96% Grand Total 15.01%19.65%22.87% Page 1 of 3 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 p roperty 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 $500,000 Combined Single Limit WORKERS' COMPENSATION 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. Page 2 of 3 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. Bond Requirements: No bonds are required, therefore, Service Agreement 91670, 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 06/08/2020 Risk Management -Legal Dept. Page 3 of 3 Attachment D - Warranty Requirements Any equipment rented shall be guaranteed to be fully functional and capable of performing the task(s) it was designed to perform under the manufacturer’s guidelines. All safety equipment and all associated attachments shall be in place and functioning per the manufacturer’s design. AGENDA MEMORANDUM Action Item for the City Council Meeting December 8, 2020 DATE: December 8, 2020 TO: Peter Zanoni, City Manager FROM: Fred A. Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Kim Baker, Director of Contracts and Procurement Department KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a one-year supply agreement with Oshkosh Airport Products, LLC in an amount of $860,650.00 for the purchase of one replacement Aircraft Rescue Fire Fighting Vehicle and accessories for the Corpus Christi International Airport, with FY 2021 funding in the amount of $10,436.00 available in the Airport Fund, $ 157,912.00 available in the Airport Project Reserve Fund and $692,302.00 available in the Grant 60 Fund. SUMMARY: This motion authorizes a one-year supply agreement for the purchase of one replacement Aircraft Rescue Fire Fighting (ARFF) vehicle and accessories for the Corpus Christi International Airport (CCIA). The accessories include equipment such as nozzles, extinguishers, lanterns, and brackets, which will be mounted to the ARFF unit. BACKGROUND AND FINDINGS: The Federal Aviation Administration (FAA) funds major capital improvements and equipment at CCIA through its Airport Improvement Program (AIP) grants. CCIA has three ARFF vehicles that are used for fire suppression crash rescue in the event of an aircraft emergency. The purchase of the new unit will allow for two reliable vehicles in service and a functioning reserve as a b ack-up. Upon purchase of the new unit, Rescue 1 will be disposed of as surplus, which is a 2001-year model. Purchase of Replacement Aircraft Rescue Fire Fighting (ARFF) Vehicle The existing ARFF vehicle was purchased in 2001, with a high reach extendible turret (HRET) and penetrating nozzle. The vehicle has served its useful life and CCIA currently has the vehicle offline due to major mechanical issues. The Airport is recommending the purchase of a 1500-gallon ARFF vehicle with a HRET. This vehicle will provide necessary ARFF service at CCIA and meet Federal Aviation Regulations operational requirements. Requirements include the establishment of rescue paths for escaping passengers and crew and increasing the survivability of interior conditions and thus passengers utilizing the HRET. This replacement vehicle is necessary for CCIA to maintain current Index for Aircraft Rescue and Firefighting response capability. CCIA currently handles over 100,000 aircraft operations, takeoffs and landings annually. In addition, CCIA is the diversion airport for our major airlines, United Airlines, Southwest Airlines and American Airlines. These diversions typically include wide-body aircraft. In addition to their primary function of optimum level of ARFF suppression capability, the vehicle may also be suitable for other fire protection assignments such fuel spills or large truck accidents. The Contracts and Procurement Department conducted a competitive R equest for Bid process. Two bids were received; however, one bid was nonresponsive. Staff recommends awarding a supply agreement to Oshkosh Airport Products, LLC as the lowest, responsive, responsible bidder. ALTERNATIVES: No viable alternative exists as FAA requires ARFF vehicles at airports providing commercial air service. FISCAL IMPACT: The fiscal impact for Aviation Department in FY 2021 is an amount not to exceed $860,650.00. FUNDING DETAIL: Fund: 4610 Airport Organization/Activity: 35050 Airport Public Safety Mission Element: 272 Mng Airport Operations Project # (CIP Only): n/a Account: 520090 Minor Tools & Equipment Cost: $10,436.00 Fund: 3020 Grant 60 Organization/Activity: 31351603020P Mission Element: 274 AirCP Air Expansion Project # (CIP Only): n/a Account: 550720 Equipment Purchases Cost: $692,302.00 Fund: 3026 Airport Project Reserve Organization/Activity: 31351603026P Mission Element: 274 AirCP Air Expansion Project # (CIP Only): n/a Account: 550720 Equipment Purchases Cost: $157,912.00 RECOMMENDATION: Staff recommends motion approval as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement City of Corpus ChA24+A1+A1:H24 Bid Tabulation Sr. Buyer: Minerva Alvarado RFB 3135-Aircraft Rescue and Fire Fighting (ARFF) Vehicle Item Description Unit Qty Unit Price Total Price Base Bid 1 Class 4 Aircraft Rescue Fire fighting Vehicle EA 1 $672,615.00 $672,615.00 2 Upgrade for High Reach Extendable Turret (HRET)EA 1 $157,912.00 $157,912.00 $830,527.00 Options-Add Alternates 3 9.3 Under-truck nozzles EA 3 $664.00 $1,992.00 4 9.4.4-Truck Mounted hand held LED lantern EA 2 $467.00 $934.00 5 9.4.5 - Combination Hydrant and Spanner Wrench Holder set with vehicle mounted brackets including mounting EA 2 $116.00 $232.00 6 9.4.6-Halotron Clean Agent 15.5 lb and mounting bracket including mounting EA 1 $418.00 $418.00 7 9.4.7-Potassium Bicarabonate Extinguisher with vehicle mounted bracket including mounting EA 1 $149.00 $149.00 8 9.4.8-Class D. Fire Extinguisher with vehicle mounted bracket EA 1 $344.00 $344.00 9 K12FD Fire Rescue/Cut off Saw 14"-Husqvarna Model K12FD94 Kit with (2) 14" Carbide top blades, (2) 14" Piraya Diamond Blades, (2) 14" Resue Abrasive wheels, Aluminum Case, Safe gas can, spare belt, and spare air filter EA 1 $3,732.00 $3,732.00 10 DVR-to record CCTV feed with a storage capacity for a minimum of 30 days EA 1 $2,635.00 $2,635.00 11 Lifetime Warranty-Polypropylene Tanks EA 1 $0.00 $0.00 12 ARFF Testing System EA 1 $19,687.00 $19,687.00 $860,650.00 *Rosenbauer Minnesota LLC Non-responsive. Did not bid on Item #2 Total Oshkosh Airport Products, LLC Neenah, WI Rosenbauer Minnesota, LLC Wyoming, MN Supply Agreement – FAA Page 1 of 7 SUPPLY AGREEMENT NO. 3135 Aircraft Rescue and Fire Fighting (ARFF) Vehicle THIS Aircraft Rescue and Fire Fighting (ARFF) Vehicle Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Oshkosh Airport Products, LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Aircraft Rescue and Fire Fighting (ARFF) Vehicle in response to Request for Bid No. 3135 (“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 Aircraft Rescue and Fire Fighting (ARFF) Vehicle in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. “Goods,” “products”, and “supplies”, as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to 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 $860,650.00, 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: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Supply Agreement – FAA Page 2 of 7 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: John Hyland Airport Department 361-289-0171 JohnHy@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: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Supply Agreement – FAA Page 3 of 7 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: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Supply Agreement – FAA Page 4 of 7 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: John Hyland Airport Public Safety Chief 1000 International, Corpus Christi, TX 78404 Phone: 361-289-0171 Fax: n/a IF TO CONTRACTOR: Oshkosh Airport Products, LLC Attn: Erik J. Lampe Vice President & General Manager 1515 County Road O, Suite A, Neenah, WI 54956 Phone: 920-215-5127 Fax: 920-215-5144 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: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Supply Agreement – FAA Page 5 of 7 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: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Supply Agreement – FAA Page 6 of 7 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.Federal Requirements. Supplier’s performance under this Supply Agreement is at all times subject to compliance with the federal requirements and certifications in Attachment E, including several certifications which require written completion and execution by the Supplier in compliance with federal law and submission by the Supplier to the City concurrent with Supplier’s bid. The content of Attachment E is incorporated by reference into this Supply Agreement as if the content was fully set out here in its entirety. 28.Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Supply Agreement – FAA Page 7 of 7 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: APPROVED AS TO LEGAL FORM: __________________________________________________ Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Attachment E: Federal Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 3135 Exhibit 2: Contractor’s Bid Response DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Vice President & General Manager 11/10/2020 Erik Lampe Page 1 of 31 Attachment A: Scope of Work VEHICLE PROCUREMENT SPECIFICATION, CLASS 4 PROCUREMENT SPECIFICATION CLASS 4 AIRCRAFT RESCUE AND FIRE FIGHTING (ARFF) VEHICLE 1.1 SCOPE A. This Procurement Specification (PS) covers a commercially produced diesel engine driven ARFF vehicle for an Index B airport. It includes a 1500-gallon water/Aqueous Film Forming Foam ARFF fire suppression system: 450 lb. potassium-based dry chemical only. B. The ARFF vehicle is intended to carry rescue and firefighting equipment for the purpose of rescuing aircraft passengers, preventing aircraft fire loss, and combating fires in aircraft. 1.2 CLARIFICATION The ARFF vehicle covered by this PS is classified in accordance with Part 139, Certification and Operations: Land Airports serving certain air carriers, Section 315, Aircraft Rescue and Firefighting: Index Determination; Section 317, Aircraft Rescue and Firefighting: Equipment and Agents; and Federal Aviation Administration (FAA) Advisory Circular (AC) 150/5220-10, Guide Specification for ARFF vehicles, as follows: Airport Index Vehicle Class Minimum Rated Capacities (gallon/Liters) Index B 4 1500-gallon (5678 liter) water/ARFF solution 1.3 VEHICLE CONFORMANCE/PERFORMANCE CHARACTERISTICS The ARFF vehicle will be in accordance with the applicable requirements of National Fire Protection Association (NFPA) 414, Standard for Aircraft Rescue and Fire Fighting vehicles (2007 edition), and AC 150/5220-10, Guide Specification for ARFF vehicles. A. General Administration Requirements I. Manuals: Technical manuals will consist of operator, service, and parts manuals. All manuals are required to be provided in hardcopy and in digital format on CD’s when requested. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 2 of 31 a. Technical manuals – The overall format for the manuals will be commercial. Each technical manual will have a title page. Line art will be used to the maximum extent possible for illustrations and parts lists. One complete set of engine and transmission parts, service and operator’s manuals will be packed with the vehicle. b. Operator’s manual – The operator’s manual will include all information required for the safe and efficient operation of the vehicle, including fire extinguishing systems, equipment, and any special attachments or axillary support equipment. As a minimum, the operator’s manual will include the following: i. The location and function of all controls and instruments will be illustrated and functionally described. ii. Safety information that is consistent with the safety standards established by the Occupational Safety and Health Administration (OSHA) and NFPA. iii. All operational and inspection checks and adjustments in preparation for placing the vehicle into service upon receipt from the manufacturer. iv. Tie down procedures from transport on a low-boy trailer. v. Warranty information and the period of the warranty coverage for the complete vehicle and for any component warranty that exceeds the warranty of the complete vehicle. Addresses and telephone numbers will be provided for all warranty providers. vi. General description and necessary step-by-step instructions for the operation of the vehicle and its fire extinguishing system(s) and auxiliary equipment. vii. A description of the post-operational procedures (draining, flushing, re-servicing, etc.) viii. Daily maintenance inspection checklists that the operator is expect ed to perform, including basic troubleshooting procedures. ix. Disabled vehicle towing procedures. x. Procedures and equipment required for changing a tire. xi. Schedules (hours, miles, time periods) for required preventative maintenance and required periodic maintenance. xii. Line art drawing of the vehicle, including panoramic views (front, rear, left, and right sides) showing basic dimensions and weights (total vehicle and individual axle weight for the unloaded and full DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 3 of 31 loaded vehicle). For the purposes of the AC, “unloaded” is defined as a lack of agent, occupants and compartment load. c. Service Manual – The service manual will identify all special tools and test equipment required to perform servicing, inspection, and testing. The manual will cover troubleshooting and maintenance as well as minor and major repair procedures. The text will contain performance specifications, tolerances, and fluid capacities; current, voltage, and resistance data; test procedures; and illustrations and exploded views as may be required to permit proper maintenance by qualified vehicle mechanics. The manual will contain an alphabetical subject index as well as a table of contents. The service manual will contain at least the following, where applicable: i. Fire Fighting system schematic(s) ii. Hydraulic schematic iii. Pneumatic schematic iv. Electrical schematic v. Winterization schematic vi. Fuel schematic vii. Schedules for required preventative maintenance and required periodic maintenance. viii. Lubrication locations, procedures, and intervals for parts of the vehicle and equipment that require lubrication. d. Parts identification manual – The parts manual will include illustrations or exploded views (as needed) to identify properly all parts, assemblies, subassemblies and special equipment. All components of assemblies shown in illustrations or exploded views will be identified by reference numbers that correspond to the reference numbers in the parts lists. All purchased parts will be cross-referenced with the original equipment manufacturer’s (OEM) name and part number. The parts identification manual will provide the description and quantity of each item used for each vehicle. The size, thread dimensions, torque specifications, and special characteristics will be provided for all nonstandard nuts, bolts, screws, washers, grease fittings, and similar items. The manual will contain a numerical index. The parts manual will contain a list of all of the component vendor names, addresses, and telephone numbers referenced in the parts list. II. Painting, plating and corrosion control DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 4 of 31 a. Finish – Exterior surfaces will be prepared, primed, and painted in accordance with all the paint manufacturer’s instructions and recommendation. Vehicles will be painted and marked in accordance with AC 150/5210-5, Painting, Marking, and Lighting of Vehicles Used on an Airport. The interior finish of all compartments will be based on the manufacturer’s standard production practice. This may include painting, texturing, coating or machine swirling as determined by the manufacturer. All bright metal and anodized parts, such as mirrors, horns, light bezels, tread plates, and roll-up compartment doors, will not be painted. All other surfaces capable of being painted must be in the appropriate yellow-green color. b. Dissimilar metals – Dissimilar metals, as defined in MIL-STD-889, Dissimilar Metals, will not be in contact with each other. Metal plating or metal spraying of dissimilar base metals to provide electromotive compatible abutting surfaces is acceptable. The use of dissimilar metals separated by suitable insulating material is permitted, except in systems where bridging of insulation materials by an electrically conductive fluid can occur. c. Protection against deterioration – Materials that deteriorate when exposed to sunlight, weather, or operational conditions normally encountered during service will not be used or will have a means of protection against such deterioration that does not prevent compliance with performance requirements. Protective coatings that chip, crack, or scale with age or extremes of climatic conditions or when exposed to heat will not be used. d. Reflective stripes – A minimum eight-inch horizontal band of high gloss white paint or white reflective tape (Retroreflective, ASTM-D 4956-09, Standard Specification for Retroreflective Sheeting for Traffic Control, Type III & above) must be applied around the vehicle’s surface. This reflective striping shall match the current fleet. e. Lettering – The manufacturer will apply the airport’s ‘Name’ and ‘Insignia’ (if available) in a contrasting color or by decal on both sides of the vehicle in long radius elliptical arches above and below the lettering center line. The size of the lettering will be a minimum of 2 ½” to a maximum of 6”. Reflective lettering is allowed if the material is the same as that which is used for the reflective stripe (as specified in AC 150/5210-5). DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 5 of 31 III. Vehicle Identification Plate – A permanently marked identification plate will be securely mounted at the driver’s compartment. The identification plate will contain the following information: a. Nomenclature b. Manufacturer’s make and model c. Manufacturer’s serial number d. Vehicle curb weight: kg (pounds) e. Payload, Maximum: kg (pounds) f. Gross Vehicle weight (GVW): kg (pounds) g. Fuel capacity and type: gals (gallons) h. Date of Delivery (month and year) i. Warranty (months and km (miles)) j. Contract number k. Paint color and number A second permanently marked information data plate will be securely mounted on the interior of the driver’s compartment. The plate will contain the information required by NFPA 414, Standard for Aircraft Rescue and Fire Fighting Vehicles (2007 Edition), Section 1.3.5 Vehicle Information Data Plate. A single plate that combines or contains the information required for both plates is acceptable. IV. Environmental Conditions a. Vehicle operation and storage temperature conditions will vary with geographical location. Thus, the locality temperature range can go from -40° to 100°F. Refer to NFPA 414 for vehicle winterization criteria. b. Temperature range – The vehicle will be capable of satisfactory storage and operation in temperatures ranging from 33° to 110°F. The vehicle will be equipped with a cab, chassis, and agent winterization system, permitting operation at 33°F. The winterization system will not detract from the performance of the vehicle or the firefighting system in ambient temperatures up to 110°F. V. Reduction of potential foreign object damage – All loose metal parts, such as pins, will be securely attached to the vehicle with wire ropes or chains. Removable exterior access panels, if provided, will be attached with captive fasteners. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 6 of 31 VI. Vehicle mobility a. Operating terrain – The vehicle will be capable of operating safely on paved roads, graded gravel roads, cross country terrain, and sandy soil environments. Cross country terrain consists of open fields, broken ground, and uneven terrain. An off-road, high mobility suspension system resulting in no more than 0.5 Grms acceleration at the driver’s seat of the vehicle when traversing an 8-inch (20 cm) diameter half round at 35 mph (56 kph) must be provided. The suspension design by which the manufacturer meets the suspension performance requirements is at the manufacturer’s discretion. b. Gradeability – The fully loaded vehicle will be able to ascend any paved slope up to and including 50%. c. Side slope stability – The fully loaded vehicle will be stable on a 30° side slope when tested in accordance with NFPA 414. d. Cornering stability – The fully loaded vehicle will be stable in accordance with NFPA 414 when tested. B. Weights and Dimensions I. Overall dimensions – the maximum dimensions listed below are desirable to ensure vehicles can be accommodated in existing fire stations. Likewise, the overall dimensions should be held to a minimum that is consistent with the best operational performance of the vehicle and the design concepts needed to achieve this performance and to provide maximum maneuverability in accordance with NFPA 414. Vehicle Capacity 1500 /Dimensions Gallons Length(inches/cm) 433/110 Width (inches/cm, excluding 124/315 Height (inches,cm) 154/391 NOTE: For Airport Operator Validation: Consult AC 150/5210-15, Aircraft Rescue and Fire Fighting Station Building Design, Appendix A, to ensure vehicles measurements do not exceed existing airport fire station dimensions. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 7 of 31 II. Angles of approach and departure – The fully loaded vehicle will have angles of approach and departure of not less than 30°. III. Field of Vision – The vehicle will have a field of vision in accordance with NFPA 414. a. Mirrors – Combination flat and convex outside rearview mirrors will be installed on each side of the cab. The flat mirrors will be of the motorized remote-control type, providing not less than 60° horizontal rotational viewing range. The flat mirrors will also have electrically heated heads. Mirror remote and heating controls will be located on the instrument panel within reach of the seated driver. To provide the driver a clear view of the area ahead of the vehicle and to eliminate potential blind spots, a rectangular mirror will be installed on the lower corner of each side of the windshield, having a minimum area of 35 square inches. The vehicle will have a back-up (rear-view) camera with a display monitor mounted above the driver in the cab. Cameras and monitors that are designed to replace the function of the side-view mirrors are not an approved option in this specification. A. Chassis and Vehicle components I. Engine – The vehicle will have a turbocharged diesel engine that is certified to comply with the Environmental Protection Agency (EPA) and state laws for off-highway emission requirements at the time of manufacture. The engine and transmission must operate efficiently and without detrimental effect to any drive train components when lubricated with standard, commercially available lubricants according to the recommendations of the engine and transmission manufacturers. Vehicle will have a high idle function for extended stand-by operations. a. Acceleration – The fully loaded vehicle will accelerate from 0 to 50 miles per hour (mph) on a level paved road within 25 seconds. b. Maximum speed – The fully loaded vehicle will attain a minimum top speed of 70 mph on a level, paved road. c. Pump and roll on a 40% grade – The fully loaded vehicle will be capable of pump and roll operations on a paved, dry, 40% grade in accordance with NFPA 414. d. Altitude – Where justified, the vehicle, including the pumping system, will be designed for operation of 2,000 feet above sea level. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 8 of 31 II. Engine Cooling System – The engine cooling system will be in accordance with NFPA 414. A label will be installed near the engine coolant reservoir reading “Engine Coolant Fill”. III. Fuel System – The fuel system will be in accordance with NFPA 414. a. Fuel Priming Pump – The vehicle will be equipped with an electric or pneumatic fuel pump I addition to the mechanical fuel pump. The electric/pneumatic pump will be used as a priming pump capable of re-priming the engines fuel system. b. Fuel Tank – The vehicle will have one or two fuel tanks with a minimum usable capacity in accordance with NFPA 414, as amended by NFPA 414. Each tank will have a fill opening of 3 inches minimum, readily accessible to personnel standing on the ground and designed to prevent fuel splash while refueling. Each tank will be located and mounted so as to provide maximum protection from damage, exhaust heat, and ground fires. If more than one tank is furnished, means will be provided to assure equalized fuel level in both tanks. An overturn fuel valve will be provided for each tank to prevent spillage in the event of a rollover. Each fuel tank must be prominently labeled “Diesel Fuel Only”. IV. Exhaust System – The exhaust system will be in accordance with NFPA 414. The exhaust system will be constructed of high-grade rust resistant materials and protected from damage resulting from travel over rough terrain. The muffler(s) will be directed upward or to the rear, away from personnel accessing equipment compartments and the engine air intake and will not directed toward the ground. V. Transmission – A fully automatic transmission will be provided. The transmission will be in accordance with NFPA 414. VI. Driveline – The vehicle driveline will be in accordance with NFPA 414. If the driveline is equipped with a differential locking control, a warning/caution label will be placed in view of the driver indicating the proper differential locking/un-locking procedures. The operator’s manual will also include a similar warning/caution. All moving parts, requiring routine lubrication must have a means of providing for such lubrication. There must be no pressure lubrication fittings where their normal use would damage grease seals or other parts. VII. Axle Capacity – Each axle will have a rated capacity, as established by the axle manufacturer, in accordance with NFPA 414. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 9 of 31 VIII. Suspension – The suspension system will be in accordance with NFPA 414 and AC 150/5220-10, Guide Specification for Aircraft Rescue and Fire Fighting Vehicles. IX. Tires and Wheels – Tires and wheels will be in accordance with NFPA 414. The vehicle will be equipped with single tires and wheels at all wheel positions. The vehicle will be equipped with tubeless steel belted radial tires with non-directional on/off-road type tread mounted on disc wheel assemblies. Tire and wheel assemblies will be identical at all positions. Tires and wheels will be certified by the manufacturer for not less than 25 miles of continuous operation at 60 mph at the normal operational inflation pressure. A spare tire and wheel assembly will be provided; however, the spare tire and wheel assembly are not required to be mounted on the vehicle. Tires will be new. Retreads, recaps, or re- grooved tires will not be permitted. Tire bead locks where justified, may be installed on all tires and rims. X. Towing Connections – The vehicle will be equipped with towing connections in accordance with NFPA 414. The vehicle will be designed for flat towing: the capability to lift and tow the vehicle is not required. The tow connections may intrude into the 30° approach angel. XI. Brake System – The vehicle will be equipped with a multi-channel all- wheel antilock brake system with at least one channel for each axle. The brakes will be automatic, self-adjusting and fully air actuated. Brakes will be in accordance with CFR 49 CFR 393.40 through 393.42(b), 393.73 and 393.43 through 393.52. The braking system, complete with all necessary components will include: a. Air compressor having a capacity of not less than 16 standard cubic feet per minute (SCFM). b. Air storage reservoir(s), each tank equipped with drain (bleed) valves, and with safety and check valves between the compressor and the reservoir tank. c. Automatic moisture ejector on each air storage reservoir. Manual air tank drains are acceptable if they are labeled, are centrally located in one compartment and are accessible by an individual standing at the side of the vehicle. d. Automatic slack adjusters on cam brakes or internal self-adjusting brakes on wedge brakes on all axles. e. Spring set parking brakes. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 10 of 31 All components of the braking system will be installed in such a manner as to provide adequate road clearance when traveling over uneven or rough terrain, including objects liable to strike and cause damage to the brake system components. No part of the braking system will extend below the bottom of wheel rims, to ensure, in case of a flat tire, that the weight of the vehicle will be supported by the rim and the flat tire ad not be imposed on any component of the braking system. Slack adjusters and air chambers will be located above the bottom edge of the axle carrier. a. Air Dryer – A replaceable cartridge desiccant air dryer will be installed in the air brake system. The dryer will have the capability of removing not less than 95° of the moisture in the air being dried. The dryer will have a filter to screen out oil and solid contaminants. The dryer will have an automatic self-cleaning cycle and a thermostatically controlled heater to prevent icing of the purge valve. b. Compressed air shoreline or vehicle-mounted auxiliary air compressor – A flush mounted, check valve, auto-eject compressed air shoreline connection will be provided to maintain brake system pressure while the vehicle is not running. The shoreline will be flush mounted (not to extend outside the bod line), located on the exterior of the vehicle, either on the left side rear corner of the cab, or at the rear of the vehicle. In lieu of a compressed air shoreline connection, the vehicle may be equipped with a 110-volt shoreline connected vehicle- mounted auxiliary air compressor. In lieu of a compressed air shoreline connection, the vehicle may be equipped with an electrical shoreline connected vehicle mounted auxiliary air compressor. A vehicle mounted 110v air compressor shall be provided for this contract. XII. Steering – The vehicle will be equipped with power steering. Rear-wheel steering technology is not an approved vehicle option. a. Steering effort – The steering system performance will be in accordance with NFPA 414. b. Turning diameter – The fully loaded vehicle will have a wall to wall turning diameter of less than three times the overall length of the vehicle in both directions in accordance with NFPA 414. c. License plate bracket – A lighted license plate bracket will be provided at the left rear and left front of the vehicle. The location of the left front bracket will be placed so as not to interfere with the operation of firefighting systems. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 11 of 31 D. Cab The vehicle will have a fully enclosed two door cab of materials which are corrosion resistant, such as aluminum, stainless steel, or glass reinforced polyester construction. Steps and handrails will be provided for all crew doors, and at least one grab handle will be provided for each crew member, located inside the cab for use while the vehicle is in motion. The lowermost steps will be no more than 22 inches above level ground when the vehicle is fully loaded. A tilt and telescoping steering column will be provided. I. Windshield and windows – The windshield and windows will be of tinted safety glass. Each door window will be capable of being opened far enough to facilitate emergency occupant escape in the event of a vehicle accident. The vehicle windows will have an electric control system. II. Cab interior sound level – The maximum cab interior sound level will be in accordance with NFPA 414. III. Instruments and controls – All instruments and controls will be illuminated and designed to prevent or produce windshield glare. Gauges will be provided for oil pressure, coolant temperature, and automatic transmission temperature. In addition to the instruments and controls required by NFPA 414, the following will be provided within convenient reach of the seated driver: a. Master warning light control switch b. Work light switches c. Compartment “Door Open” warning light and intermittent alarm that sounds when a compartment door is open, and the parking brakes are released, or the transmission is in any position other than neutral. IV. Windshield deluge system – The vehicle will be equipped with a powered windshield deluge system. The deluge system will be supplied from the agent water tank and will have an independent pumping system. The deluge system activation switch will be located within reach of the seated driver and turret operator. V. Forward looking infrared (FLIR) – A forward looking infrared (FLIR) camera and in-cab monitor, meeting the requirements of NFPA 414 will be provided. In addition, the FLIR monitor described in NFPA 414 will have a minimum dimension of 10 inch (25 cm) (measured diagonally) and be located in a position where it is visible to both the seated driver and turret operator. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 12 of 31 VI. Climate control system – The offeror/contractor’s standard heater/defroster and air conditioning system will be provided. The climate control system will induct at least 60 cubic feet per minute of fresh air into the cab. Cab mounted components will be protected from inadvertent damage by personnel. VII. Seats – The driver seat will be adjustable fore and aft and for height. The turret operator’s seat, located to the right front of the driver’s seat, will be a fixed (non-suspension) type. Each seat will be provided with a Type 3 seat belt assembly (i.e. 3-point retractable restrain) in accordance with CFR 49 CFR 517.209. Seat belts must be of sufficient length to accommodate crew members in full Personal Protective Equipment (PPE). a. Seat Options – Two types of seat options are allowed in the vehicle. A standard seat contains a hand/fixed back. For these seats, a remote-mounted bracket designed to store a Self-Contained Breathing Apparatus (SCBA) will be provided. The remote-mounted bracket for the driver and turret operator (at minimum) must be placed inside the cab. The brackets for seat positions #3 and #4 may be placed outside of the cab if necessary. An SCBA seat, on the other hand, contains an opening which can accommodate someone wearing an SCBA. The chart below represents the user’s stated preference for the vehicle seating configuration. Position Standard SCBA – Seat N/A Driver X Turret X #3 X #4 X VIII. Windshield wipers and washer – The vehicle will be equipped with electricity powered windshield wipers. The wiper arms and blades will be of sufficient length to clear the windshield area described by SAE J198, Windshield Wiper Systems – Trucks. Individual wiper controls will include a minimum of two speed settings and an intermittent setting. The wiper blades will automatically return to a part position, out of the line of vision. The vehicle will be equipped with a powered windshield washer system, including an electric fluid pump, a minimum one-gallon fluid container, washer nozzles mounted to the wiper arms (wet arms), and a momentary switch. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 13 of 31 IX. Warning signs – Signs that state “Occupant must be seated and wearing a seat belt when apparatus is in motion” will be provided in locations that are visible from each seated position in accordance with NFPA 414. X. Lateral accelerometer and/or stability control system – The vehicle will be equipped with a lateral accelerometer and/or an electronic stability control system in accordance with NFPA 414. XI. Monitoring and data acquisition system (MADAS) – The vehicle will be equipped with a MADAS as prescribed by NFPA 414. E. Body, Compartments, and Equipment Mounting I. Body – The vehicle will have a corrosion-resistant body. II. Compartments – The vehicle body will have lighted compartments in accordance with NFPA 414 with a minimum of 10 cubic feet of enclosed storage space. a. Compartment doors – Storage compartments will have clear anodized aluminum, counterbalanced, non-locking, roll-up or single hinged doors as determined by the manufacturer. Door latch handles on roll-up doors will be full-width bar type. Door straps will be provided to assist in closing the compartment doors when the rolled up or hinged door height exceeds six feet above the ground. b. Scuff plates – Replaceable scuff plates will be provided at each compartment threshold to prevent body damage from sliding equipment in and out of the compartments. The scuff plates will be securely attached to the compartment threshold but will be easily replaceable in the event of damage. c. Drip rails – Drip rails will be provided over each compartment door. d. Shelves – An adjustable and removable compartment shelf will be provided for every 18 inches and each vertical storage compartment door opening. Shelving adjustments will require no more than common hand tools and will not require disassembly of fasteners. Shelves will support a minimum of 200 pounds without permanent deformation. Each shelf will be accessible to crew members standing on the ground or using a pull out and tip-down configuration. Each shelf will have drain holes located so as to allow for drainage of any water from the stowed equipment. e. Drainage mats – Each compartment floor and shelf will be covered with a removable black mat designed to allow for drainage of any water from the stowed equipment. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 14 of 31 III. SCBA Storage Tubes – A single compartment or tubes for storage of four SCBA bottles will be provided. If tubes are provided, two will be installed on each side of the vehicle. The tubes will be of sufficient size to accommodate the procuring agencies SCBA cylinders. IV. Ladders, Handrails, and Walkways – Ladder, stepping, standing, and walking surfaces will be in accordance with NFPA 414. Handrails will be provided in accordance with NFPA 414. The lowermost step(s) or ladder rungs will be no more than 22 inches (56 cm) above level ground when the vehicle is fully loaded. The lowermost steps may extend below the angle of approach or departure or ground clearance limits if they are designed to swing clear. The tread of the bottom steps must be at least 8 inches (20 cm) in width and succeeding steps at least 16 inches (40 cm) in width. The full width of all steps must have at least 6 inches (15 cm) of unobstructed toe room or depth when measured from, and perpendicular to, the front edge of the weight-bearing surface of the step. F. Agent System I. Agent (fire) pump – The vehicle will be equipped with a centrifugal pump capable of providing the performance specified herein as prescribed by NFPA 414. a. Agent system piping – All piping, couplings, and valves and associated components that come into contact with the agent will be in accordance with NFPA 414. b. Tank to pump connection – A check valve and shutoff valve will be provided in each tank to pump line. c. Piping, couplings, and valves – All agent system piping will conform to NFPA 141 criteria. d. Overheat protection – The agent system will be equipped with an overheat protection system in accordance with NFPA 414. Overheat protection is not required on vehicles utilizing a pre-mixed pressurized foam system. e. Pressure relief valves – The agent system will be equipped with pressure relief valves in accordance with NFPA 414. f. Drains – The agent system will be equipped with a drainage system in accordance with NFPA 414. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 15 of 31 II. Water tank – The vehicle will have a water tank with a manufacturer certified minimum capacity of at least 1500 gallons. a. Water tank construction – The water tank will be constructed of passivated stainless steel, polypropylene, or glass reinforced polyester (GRP) construction. All materials used will be capable of storing water, foam concentrate, and water/ARFF solutions. b. Water tank overhead fill cover and drain – The water tank will be equipped with a 20 inch fill tower. The tower will be designed to allow for video inspection of the water tank interior. The water tank will incorporate a drainage system in accordance with NFPA 414. c. Water tank overflow system and venting – The water tank will incorporate a venting system to relieve pressure on the tank during fill and discharge operations at maximum flow rates. It will have an overflow system to relieve excess fluid in the event of tank overfill. Drainage from the vent and overflow system will not flow over body panels or other vehicle components and will not be in the track of any of the tires. Tank vent hoses will be of the non-collapsible type. d. Water tank top fill opening – A top fill opening of not less than 8 inches internal diameter with a readily removable ¼ inch mesh strainer will be provided. The fill opening may be incorporated as part of the manhole cover and will be sized to accommodate a 2 ½ inch fill hose. e. Water tank fill connections – The water tank will incorporate National Hose thread connections and will be in accordance with NFPA 414. III. Foam system – (NOTE: The requirements of this section do not apply to pre-mixed pressurized foam systems). a. Foam concentrate tank – The foam concentrate tank will have a manufacturer certified working capacity sufficient for two tanks of water at the maximum tolerance specified in NFPA 414 Standard for Evaluating Aircraft Rescue and Firefighting Foam Equipment for 3 to 6 percent foam concentrate. i. Foam tank construction – The foam tank will be constructed of passivated stainless steel, polypropylene, or GRP construction. All materials used will be capable of storing foam concentrate. ii. Foam tank drain – The foam tank will incorporate a drain and drain valve. The valve will be on the left side of the vehicle and controlled by a crew member standing on the ground. The drain line will have a minimum 1 ½ inch I.D. The foam tank drain outlet will be located so that the contents of the tank can be drained into 5-gallon cans and 55-gallon drums. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 16 of 31 iii. Foam tank top fill trough – The foam tank will incorporate a top fill trough mounted in the top of the tank readily accessible to at least two crew members on top of the vehicle. The top fill trough will incorporate a cover, latch, ad sealed so as to prevent spillage under any operating condition. The top fill trough will be designed to allow two standard five-gallon foam concentrate containers to be emptied simultaneously. The top fill trough neck will extend sufficiently close to the bottom of the tank to reduce foaming to a minimum during the fill operation. The top fill trough will incorporate readily removable, rigidly constructed 10 mesh stainless steel, brass or polyethylene strainers. All components in and around the top fill trough will be constructed of materials that resist all forms of deterioration that could be caused by the foam concentrate or water. b. Foam tank fill connections – The foam tank will incorporate a 1.5 inch National Hose thread female hose connection on both sides of the vehicle to permit filling by an external transfer hose at flow rates up to 25-gpm. The connections will be provided with chained-on long handled plugs or rocker lug plugs. The top of the connections will be no higher than 48 inches above the ground and readily accessible. The fill lines will incorporate check valves and readily removable, rigidly constructed ¼ inch mesh strainers. All components in the foam tank fill system will be constructed of material that resist all forms of deterioration that could be caused by the foam concentrate or water. i. Foam tank vent and overflow system – The foam tank will incorporate a vent system to relieve pressure on the tank during fill and discharge operations at maximum flow rates and an overflow system to relieve excess liquid in the event of tank overfill. Drainage from the vent and overflow system will not flow over body panels or other vehicle components and will not be in front of or behind any of the tires. Tank vent hoses will be of the non- collapsible type. c. Foam transfer pump – A foam transfer pump will be provided and mounted in a compartment on the vehicle. The pump will be capable of transferring and drawing foam liquid concentrate at adjustable flow rates up to 25-gpm directly through the pump and loading connections. All materials and components that come in contact with the foam will be compatible with the foam concentrate. The pump and its plumbing will have provisions for flushing with water from the water tank. A suitable length of hose with DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 17 of 31 appropriate connections will be provided for filling the foam tank from an external foam storage container. d. Foam flushing system – The foam concentrate system will be designed in accordance with NFPA 414 so that the system can be readily flushed with clear water. e. Foam concentrate piping – All metallic surfaces of the piping and associated components that come into contact with the foam concentrate will be of brass, bronze, or passivated stainless steel. The foam concentrate piping will be in accordance with NFPA 414. IV. Foam proportioning system – The vehicle will have a foam proportioning system for Aqueous Film-Forming Foam (AFFF) (whether 3 or 6 percent foam concentrate) in accordance with NFPA 414. If a fixed orifice plate system is used, a plate will be provided for each percentage foam concentrate; the additional plate will be securely mounted in a protected location on the vehicle. A fire vehicle mechanic will be able to interchange the plates using common hand tools. V. Primary vehicle turret – The vehicle will be equipped with a standard roof-mounted turret, high reach extendable turret, and/or high flow bumper mounted turret to serve as the primary source of agent delivery, as specified below: a. The vehicle will be equipped with a high reach extendable turret (capable of penetrating the second level of the New Large Aircraft (NLA) class of aircraft. The NLA class aircraft are equivalent to the Airplane Design Group VI category. b. High reach extendable turret (HRET) – The high reach extendable turret must be in accordance with NFPA 414 and will have the vertical and horizontal reach necessary to service the highest placed engine of the aircraft being serviced. It will have a non-air-aspirating, constant flow, variable stream nozzle with dual flow rates for foam or water rated as specified in NFPA 414. The discharge pattern will be infinitely variable from straight stream to fully dispersed. The type of nozzle or turret drain will be per the manufacturer’s recommendation. The HRET will be controlled by one or two joysticks, each with a pistol grip handle, positioned for use by the driver and the crew member seated to the right of the driver (the turret operator). The cab design will provide clear visibility of the turret to both the driver and the turret operator with the turret in any position. i. Video camera and monitor – The HRET will be equipped with a remote video camera and a cab mounted monitor. The system will be a complete video system consisting of a single-color camera equipped with auto-focus and a cab-controlled zoom. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 18 of 31 The camera/lens assembly will be protected from the heat of the fire and from the same climatic extremes as the truck. A color video monitor with a minimum dimension of 10 inches (measured diagonally) will be positioned in the cab within view of both the driver’s and the turret operator’s seated positions. One monitor may be provided for both the FLIR and the camera with a switch to change between the FLIR and the camera. ii. Aircraft skin penetrator – The HRET will be equipped with an aircraft skin penetrator and agent application tool. The skin penetrator will be a minimum of 20 inches long, installed at the tip of the HRET, and connected to the water/AFFF agent discharge line. Agent application through the skin penetrator will be controlled from the cab. NOTE: If a high reach extendable turret is specified by the purchaser, a skin penetrating nozzle must be provided. The penetrating nozzle must be movable to allow for proper alignment of the penetrator to the aircraft fuselage for piercing operations. It must be capable of the minimum water/flow rate and pattern requirements of NFPA 414, tables 4.1.1© and 4.1.1(d). VI. Bumper turret – The vehicle will be equipped with a joystick controlled, constant flow, non-air-aspirating, variable stream type: low angle high volume dual rate (minimum 375/750 gpm) bumper turret. The bumper turret will be capable of discharging at a minimum flow rate of foam or water as specified by the user, with a pattern infinitely variable from straight stream to fully dispensed. The bumper turret will be capable of automatic oscillation, with the range of oscillation adjustable up to 90° each side of center (left and right) with vertical travel capabilities of +45°/-20° meeting section 4.20.2 in NFPA 414. VII. Preconnected handline(s) – Two 200 feet, 1¾ inch pre-connected woven jacket handline(s), with a 1½ inch control valve and a pistol grip nozzle, will be located on (or accessible from) each side of the vehicle. A safety system will be provided to prevent charging of a hose until the hose has been fully deployed. The handline(s) and nozzle(s) will be in accordance with NFPA 414 and will allow for a minimum of 95 gpm at 100 psi nozzle pressure. A control for charging each handline will be provided for operation by both the driver and the turret operator. a. In addition, the vehicle will be equipped with the following handline: 100 feet of twinned 1-inch dry chemical/foam-water hose on a reel. VIII. Structural firefighting capability – The vehicle will be equipped with an agent system structural control panel, on the left side of the vehicle, operable while standing on the ground. Structural panel activation will DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 19 of 31 be interlocked to operate only with the vehicle parking brakes set and the transmission in neutral position. Controls and instruments will be grouped by function. The control panel will be hinged or accessible from the rear for maintenance. Instruments will be lighted for night operation. a. The structural panel will include, as a minimum, the following: i. Panel activation switch, including the panel lights. ii. Engine tachometer iii. Engine oil pressure gauge with low pressure warning light. iv. Engine coolant temperature gauge with high temperature warning light. v. A liquid filled gauge, or digital indicator for pump suction, -30 inches Hg vacuum to 600 psi. vi. A liquid filled gauge, or digital indicator for pump pressure, 0 to 600 psi. vii. Am adjustable pump pressure using either an electronic pressure governor or manual control with a relief valve will be provided. viii. Foam or water selection. ix. Water and foam tank liquid level indicators located adjacent to the water and foam tank fills. b. The structural firefighting capability will also require installation of the following items: i. A priming pump and control (for drafting using the large intake connection). ii. Water tank isolation valve. iii. Discharge connections – Two 2½ inch discharge connections with male National Hose threads will be provided. One 2½ inch discharge will be provided on each side of the vehicle. Each connection will be equipped with a cap, a quarter-turn control valve, a bleeder valve, and a pressure gauge. Each connection will be rated at 250 gpm minimum. iv. Intake connections – The vehicle will be equipped with one valve 4 ½-inch intake connection on the left side. The vehicle will be equipped with two valves 2½ inch intake connections one on each side of the vehicle, with one being adjacent to the 4½ inch intake connection with both having either a 30° or 45° turn down fitting. The 4½-inch intake connection will have male National Hose threads, a quarter-turn control valve, a bleeder valve, a strainer, and a cap. The 2½ inch intake connection will have DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 20 of 31 rocker lug female National Hose threads, a quarter-turn control valve, a bleeder valve, a strainer, and a plug. The vehicle will be capable of filling its water tank by pumping from a draft, a hydrant, or a nurse truck through either of the intake connections without the use of a hose from a discharge connection to a tank fill connection. IX. Primary turret discharge nozzle – The vehicle will be equipped with a complementary agent discharge mounted parallel to the AFFF solution discharge on the primary turret mounted on the front bumper. G. Dry Chemical Agent System – The vehicle will be equipped with a 450- pound minimum capacity potassium bicarbonate dry chemical auxiliary agent system. The propellant gas cylinder will be replaceable within fifteen minutes by two crew members standing on the ground and be equipped with a cylinder replacement hoisting system. The propellant gas cylinder will be secured to withstand off-road operations. A pressure indicator will be visible to any person opening the tank fill cap. Blow-down piping will be directed beneath the vehicle. The dry chemical agent tank will include lifting rings and will have a nameplate indicating, as a minimum, the following: a. Extinguishing agent. b. Capacity c. Weight full. d. Weight empty e. Operating pressure f. Hydrostatic test date g. Type of agent required for re-servicing. I. Dry chemical hose reel – A hose reel, equipped with at least 100 feet of dry chemical hose, will be mounted in a compartment. Handline agent and purge controls will be mounted in or adjacent to the compartment. All electrical components will be sealed against entry of water. The hose reel will have both electric and manual rewind provisions. The manual rewind handle will be bracket mounted and stored in the compartment. A quick acting control will be provided to activate the handline from the cab of the vehicle. H. Electrical Systems and Warning Devices – The vehicle will have a 12-volt or 24-volt electrical and starting system in accordance with NFPA 414. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 21 of 31 I. Alternator – An appropriate charging system, in accordance with NFPA 414, will be provided. The minimum continuous electrical load will include operation of the air conditioning system. II. Batteries – Batteries will be the maintenance-free type; addition of water will not be required during normal service life. The battery cover and vent system will be designed to prevent electrolyte loss during service and to keep the top of the battery free from electrolyte. a. Battery compartment – The batteries will be enclosed in a weatherproof enclosure, cover, or compartment and be readily accessible. III. Battery charger or conditioner – The vehicle will have a DC taper type battery charger or an automatic battery conditioner, or voltage monitoring system, providing a minimum 12-amp output. The charger/conditioner will be permanently mounted on the vehicle in a properly ventilated, accessible location. The charger/conditioner will be powered from the electrical shoreline receptacle. A charging indicator will be installed next to the receptacle. When a battery conditioner is provided, the conditioner will monitor the battery state of charge and, as necessary, automatically charge or maintain the batteries without gassing, depleting fluid level, overheating, or overcharging. A slave receptacle will be provided at the rear or on either side of the vehicle cab. Battery jump studs may be installed on the exterior of the battery box in lieu of a slave receptacle. IV. Electromagnetic interference – The vehicle electrical system will be in accordance with SAE J551-2 for electromagnetic interference. V. Work lighting a. Cab interior lights – Cab interior light levels will be sufficient for reading maps or manuals. At least one red and one white cab interior dome light will be provided. b. Compartment lights – White lighting sufficient to provide an average minimum illumination of 1.0 footcandle will be provided in each compartment greater than 4.0 cubic feet and having an opening greater than 144 square inches. Where a shelf is provided, this illumination will be provided both above and below the shelf. All compartments will be provided with weatherproof lights that are switched to automatically illuminate when compartment doors are opened and the vehicle master switch is in the ‘on’ position. Light switches will be of the magnetic (non-mechanical) type. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 22 of 31 c. Ladder, step, walkway, and area lights – Non-glare white or amber lighting will be provided at ladders and access steps where personnel work or climb during night operations. In addition, ground lighting will be provided. Ground lights will be activated when the parking brake is set in accordance with AC 150-5220-10, Guide Specification for Aircraft Rescue and Fire Fighting (ARFF) Vehicles. These area lights will be controlled with three-way switches on the cab instrument panel and near the light sources. The switch located in the cab will be a master switch and must be turned on before auxiliary switches near the light sources are operational. d. Spot/Floodlights – Two spot/floodlights will be attached at the end of the primary turret or at the end of the HRET assembly. The lights will illuminate the area covered by the turret. Both lights will be controlled from switches in the cab. LED lights will be used. e. Flood lights – Two telescoping floodlights will be provided. One light will be mounted on the left and right sides of the vehicle. 250W LED lights will be used. Both lights will be mounted on extension tubes and controlled from switches in the cab and manually raised. To prevent these lights from accidental damage, the cab will be equipped with a visual warning signal to alert the driver if the lights are inadvertently left in the “up” position. f. Scene lights – A total of six high mounted floodlights will be provided to illuminate the work areas around the vehicle. Two lights will be mounted on the from and two will be mounted on each side of the vehicle. The lights will be powered by the vehicle alternator driven system or auxiliary generator, and the lights in the from will be controlled from switches in the cab. LED lights will be used. VI. Audible warning devices a. Siren – The vehicle will be equipped with an electronic siren system. The amplifier unit will include volume control and selection of “Radio”, “PA,” “Manual,” “Yelp,” “Wail, “and “Hi-Lo” (European) modes, and a magnetic noise cancelling microphone. The amplifier, microphone, and controls will be within reach of the driver and turret operator. The siren speaker will be rated at 100 watts minimum and will be located in a guarded position as low and as far forward on the vehicle as practical. b. Horn – Dual forward-facing air horns installed in protected locations near the front of the driver and the turret operator. VII. Emergency warning lights – All emergency warning lights must meet the requirements of AC 150/5210-5. Where applicable, LED lights will be used as the primary light type. Lighting units will be installed on the top front, DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 23 of 31 sides, and rear of the vehicle to provide 360° visibility. A switch will be provided on the instrument panel to control all of the top, side, front and rear emergency warning lights. A switch will also be provided on the instrument panel to disable all lower emergency warning lights when desired. All lighting systems will meet NFPA 414 emergency lighting criteria. a. Emergency warning light color – All emergency warning lights will meet the Requirements of AC 150/5210-5. b. Headlight flashing system – A high beam, alternating /flashing, headlight system will be provided. The headlight flasher will be separately switched from the Warning light panel. All emergency warning lights will meet the requirements Of AC 150/5210-5. VIII. Radio circuit – The vehicle will have three separate 30 amp circuits with breakers And connections provided in a space adjacent to the driver and turret operator for installation of radios and other communications equipment after the vehicle has been delivered. To facilitate the installation of the communications equipment the manufacturer will provide three antennas pre-installed on top of the cab. Radios are an airport responsibility and not part of this specification. IX. Power receptacles a. Primary power receptacles – The vehicle will have two duplex 15-amp 110-volt power receptacles, one installed adjacent to the cab door on each side of the vehicle. Each duplex receptacle will include one straight blade and one twist-lock connection. These outlets will be powered by the generator. b. Auxiliary power receptacles – The vehicle will have 2-12-volt auxiliary power receptacles mounted adjacent to the driver and crew member positions, preferably in the instrument panel. c. Cable reel – The vehicle will be equipped with an electrical cable reel, located within a compartment. The reel will be equipped with 200 feet of 20-amp, 600 volt, 90° insulated electrical cable. The electrical cable will be equipped with a rubber ball stop to prevent cable pull through during rewinding operations. A four-way roller guide will be provided on the cable reel to prevent chafing of cable insulation. The cable reel will have an electric rewind motor with provisions for manual rewind in the event of motor failure; the manual rewind handle will be securely stored near the cable reel. A portable weatherproof duplex outlet box, with built-in circuit breakers and DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 24 of 31 twist-lock receptacles, will be provided for on the cable end. The cable reel will be powered by the auxiliary generator. X. Auxiliary generator – A minimum 10 kilowatt (kW) (continuous rating), 120/240-volt, 60 hertz, diesel, hydraulic, or split shaft Power Takeoff (PTO) driven generator will be provided. I. Line Voltage Electrical System I. Electrical shoreline connection – The battery charger/conditioner will be powered from a covered, polarized, insulated, labeled, recessed (flush mounted), male, 110 volt AC auto-eject receptacle. The connection will be located on the exterior of the vehicle at the rear or on either side of the cab. A weatherproof charge meter will be installed next to the receptacle. A 15 amp rated, 110-120 volt, AC straight blade (non twist- lock) connector will be provided. J. Air Systems I. Air hose reel – An air hose reel will be provided in an enclosed compartment on the vehicle. The hose reel will be equipped with 200 feet of 3/8 inch I.D. hoseline. A 3/8 inch Nation Pipe Taper (NPT) fitting and female style quick disconnect will be connected to the end of the hoseline. A four-way roller guide will be provided for the hose reel to prevent hose chafing and kinking. The hoseline will be equipped with a rubber ball stop to prevent hose pull through on roller guides during rewinding operations. The hose reel will have an electric rewind motor and provisions for manual rewind in the event of motor failure; the manual rewind handle will be securely stored near the hose reel. A pressure protected air supply from the chassis air system will be connected to the hose reel. The air supply lines will be routed with minimum bends and located or guarded from damage from the carried equipment. K. Quality of Workmanship – The vehicle, including all parts and accessories, will be fabricated in a thoroughly workmanlike manner. Particular attention will be given to freedom from blemishes, burrs, defects, and sharp edges; accuracy of dimensions, radii of fillets, and marking of parts and assemblies; thoroughness of welding, brazing, soldering, riveting, and painting; alignment of parts; tightness of fasteners; etc. The vehicle will be thoroughly cleaned of all foreign matter. 1.4 Regulatory Requirements DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 25 of 31 A. Recoverable Materials – The Contractor is encouraged to use recovered materials to the maximum extent practicable, in accordance with Title 48: Federal Acquisition Regulations System, Part 2823 – Environment, Conservation, Occupational Safety, and Drug-free Workplace, Subpart 2823.4 Use of Recovered Material, 403 Policy and 404 Procedures. B. Green Procurement Program – Green Procurement Program (GPP) is a mandatory federal acquisition program that focuses on the purchase and use of acquisitions using appropriated funds, including services and new requirements. FAR 23.404(b) applies and states the GPP requires 100% of EPA designated product purchases that are included in the Comprehensive Procurement Guidelines list that contains recovered materials, unless the item cannot be acquired. a. Competitively within a reasonable timeframe b. Meet appropriate performance standards, or c. At a reasonable price. The prime Contractor is responsible for ensuring that all subcontractors comply with this requirement. Information of the FPP can be found at: http://www.dot.gov/ost/m60/DOT_policy_letters/apl8_04.pdf or FAR 23.404(b): http://www.acquisition.gov/far/current/html/Subpart%2023_4.html 1.5 Product Conformance Provisions A. Classification of Inspections – The inspection requirements specified herein are classified as follows: I. Performance inspection. II. Conformance inspection. B. Performance Inspection – The Contractor will provide or arrange for all test equipment , personnel, schedule, and facilities. C. Conformance inspection – The Contractor will provide or arrange for all test equipment, personnel, and facilities. D. Product conformance – The products provided will meet the performance characteristics of this PS, conform to the producer’s own drawings, specifications, standards, and quality assurance practices, and be the same product offered for sale in the commercial marketplace. The purchaser reserves the right to require proof of such conformance. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 26 of 31 E. Technical proposal – The Contractor will provide an itemized technical proposal that describes how the proposed model complies with each characteristic of the PS; a paragraph by paragraph response to the characteristics section of the PS will be provided. The Contractor will provide two copies of their commercial descriptive catalogs with their offer as supporting reference to the itemized technical proposal. The Contractor will identify all modifications made to their commercial model in order to comply with the requirement herein. The vehicle furnished will comply with the “commercial item” definition of FAR 2.101 as of the date of award. The purchaser reserves the right to require the Contractor to prove that their product complies with the referenced commerciality requirements and each conformance/performance characteristics of this PS. F. Inspection requirements I. General inspection requirements – Apparatus used in conjunction with the inspections specified herein will be laboratory precision type, calibrated at proper intervals to ensure laboratory accuracy. II. Test rejection criteria – Throughout all test specified herein, the vehicle will be closely observed for the following conditions, which will be cause for rejection: a. Failure to conform to design or performance requirements specified herein or in the Contractor’s technical proposal. b. Any spillage or leakage of any liquid, including fuel, coolant, lubricant, or hydraulic fluid, under any condition, except as allowed herein. c. Structural failure of any component, including permanent deformation, or evidence of impending failure. d. Evidence of excessive wear. e. Interference between the vehicle components or between the vehicle, the ground, and all required obstacles, with the exception of normal contact by the tires. f. Misalignment of components. g. Evidence of undesirable roadability characteristics, including instability in handling during cornering, braking, and while traversing all required terrain. h. Conditions that present a safety hazard to personnel during operation, servicing, or maintenance. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 27 of 31 i. Overheating of the engine, transmission, or any other vehicle component. j. Evidence of corrosion. k. Failure of the firefighting system and sub-systems. III. Detailed inspection requirements a. Examination of product – All component manufacturers’ certification, as well as the prototype and production/operational vehicle testing outlined in Table 1, will be examined to verify compliance with the requirements herein. Attention will be given to materials, workmanship, dimensions, surface finishes, protective coatings and sealants, and their application, welding, fastening, and markings. Proper operation of vehicle functions will be verified as defined by NFPA 414. The airport may accept a manufacturer or third party certification for any/all prototype and production/operational vehicle performed prior to delivery which proves that the vehicle meets the performance parameters of NFPA 414. Table 1. Vehicle Test Data NFPA 414 Paragraph Test Production Vehicle Operational Tests (NFPA 414 – Section 6.4 (6.4.1) Vehicle Testing. Side Slope (6.4.2) Weight/Weight Distribution (6.4.3) Acceleration. NOTE: With the medication that the instrumentation must be a GPS-based electronic data collection (6.4.4) Top Speed (6.4.5) Brake Operational Test (6.4.6) Air System / Air Compressor Test (6.4.7) Agent Discharge Pumping Test (6.4.8) Dual Pumping System Test (As Applicable) (6.4.9) Pump and Maneuver Test (6.4.10) Hydrostatic Pressure Test (6.4.11) Foam Concentration Test (6.4.12) Primary Turret Flow Rate Test (6.4.13) Piercing/Penetration Nozzle Testing (As Applicable) Prototype Vehicle Tests (NFPA 414 – Section 6.3) (6.3.1) Rated Water and Foam Tank Capacity Test (6.3.2) Cornering Stability. NOTE: With the modification that the evasive maneuver / double-lane change test must be conducted at 35 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 28 of 31 (6.3.3) Vehicle Dimensions (6.3.4) Driver Vision Measurement (6.3.5) Pump and Roll on a 40 Percent Grade (6.3.6) Electrical Charging System (6.3.7) Radio Suppression (6.3.8) Radio Suppression (6.3.9) Gradeability Test (6.3.10) Service/Emergency Brake Test (6.3.11) Service/Emergency Brake Grade Holding Test (6.3.12) Steering Control Test (6.3.13) Vehicle Clearance Circle Test (6.3.14) Agent Pump(s)/Tank Vent Discharge Test (6.3.15) Water Tank Fill and Overflow Test (6.3.16) Flushing System Test (6.3.17) Primary Turret Flow Rate Test (6.3.18) Primary Turret Pattern Test (6.3.19) Primary Turret Control Force Measurement (6.3.20) Primary Turret Articulation Test (6.3.21) Handline Nozzle Flow Rate Test (6.3.22) Handline Nozzle Pattern Test (6.3.23) Ground Sweep/Bumper Turret Flow Rate Test (6.3.24) Ground Sweep/Bumper Turret Pattern Control Test (6.3.25) Undertruck Nozzle Test (6.3.26) Foam Concentration/Foam Quality Test (6.3.27) Warning Siren Test (6.3.28) Propellant Gas (6.3.29) Pressure Regulation (6.3.30) AFFF Premix Piping and Valves (6.3.31) Pressurized Agent Purging and Venting (6.3.32) Complementary Agent Handline Flow Rate and Range (6.3.33) Dry Chemical Turret Flow Rate and Range (6.3.34) Cab Interior Noise Test 1.6 Packaging A. Preservation, packing, and marking will be as specified in the Procurement Specification, contract or delivery order. B. The vehicle must be delivered with full operational quantities of lubricants, brake and hydraulic fluids, and cooling system fluid all of which must be suitable for use in the temperature range expected at the airport. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 29 of 31 C. The vehicle must be delivered with one complete load of firefighting agents and propellants. One complete load is defined as all of the agents and propellants necessary for the vehicle to be fully operational. One load would include, at a minimum: one fill of a foam tank; one fill of a dry chemical tank (if applicable); one fill of a halogenated tank (if applicable); and one spare argon cylinder for a halogenated system (if applicable). Agents and propellants for required testing or training are not included. For the initial training period, water should be used in place of other extinguishing agents. The manufacturer may pre-ship agents and propellants to a receiving airport to reduce overall procurement costs. D. The vehicle manufacturer must provide initial adjustments to the vehicle for operational readiness and mount any ancillary appliances purchased through the vehicle manufacturer as part of the vehicle. 1.7 Training A. Upon delivery of the vehicle to the Airport, the manufacturer must, at no additional cost, provide the services of a qualified technician for five consecutive days (or up to 8 days for a high reach extendable turret) for training. This is considered sufficient time for the Airport to adjust shift work schedules to get maximum employee attendance to training sessions at some point during the training period. During this time, sufficient repetitive learning opportunities must be provided by the manufacturer to allow various shifts to complete the training requirements. B. The technician must provide thorough instruction in the use, operation, maintenance and testing of the vehicle. This setup must include operator training for the primary operators, which will give them sufficient knowledge to train other personnel in the functional use of all fire fighting and vehicle operating systems. Prior to leaving the vehicle, the technician must review the maintenance instructions with the Airport’s personnel to acquaint them with maintenance procedures as well as how to obtain support service for the vehicle. C. Training must include written operating instructions, electronic training aids (videos/power point), or other graphics that depict the step-by-step operation of the vehicle. Written instructions must include materials that can be used to train subsequent new operators. 1.8 Referenced Documents A. Source of documents. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 30 of 31 I. The CFR may be obtained from the Superintendent of Documents, U.S. Government Printing Office, Washington, DC 20402. Title 14, Code of Federal Regulations (CFR), Part 139, Certification of Airports (14 CFR Part 139). Section 139.315 Aircraft Rescue and Firefighting: Index Determination. Section 139.317 Aircraft Rescue and Firefighting: Equipment and Agents. Section 139.319 Aircraft Rescue and Firefighting: Operational Requirement. Title 49; Code of Federal Regulations (CFR), Part 393; Parts and Accessories Necessary for Safe Operation; Subpart C – Brakes. Title 49; Code of Federal Regulations (CFR), Part 571, Motor Carrier Vehicle Safety Standards, Part 209, Standard No. 209; Seat Belt Assemblies II. SAE documents may be obtained SAE, Inc., 400 Commonwealth Drive, Warrendale, PA 15096. III. National Fire Protection Association (NFPA): NFPA documents may be obtained from NFPA, Batterymarch Park, Quincy, MA 02269-9101. NFPA 412. Standard for Evaluating Aircraft Rescue and Fire-Fighting Foam Equipment (2009 Edition) NFPA 414, Standard for Aircraft Rescue and Fire Fighting Vehicles (2007 Edition) NFPA 1901, Standard for Automotive Fire Apparatus (2009 Edition) IV. Federal Aviation Administration (FAA): FAA ACs may be obtained from the FAA website: http://www.faa.gov/regulations_policies/advisory_circulars/ AC 150/5220-10, Guide Specification for Aircraft Rescue and Fire Fighting (ARFF) Vehicles AC 150/5210-5, Painting, Marking, and Lighting of Vehicles Used on an Airport FAA Orders, Specifications, and Drawings may be obtained from: Federal Aviation Administration, ATO-W CM-NAS Documentation, Control Center, 800 Independence Avenue, SW, Washington DC 20591/ Telephone: (202) 548-5256, FAX: (202) 548-5501 and website: DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 31 of 31 http://www.faa.gov/about/office_org/headquarters_offices/ato/servic e_units/techops/atc_facilities/cm/cm_documentation/ 1.9 Options The City has a number of option items that may be purchased as outlined on the pricing sheet. The items that may be selected include the following listed items. All selected items will be provided as specified below: A. Three under-truck nozzles with flow rates per NFPA 414. B. FAA approved vehicle integrated AFFF Testing System with in cab display for results. C. Aircraft Rescue Fire Fighting Equipment (Reference: AC 150/5210-148, 14 CFR Part 139.319. NFPA 403 Standard for Aircraft Rescue and Fire Fighting Services at Airports 2014 Edition; NFPA 1981, SCBA; NFPA 1936 Standard on Powered Rescue Tools. I. Two Truck mounted handheld LED lanterns. E-Flood Lifebox HL Streamlight II. Two Combination Hydrant and Spanner Wrench holder sets with vehicle mounted brackets III. One Halotran Clean Agent 15.5 lbs rated 2a:10B:c extinguisher with PAC Fastlok K5020 vehicle mounting bracket IV. One Purple KB:C 20 lb. rated 120B:C Potassium Bicarbonated Extinguisher with PAC Fastlok K5020 vehicle mounting bracket V. One K12FD fire rescue/cut off saw, 14” with diamond metal cutting blade and Fastlok vehicle mounting bracket VI. FAA Approved Mobile Cart mounted AFFF Testing System Cart 1.10 Warranty At a minimum, the manufacturer shall provide warranties on the base vehicle and major components as follows: A. The firefighting unit will be covered by a minimum of one-year warranty after delivery. B. The chassis and drive train must have a minimum of one-year warranty upon delivery. C. Exterior paint shall be warrantied based on one-year manufacturer’s warranty. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Attachment C: Insurance Agreement No insurance is required for this supply agreement; therefore, Section 5, Insurance is null and void. Page 1 of 1 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Page 1 of 1 Attachment D: Warranty Requirements At a minimum, the manufacturer shall provide warranties on the base vehicle and major components as follows: A. The firefighting unit will be covered by a minimum of one-year warranty after delivery. B. The chassis and drive train must have a minimum of one-year warranty upon delivery. C. Exterior paint shall be warrantied based on one-year manufacturer’s warranty. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA ATTACHMENT E: FEDERAL REQUIREMENTS DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS TABLE OF CONTENTS Section No. Title FR-A1 Access to Records and Reports FR-A2 Affirmative Action Requirement FR-A3 Breach of Contract FR-A4 Buy American Preference FR-A5 Civil Rights - General FR-A6 Civil Rights - Title VI Assurance FR-A7 Clean Air and Water Pollution Control FR-A8 Contract Workhours and Safety Standards Act Requirements FR-A9 Copeland “Anti-Kickback” Act FR-A10 Davis-Bacon Requirements FR-A11 Debarment and Suspension FR-A12 Disadvantaged Business Enterprise FR-A13 Distracted Driving FR-A14 Energy Conservation Requirements FR-A15 Equal Employment Opportunity DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Section No. Title FR-A16 Federal Fair Labor Standards Act (Federal Minimum Wage) FR-A17 Lobbying and Influencing Federal Employees FR-A18 Prohibition of Segregated Facilities FR-A19 Occupational Safety and Health Act of 1970 FR-A20 Procurement of Recovered Materials FR-A21 Right to Inventions FR-A22 Seismic Safety FR-A23 Termination of Contract FR-A24 Trade Restriction Certification FR-A25 Veteran’s Preference END OF TABLE OF CONTENTS DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A1 ACCESS TO RECORDS AND REPORTS The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the City, the Federal Aviation Administration, and the Comptroller General of the United States, or any of their duly authorized representatives, access to any books, documents, papers, and records of the Contractor which are directly pertinent to the specific Contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this Contract for a period of not less than three years after final payment is made and all pending matters are closed. Reference: 2 CFR § 200.333, 2 CFR § 200.336 & FAA Order 5100.38 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A2 AFFIRMATIVE ACTION REQUIREMENT NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A3 BREACH OF CONTRACT Any violation or breach of terms of this Contract on the part of the Contractor or its subcontractors may result in the suspension or termination of this Contract or such other action that may be necessary to enforce the rights of the parties of this agreement. City will provide Contractor written notice that describes the nature of the breach and corrective actions the Contractor must undertake in order to avoid termination of the Contract. City reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the City elects to terminate the Contract. The City’s notice will identify a specific date by which the Contractor must correct the breach. City may proceed with termination of the Contract if the Contractor fails to correct the breach by deadline indicated in the City’s notice. The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. Reference: 2 CFR § 200 Appendix II(A) DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A4 BUY AMERICAN PREFERENCE The Contractor agrees to comply with 49 USC § 50101, which provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP funded projects are produced in the United States, unless the FAA has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American Waivers Issued list. A bidder or offeror must complete and submit the Buy America certification included herein with their bid or offer. The City will reject as nonresponsive any bid or offer that does not include a completed Certificate of Buy American Compliance. Reference: 49 USC § 50101 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A5 CIVIL RIGHTS - GENERAL The contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the contractor and subtier contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. Reference: 49 USC § 47123 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A6 CIVIL RIGHTS - TITLE VI ASSURANCE Compliance with Nondiscrimination Requirements During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate either directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR, part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Nondiscrimination provisions of this contract, the City will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA a. Withholding of payments to the contractor under the contract until the contactor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with, litigation with a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Reference: 49 USC § 47123 and FAA Order 1400.11 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A7 CLEAN AIR AND WATER POLLUTION CONTROL Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). The Contractor agrees to report any violation to the City immediately upon discovery. The City assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Contractor must include this requirement in all subcontracts that exceed $150,000. Reference: 2 CFR § 200, Appendix II(G) DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A8 CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A9 COPELAND “ANTI-KICKBACK” ACT NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A10 DAVIS - BACON REQUIREMENTS NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A11 CERTIFICATION OF OFFEROR/BIDDER REGARDING DEBARMENT By submitting a bid/proposal under this solicitation, the Contractor certifies that neither it nor its principals is presently debarred or suspended by any Federal department or agency from participation in this transaction. The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction,” must verify each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: 1. Checking the System for Award Management at website: http://www.sam.gov 2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract. If the FAA later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant. Reference: 2 CFR part 180 (Subpart C), 2 CFR part 1200, DOT Order 4200.5 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A12 DISADVANTAGED BUSINESS ENTERPRISE Contract Assurance (§26.13) - The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as the recipient deems appropriate. Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives from the City. The prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City. This clause applies to both DBE and non- DBE subcontractors. Reference: 49 CFR part 26 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A13 TEXTING WHEN DRIVING In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 “Text Messaging While Driving” (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or sub-grant. In support of this initiative, the City encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. Reference: Executive Order 13513 and DOT Order 3902.10 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A14 ENERGY CONSERVATION REQUIREMENTS The Contractor and subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et seq). Reference: 2 CFR § 200, Appendix II(H) DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A15 EQUAL EMPLOYMENT OPPORTUNITY (E.E.O,) NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A16 FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Contractor has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. Reference: 29 U.S.C. § 201, et seq. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A17 CERTIFICATION REGARDING LOBBYING The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub- grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Reference: 31 U.S.C. § 1352 – Byrd Anti-Lobbying Amendment, 2 CFR part 200, Appendix II(J) and 49 CFR part 20, Appendix A DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A18 PROHIBITION OF SEGREGATED FACILITIES NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A19 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Contractor must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Contractor retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. Reference: 20 CFR part 1910 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A20 PROCUREMENT OF RECOVERED MATERIALS Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247. In the performance of this Contract and to the extent practicable, the Contractor and subcontractors are to use products containing the highest percentage of recovered materials for items designated by the Environmental Protection Agency (EPA) under 40 CFR Part 247 whenever: a) The contract requires procurement of $10,000 or more of a designated item during the fiscal year; or, b) The Contractor has procured $10,000 or more of a designated item using Federal funding during the previous fiscal year. The list of EPA-designated items is available at www.epa.gov/epawaste/conserve/tools/cpg/products/. Section 6002(c) establishes exceptions to the preference for recovery of EPA-designated products if the Contractor can demonstrate the item is: a) Not reasonably available within a timeframe providing for compliance with the contract performance schedule; b) Fails to meet reasonable contract performance requirements; or c) Is only available at an unreasonable price. Reference: 2 CFR § 200.322 and 40 CFR part 247 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A21 RIGHT TO INVENTIONS NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A22 SEISMIC SAFETY NOT APPLICABLE FOR THIS CONTRACT DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A23 TERMINATION OF CONTRACT Termination for Convenience (Construction & Equipment Contracts) The City may terminate this Contract in whole or in part at any time by providing written notice to the Contractor. Such action may be without cause and without prejudice to any other right or remedy of City. Upon receipt of a written notice of termination, except as explicitly directed by the City, the Contractor shall immediately proceed with the following obligations regardless of any delay in determining or adjusting amounts due under this clause: 1. Contractor must immediately discontinue work as specified in the written notice. 2. Terminate all subcontracts to the extent they relate to the work terminated under the notice. 3. Discontinue orders for materials and services except as directed by the written notice. 4. Deliver to the City all fabricated and partially fabricated parts, completed and partially completed work, supplies, equipment and materials acquired prior to termination of the work and as directed in the written notice. 5. Complete performance of the work not terminated by the notice. 6. Take action as directed by the City to protect and preserve property and work related to this Contract that City will take possession. City agrees to pay Contractor for: a) completed and acceptable work executed in accordance with the contract documents prior to the effective date of termination; b) documented expenses sustained prior to the effective date of termination in performing work and furnishing labor, materials, or equipment as required by the contract documents in connection with uncompleted work; c) reasonable and substantiated claims, costs and damages incurred in settlement of terminated contracts with Subcontractors and Suppliers; and d) reasonable and substantiated expenses to the Contractor directly attributable to City’s termination action. DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA City will not pay Contractor for loss of anticipated profits or revenue or other economic loss arising out of or resulting from the City’s termination action. The rights and remedies this clause provides are in addition to any other rights and remedies provided by law or under this Contract. Termination for Default (Equipment) The City may, by written notice of default to the Contractor, terminate all or part of this Contract if the Contractor: 1. Fails to commence the Work under the Contract within the time specified in the Notice- to Proceed; 2. Fails to make adequate progress as to endanger performance of this Contract in accordance with its terms; 3. Fails to make delivery of the equipment within the time specified in the Contract, including any City approved extensions; 4. Fails to comply with material provisions of the Contract; 5. Submits certifications made under the Contract and as part of their proposal that include false or fraudulent statements; or 6. Becomes insolvent or declares bankruptcy. If one or more of the stated events occur, the City will give notice in writing to the Contractor and Surety of its intent to terminate the Contract for cause. At the City’s discretion, the notice may allow the Contractor and Surety an opportunity to cure the breach or default. If within 10 days of the receipt of notice, the Contractor or Surety fails to remedy the breach or default to the satisfaction of the City, the City has authority to acquire equipment by other procurement action. The Contractor will be liable to the City for any excess costs the City incurs for acquiring such similar equipment. Payment for completed equipment delivered to and accepted by the City shall be at the Contract price. The City may withhold from amounts otherwise due the Contractor for such completed equipment such sum as the City determines to be necessary to protect the City against loss because of Contractor default. City will not terminate the Contractor's right to proceed with the Work under this clause if the delay in completing the work arises from unforeseeable causes beyond the control DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA and without the fault or negligence of the Contractor. Examples of such acceptable causes include: acts of God, acts of the City, acts of another Contractor in the performance of a contract with the City, and severe weather events that substantially exceed normal conditions for the location. If, after termination of the Contractor's right to proceed, the City determines that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the City issued the termination for the convenience the City. The rights and remedies of the City in this clause are in addition to any other rights and remedies provided by law or under this Contract. Reference: 2 CFR § 200 Appendix II(B), FAA Advisory Circular 150/5370-10, Section 80-09 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A24 TRADE RESTRICTION CERTIFICATION By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror – a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (U.S.T.R.); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the U.S.T.R; and c. has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. The Offeror/Contractor must provide immediate written notice to the City if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor: (1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. or (2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or (3) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a Contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in in all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the City cancellation of the Contract or subcontract for default at no cost to the City or the FAA. Reference: 49 USC § 50104 and 49 CFR part 30 DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA FEDERAL REQUIREMENTS: FR-A25 VETERAN’S PREFERENCE In the employment of labor (excluding executive, administrative, and supervisory positions), the Contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. Reference: 49 USC § 47112(c) DocuSign Envelope ID: 9016529E-8BC4-4366-BBC8-46F1F88BA3AA DATE: December 8, 2020 TO: Peter Zanoni, City Manager FROM: Gilbert Hernandez, Director of Municipal Court GilbertH@cctexas.com (361) 826-2540 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a three-year service agreement with Sec-Ops, Inc. in an amount not to exceed $653,952.00 for bailiffs and security guard services, effective upon issuance of a notice to proceed, with FY 2021 funding in an amount not to exceed $85,377.00 available in the General Fund, and $96,276.00 available in the Municipal Court Security Fund. SUMMARY: This is a motion authorizing a three-year service agreement for bailiff and security guard services for the Municipal Court. BACKGROUND AND FINDINGS: The current service agreement with Sec-Ops was executed on October 14, 2017 for a three-year period and an amount not to exceed $628,056.00. The proposed three-year agreement caps at $653,953.00, a difference of $25,896.00. Per the agreement, Sec-Ops is permitted to schedule 240 hours per week. If a guard or bailiff are off or the court is closed, hours are not billed. The Municipal Court has contracted bailiff and security guards since 2012, thereby reducing the need of having deputy marshals perform this function. Six contract security guards are required, three to work as bailiffs for courtrooms A, B, and C, and three to work as security guards. The security guards must screen all Municipal Court and Police Bailiffs and Security Guard Services for Municipal Court AGENDA MEMORANDUM Action Item for the City Council Meeting December 8, 2020 Department visitors by requiring them go through metal detectors and having their personal items scanned through the x-ray machine. Courtroom bailiffs assist and protect the judge, clerks, and jury throughout court proceedings. They also declare the entry of the judge, call dockets, and accompany jurors outside the courtroom to prevent contact with the public. The Contracts and Procurement Department conducted a competitive Request for Proposals process to obtain proposals from qualified firms to provide bailiff and security guard services. The City received five proposals and evaluated them against the published criteria. The evaluation committee included City staff from Municipal Court and the Police Department. The City considered two firms as finalists, interviews were conducted, and pricing was evaluated. Staff is recommending award to Sec-Ops, Inc as the highest scoring firm. ALTERNATIVES: Not approving the contract will require the Court to hire six additional deputy marshals to screen customers and perform bailiff services. The hiring of six deputy marshals for three years would be an estimated cost of $771,018 in salary and benefits, an increase of $117,066 compared to the proposed contract. The department currently does not have the space or revenue to house the additional staff. FISCAL IMPACT: The fiscal impact Municipal Court in FY 2021 is in an amount not to exceed $181,653.00 for year one of a three-year agreement, with the remaining cost to be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 1020 General Funds Organization/Activity: 10475 Muni-Ct City Marshalls Mission Element: 231 Dockets Records FineColl Wrts Project # (CIP Only): n/a Account: 530000 Professional Services Fund: 1035 MuniCt Security Organization/Activity: 10491 Muni Ct Bldg Security Rsv Mission Element: 231 Dockets Records FineColl Wrts Project # (CIP Only): n/a Account: 530000 Professional Services RECOMMENDATION: Staff recommends approval of this motion as presented. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Service Agreement Bailiffs and Security Guards Services for Municipal Court RFP No. 3159 Sr. Buyer: Minerva Alvarado Proposal Evaluation Sec Ops VSA Smith Arber Security Reconnaissance MINIMUM 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)48 47 47 38 28 Firms' Experience Team's Experience Understanding of Project Scope INTERVIEW (30 PTS)28 28 0 0 0 Firms' Experience Team's Identification Understanding of Project Scope PRICING (20 PTS)20 15 0 0 0 Total 96 90 47 38 28 Pass Pass Pass Pass Pass Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3159 Bailiff and Security Guard Services for Municipal Court THIS Bailiff and Security Guard Services for Municipal Court Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and Sec-Ops, Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Bailiff and Security Guard Services for Municipal Court in response to Request for Bid/Proposal No. 3159 (“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 Bailiff and Security Guard Services for Municipal Court (“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 $653,952.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form 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: Gilbert Hernandez Municipal Court 361-826-2540 GilbertH@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 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 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: Gilbert Hernandez Director of Municipal Court 120 N. Chaparral St., Corpus Christi, TX 78401 Phone: 361-826-2540 Fax: 361-826-2540 IF TO CONTRACTOR: Sec-Ops, Inc. Attn: Robert D. Lott CEO 5729 Leopard Street, Bldg. 8, Corpus Christi, TX 78408 Phone: 361-299-6767 Fax: 361-299-6769 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. 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 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 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. 3159 Exhibit 2: Contractor’s Bid/Proposal Response Page 1 of 8 Attachment A: Scope of Work 1.1 General Requirements A. The Bailiffs and Security Guards will be Security Officer Commissioned to carry a firearm, commissioned by the Service Contractor, and will carry a weapon while on duty at the Municipal Court. B. The Contractor is expected to ensure that all Bailiffs and Security Guards assigned to the Municipal Court possess a certified identification card. The Contractor must provide proof of Crime Policy/Employee Dishonesty Bond and deliver respective copies for all Bailiffs and Security Guards assigned to duty at the Municipal Court. Failure to provide this information prior to Bailiff and or Security Guard starting work will constitute a violation to this contract. Trainees must be commissioned to carry prior to starting their training and will only be allowed to be posted alongside a Security Guard for training purposes, and only after proper courtroom etiquette and security have been properly conveyed, will they be allowed to be posted alongside Bailiffs. C. The Bailiffs and Security Guards will conduct themselves in a professional, businesslike manner at all times; and adhere to the provisions as set forth in the Contractor’s Violence in the Workplace Policy and Alcohol and Drug Abuse Policy. The Contractor shall provide at least two passport size photographs of all Bailiffs and Security Guards assigned to work at the Municipal Court upon each designated Bailiff’s And Security Guards first day of assignment. Bailiffs, Security Guards, supervisors, and any employee of the Contractor shall be required to wear a photo identification card at all times. D. Coverage for all positions is expected at all times. The Contractor’s plan for handling scheduled and unscheduled absences must be documented and submitted to the Contract Administrator, prior to the execution of the contract. Additionally, plans for the on-going recruitment of qualified Bailiffs and Security Guards must be discussed, documented, and submitted to the Contract Administrator, prior to the execution of the contract. E. The Contractor must become familiar with the Municipal Court Emergency Procedures and provide Bailiffs and Security Guards knowledgeable of these procedures. F. The Municipal Court is a “Smoke Free” building, therefore, no smoking in any form is allowed by employees, contractors, vendors, visitors, or Page 2 of 8 anyone within the building including employees of the Contractor. The Bailiffs and Security Guards will enforce this ordinance at the Municipal Court. 1.2 Scope of Work A. Location – The services will be provided for the Corpus Christi Municipal Court located at 120 N. Chaparral Street, Corpus Christi, Nueces County, Texas 78401. B. Staff Requirements – A total of three Bailiffs and three Security Guards are required: 1. Two Security Guards are required for the check-in process at the first floor entrance of the Municipal Court by the x-ray security scanner and metal detectors. 2. One Security Guard is required for surveillance of the premises in the lobby areas, including the first floor main lobby area, courtroom lobby areas, and the collection and compliance lobby area. 3. One Bailiff is required for each of the three Courtrooms during courtroom proceedings. One of the Bailiffs shall be designated as the “Supervising Bailiff” and shall oversee the remaining Bailiffs and Security Guards, and all Contractor’s Bailiff and Security Guard responsibilities. Any and all changes to the above must be approved by the Contract Administrator, in advance. C. Hours of Operation –The Contractor will not schedule more than 240 hours per week for the three Bailiffs and three Security Guards. The Corpus Christi Municipal Court is open to the public Monday through Friday, during normal business hours (8:00 a.m. to 5:00 p.m.). The hours of operation are subject to change based on traffic and/or special events such as warrant roundups. The Contractor is required to have coverage during these hours of operation. D. Essential Duties and Responsibilities – The essential duties and responsibilities for the Bailiffs and Security Guards include, but are not limited to the following: Page 3 of 8 1. The Bailiffs will provide security and decorum to all courtrooms at the Municipal Court. 2. The Bailiffs will ensure that the courtrooms are open and prepared for court sessions. 3. The Bailiffs will adhere to courtroom decorum, while providing safety in the courtrooms, including responding to emergencies and taking necessary action. 4. The Bailiffs will assist the Judge in maintaining order in the courtroom and will provide instructions to spectators, jurors, and prospective jurors regarding their conduct in the courtroom. 5. The Bailiffs will assist the judges in administering courtroom procedure such as, but not limited to: a. Ensuring all parties and counsel involved in a case, are present before proceedings begin; b. Calling defendants’ names to determine failure to appear and calling witnesses to the stand; c. Escorting jurors to and from the jury box; and d. Attending to the needs of the jurors during deliberations 6. The Bailiffs will escort persons found in contempt of court from the Courtroom and hold them in custody until the person in custody is picked up by a City Marshall. 7. The Bailiffs may conduct appropriate follow-up activities with defendants, including taking fingerprints. 8. The Bailiffs and Security Guards will meet periodically regarding courthouse safety and security. 9. The Supervising Bailiff will ensure that all duties are performed and all rules and regulations followed by all the Contractors employees reporting for work at the Municipal Court. The Supervising Bailiff will meet with the other two Bailiffs and three Security Guards periodically and as needed, regarding safety and security policy and procedures and courtroom processes. The Supervising Bailiff will be available at all times to provide clarification to Bailiffs and Security Guards on security issues, matters of protocol, and to provide disciplinary actions for the Bailiffs and Security Guards on duty. Security Guards on security issues, matters of protocol, and to provide disciplinary actions for the Bailiffs and Security Guards on duty. Page 4 of 8 10. The Security Guards will monitor and operate the x-ray security scanner and metal detectors at the entrance of the Municipal Court building and survey the premises in the lobby areas. Including the first floor main lobby area, courtroom lobby areas, and the collection and compliance lobby area. All persons entering the Municipal Court must be processed through the x-ray security scanner and metal detectors. E. Reporting – The Contractor will prepare and have available the following reports: 1. Daily Log – this report will be a running summary of activities during each work shift. At a minimum, the following items will be noted by the Bailiffs and Security Guards and recorded in the daily log. a. Name and rank of Bailiff or Security Guard b. Time on duty and time off duty c. Area Bailiff or Security Guard is assigned to cover d. Acknowledgment that oncoming Bailiff and Security Guard has read and understands all special instruction for the Municipal Court e. Any violations of established security rules and any outstanding or significant incidents f. Any staff or patron complaints reported to Bailiff or Security Guard. 2. Incident Report – this report is a detailed accounting of accidents or incidents on Municipal Court premises. An incident report is to be promptly completed and provided to the Contract Administrator. Such a report will be completed, in full, by the Bailiff and/or Security Guard on duty at the time of the incident. Unreported incidents will be deemed a violation of the service provider contract and will be treated accordingly. 1.3 Uniforms, Equipment and Accessories A. The Contractor shall provide Bailiffs and Security Guards with uniforms and is responsible for ensuring that uniforms are kept neat, clean, and properly ironed when worn for duty at the Municipal Court. B. The Contractor shall provide Bailiffs and Security Guards with portable ultra-high frequency (UHF) radios and hand-held metal detectors. C. Except for those items expressly noted as provided by the City, the Contractor shall furnish all supplies and equipment required for the execution of the contracted services, including, but not limited to, alarm- Page 5 of 8 monitoring equipment, two two-way portable radios, cellular phones, and weapons. D. Contractor furnished equipment shall be subject to the inspection and approval of the Contract Administrator prior to being placed in service and during the term of this contract. 1.4 Training A. Per Chapter 158 Texas Government Code, the Contractor will provide court security certification issued by a training program approved by the Texas Commission on Law Enforcement for each Bailiff and Security Guard in the area of Courtroom Security and Bailiff Duties in the Courtroom. Contractors are encouraged to contact the Texas Municipal Court Education Center (TMCEC) for more information. B. All Bailiffs and Security Guards assigned to duty at the Municipal Court shall be trained and the Contractor shall provide periodic refresher training in the following areas: 1. Red Cross Certified First Aid procedures and resuscitation procedures including the use of cardio-pulmonary resuscitation (CPR) and the Heimlich maneuver. Proof of training for each assigned Bailiff and Security Guard must be submitted before the start of services. Proof that this certification is being kept current must be submitted to the Contract Administrator within 10 days of expiration. 2. Communication procedures including the use of portable two-way radio equipment and cellular telephones. 3. Police procedures in public relations, facility security, personal safety, emergency management, personal assaults, disorderly conduct, public intoxication, juvenile delinquency, patrolling and surveillance, and reporting techniques. 4. Writing and maintenance of daily reports of activities or problems at Municipal Court as well as accident or incident reports covering mishaps, unusual events, and the like. 5. Courtroom Bailiff and Building Security procedure training. 1.5 Drug Testing The Contractor must use a drug testing laboratory certified by the Federal Substance Abuse & Mental Health Services Administration of the United States Department of Health and Human Services and must follow United States Department of Transportation Procedures identified in 49 Code of Federal Regulation, Part 40. Moreover, chain-of-custody procedures will be Page 6 of 8 followed to account for the integrity of each specimen by tracking its handling and storage from point of specimen collection to final disposition of the specimen. Each specimen submitted for testing will be assayed for the presence of the following compounds: Drug Group EMIT Screen Detection Level ng/ml* GC/MS Confirmation Detection Level ng/ml* Amphetamines 1000 500 Barbiturates 300-1000** 200 Benzodiazepines 300 200 Cocaine Metabolites 300 150 Marijuana Metabolites 50 15 Methadone 300 200 Methaqualone 300 200 Opiate Metabolites 300 300 Phencyclidine 25 25 Propoxyphene 300 200 *Nanograms/milliliter **The limit of detection varies according to the specific drug and / or metabolites present. Contractor shall conduct drug testing prior to assignment and placement and will conduct random drug tests, in compliance this scope of work, on all Bailiffs and Security Guards assigned to duty. Contractor shall review all drug tests. Any employee of the Contractor failing a drug test shall not be assigned to duty. Contractor will provide the written results of any drug test within 24 hours of City’s request for same. 1.6 Background and Credit Investigation As a prerequisite to placement, the Contractor shall perform background and credit investigations on every Bailiff and Security Guard and furnish the results to the Contract Administrator, or designee, who will determine each prospective Bailiff and Security Guard eligibility for placement at the Municipal Court. For those prospective Bailiffs and Security Guards who have resided solely in the State of Texas for the ten years immediately preceding their placement at the Municipal Court, the Contractor need only conduct a State of Texas background check which shall consist of a search for criminal convictions at the state level and in those counties in which the prospective Bailiff and Security Guard has resided. All credit investigations shall be conducted on a national basis and shall reflect “Actual” credit history. For those prospective Bailiffs and Security Guards who have resided outside of the State of Texas at any time and for any duration during the ten years immediately preceding their placement at the Municipal Court, the Page 7 of 8 Contractor shall conduct a national background check which shall consist of a search of the following for criminal convictions: A. Federal records and records of the states and counties/parishes in which said prospective Bailiff, Bailiff or Security Guard Trainee, and Security Guard has resided in the last ten years immediately preceding placement with the Municipal Court. B. All background checks shall search for criminal convictions and Also- Known-As (AKA) Contractor’s failure to provide written proof, acceptable to the Contract Administrator, that the above-described background and credit checks were conducted for each Bailiff, Security Guard, and Back-up personnel prior to placement and are favorable for placement, shall result in the City deducting $500, for each such unauthorized placement from the invoice applicable to the month in which such unauthorized placement was/were made. 1.7 City Contract Administrator The City’s Contract Administrator is the Director of Municipal Court who shall approve all phases of performance and operations under this Contract, including authorization for payment. The Contract Administrator shall be the single point of contact for the Contractor for all matters. 1.8 Pre-Performance Conference Prior to commencing work under the Contract, the Contractor shall meet in conference with the Contract Administrator to develop mutual understandings, relative to this contract and to provide for a smooth assumption of duties. 1.9 Equipment provided by the City The City will provide the Contractor a walk-thru metal detector at the main entrance to the Municipal Court. Magnetic access cards for each Bailiff/Security Guard and one set of keys will be issued to the Contractor. If shall be the Contractor’s responsibility to ensure the keys are safeguarded and that the Municipal Court is secured at the end of each business day, at the time specified by the Contract Administrator. The Contractor will be liable for the re-keying, replacing, or otherwise altering of locks and security systems should these locks or systems become compromised as a result of Page 8 of 8 the Contractor’s negligence, including, but not limited to, the loss of keys or magnetic access cards. 1.10 Contractor furnished Supplies and Equipment The Contractor is responsible for taking action to protect City supplies and equipment and the personal property of its employees from loss, theft, damage, or tampering. The Bailiffs and Security Guards will take care not to allow any damage or destruction to the equipment furnished by the Municipal Court. The Bailiffs and Security Guards are to document any and all incidents to enable prompt and thorough reporting of any damage or destruction that may occur to equipment furnished by the Municipal Court. The Bailiff Supervisor must contact the Contract Administrator immediately upon determining that the equipment furnished by the Municipal Court has malfunctioned and/or is in need of repair. 1.11 Invoicing Instructions The Contractor’s invoices will be submitted to the City’s Account Payable Department within five working days following the end of each calendar month in which services are performed. On verification of the work performed and charges, the Contract Administrator will process the invoices for payment. 1.12 Holidays The City of Corpus Christi recognizes eight holidays which services will not be provided. These are New Year’s Day, Martin Luther King, Jr Day, Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving Day, the Friday after Thanksgiving Day, and Christmas Day. 1.13 Emergency Procedures The Contractor shall be thoroughly familiar with the Municipal Court Emergency Procedures which requires that for all security and medical emergencies, the Bailiff and or Security Guard on duty, shall immediately notify the Corpus Christi Police Department by calling 911, reporting the type of emergency and requesting the assistance required. Immediately after calling 911, the Bailiff and or Security Guard will notify the Contract Administrator. Under non-emergency circumstances, when police assistance is required, the Bailiff and Security Guard shall notify the Contract Administrator. It is the responsibility of the Contract Administrator to notify the Corpus Christi Police Department and request the necessary assistance. CITY OF CORPUS CHRISTI Pricing Form CONTRACTS AND PROCUREMENT DEPARTMENT RFP No. 3159 Bailiff and Security Guard Services for Municipal Court DATE: 20 July 2020 Sec-Ops, Inc. PROPOSER PAGE 1 OF 1 AUTHORIZED SIGNATURE 1.Refer to "Instructions to Proposers" and Contract Terms and Conditions before completingproposal. 2.Provide your best price for each item.3.In submitting this proposal, Proposer certifies that: a.the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b.Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c.Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. Item Description 3 Year Unit Unit Total Price Qty Price 1 Supervising Commissioned Municipal Bailiff 6,240 HR 17.95 $112,008.00 2 Commissioned Municipal Bailiffs 12,480 HR 17.55 $219,024.00 3 Commissioned Secuirty Guards 18,720 HR 17.25 $322,920.00 Total $653,952.00 INSURANCE REQUIREMENTS A. CONTRACTOR’S LIABILITY INSURANCE 1. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 2. Contractor must furnish to the City’s Risk Manager and Director of Municipal Court. two (2) copies 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, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence POLICE PROFESSIOAL LIABILITY $1,000,000 Per Occurrence WORKERS’S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer’s Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 3. 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. B. ADDITIONAL REQUIREMENTS 1. 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. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 2. 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. 3. 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 any change made by the Contractor or as requested by the City. Contractor shall pay any costs incurred resulting from said changes. 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 4. 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. 5. 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. 6. 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. 7. 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. 8. 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. 9. 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 Municipal Court - Bailiff and Security Guard Services 06/12/2020 Risk Management – Legal Dept. Attachment D: Warranty Requirements No warranty is required for this service; therefore, Section 8, Warranty, Subsection 8 (A) and 8 (B) is null and void. Page 1 of 1 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 8, 2020 DATE: October 9, 2020 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Kevin Norton, Director of Water Utilities kevinn@cctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement kimb2@cctexas.com (361) 826-3169 CAPTION: Motion awarding a construction contract to Vapor Industries, of Slippery Rock, Pennsylvania to dredge, dewater, remove, haul, and dispose of settled sediments and vegetation from surface water sources, treatment residuals, and the pre-sedimentation Basin at the O.N. Stevens Water Treatment Plant in an amount of $2,428,705.00, located in Council District 1, with FY 2021 funding available from the Water CIP Fund. SUMMARY: This motion approves a construction contract to dredge, dewater, remove, haul and dispose of approximately 33,500 dry tons of settled sediments and vegetation from surface water sources, treatment residuals, and the pre-sedimentation Basin at the O.N. Stevens Water Treatment Plan (ONSWTP). BACKGROUND AND FINDINGS: The pre-sedimentation basin is used to collect high solids/sediment from the raw water and prepares the water for treatment. The 120 million-gallon, pre-sedimentation basin located at the ONSWTP has accumulated a large amount of sediment and was last dredged over 20-years ago. Currently, the pre-sedimentation basin is at 55% of storage capacity and dredging is necessary to allow for the proper and effective treatment of the water. This project consists of dredging, removing, dewatering, hauling and disposing of the settled sediments, cattails, and other vegetation from the surface water sources and water treatment plant residuals to nearly empty the pre-sedimentation basin. The approximate quantity of settled sediments and treatment plant residuals to be removed is estimated to be 33,500 dry tons. There is also a low-level pump located Construction Contract Award O. N. Stevens Water Treatment Plant Pre-Sedimentation Basin Dredging at the pre-sedimentation basin that is used to pump water to the raw water junction box during periods of low water levels, that currently cannot be used due to the high accumulation of solids. The material that will be removed will be transported to the Cefe Valenzuela Landfill to be reused as daily cover material for the waste. This method allows for the repurposing of the sediment material rather than disposing of it. The Contractor will be responsible for conducting and providing documentation of trip tickets and paint filter tests (as applicable), moisture content test for a daily composite sample as well as all other regulatory test will be prepared for each truckload from the pre-sedimentation basin to the landfill. PROJECT TIMELINE: 2020 2021 2022 N D J F M A M J J A S O N D J F M Construction Projected Schedule reflects City Council award in November 2020 with anticipated construction completion in March 2022. COMPETITIVE SOLICITATION PROCESS: The Contracts and Procurement Department issued a Request for Bids for the pre-sedimentation dredging project. The solicitation contained one base bid and required the contractor to select a handling method; On September 9, 2020, the City received six bids. The evaluation committee and LNV, Inc., the design consultant for this project analyzed the bids in accordance with the contract documents and determined that Vapor Industries is the lowest responsive and responsible bidder. This is the first time the City will be working with Vapor Industries. Contractor Total Base Bid Handling Method 2 Vapor Industries $2,428,705.00 Type B Terrapure Environmental $4,529,235.00 Type A American Process Group $5,257,995.50 Type A Synagro of Texas-CDR, Inc. $6,269,372.00 Type A Denali Water Solutions LLC $12,851,000.00 Type B Kayden Industries 1 $141,698,809,135.00 Type B 1 Denotes error in bid 2 Type A Handling: Expedited Schedule with Contractor provided Dozer and Operator at the Landfill (Contract Duration: 360 Days); Type B Handling: Non-Expedited Schedule without Contractor provided Dozer and Operator at the Landfill (Contract Duration: 450 D ays) ALTERNATIVES: The alternative is not to award the construction contract to the low bidder. FISCAL IMPACT: The fiscal impact for FY 2021 is an amount of $2,428,705.00 with funding available from the Water CIP Fund. FUNDING DETAIL: The Capital Improvement Program (CIP) shows the project is planned for FY 2021. The project is ready to be implemented and the expenditures shown in the CIP are budgeted for in an amount of $6.79 million. The remaining funding will be used for other necessary construction improvements or the savings will be used for other project overages. Fund: Water 2020 CIP Fund (Fund 4099) Mission Elem: Water Distribution System (041) Project No.: ONSWTP Sedimentation Basin Improvements (18130A) Account: Construction (550910) Activity: 18130-A-4099-EXP Amount $2,428,705.00 RECOMMENDATION: Staff recommends awarding a construction contract to Vapor Industries to dredge, remove, dewater haul and dispose settled sediments and cattails from surface water sources and treatment residuals at the ONSWTP Pre-sedimentation Basin to Cefe Valenzuela Landfill in the amount of $2,428,705.00 with construction duration planned for 15 months from issuance of the Notice to Proceed to begin construction in December 2020. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Maps Bid Tabs Construction Contract CIP Page 37 77 37 37 37 77 181 37 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES O.N. STEVENS SEDIMENTATION BASIN IMPROVEMENTS PROJECT LOCATION LOCATION MAP NOT TO SCALE PROJECT LOCATION VICINITY MAP NOT TO SCALE PROJECT NUMBER: 18130A N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES O.N. STEVENS SEDIMENTATION BASIN IMPROVEMENTS Project Number: 18130AVICINITY MAP NOT TO SCALE PROJECT LOCATION IH-37 Leopard St.O.N STEVENS WATER TREATMENT PLANTIH-69SEDIMENTAT I O N P L A N T B A S I N 2 SEDIMENTATI O N P L A N T B A S I N 1 PRE- S E DI M E N T A TI O N B A SI N CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT DEPARTMENT ONSWTP Pre-Sedimentation Basin Dredging PROJ. NO. 18130A CONTRACT NO. 3197 Project Specifications and Drawings available at: Y:\00 LEGISTAR CONST PLANS SPECS\Item No 20 0952 ONS Pre Sed Basin Dredging Agreement 00 52 23 - 1 ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A Rev 8/2019 00 52 23 AGREEMENT This Agreement is between the City of Corpus Christi (Owner) and Bowen & Kron Enterprises, Inc./ Vapor Industries LLC, Joint Venture (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: ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A (Contract #3197) ARTICLE 2 – DESIGNER AND OWNER’S AUTHORIZED REPRESENTATIVE 2.01 The Project has been designed by: LNV, LLC. 801 Navigation Blvd., Suite 300 Corpus Christi, Texas, 78408 LoganB@LNVinc.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 as per Base Bid No.1 is required to be substantially completed within 420 days after the date when the Contract Times commence to run as provided in the Notice to Proceed and is to be completed and ready for final payment in accordance with Paragraph DocuSign Envelope ID: 3C42AA8F-2DB3-44AC-8F8D-23B565FCC1D8 Agreement 00 52 23 - 2 ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A Rev 8/2019 17.16 of the General Conditions within 450 days after the date when the Contract Times commence to run. B. If Base Bid No.2 is awarded, then the work is required to be substantially completed within 330 days after the date when the Contract Times commence to run as provided in the Notice to Proceed and is to be completed and ready for final payment in accordance with Paragraph 17.16 of the General Conditions within 360 days after the date when the Contract Times commence to run. C. If the quantity of solids exceeds the specified 33,500 DT then additional 10 calendar days/per 800 DT will be added to the contract duration. D. Performance of the Work is required as shown in Paragraph 7.02 of the General Conditions. E. 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 $500 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 $500 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. Milestone No.1: Contractor agrees to pay Owner liquidated damages $250 for each day that expires after the time to achieve Milestone No.1 as stipulated in SECTION 01 35 00 SPECIAL PROCEDURES. and may result in proceedings by the Owner to terminate the Agreement. 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. DocuSign Envelope ID: 3C42AA8F-2DB3-44AC-8F8D-23B565FCC1D8 Agreement 00 52 23 - 3 ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A Rev 8/2019 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 $ 2,428,705.00 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. DocuSign Envelope ID: 3C42AA8F-2DB3-44AC-8F8D-23B565FCC1D8 Agreement 00 52 23 - 4 ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A Rev 8/2019 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. 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 DocuSign Envelope ID: 3C42AA8F-2DB3-44AC-8F8D-23B565FCC1D8 Agreement 00 52 23 - 5 ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A Rev 8/2019 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 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 Contractors response, which are incorporated by reference. 5. Addenda, which are incorporated by reference. DocuSign Envelope ID: 3C42AA8F-2DB3-44AC-8F8D-23B565FCC1D8 Agreement 00 52 23 - 6 ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A Rev 8/2019 6. Documentation required by the Contract Documents and submitted by Contractor prior to Notice to 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. DocuSign Envelope ID: 3C42AA8F-2DB3-44AC-8F8D-23B565FCC1D8 Agreement 00 52 23 - 7 ONS WTP Pre-sedimentation Basin Dredging Project No. 18130A Rev 8/2019 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 Bowen & Kron Enterprises, Inc./ Vapor Industries LLC, Joint Venture (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: By: Title: 9315 Pulaski Highway / 560 Branchton Rd Address Baltimore, MD 21220 / Slippery Rock, PA 16057 City State Zip 844/211-5230 Phone Fax Devin@Vapor-Industries.com EricBBowen@yahoo.com EMail END OF SECTION DocuSign Envelope ID: 3C42AA8F-2DB3-44AC-8F8D-23B565FCC1D8 President Vapor Industries Vice President BID TOTALS BASE BID Total Part A - GENERAL (per SECTION 01 29 01 MEASUREMENT AND BASIS FOR PAYMENT)$195,000.00 PART B - DEWATERING (per SECTION 01 29 01 MEASUREMENT AND BASIS FOR PAYMENT)$2,233,705.00 Total $2,428,705.00 Part A - GENERAL (per SECTION 01 29 01 MEASUREMENT AND BASIS FOR PAYMENT) No.Description Unit Qty Unit Price Ext Price A1 Mobilization, Not to Exceed 7.5% of total Bid, Complete in Place per Lump Sum. LS 1 $170,000.00 $170,000.00 A2 Bonds and Insurance AL 1 $25,000.00 $25,000.00 Subtotal: $195,000.00 PART B - DEWATERING (per SECTION 01 29 01 MEASUREMENT AND BASIS FOR PAYMENT) No.Description Unit Qty Unit Price Ext Price CIVCAST RFB 3197 ONSWTP Pre-Sedimentation Basin Dredging Report Created On: 9/9/20 7:34:13 PM B1 Dredge, Dewater and Haul settled sediments from surface water sources and treatment residuals from Pre- sedimentation Basin to Cefe Valenzuela Landfill including all work and materials considered subsidiary to this bid item as per specifications, Complete in Place per Dry Ton. The handling at the landfill could be accomplished by Type A or Type B as specified. Type A Handling (Expedited Schedule with Dozer and Operator): The Contractor is required to Supplement Cefe Valenzuela Landfill Operations with Bulldozer and Operator as per section 46 76 11. The Contractor is limited to 40 truckloads/day and hauling hours at the landifll are limited to M-F 6:00 am to 5:30 pm. OR Type B Handling (Non-Expedited Schedule):The Contractor is not required to Supplement Cefe Valenzuela Landfill Operations with Bulldozer and Operator. The Contractor is limited to 25 truckloads/day and hauling hours at the landfill are limited to M-F 8:00 am to 4:30 pm. DT 33500 $56.23 $1,883,705.00 B2 Removal, hauling and disposal of cattails and other aquatic vegetation from Pre- sedimentation Basin, as shown on plans and as necessary to perform the required dredging, per section 46 76 11, Complete in Place per Lump Sum. LS 1 $350,000.00 $350,000.00 Subtotal: $2,233,705.00 CIVCAST RFB 3197 ONSWTP Pre-Sedimentation Basin Dredging Report Created On: 9/9/20 7:34:13 PM 8 BID DATE: Wed., September 9, 2020 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT A1 Mobilization, Not to Exceed 7.5% of total Bid, Complete in Place per Lump Sum.LS 1 170,000.00$ 170,000.00$ 239,235.00$ 239,235.00$ 233,621.00$ 233,621.00$ 285,000.00$ 285,000.00$ 500,000.00$ 500,000.00$ 210,000.00$ 210,000.00$ A2 BONDS & INSURANCE AL 1 25,000.00$ 25,000.00$ 45,000.00$ 45,000.00$ 43,642.50$ 43,642.50$ 105,000.00$ 105,000.00$ 275,000.00$ 275,000.00$ 75,000.00$ 75,000.00$ 195,000.00$ 284,235.00$ 277,263.50$ 390,000.00$ 775,000.00$ 285,000.00$ B1 Dredge, Dewater and Haul settled sediments from surface water sources and treatment residuals from Pre-sedimentation Basin to Cefe Valenzuela Landfill including all work and materials considered subsidiary to this bid item as per specifications, Complete in Place per Dry Ton. The handling at the landfill could be accomplished by Type A or Type B as specified. Type A Handling (Expedited Schedule with Dozer and Operator): The Contractor is required to Supplement Cefe Valenzuela Landfill Operations with Bulldozer and Operator as per section 46 76 11. The Contractor is limited to 40 truckloads/day and hauling hours at the landifll are limited to M-F 6:00 am to 5:30 pm. OR Type B Handling (Non-Expedited Schedule):The Contractor is not required to Supplement Cefe Valenzuela Landfill Operations with Bulldozer and Operator. The Contractor is limited to 25 truckloads/day and hauling hours at the landfill are limited to M-F 8:00 am to 4:30 pm.DT 33500 56.23$ 1,883,705.00$ 126.00$ 4,221,000.00$ 147.42$ 4,938,570.00$ 175.00$ 5,862,500.00$ 356.00$ 11,926,000.00$ 4,229,806.00$ 141,698,501,000.00$ B2 Removal, hauling and disposal of cattails and other aquatic vegetation from Pre-sedimentation Basin, as shown on plans and as necessary to perform the required dredging, per section 46 76 11, Complete in Place per Lump Sum.LS 1 350,000.00$ 350,000.00$ 24,000.00$ 24,000.00$ 42,162.00$ 42,162.00$ 16,872.00$ 16,872.00$ 150,000.00$ 150,000.00$ 23,135.00$ 23,135.00$ 2,233,705.00$ 4,245,000.00$ 4,980,732.00$ 5,879,372.00$ 12,076,000.00$ 141,698,524,135.00$ 2,428,705.00$ 4,529,235.00$ 5,257,995.50$ 6,269,372.00$ 12,851,000.00$ 141,698,809,135.00$ 734 Conroe Park North Dr SUBTOTAL PART A - GENERAL PART B - DEWATERING Conroe, TX 77303 PART A - GENERAL RFB 3197 320 Woodward Ave Tonawanda, NY 14217 1201 Pacific Ave Tacoma, WA 98402 435 Williams Court, Ste 100 Bid submittal deemed non-responsive due to bidder error in filling out the bid form Baltimore, MD 21220 3308 Bernice Ave Russellville, AR 72801 TABULATION OF BIDS CITY OF CORPUS CHRISTI, TEXAS - CONTRACTS AND PROCUREMENT DEPT. ONSWTP PRE-SEDIMENTATION BASIN DREDGING Bowen & Kron Enterprises / Vapor Industries, Joint Venture 560 Branchton Rd Slipperty Rock, PA 19057 Denali Water Solutions LLC Kayden Industries Terrapure Environmental (Environmental Solutions American Process Group Synagro of Texas-CDR, Inc SUBTOTAL PART B - DEWATERING TOTAL BASE BID - (PARTS A THRU B) PROJECT 18130A Page 1 of 1 Type B Handling Type A Handling Type B Handling Type A Handling Type A Handling Type B Handling Capital Improvement Plan City of Corpus Christi, Texas 2019 2023 thru Description The existing Trac-Vac solids collector system at ONSWTP Plant 1 primary sedimentation basin is obsolete and has exceeded its useful design life. The existing system has a constant maintenance problem for plant operations and often fails due to lost suction or hanging up in the solids blanket. As a result, it is inefficient and ineffective at removing solids from the basins. Accumulation of solids impacts the plant's ability to reliably treat water. This project will conduct a preliminary design to determine alternatives and best option for replacing the existing system, develop detailed design and construction documents, and provide construction phase services. This project will also address one-time removal and disposal of accumulated sludge and existing vegetation in ONSWTP process lagoons. Project #18130 Justification Consistency with the Comprehensive Plan: Policy Statements pp. 48: 1,3 & 6; pp. 55-57; Water Master Plan Budget Impact/Other There is no projected operational impact with this project at this time. A reassessment will be done upon completion of project to determine on- going or maintenance costs. Useful Life 40 years Project Name ONSWTP Sedimentaiton Basin Improvements Category Water Treatment Type Improvement/Additions Department Water Department Status Active Total2019 2020 2021 2022 2023Expenditures 10,780,0006,790,000 3,990,000Construction/Rehab 200,000100,000 100,000Inspection 1,332,388862,388 460,000 10,000Design 490,00050,000 290,000 150,000Contingency 912,388 7,640,000 4,250,000 12,802,388Total Total2019 2020 2021 2022 2023Funding Sources 2,990,0002,990,000PAYGO 9,812,388912,388 4,650,000 4,250,000Revenue Bonds 912,388 7,640,000 4,250,000 12,802,388Total Contact Director of Water Utilities Priority 1 Critical-Health & Safety 296 DATE: November 25, 2020 TO: Peter Zanoni, City Manager THRU: Mike Rodriguez, Chief of Staff michaelrod@cctexas.com (361) 826-3732 FROM: Jeff H. Edmonds, P.E., Director of Engineering Services jeffeye@cctexas.com (361) 826-3851 Kevin Norton, Director of Water Utilities kevinn@cctexas.com (361) 826-1874 CAPTION: Motion authorizing the renewal of easement rights across Laguna Madre with the Texas General Land Office for a 24-inch waterline supplying Padre Island, located in Council District 4, for a term of 10 years, at a total cost in an amount not to exceed $78,326.90, with FY 2021 funding available from the Water Fund. SUMMARY: This motion renews the existing easement rights for a term of 10 years for the City’s 24- inch waterline crossing the Laguna Madre to supply the Laguna Madre Crossing located on Padre Island at Sand Dollar Avenue. BACKGROUND AND FINDINGS: Per Texas policy, the Laguna Madre is considered state submerged land and any construction therein requires an easement from the state. Those easements are administered by the Texas General Land Office. In 1981, the City of Corpus Christi constructed a 24-inch diameter waterline across the Laguna Madre as shown on in Exhibit A of the attachment. The waterline transports water from the pumping/storage plant on Holly Road to the pumping/storage plant on Padre Island located at Sand Dollar Avenue. Renewal of a Waterline Easement from the General Land Office AGENDA MEMORANDUM Action Item for the City Council Meeting of December 8, 2020 At the time on construction, the GLO conveyed a 30-foot wide easement to the City for the construction of the waterline at an initial cost of $3,225.00 annually for a 10-year term. The length of the easement is 1,130.09 rods or3.15 miles. The easement has been renewed every ten years since 1981 making this the f ifth such renewal. The cost of the last renewal was $67,025.90. The GLO has recently updated their fee schedule and increased various easement costs. The waterline easement (ME800236) is up for renewal at a total cost of $78,326.90 for another 10-year period. The total cost includes an amount of $77,976.90 for the lease payment and a $350.00 application fee. ALTERNATIVES: The waterline is critical for supply to Padre Island and to Port Aransas. Not renewing the lease would require the removal of the waterline. FISCAL IMPACT: The fiscal impact in FY2021 is an amount not to exceed $78,326.90 with funding available from the Water Fund. Funding Detail: Fund: 4010 Water Fund Organization/Activity: 30000 Water Administration Mission Element: 041 Distribute Water Project # (CIP Only): N/A Account: 530180 Non-Capital Lease Payments RECOMMENDATION: City staff recommends approval of the Ordinance and Easement with the Texas General Land Office as presented. LIST OF SUPPORTING DOCUMENTS: Miscellaneous Easement ME800236 ME800236 CustomerID: C000000881 jburroug MELtr3_EmailedCnt_011615 October 28, 2020 Eusebio (Sonny) Garza City of Corpus Christi PO Box 9277 Corpus Christi, TX 78469-9277 Re: Miscellaneous Easement No.ME800236 Nueces County, Texas Dear Mr. Garza: Attached is the contract for the above referenced project. A consideration of $77,976.90 has been assessed. Please print the contract, sign before a notary public and return the contract, along with a check in the amount of $78,326.90, made payable to the General Land Office (GLO), to the attention of Leasing Operations, to the address below within twenty (20) days of receipt of this letter. This figure represents the 10 year land-use fee, the required $350.00 application fee, and the surface damages if applicable. Please return a copy of the enclosed invoice with your signed contract and payment. This will ensure that the payment is properly credited to your account. When the contract is received and executed by the GLO one original will be returned to you for recording and one retained for our files. Submission of the signed and notarized contract to the GLO will constitute City of Corpus Christi's acceptance of all contract provisions. Please note all Special Conditions and requirements stated in the contract. If you have any questions, please email me at Jeff.Burroughs@glo.texas.gov or call me at (512) 463- 7845. Sincerely, Jeff Burroughs Leasing Operations Enclosures USE THIS STATEMENT, AS THE FIRST PAGE, WHEN RETURNING THE SIGNED CONTRACT Invoice for Account C000000881 Texas General Land Office - George P. Bush, Commissioner PO Box 12873 - Austin, TX 78711-2873 Customer Service (800) 998-4456 8:00am – 5:00pm Monday – Friday Customer Information Statement date: October 28, 2020 City of Corpus Christi Activity Description PO Box 9277 Pipeline-Water Corpus Christi, TX 78469-9277 Invoice Summary Contract Term: Effective Date 06/01/2020 - Expiration Date 05/31/2030 Total Consideration Payment: $77,976.90 Amount Due Invoice Date Due Date Lease Number Description Amount October 28, 2020 November 17, 2020 ME800236 AUS50683 Fee $350.00 October 28, 2020 November 17, 2020 ME800236 AUS50683 Rental Payment $77,976.90 Total Due $78,326.90 Preparer: jburroug CustomerID: C000000881 ME800236 1 CustomerID:C000000881 jburroug ME PL PSF_011615 The State of Texas Austin, Texas MISCELLANEOUS EASEMENT (PIPELINES) ME800236 STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § This Miscellaneous Easement (the “Agreement”), ME800236, is granted by virtue of the authority granted in Section 51.291, et seq., TEX. NAT. RES. CODE, 31 TEX. ADMIN. CODE §13.12, et seq., and all other applicable statutes and rules, as the same exist on the date hereof or as they may be amended from time to time. ARTICLE I. PARTIES 1.01. In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the STATE OF TEXAS, acting by and through the Commissioner of the General Land Office, on behalf of the Permanent School Fund, (the “GRANTOR”), hereby grants to City of Corpus Christi, a Texas municipality, whose address is PO Box 9277, Corpus Christi, TX 78469-9277, phone number (361) 826-3515, (the “Grantee”), a non-exclusive easement for the purposes identified in Article V. ARTICLE II. PREMISES 2.01. The easement is located across Permanent School Fund land in Nueces County, Texas, described as follows: Laguna Madre, State Tract Numbers 16, 17, 28, 29, 44, 51, 61 and the easement is a right-of-way 1,130.1 rods long and 30 feet wide, being 15 feet either side of a centerline formed by the Improvements (as hereinafter defined), as constructed (the “Premises”). In addition, if repair and/or replacement of the pipeline is necessary, for a period not to exceed 60 days, Grantee shall again be granted additional easement width which shall be 100 feet wide being 50 feet either side of the centerline. The Premises are further described or depicted on the Vicinity Map attached hereto as Exhibit A and the Survey Plat attached hereto as Exhibit B, collectively incorporated by reference for descriptive purposes. 2.02. Grantee acknowledges and agrees that when the Improvements (as hereinafter defined) are placed on the Premises, the location of such Improvements within the easement shall thereby become fixed at such location and shall not be changed except by an amendment to this Agreement signed by both parties hereto and subject to any approval by any other governmental agency with jurisdiction over same. 2.03. GRANTEE HAS INSPECTED THE PHYSICAL AND TOPOGRAPHIC CONDITION OF THE PREMISES AND ACCEPTS THE SAME "AS IS", IN ITS EXISTING PHYSICAL AND TOPOGRAPHIC CONDITION. THE GRANTOR DISCLAIMS ANY DATE: November 17, 2020 TO: Peter Zanoni, City Manager FROM: Richard Martinez, Director of Public Works RichardM5@cctexas.com (361) 826-3419 CAPTION: Resolution approving the remaining three years of the five-year Infrastructure Management Plan, including FY 2023, FY 2024 and FY 2025, as proposed by the Public Works Department that includes a list of neighborhood, arterial, and collector streets for street maintenance work to be completed as the City’s Street Maintenance Program. SUMMARY: This resolution approves the remaining three years of the proposed five-year Infrastructure Management Plan (IMP). The three years include FY 2023, FY 2024 and FY 2025. The first two years of the IMP, FY 2021 and FY 2022, were previously approved by City Council on October 27, 2020. The IMP is a framework for the completion of a planned annual preventative maintenance and reconstruction program for Citywide street projects. The IMP creates a structured planning mechanism for the completion of an infrastructure maintenance program, improves utility repair/replacement coordination, provides greater transparency with residents, and build public trust. BACKGROUND AND FINDINGS: The IMP provides the City of Corpus Christi a five -year structured program schedule, potential for additional multiple year contract awards and improved utility coordination. Council approved first two-years (FY 2021 and FY 2022) of the IMP on October 27, 2020 and are considered to be complete in the planning process, while the subsequent three-years (FY 2023, FY 2024 and FY 2025) are considered to be on a rolling list that is utilized for planning purposes. The IMP includes the project programming for the Street Preventative Maintenance Program, Residential Rebuild Program, In House Paving Operations, and Concrete Street Maintenance. The IMP will not impact Bond programs as they will continue to be evaluated through the existing process. Resolution Approving Remaining Three-Year Infrastructure Management Plan for Public Works Street Maintenance Planning AGENDA MEMORANDUM Action Item for the City Council Meeting of December 8, 2020 Future IMP’s will be adopted annually by City Council through the City’s annual budget process and appropriate funds for only the upcoming fiscal year. After the initial year, Council will be presented with the additional year that leads into the five-year IMP as well as any amendments for the remaining years of the five-year program. The goal of the IMP prioritizes projects based on the following factors including (but not limited to): o a street’s Pavement Condition Index (PCI) score o the average PCI of streets in each council district in relation to the street network’s average PCI score o public and stakeholder input o utility work schedules and funding availability o existing capital project schedules o rough proportionality Upon adoption of the City’s annual budget, the IMP will be updated on the City’s website. The adopted IMP amendment process will be through the filing of authorizing concurrence memos. All authorizing concurrence memos filed throughout the year will be included in the annual budget closing ordinance. Adoption of the ordinance including the concurrence memo will amend the IMP. In order for a concurrence memo to be authorized for a specific purpose, the memo must be approved and signed off by the Councilm ember representing the district in which the planned project is located. For streets that border two council districts, bordering district councilmembers authorization is needed. All concurrence memos will be brought to City Council for final approval. Reasons for potential amendments to adopted IMP programs may include coordination with utilities, economic development projects, bond programs, planned maintenance application that is not appropriate for actual maintenance needed, and/or response to unforeseen conditions like inclement weather and citywide emergencies. ALTERNATIVES: An alternative would be to not approve this plan and continue planning work on an annual as needed basis. This would result in a delay in construction work related to street maintenance; therefore, creating a loss of productivity. FISCAL IMPACT: This item does not appropriate funding for the FY 2023-2025 IMP. All funding for each FY is estimated based on projected revenues. Currently, each FY estimates approximately $27,386,685 for each planning year. These funds will be appropriated and accounted for in the appropriate budget planning year. Funding Detail: Street Preventative Maintenance Program (SPMP) Fund: 1041 Streets Organization/Activity: 12415 Street Preventative Maint Prog Mission Element: 051 Project # (CIP Only): N/A Account: 530215 Maintenance & Repairs-contracted Funding Detail: Residential Street Reconstruction Fund: 1042 Res Street Reconstruction Organization/Activity: 12440 Residential Street Reconstruction Mission Element: 051 Project # (CIP Only): N/A Account: 530215 Maintenance & Repairs-contracted Funding Detail: Surface Preservation Fund: 1041 Streets Organization/Activity: 12430 Surface Preservation Mission Element: 051 Project # (CIP Only): N/A Account: 530215 Maintenance & Repairs-contracted RECOMMENDATION: Staff recommends approval of the FY 2023-2025 IMP. LIST OF SUPPORTING DOCUMENTS: Presentation Street List Maps Resolution approving the remaining three years of the five -year Infrastructure Management Plan, including FY 2023, FY 2024 and FY 2025, as proposed by the Public Works Department that includes a list of neighborhood, arterial, and collector streets for street maintenance work to be completed as the City’s Street Maintenance Program. Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The three-year IMP is a policy framework for the completion of a planned annual preventative maintenance and reconstruction program for citywide street projects. SECTION 2. The three-year IMP includes the project programming for the Street Preventative Maintenance Program (SPMP), Residential Rebuild Program (RSRP), In House Paving Operations, and Concrete Street Maintenance. SECTION 3. The adopted IMP amendment process will be through the filing of authorizing concurrence memos. SECTION 4. 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 _________, 2020: Joe McComb _______________________ Roland Barrera _______________________ 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 DEPARTMENT OF PUBLIC WORKS Richard E. Martinez, Director FY 2021 –2025 Five -Year Rolling Infrastructure Management Program Program Overview & Policy Proposal November 25,2020 Infrastructure Management Plan (IMP) Overview •The Infrastructure Management Program (IMP)is a five-year rolling program which focuses on the maintenance of Corpus Christi streets. •The first two years of the program were approved by Council in October. •The last three years are for review and consideration today.The subsequent 3 years is a rolling list,utilized for planning purposes.It is subject to change annually based on prioritization. •This plan was developed from assessment and review of the City’s street conditions and input from Public Works public sessions in February 2020. •During the budget process for each City fiscal year,the IMP will be presented to City Council for approval. •Amendments may occur throughout the year due to coordination with utilities or unforeseen conditions,such as inclement weather and budgetary changes. 2 Street Maintenance $33,034,480 Street Maintenance Fee (SMF) $11,747,474 General Fund Revenue –6% $14,487,541 Other: Interest, Street Cut Fees $ 3,455,832 Industrial District $746,678 Regional Transportation Authority (RTA) $2,596,955 Arterials & Collectors Reconstruction $34,200,000 Type B Funds $ 3,000,000 General Fund $ 8,500,000 *General Obligation Bonds $22,700,000 Residential Streets Reconstruction $10,789,395 Industrial District $746,678 Other: Interest $61,965 2+2 cents Incremental Property Tax $8,105,031 Capital Improvement Funds – Bonds $1,070,858 General Fund Revenue - 1/3 of 1% $804, 863 $78,023,875 million budgeted for Street maintenance & reconstruction in FY2020-2021 Funding from 8 different sources 3*Bond 2020 proposes $61 Million for Arterial & Collector reconstruction. Average Pavement Conditions 2020-2022 4 56.53 59.04 60.04 51.29 54.58 56.2255.02 58.69 60.6261.02 63.56 64.8166.95 69.14 70.23 63.73 70.02 72.72 58.70 61.67 63.09 0.00 10.00 20.00 30.00 40.00 50.00 60.00 70.00 80.00 2020 2021 2022 PCI BY DISTRICT DISTRICT 1 DISTRICT 2 DISTRICT 3 DISTRICT 4 DISTRICT 5 DOWNTOWN W PCI Average Pavement Conditions 2020-2025 5 56.56 59.07 60.08 61.36 62.61 63.74 51.29 54.58 56.22 57.83 58.74 60.14 55.02 58.69 60.67 61.91 63.01 64.2961.02 63.56 64.81 65.61 66.84 67.7866.95 69.14 70.23 71.18 72.21 73.13 63.54 69.79 72.47 72.88 73.28 73.75 58.70 61.67 63.10 64.22 65.30 66.38 0.00 10.00 20.00 30.00 40.00 50.00 60.00 70.00 80.00 2020 2021 2022 2023 2024 2025 PCI BY DISTRICT DISTRICT 1 DISTRICT 2 DISTRICT 3 DISTRICT 4 DISTRICT 5 DOWNTOWN W PCI 2020-2025 Planning 6 DISTRICT 1 19% DISTRICT 2 21% DISTRICT 3 21% DISTRICT 4 18% DISTRICT 5 16% DOWNTOWN 5% PERCENTAGE OF NEED BY DISTRICT DISTRICT 1 DISTRICT 2 DISTRICT 3 DISTRICT 4 DISTRICT 5 DOWNTOWN DISTRICT 1 19% DISTRICT 2 21% DISTRICT 3 20% DISTRICT 4 19% DISTRICT 5 18% DOWNTOWN 3% IMP AVERAGE IMPROVEMENT BY DISTRICT DISTRICT 1 DISTRICT 2 DISTRICT 3 DISTRICT 4 DISTRICT 5 DOWNTOWN 2021-2025 Funding Allocations 7 SPMP 39% RSRP 43% In House 15% Concrete 3% IMP 2021-2025 Total: $146,504,954 SPMP RSRP In House Concrete Conclusion •Today’s item completes the last 3 years of the 5 year IMP. •Approval of subsequent IMP’s will be brought during budget approval. •The IMP policy outlines for council the process to amend the IMP. •Public Works is actively pursuing the reevaluation of the street network.This work will begin in January 2021 and last approximately 1 year.The results will be reflected in the FY 2022 IMP development. 8 Interactive Map 9 IMP 2yr Map DEPARTMENT OF PUBLIC WORKS FY 2021 – 2025 Five -Year Rolling Infrastructure Management Program YEAR DISTRICT STREET TO FROM WORK PLANNED PROGRAM 2021 1 Bartlett Krejci Ln Saxet S Reconstruction RSRP 2021 1 Beckworth Oregon Trail Dead End Rehabilitation RSRP 2021 1 Brookhaven Mc Burnett Hwy 77 Rehabilitation In House 2021 1 Brookhill Mc Burnett Shelton Rehabilitation In House 2021 1 Brookhollow Mc Burnett Deepwater Rehabilitation In House 2021 1 Brooklane Deepwater Country Dawn Rehabilitation In House 2021 1 Brookside Mc Burnett Country Dawn Rehabilitation In House 2021 1 Castle Knoll Castle Ridge Castle Ridge Rehabilitation RSRP 2021 1 Castle Knoll Cir Castle Ridge Dead End Rehabilitation RSRP 2021 1 Country Dawn Brookside Sunnyville Rehabilitation In House 2021 1 Country Estate Mc Burnett Cox Rehabilitation In House 2021 1 Countryside Cir Brookhill Dead End Rehabilitation In House 2021 1 Cox Cir Country Estate Selton Rehabilitation In House 2021 1 Creek View Dr Shallow Creek Dr Wood Creek Dr Rehabilitation RSRP 2021 1 Deepwater Cir Brooklane Dead End Rehabilitation In House 2021 1 Hampshire Padre Island Dr Benys Rehabilitation RSRP 2021 1 Hearn Cir Hearn Rd Dead End Rehabilitation In House 2021 1 Heizer Westview Mc Kinzie Rd Reconstruction RSRP 2021 1 Kimberly Dr Shelton Country Dawn Rehabilitation In House 2021 1 Mc Burnett Perry Brookside Rehabilitation In House 2021 1 Mountain View Leopard Chamizal Reconstruction RSRP 2021 1 Nida Dr Leopard Heizer Reconstruction RSRP 2021 1 Pecos River Wood River Dr Guadalupe River Rehabilitation SPMP 2021 1 Pistola Ave Shelton Dead End Rehabilitation In House 2021 1 Red River Wood River Dr River Hill Rehabilitation SPMP 2021 1 River Hill Dr Fm 624 Private Driveway Rehabilitation SPMP 2021 1 S Country Club Up River Rd Interstate 37 Reconstruction RSRP 2021 1 San Saba Concho Comal Rehabilitation RSRP 2021 1 Seadog Cir Carencia Dead End Rehabilitation In House 2021 1 Seventeenth Expressway Marguerite Rehabilitation RSRP 2021 1 Shawnee St Baldwin St Lou St Rehabilitation RSRP 2021 1 Shelton Cox Dead End Rehabilitation In House 2021 1 Thoreau Beal Dead End Rehabilitation RSRP 2021 1 Up River St Fair Oaks Mc Kinzie Rd Rehabilitation SPMP 2021 1 Wood River Fm 624 Beal Rehabilitation SPMP 2021 2 Atlantic Ocean Dr Sixteenth Rehabilitation In House 2021 2 Ayers St Clemmer Port‐Ayers/Alexander Rehabilitation SPMP 2021 2 Belton Reynosa Greenwood Reconstruction RSRP 2021 2 Chamberlain Swantner Lawnview Rehabilitation RSRP 2021 2 Chester Redwood Robinhood Rehabilitation In House 2021 2 Cuiper Naples Ayers Reconstruction RSRP 2021 2 Dody Staples Redwood Rehabilitation In House 2021 2 Florida Kosar Normandy Reconstruction RSRP 2021 2 Kostoryz Brawner Sunnybrook Preservation Concrete 2021 2 Mac Arthur Nimitz Presa Rehabilitation RSRP 2021 2 Monitor Mc Ardle Lamont Rehabilitation In House 2021 2 Nottingham Robinhood Redwood Rehabilitation In House 2021 2 Redwood Dolphin Weber Rehabilitation In House 2021 2 Robinhood Sherwood Weber Rehabilitation In House 2021 2 Sherwood Robinhood Redwood Rehabilitation In House 2021 2 Soledad Greenwood Carver Rehabilitation In House 2021 2 Southern Ocean Dr Sixteenth Rehabilitation In House 2021 2 Staples S Gollihar Barracuda Preservation SPMP 2021 2 Staples St Barracuda Brawner Preservation Concrete 2021 2 Warwick Robinhood Nottingham Rehabilitation In House 2021 3 Barrera Bloomington Villareal Rehabilitation RSRP 2021 3 Boca Raton Congressional Pebble Beach Rehabilitation RSRP 2021 3 Bowie St Sokol Santa Ana St Rehabilitation RSRP 2021 3 Brett Weber Rd Jean Reconstruction RSRP 2021 3 Carolyn Dr Ayers Hwy 286 Rehabilitation In House 2021 3 Deepdale Coral Ridge Pebble Beach Rehabilitation RSRP 2021 3 Delgado Castenon Salazar Reconstruction RSRP 2021‐2025 Infrastructure Management Plan (IMP) Street List 2021‐2025 IMP Street List 11/24/2020 1 YEAR DISTRICT STREET TO FROM WORK PLANNED PROGRAM 2021 3 Dryer Cir Riverton Langton Ave Reconstruction RSRP 2021 3 Dunbrook Weber Rd Locke Ln Rehabilitation RSRP 2021 3 El Monte St Pamona Victor Lara Ortegon Rehabilitation RSRP 2021 3 Elmdale Dunbrook Wickersham Rehabilitation In House 2021 3 Etring Ayers Dead End Rehabilitation In House 2021 3 Flynn Pkwy Stonegate Way Bonner Dr Rehabilitation SPMP 2021 3 Frederick Ayers Hwy 286 Rehabilitation In House 2021 3 Garden Dr Juarez Vestal Rehabilitation In House 2021 3 Golden Gate Cir Old Brownsville Dead End Reconstruction RSRP 2021 3 Green Acres Green Tree Dead End Rehabilitation RSRP 2021 3 Green Lane Green Tree Dead End Reconstruction RSRP 2021 3 Green Leaf Green Tree Dead End Reconstruction RSRP 2021 3 Harvard Prescott Vitemb Rehabilitation RSRP 2021 3 Holly Rd Airline Rd Everhart Rd Preservation SPMP 2021 3 Jean Padre Island Dr Dead End Reconstruction RSRP 2021 3 Joyce Ayers Hwy 286 Rehabilitation In House 2021 3 Juarez Castenon Salazar Rehabilitation In House 2021 3 Killarmet Cir E Killarmet Dead End Rehabilitation RSRP 2021 3 Killarmet Cir W Killarmet Dead End Rehabilitation RSRP 2021 3 Kostoryz Sunnybrook Parde Islande Dr Preservation Concrete 2021 3 Langton Ave Darcey Dr Dryer Cir Reconstruction RSRP 2021 3 Mansheim Orchid Dead End Rehabilitation In House 2021 3 Monitor Padre Island 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1 Agnes Baldwin NPID Rehabilitation SPMP 2023 1 Attoyac Dr Spring Creek Dead End Rehabilitation In House 2023 1 Birdwood (Cir E) Birdwood Ln Dead End Rehabilitation In House 2023 1 Birdwood (Cir W) Birdwood Ln Dead End Rehabilitation In House 2023 1 Birdwood Ln Violet Rd White Oak Rehabilitation In House 2023 1 Buttes Dr Spring Creek Dead End Rehabilitation In House 2023 1 Calamity Dr Spring Creek Dead End Rehabilitation In House 2023 1 Craig Ocean Dr Seventh Reconstruction RSRP 2023 1 Dona I H 37 Up River Rehabilitation RSRP 2023 1 Dunstain St Fontana Round Rock Rehabilitation SPMP 2023 1 Fleetwood Leopard Timbergrove Rehabilitation In House 2023 1 Forest Hill Violet Birdwood Rehabilitation In House 2023 1 Hancock Brownlee Crosstown Rehabilitation SPMP 2023 1 Keegan Dr Spring Creek Dead End Rehabilitation In House 2023 1 Lavaca River Ct Clear Fork Dead End Rehabilitation In House 2023 1 Lavaca River Dr Clear Fork Keegan Rehabilitation In House 2023 1 Mestina Battlin Buc Palm 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S Austin Rehabilitation RSRP 2023 2 Betel Crosstown Burnet Rehabilitation In House 2023 2 Breezeway Austin Santa Fe Rehabilitation RSRP 2023 2 Brentwood Horne Norton Reconstruction RSRP 2023 2 Brownlee Staples Louisiana Rehabilitation In House 2023 2 Craig Ocean Dr Seventh Reconstruction RSRP 2023 2 Dolphin Adkins Staples S Rehabilitation SPMP 2023 2 Driftwood Staples S Adkins Rehabilitation SPMP 2023 2 Fifteenth Staples Louisiana Rehabilitation In House 2023 2 Hamlin Staples S Adkins Rehabilitation SPMP 2023 2 Loritte Sarita Crosstown Rehabilitation In House 2023 2 Mc Ardle Staples S Airline Rd Rehabilitation SPMP 2023 2 Morgan Crosstown Nineteenth Preservation SPMP 2023 2 Naples Staples Ocean Rehabilitation In House 2023 2 Niagara Horne Roslyn Rehabilitation In House 2023 2 Prescott Crosstown Horne Rehabilitation In House 2023 2 Rambler Roslyn Horne Rehabilitation In House 2021‐2025 IMP Street List 11/24/2020 5 YEAR DISTRICT STREET TO FROM WORK PLANNED PROGRAM 2023 2 Roslyn Rambler Prescott Rehabilitation In House 2023 2 Sixteenth Staples Louisiana Rehabilitation In House 2023 2 Talisman Sarita Rambler Rehabilitation In House 2023 3 Agnes Baldwin NPID Rehabilitation SPMP 2023 3 Betty Jean Holly Rd Williams Rehabilitation SPMP 2023 3 Betty Jean Cir Betty Jean Dead End Rehabilitation SPMP 2023 3 Bonham St Johanna Sacky Rehabilitation In House 2023 3 Calle Cuernavaca Saratoga Rd Dead End Rehabilitation In House 2023 3 Calle Las Colonas Saratoga Rd Dead End Rehabilitation In House 2023 3 Calle San Carlos Calle Las Colonas Calle Cuernavaca Rehabilitation In House 2023 3 Calle San Lucas Calle Las Colonas Calle Cuernavaca Rehabilitation In House 2023 3 Calle San Marcos Calle Las Colonas Calle Cuernavaca Rehabilitation In House 2023 3 Calle San Miguel Calle Las Colonas Calle Cuernavaca Rehabilitation In House 2023 3 Crestbend Crestwood Crestgrove Reconstruction RSRP 2023 3 Crestford Cresthill Crestmeadow Reconstruction RSRP 2023 3 Essex Killarmet Pebble Beach Rehabilitation RSRP 2023 3 Gabriel Nemec Mc Ardle Rd Reconstruction RSRP 2023 3 Green Branch Green Park Dead End Reconstruction RSRP 2023 3 Green Gate Bear Lane Dead End Reconstruction RSRP 2023 3 Green Meadows Green Tree Dead End Rehabilitation In House 2023 3 Green Oaks Green Tree Dead End Rehabilitation In House 2023 3 Green Path Green Tree Dead End Rehabilitation In House 2023 3 Green Trail Green Park Dead End Reconstruction RSRP 2023 3 Green Valley Green Tree Dead End Rehabilitation In House 2023 3 Green View Green Tree Dead End Rehabilitation In House 2023 3 Inglewood Holly Rd Panama Rehabilitation In House 2023 3 Johanna Kostoryz Bonham Rehabilitation In House 2023 3 Oakhurst S Padre Island Pavement Change Preservation Concrete 2023 3 Odem Mc Ardle Sunnybrook Rehabilitation In House 2023 3 Phillips E & W Queen Queen Rehabilitation In House 2023 3 Queen E & W Phillips Philips Rehabilitation In House 2023 3 Wooldridge Killarmet Everhart Rehabilitation SPMP 2023 4 Airline Mc Ardle 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Reconstruction RSRP 2024 5 Lubbock Rocksprings Everhart Rehabilitation In House 2024 5 Mars Hill South Oso Pkwy CR 41 Rehabilitation In House 2024 5 Moritz Lake Oso Pkwy Lake Bolsena Reconstruction RSRP 2024 5 Mountain Wood Fox Run Opengate Reconstruction RSRP 2024 5 Odessa Oso Pkwy Dallas Rehabilitation In House 2024 5 Opengate Lostgate Timbergate Reconstruction RSRP 2024 5 Parkway Wooldridge Esplanade Rehabilitation SPMP 2024 5 Patti Dunbarton Oak Dead End Rehabilitation SPMP 2024 5 Rhonda Spencer Sean Rehabilitation RSRP 2024 5 Rocksprings Ft Stockton Dead End Rehabilitation In House 2024 5 Spencer Thames Rhonda Rehabilitation RSRP 2024 5 St James Ct Lipes Dead End Reconstruction RSRP 2024 5 Sunwood Dr Lipes Pepper Mill Rehabilitation RSRP 2024 5 Sutherland Citrus Valley Dead End Rehabilitation In House 2024 5 Vivian Spencer Sean Rehabilitation RSRP 2024 5 Wooldridge Cascade Staples S Rehabilitation SPMP 2024 DT John Sartain Shoreline S Mesquite Rehabilitation SPMP 2024 DT Lomax Shoreline S Lower Broadway Rehabilitation SPMP 2024 DT Lower Broadway Lomax John Sartain Rehabilitation SPMP 2025 1 Catfish Teague Dead End Rehabilitation RSRP 2025 1 Cathead Leopard Roughneck Preservation Concrete 2025 1 Ethel Naylor S Naylor N Rehabilitation RSRP 2025 1 Haven Warrior Violet Rd Rehabilitation In House 2025 1 Leopard N Violet Callicoatte Rehabilitation SPMP 2025 1 Leopard S Violet Callicoatte Rehabilitation SPMP 2025 1 Mallard Violet Widgeon Rehabilitation In House 2025 1 Moon Light Rand Morgan IH 37 Reconstruction RSRP 2025 1 Naylor Cir S Naylor N Naylor N Reconstruction RSRP 2025 1 Nelon Violet Dead End Rehabilitation In House 2025 1 Roughneck Cathead Spindletop Preservation Concrete 2025 1 Spindletop Roughneck Leopard Preservation Concrete 2025 1 Steamboat Catfish Rolling Ridge Rehabilitation RSRP 2025 1 Steamboat Cir Steamboat Dead End Rehabilitation RSRP 2025 1 Sunray IH 37 Dead End Rehabilitation RSRP 2025 1 Widgeon Mallard Dead End Rehabilitation In House 2025 2 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RSRP 2025 2 Shely Ayers Churchill Rehabilitation SPMP 2025 2 Zarsky Mc Ardle Gollihar Reconstruction RSRP 2025 3 Beechcraft Post Fleet Rehabilitation In House 2021‐2025 IMP Street List 11/24/2020 9 YEAR DISTRICT STREET TO FROM WORK PLANNED PROGRAM 2025 3 Braniff Virginia Post Rehabilitation In House 2025 3 Crestgrove Cresthill Crestmeadow Reconstruction RSRP 2025 3 Cub Virginia Post Rehabilitation In House 2025 3 Curtis Virginia Post Rehabilitation In House 2025 3 Fairchild Virginia Post Rehabilitation In House 2025 3 Gaviota Scapular County Rd 36 Rehabilitation In House 2025 3 Greenwood Trojan Padre Island Dr Rehabilitation SPMP 2025 3 Greenwood Lawton Horne Rehabilitation SPMP 2025 3 Greenwood Gollihar West Point Rehabilitation SPMP 2025 3 Iturbide Airport Guatemozin Rehabilitation RSRP 2025 3 Kendall W Larcade Mansheim Reconstruction RSRP 2025 3 Larcade W Kendall Mansheim Reconstruction RSRP 2025 3 Lockheed Virginia Post Rehabilitation In House 2025 3 Mariposa Simon Scapular 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286SARATOGA O SO PADRE ISLAND SARATOGA JEANY O R K T O W N C L A R E BRATTON Legend 2021 2022 2023 2024 2025 DISTRICT 5 DATE: December 3, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis heatherh3@cctexas.com 361-826-3227 CAPTION: Motion approving a 380 agreement with LiftFund to administer a CARES Act reimbursable grant up to $570,000 for small business impacted by COVID-19 and have been awarded a LiftFund loan funded by the City of Corpus Christi earlier this year. SUMMARY: This motion will help support 148 loans that are currently outstanding. BACKGROUND AND FINDINGS: On June 16, 2020, City Council approved a Utility Assistance Program with the United Chamber of Commerce for $500,000. The Utility Assistance program has only expended $71,000 of the $500,000 amount up to date. Staff’s recommendation is to amend the United Chamber of Commerce 380 agreement and reallocate $400,000 to a new LiftFund grant program and amend the City’s maximum contribution to the Utility Assistance Program to a not exceed of $100,000. The City’s utility assistance program will continue until City reaches the maximum funding available under this utility assistance program of $95,000 or termination of the Agreement. The remaining $5,000 will be paid to the Chamber as an administrative fee within thirty (30) days following City’s receipt of invoice and proper documentation. Staff also is recommending allocation of $170,000 from the Corona Relief Fund (CRF) to the LiftFund grant program for a total amount of the $570,000 available for small business relief. The City will enter into a 380 agreement with LiftFund to administer the grant. There are currently 148 loans that were awarded earlier this year as part of the City’s effort to assist small businesses during the COVID pandemic. The $570,000 grant will be equally distributed to all outstanding loans and will provide 6 months of loan payments to the 148 loans along with a $200 principle Small Business Grant Agreement with LiftFund, Inc. AGENDA MEMORANDUM Action Item for the City Council Meeting December 8, 2020 buy down totaling $540,889.86. LIftFund’s administrative fee will be 5%: or $29,110.14 The grant will require businesses to remain open for 60 days after receiving the grant. ALTERNATIVES: The City Council could choose not to approve this agreement for the recommended dollar amount, propose a different dollar amount or not approve the recommended 380 agreement with LiftFund for the grant program. FISCAL IMPACT: The financial impact of not approving the grant program would be the underutilization of available funds to help small businesses during this tough economic environment. Funding Detail: Fund: 1063 Emergency Management Grants Organization/Activity: 610005F- COVID Cat 5- Economic Support Mission Element: 535 Project # (CIP Only): N/A Account: 547020 – Business Development Fund: 1020- General Fund Organization/Activity: 15100- Economic Development Incentives Mission Element: 707- Economic Development Project # (CIP Only): N/A Account: 540116- 380 Agreement- LiftFund RECOMMENDATION: Staff recommends approval of the 380 agreement with Lift Fund for small businesses impacted by COVID-19 by reappropriating $400,000 from the Utility Assistance Program and allocating $170,000 from the CRF into the grant program administered by LiftFund, totaling $570,000. LIST OF SUPPORTING DOCUMENTS: 380 Agreement Exhibit A 1 CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND LIFTFUND INC. (Third 380 Agreement) This Chapter 380 Economic Development Incentive Agreement (“Agreement”) is entered into between the City of Corpus Christi, Texas, a home-rule municipality (“City”) and LiftFund Inc. (“Nonprofit"), a Texas nonprofit corporation. WHEREAS, the City has established a program in accordance with Article III, Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under which the City has the authority to make loans of public funds for the purposes of promoting local economic development and stimulating bus iness and commercial activity within the City; WHEREAS, the novel coronavirus, known as COVID-19, has created a global pandemic and led to shuttering of many local small businesses, which are in need of relief so that they may continue to provide meaningful, wealth-producing jobs in the future; WHEREAS, the Nonprofit has proposed to administer a grant program for the City, which will serve as a business incubator to assist small businesses in their ongoing expenses and lead to the creation of meaningful, wealth-producing jobs within the City (the “Project”); WHEREAS, the Corpus Christi City Council has authorized City to make certain economic development grants up to $570,000 through Nonprofit in recognition of, conditioned upon and derived from the positive economic benefits that will accrue to City through Nonprofit's administration of a loan program providing relief to small businesses and requiring creation and/or retention of jobs; WHEREAS, the City has concluded and hereby finds that this Agreement promotes economic development in the City of Corpus Christi and, as such, meets the requirements under Chapter 380 and the City's established economic development program, and, further, is in the best interests of the City and Nonprofit; WHEREAS, the City recognizes the positive economic impact that the Project will bring to the City through development and diversification of the economy, reduction of unemployment and underemployment through the creation or retention of jobs, the attraction of new businesses, and the additional tax revenue generated by the Project for the City; and WHEREAS, to ensure that the benefits the City provides under this Agreement are utilized in a manner consistent with Article III, Section 52 -a of the Texas Constitution, Chapter 380 of the Texas Local Government Code and other law, the Nonprofit has agreed to comply with certain conditions to the payment of those benefits; 2 NOW, THEREFORE, in consideration of the mutual benefits described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Nonprofit agree as follows: 1. The recitals to this Agreement are hereby incorporated for all purposes. 2. Effective Date. The effective date of this Agreement (“Effective Date”) is the latest date that either party executes this Agreement, or the date this Agreement has been finally approved by the Corpus Christi City Council. Nonprofit understands that this Agreement is dependent upon the approval of the Corpus Christ City Council. 3. Term. The term of this Agreement is for 180 days beginning on the Effective Date. 4. Performance Requirements. a. Nonprofit agrees to use the $570,000 described below as a grant fund to provide grants to small businesses in Corpus Christi, in accordance with the Nonprofit’s proposal, which is attached hereto as Exhibit A and incorporated by reference as if laid out herein in its entirety. b. Nonprofit agrees to provide the City with a sworn certificate by an authorized representative of the Nonprofit, certifying the amount used. c. Nonprofit will ensure that small business receiving grant funds will remain in operation for at least 60 days after the grant payment and continue to pay employees. d. If at the end of the Term of this Agreement, any funds provided to Nonprofit under this Agreement have not been used to provide grants to small businesses within the City, Nonprofit shall, within 30 days after the end of this Term, return those remaining funds, including any fees associated with those funds, to the City. e. The City may audit Nonprofit’s records to determine their compliance with the terms of this Agreement. Nonprofit, during normal business hours shall allow City reasonable access to its records and books and all other relevant records related to each of the economic development considerations and incentives and performance requirements, as stated in this Agreement. 5. City’s Responsibility. The City will grant Nonprofit a one-time payment in the amount of $570,000, to be paid to Nonprofit as soon as possible following receipt of a correct invoice from Nonprofit requesting the funds. 6. Warranties. Nonprofit warrants and represents to City the following: a. Nonprofit is a non-profit corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and has all power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Nonprofit has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. 3 c. Nonprofit has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Nonprofit acknowledges that the funds transferred under this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf of Nonprofit is duly authorized to execute this Agreement on behalf of Nonprofit. f. Nonprofit does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Nonprofit is convicted of a violation under 8 U.S.C. Section 1324a(f), Nonprofit shall repay any funds received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date Nonprofit has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Nonprofit shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. Nonprofit covenants and agrees that Nonprofit will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Project, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the City or Nonprofit are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the City or Nonprofit are temporarily suspended during continuation of the force majeure. If either party’s obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Nonprofit may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the City. Such approval will not be unreasonably denied. Any attempted assignment without approval is void and constitutes a breach of this Agreement. 4 11. Indemnity. Nonprofit covenants to fully indemnify, save, and hold harmless the City, and its officers, employees, and agents (“Indemnitees”) against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers’ compensation and death claims), or property loss or damage of any kind, which arise out of, or are claimed to arise out of Nonprofit’s activities conducted under or incidental to this Agreement. Nonprofit must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, which choice of counsel shall not be unreasonably denied, and pay all charges of attorneys and all other costs and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. The requirements of this provision will survive the expiration or earlier termination of the Agreement. 12. Events of Default by Nonprofit. The following events constitute a default of this Agreement by Nonprofit: a. The City determines that any representation or warranty on behalf of Nonprofit contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the City in connection with this Agreement was incorrect or misleading in any material respect when made. b. Any judgment is assessed against Nonprofit or any attachment or other levy against the property of Nonprofit with respect to a claim under this agreement remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Nonprofit makes an assignment of funds received under this agreement for the benefit of creditors. d. Nonprofit files a petition in bankruptcy or is adjudicated insolvent or bankrupt. e. If taxes owed by Nonprofit become delinquent, and Nonprofit fails to timely and properly follow the legal procedures for protest or contest. f. Nonprofit changes the general character of business as conducted as of the date this Agreement is approved by the City. g. Nonprofit fails to comply with one or more terms of this Agreement. 13. Notice of Default. Should the City determine that Nonprofit is in default according to the terms of this Agreement, the City shall notify Nonprofit in writing of the event of default and 5 provide 60 days from the date of the notice (“Cure Period”) for Nonprofit to cure the event of default. 14. Results of Uncured Default by Nonprofit. After exhausting good faith attempts to address any default during the Cure Period and taking into account any extenuating circumstances that might have occurred through no fault of Nonprofit, as determined by the City Manager, the following actions may be taken for any default that remains uncured after the Cure Period. a. Nonprofit shall immediately repay all unexpended funds paid by City to it under this Agreement. b. Nonprofit shall pay City’s reasonable attorney fees and costs of court to collect amounts due to City if not immediately repaid upon demand from the City. c. Upon payment by Nonprofit of all sums due, the City and Nonprofit shall have no further obligations to one another under this Agreement. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Nonprofit’s default may not be considered an estoppel against the City. d. It is expressly understood that if at any time Nonprofit is in default in any of its conditions or covenants of this Agreement, the failure on the part of the City to promptly avail itself of the rights and remedies that the City may have, will not be considered a waiver on the part of the City, but City may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Nonprofit specifically agrees that City shall only be liable to Nonprofit for the actual amount of the money to be conveyed to Nonprofit, and shall not be liable to Nonprofit for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by City under the terms of this Agreement. Payment by City is strictly limited to those funds so allocated, budgeted, and collected solely during the term of this Agreement. 17. The parties mutually agree and understand that funding under this Agreement is subject 6 to annual appropriations by the City Council; that each fiscal year’s funding must be included in the budget for that year; and the funding is not effective until appr oved by the City Council. 18. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Nonprofit: LiftFund Inc. Attn.: Janie Barrera 2007 West Martin Street San Antonio, Texas 78207 Corpus Christi, TX 78413 City: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Attorney P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the City and Nonprofit will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpos e. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 7 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue and Law. Venue for any legal action related to this Agreement is in Nueces County, Texas. This Agreement is subject to all legal requirements in City Charter and Code of Ordinances of City of Corpus Christi, Texas and all other applicable County, State and Federal laws, and Nonprofit agrees that it will promptly comply with all such applicable laws, regulations, orders and rules of the State, City and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without regard, however, to the conflicts of laws provisions of Texas law. 24. Sole Agreement. This Agreement constitutes the sole Agreement between City and Nonprofit. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14 shall survive the termination of this Agreement. 26. Public Information Act Requirements. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Nonprofit agrees that the contract can be terminated if the Nonprofit knowingly or intentionally fails to comply with a requirement of that subchapter. 8 27. Certificate of Interested Parties. Nonprofit 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. City of Corpus Christi By: _______________________________ Peter Zanoni City Manager Date: ______________________________ Attest: By: ______________________________ Rebecca Huerta City Secretary LiftFund Inc. By: ______________________________ Janie Barrera President and Chief Executive Officer Date: ______________________________ THE STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on ___________________, 2020, by Janie Barrera, President and Chief Executive Officer for LiftFund, Inc., a Texas non-profit corporation, on behalf of the corporation. _____________________________ Notary Public, State of Texas APPROVED AS TO LEGAL FORM: _____________________________ Assistant City Attorney Date City of Corpus Christi Loan Payment Relief Deployment Plan Loans must meet the following requirements to qualify for loan payment relief: Active COVID-19 Disaster Relief loan (regardless of loan status) Business not permanently closed and without plans to close within the next 60 days Business located within city limits Business negatively impacted by COVID-19 crisis (verified during loan origination) Not scheduled to receive loan forgiveness Payment Assistance: Customers would qualify to have six payments made on their behalf, plus a $200 payment toward principal balance of the loan. The payments covered under this payment relief plan will start with next payment due starting seven days from the agreement. The payments will be scheduled and applied prior to December 31, 2020. Customer will resume payments as scheduled after the last payment covered under this relief plan. Workflow: LiftFund will stop all scheduled payments for qualified borrowers. Qualified customers will receive an email notification about the opportunity to automatically qualify and benefit from this payment relief program if they meet the conditions (listed above). Customer will have 10 days to decline this assistance if they do not meet the conditions or do not wish to accept it. LiftFund will monitor the email campaign to make sure that businesses are opening and reviewing the offer. LiftFund will reach out to customers that do not open the email within the first five days to make them aware of the offer presented by email. LiftFund will process and apply the payments for all loans that accepted the payment assistance and will resume payments for customers that declined the offer. Program Impact 148 active loans 1-month for 148 active loans total: $90,148.31 Funding will be applied for 6 months of loan payments to the 148 loans totaling $540,889.86 LiftFund’s administrative fee will be 5%: $29,110.14 Total Project: $570,000 DATE: October 28, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 CAPTION: Zoning Case No. 0920-02, GMG Partners, LP.: (District 3) Ordinance rezoning property at or near 702 South Navigation Boulevard from the “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single-Family 4.5 District with a Planned Unit Development. SUMMARY: The purpose of the zoning request is to allow for the development of a master planned Single- Family Residential Community to be developed in a two-phase development consisting of 277 single-family residential units, a community center and recreational area, five parks, and multiple open areas. BACKGROUND AND FINDINGS: The subject property is 39.129 acres in size. The subject property is currently zoned “IL/SP” Light Industrial District with a Special Permit. The subject property is the site of a former burrow pit for the excavation of sand and other materials. The excavation use was granted by Special Permit in 2015. One of the conditions of the Special Permit is the site must be restored to its original condition prior to the excavation use. The City has monitored through multiple excavation permits that the operation follows all TCEQ guidelines. The restoration of the site is going through a similar process, including soil samples and engineering, to ensure it is safe for a single-family subdivision. The proposed use is a master planned Single-Family Residential Community to be developed in a two-phase development consisting of 277 single-family residential units, a community center and recreational area, five parks, and multiple open areas. Conformity to City Policy The subject property is located within the boundaries of the Westside Area Development Plan and is planned for a Medium Density Residential use. The proposed rezoning to the is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, does not have a negative impact upon the adjacent properties, and is compatible with the Future Land Use map. The property is designated as per the future land use as medium density residential. As per Plan CC, medium density residential consists of between 4 and 13 units per acre. The Rezoning a property at or near 702 South Navigation Boulevard AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 12/08/20 Second Reading Ordinance for the City Council Meeting 12/15/20 proposed PUD is set as approximately 7.08 units per acre and is therefore in compliance with the future land use designation. The PUD has been reviewed by the Technical Review Committee (TRC). Staff finds that the proposed deviations are acceptable. Public Input Process Number of Notices Mailed 11 within 200-foot notification area 5 outside notification area As of September 25, 2020: In Favor 0 inside notification area 0 outside notification area In Opposition 6 inside notification area 0 outside notification area Totaling 28.08% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission recommended approval of the change of zoning from the “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single-Family 4.5 District and Planned Unit Development Overlay with conditions on September 30, 2020. ALTERNATIVES: 1. Denial of the change of zoning from the “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single-Family 4.5 District and Planned Unit Development Overlay. 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 “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single-Family 4.5 District and Planned Unit Development Overlay with conditions 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. 0920-02, GMG Partners, LP. (District 3). Ordinance rezoning property at or near 702 South Navigation Boulevard from the “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single- Family 4.5 District with a Planned Unit Development. 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 a 39.129 acre tract situated in Nueces County, Texas, a portion of Lot 1, Block 10, J.C. Russell Farm Blocks, as shown by map or plat thereof recorded in Volume 28, Pages 58-59, of the Map Records of Nueces County, Texas as shown in Exhibit “A”: from the “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single- Family 4.5 District with a Planned Unit Development. The subject property is located at or near 702 South Navigation Boulevard. Exhibit A, which is the Metes and Bounds of the subject property with an associated map attached to and incorporated in this ordinance and Exhibit B, which is a copy of The La Villa Hermosa Planned Unit Development (PUD) Guidelines and Master Site Plan attached to and incorporated in this ordinance. SECTION 2. The Planned Unit Development granted in Section 1 of this ordinance is subject to the Owner following the conditions listed below: Page 2 of 6 1.Planned Unit Development Guidelines and Master Site Plan: The Owners shall develop the Property in accordance The La Villa Hermosa Planned Unit Development (PUD) Guidelines and Master Site Plan. The development of the Property is to consist of 277 single-family lots, 27 open areas, 5 parks, and 1 community center. On-site management will be present at the development at all times and enforce all parking and maintenance requirements. 2.Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 7.08 dwelling units per acre. 3. Parking: The property must have a minimum of 3 parking spaces (9 feet wide by 18 feet long) per dwelling unit. Parking standards for community center and recreation lot uses are set a 2.4 parking space for every 1000 square feet of gross floor area. Parking is prohibited within the private street and pedestrian walkways. 4.Setbacks and Lot Width: Minimum front yard setbacks for all lots shall be ten feet and on a corner ten feet. 5.Open Space: The Property must maintain a minimum of 30% open space. Any surfaces constructed within the required open space must be constructed of pervious material. 6.Private Street Access: The 2-way private access drive shall not be less than 20 feet and the 1 foot ribbon curb shall be striped or marked to indicate “Fire Lane/No Parking.” 7.Pedestrian Access: Sidewalks shall be 5 feet wide on one side of the private street and shall be constructed and maintained as identified on the master site plan. 8.Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 9.Time Limit: An approved development plan shall expire 24 months after the date that the development plan was approved, unless a complete building permit application has been submitted or, if no building permit is required, a certificate of occupancy has been issued. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City’s Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. Page 3 of 6 SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. 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 7. 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 8. This ordinance shall become effective upon publication. Page 4 of 6 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor Page 5 of 6 Exhibit A Page 6 of 6 La Villa Hermosa Planned Unit Development (PUD) CORPUS CHRISTI, TEXAS Owner AmeriCasa – Corpus Christi, LLC Submitted By MUNOZ ENGINEERING, LLC 1608 S. BROWNLEE BOULEVARD CORPUS CHRISTI, TEXAS 78404 OFFICE: (361) 946-4848 TBPE FIRM No. F-12240 July 2020 LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 2 Contents GENERAL DEVELOPMENT INFORMATION ........................................................................................................................... 3 DEVELOPMENT LOCATION MAP ....................................................................................................................................... 3 ADJACENT LAND USE INFORMATION ................................................................................................................................. 3 ADJACENT FUTURE LAND USE INFORMATION ..................................................................................................................... 4 ADJACENT ZONING INFORMATION .................................................................................................................................... 4 AREA DEVELOPMENT PLAN INFORMATION ........................................................................................................................ 4 ADJACENT TRANSPORTATION AND CIRCULATION ................................................................................................................ 4 UNIFIED DEVELOPMENT CODE AND MODIFICATIONS .......................................................................................................... 5 DEVELOPMENT GUIDELINES ............................................................................................................................................. 9 MASTER SITE PLAN ...................................................................................................................................................... 11 SITE DEVELOPMENT PLAN ............................................................................................................................................. 11 SITE SECTION VIEWS ..................................................................................................................................................... 11 EXHIBITS ..................................................................................................................................................................... 12 LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 3 GENERAL DEVELOPMENT INFORMATION The La Villa Hermosa Planned Unit Development (PUD) is a Master Planned Community that is located on South Navigation Boulevard between Agnes Street and Old Brownsville Road. The Master Planned Community will consist of a community center, recreational area, and parks for the residents of custom manufactured homes. The community will be managed by on-site management. The residents will own the custom home allowing for the residents to have opportunities for the future. The existing zoning is Light Industrial District and the proposed is to be a RS-4.5 with PUD as outlined within this document. The development shall be in accordance with is the City of Corpus Christi Unified Development Code (UDC) with adoption date of April 2019 (hereinafter referred to as UDC) and modified by the PUD requirements as indicated herein. DEVELOPMENT LOCATION MAP Note: This map is a selected portion from the City of Corpus Christi GIS map and obtained on 06/18/2020. ADJACENT LAND USE INFORMATION Note: This map is a selected portion from the City of Corpus Christi GIS map and obtained on 06/18/2020. La Villa Hermosa Project Location North Padre Island Drive South Navigation Boulevard Del Mar College West Campus LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 4 ADJACENT FUTURE LAND USE INFORMATION Note: This map is a selected portion from the City of Corpus Christi GIS map and obtained on 06/18/2020. ADJACENT ZONING INFORMATION Note: This map is a selected portion from the City of Corpus Christi GIS map and obtained on 06/18/2020 AREA DEVELOPMENT PLAN INFORMATION The development is located within the Westside Area Development Plan (ADP). The proposed development will provide the Westside ADP with additional affordable residential opportunity within the area and the development will include a community center, recreational park, and internal parks for the residents. ADJACENT TRANSPORTATION AND CIRCULATION The development is located on South Navigation Boulevard with 1,118-feet of street frontage. South Navigation Boulevard is classified as a Minor Arterial (A1) street with an existing street section consisting of 95-foot Right- of-Way, 26-feet paved, and is capable of handling approximately 1,600 Average Daily Trips (ADT). LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 5 UNIFIED DEVELOPMENT CODE AND MODIFICATIONS This development shall be governed by the City of Corpus Christi Unified Development Code (UDC) with adoption date of April 2019 (hereinafter referred to as UDC) with the Base Zoning being RS-4.5 in accordance with Section Article 4 with the modifications as indicated as the PUD Requirements. The deviations to the UDC will be based on Article 4: Base Zoning Districts and Article 6: Special Zoning Districts shall be modified as per the following to form the requirements of the PUD: REQUIREMENT UDC BASE ZONING REQUIREMENTS RS 4.5 SECTION 4.3.3 UDC BASE ZONING REQUIREMENTS MHS SECTION 6.1.1 PUD REQUIREMENTS Maximum Density (Units / Gross Acre) - 8 7.08 Minimum Site Area (Acre) - 8 8 Minimum Site Width (Feet) - 300 - Minimum Lot Area (Square Feet) 4,500 4,500 Residential = 3,200 Other = 0 Minimum Lot Width (Feet) 45 - Residential = 40 Other = 0 Minimum Yard (Feet) – Street 20 20 20 Minimum Yard (Feet) – Street Corner Back-to-Back Back-to-Face 10 20 20 20 10 10 Minimum Yard (Feet) – Side Single 5 6 2 Minimum Yard (Feet) – Side Total 10 20 10 Minimum Yard (Feet) – Rear 5 10 5 Minimum Open Space (Percent of Total Unit) 30% - 30% Maximum Height (Feet) 35 35 35 LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 6 The UDC Article 7: General Development Standards shall be modified as per the following: REQUIREMENT UDC REQUIREMENT PUD REQUIREMENT Section 7.1.7.A Driveway Spacing Residential driveways are limited to one per lot excepting that circular driveways are allowed provided that the frontage equals or exceeds 70’ and all other parameters are met. Residential driveways are limited to three per lot provided that the frontage equals or exceeds 40’. Section 7.1.7.D Minimum Corner Clearance Residential = 25 feet Residential = 0 feet Section 7.1.7.E Driveway Width and Curb Return Radii Residential = 10 feet Minimum = 30 feet Maximum Residential = 10 feet Minimum = 60 feet Maximum Section 7.1.7.F Curb Return Radii or Flare Length Residential = 3 feet Minimum = 10 feet Maximum Residential = 0 feet Minimum = 10 feet Maximum Section 7.2.2.B Off-Street Parking Ratio Residential Lot: Residential Use; Household Living; All Other Uses = 2 per unit Community Center Lot: Commercial Uses; Office; All Uses = 2.4 per 1,000 SF GFA Urban Recreation Lot: Commercial Uses, Outdoor Recreation, All other uses without fixed seating = 1 per 250 SF GFA Park Lot: Public and Civic Uses; Parks and Open Area; Park, Plaza, Playground or Recreational Trail = 1 per 10,000 SF outdoor lot area Open Area Lot: Public and Civic Uses; Parks and Open Area; Park, Plaza, Playground or Recreational Trail = 1 per 10,000 SF outdoor lot area Residential Lot: 3 per unit Community Center and Recreation Lot: Community Center Building = 2.4 per 1,000 SF GFA Recreation Lot = 1 per 10,000 SF GFA Park Lot: 1 per 10,000 SF outdoor lot area within 200 feet of lot. Open Area Lot: None LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 7 Section 7.9.5 Zoning District Buffer Yard – New Development Type D Buffer Yards shall consist of a minimum 20-foot wide buffer yard plus at least 20 points based on the points listed in the table Shall be 20-foot wide buffer and have a 7-foot height wood screening fence The UDC Article 8: Subdivision Design and Improvements shall be modified as per the following: REQUIREMENT UDC REQUIREMENT PUD REQUIREMENT Section 8.2.1.B Street Right-of-Way Dimensional Standards Street Right-of-Way A Local Street Section Type Right-of-Way Planting / Utility Area Street Section Width Sidewalk Width Tied Sidewalk Sidewalk Both Sides Thru Lane Traffic Lane Parking Lanes Design Speed (MPH) Street Right-of-Way B Local Street Section Type Right-of-Way Planting / Utility Area Street Section Width Sidewalk Width Tied Sidewalk Sidewalk Both Sides Thru Lane Traffic Lane Parking Lanes Design Speed (MPH) L-1C 46-foot 7-foot (Both Sides) 28-foot Back-to-Back 4-foot Not Allowed No One Two Two 25 L-1A 50-foot 6-foot (Both Sides) 28-foot Back-to-Back 4-foot Not Allowed Yes One Two Two 25 V1 26-foot 0-foot 20-foot Edge-to-Edge 5-foot Allowed No One Two None 15 V2 60-foot 0-foot 40-foot Back-to-Back 5-foot Allowed No One Two Two 25 Section 8.2.1.D External Connectivity 3. Divided Entrance A divided entrance may be credited as two access points provided that the divided entrance shall consist of four travel lanes from the intersection with the public road system to the first intersection within the development. A widened entrance with striping that divides the entrance may be credited as two access points provided that the divided entrance shall consist of four travel lanes from the intersection with the public road system to the first intersection or controlled access point within the development. LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 8 Section 8.2.1.E Street Layout 1. The arrangement, character, extent, width, and location of all streets. As Per UDC Waived Section 8.2.1.J Private Streets 5. Design Standards 11. Open Space Shall be in accordance with Section 8.2.1 Shall meet dedication requirements in Section 8.3 Shall be in accordance with Section 8.2.1.J with the following modifications - Curb and Gutter are not required. Shall be waived due to private park, recreational areas, and open space development and maintenance thereof. Section 8.2.2 Sidewalks A. Required Improvements In accordance with Section 8.2.1.B Modified as per PUD Requirements and not required along existing streets. Section 8.2.3 Easements A. Utility Easements B. Drainage Easements As Per UDC As Per UDC Amended to include: Utility Easements along access easements shall be 10-foot in width when abutting to access easement. Utility Easements along rear of lots shall be a total of 10-foot unless adjacent lot contains a utility easement of 10-foot or greater. Amended to include: Private Drainage Easements shall be as required by the utility owner. Section 8.3 Public Open Space 8.3.5 Land Dedication 8.3.6 Fee in Lieu of Land 8.3.7 Park Development Fee As Per UDC As Per UDC As Per UDC Shall be waived due to private park, recreational areas, and open space development and maintenance thereof. LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 9 DEVELOPMENT GUIDELINES The Development shall follow the guidelines below: DESCRIPTION LOT TYPE Residential Lots A B C Community Center and Recreation Lot D Open Area Lots E Park Lots P1 P2 Access Lot V1 V2 The Residential Lots within the development shall follow the guidelines below: DESCRIPTION REQUIREMENT Usage Residential Minimum Open Space (Percent) 30% Building Height – Maximum (Feet) 35 Building Spacing – Minimum (Feet) 10 Parking Requirement Per Unit 3 Maintenance Lot Owner and/or Property Management Group Improvements Allowed Residential structure(s) and support structure(s) including but not limited to: decks, porches, carports, pavement(s), fencing, landscaping, utilities, etc. Improvement Placement Residential structure(s) and support structure(s) including decks, porches, etc. shall be located within the indicated buildable area. Pavement(s), fencing, landscaping, utilities, etc. can be located anywhere on the lot. Rental Daily, weekly, and monthly rentals as allowed by property management. The Community Center and Recreation Lots within the development shall follow the guidelines below: DESCRIPTION REQUIREMENT Usage Structures and improvements supporting the Community Minimum Open Space (Percent) 30% Building Height – Maximum (Feet) 35 Building Spacing – Minimum (Feet) 10 Parking Requirement Per Unit As per PUD Maintenance Property Management Group Improvements Allowed Residential, Non-Residential structure(s), and support structure(s) including but not limited to: decks, LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 10 porches, pavement(s), fencing, recreational equipment, pool(s), landscaping, utilities, etc. Improvement Placement Residential, Non-Residential structure(s), and support structure(s) including decks, porches, pool(s), etc. shall be located within the indicated buildable area. Pavement(s), fencing, recreational equipment, landscaping, utilities, etc. can be located anywhere on the lot. Rental Daily, weekly, and monthly rentals as allowed by property management. The Open Space Lots within the development shall follow the guidelines below: DESCRIPTION REQUIREMENT Usage Non-Residential Structures supporting the Community Minimum Open Space (Percent) 30% Building Height – Maximum (Feet) 35 Building Spacing – Minimum (Feet) 10 Parking Requirement Per Unit None Maintenance Property Management Group Improvements Allowed Non-Residential structure(s) and support structure(s) including, fencing, landscaping, utilities, etc. Improvement Placement Non-Residential structure(s) and support structure(s) including fencing, landscaping, utilities, etc. can be located anywhere on the lot. The Park Lots within the development shall follow the guidelines below: DESCRIPTION REQUIREMENT Usage Non-Residential Structures supporting the Community Minimum Open Space (Percent) 30% Building Height – Maximum (Feet) 35 Building Spacing – Minimum (Feet) 10 Parking Requirement Per Unit As per PUD Maintenance Property Management Group Improvements Allowed Non-Residential structure(s) and support structure(s) including, fencing, landscaping, utilities, etc. Improvement Placement Non-Residential structure(s) and support structure(s) including fencing, landscaping, utilities, etc. can be located anywhere on the lot. LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PAGE 11 The Access Lots within the development shall follow the guidelines below: DESCRIPTION REQUIREMENT Usage Access for the Community Minimum Open Space (Percent) 10% Building Height – Maximum (Feet) 35 Building Spacing – Minimum (Feet) 10 Parking Requirement Per Unit None Maintenance Property Management Group Improvements Allowed Non-Residential structure(s) and support structure(s) including but not limited to: access control building(s), pavement(s), fencing, landscaping, utilities, etc. Improvement Placement Non-Residential structure(s) and support structure(s) including access control building, pavement(s), fencing, landscaping, utilities, etc. can be located anywhere on the lot. Access control building may not reduce the vehicular accessibility width below requirements for Emergency Vehicular Access. MASTER SITE PLAN The master site plan for the development can be found within this document as Exhibit A – Master Site Plan. SITE DEVELOPMENT PLAN The layout of the streets, pedestrian accessibility, lot buildable area, and open space for the development can be found within this document as Exhibit B – Site Development Plan. SITE SECTION VIEWS The typical section views of the development can be found within this document as Exhibit C – Site Section Views. LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) EXHIBITS EXHIBIT A – MASTER SITE PLAN EXHIBIT B – SITE DEVELOPMENT PLAN EXHIBIT C – SITE SECTION VIEWS LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) EXHIBIT A – MASTER SITE PLAN LOT INFORMATION Lot Type Total Lot Type A 166 Residential B 88 Residential C 24 Residential D 1 Community Center and Recreation E 27 Open Area P1 4 Park P2 1 Park V1 4 Access V2 2 Access 317 LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) EXHIBIT B1 – SITE DEVELOPMENT PLAN DEVELOPMENT INFORMATION Description Total Maximum Density (Units / Gross Acre) 7.08 Minimum Site Area (Acre) 39.129 Minimum Site Width (Feet) 1,117 Minimum Lot Area (Square Feet) Residential = 3,200 Other = 26 Minimum Lot Width (Feet) Residential = 40 Other = 18 Minimum Open Space (Percent of Total Unit) Type A = 33% Type B = 30% Type C = 30% Type D = 45% Minimum Open Space (Percent of Total Development) 33% LOT INFORMATION Lot Type Total Total Square Feet (SFT) A 167 667,806 B 86 275,200 C 24 88,233 D 1 104,601 E 27 152,753 P1 4 41,048 P2 1 81,261 V1 4 249,583 V2 2 43,981 316 1,704,466 LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) EXHIBIT B2 – SITE DEVELOPMENT PLAN Typical Residential Lot Type A Typical Residential Lot Type B Typical Residential Lot Type C 10-Foot Utility Easement 10-Foot Street Yard Requirement Setback Type D Setback Type D Setback Type B Setback Types Type A Setback – 5-foot for Home and Decks Type B Setback – 2-foot for Home, Decks, and Carports. Must abut to a Setback Type C or Non-Buildable lot. Type C Setback – 8-foot for Home, Decks, and Carports. Must abut to a Setback Type B or Type C or Non-Buildable lot. Type D Setback – 5-foot for Home, Decks, and Carports. Must abut to a Setback Type D or Non-Buildable Lot. Type E Setback – 6-foot for Home and Decks. Must abut a Setback Type E or Type F or Non-Buildable Lot. Type F Setback – 4-foot for Home and Decks. Must abut a Setback Type E or Non- Buildable Lot. Type G Setback – 8-foot for Home and Decks. Must abut a Setback Type D or Type H or Non-Buildable Lot. Type H Setback – 2-foot for Home and Decks. Must abut a Setback Type G or Non- Buildable Lot. 10-Foot Utility Easement 10-Foot Utility Easement 16-Foot Street Yard Requirement 24-Foot Street Yard Requirement Setback Type A Setback Type C Setback Type E Setback Type F Setback Type H Setback Type G LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) EXHIBIT C – SITE SECTION VIEWS LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) LA VILLA HERMOSA PLANNED UNIT DEVELOPMENT (PUD) PLANNING COMMISSION FINAL REPORT Case No. 0920-02 INFOR No. 20ZN1022 Planning Commission Hearing Date: September 30, 2020 Applicant & Legal Description Owner: GMG Partners, LP. Applicant: AmeriCasa – Corpus Christi, LLC. Location Address: 614, 702, 718 south Navigation Boulevard Legal Description: Being a tract of land compiled from two tracts of land, a 19.497 acre tract, described in Doc#2014004931, official public records of Nueces County, Texas and a 19.632 Acre Tract, described in Doc#2014004928, official public records of Nueces County, Texas, Both tracts of land are out of Lot 1, Block 10, J.C. Russell Farm Blocks, as shown on a map recorded in Volume 28, Pages 58- 59, Map Records of Nueces County, Texas, located along the east side of south Navigation Boulevard, north of Bear Lane, west of Old Brownsville Road and south of Santa Elena Street. Zoning Request From: “IL/SP” Light Industrial District with a Special Permit To: “RS-4.5/PUD” Single-Family District and a Planned Unit Development Overlay Area: 39.129 acres Purpose of Request: To allow for a master planned Single-Family Residential Community to be developed in a two-phase development consisting of 277 single- family residential units, a community center and recreational area, five parks, and multiple open areas. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site “IL” Light Industrial Vacant Medium Density Residential North “IL” Light Industrial Light Industrial Medium Density Residential South “IL” Light Industrial Vacant Medium Density Residential East “RS-6” Single-Family 6 Vacant Medium Density Residential West “RS-6” Single-Family 6 Vacant Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for a Medium Density Residential use. The proposed rezoning to the “RS-4.5/PUD” Single-Family 4.5 District and a Planned Unit Development Overlay is consistent with the adopted Future Land Use Map. Map No.: 050042 City Council District: 3 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 1,100 feet of street frontage along south Navigation Boulevard which is designated as a “A1” Minor Arterial. According to the Urban Transportation Plan, “A1” Minor Arterial can convey a capacity between 15,000 to 24,000 Average Daily Trips (ADT). Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume South Navigation Boulevard “A1” Minor Arterial 95’ ROW 64’ paved 76’ ROW 35’ paved 3,467 ADT (2012) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the “IL” Light Industrial District to the “RS-4.5/PUD” Single-Family District and a Planned Unit Development Overlay to allow for a master planned Single-Family Residential Community to be developed in a two-phase development consisting of 277 single-family residential units, a community center and recreational area, five parks, and multiple open areas. Development Plan: The subject property is 39.129 acres in size. The proposed use is a development consisting of 277 single-family residential units, a community center and recreational area, five community parks, and multiple open areas. The La Villa Hermosa Planned Unit Development (PUD) is a Master Planned Community that is located on South Navigation Boulevard between Agnes Street and Old Brownsville Road. The master planned community will consist of a community center, recreational area, and parks for the residents of custom manufactured homes. The community will be managed by on-site management. The residents will own a custom home allowing opportunities for the future. The following table compares the proposed PUD development standards and the Unified Development Code (UDC) standards for the “RMH” Manufactured Home District, the “RS-4.5” Single-Family 4.5 District, and notes all necessary deviations from the UDC being requested by the applicant. Minimum Dimensions “RMH” District Standards “RS-4.5” District Standards Proposed PUD Deviation Maximum Density (Units / Gross Acre 8 - 7.08 Yes Minimum Site Area (Acre) 8 - 8 No Minimum Site Width 300 ft. - - No Minimum Lot Area 4,500 sf. 4,500 sf. Residential = 3,200 sf. Other = 0 Yes Minimum Lot Width - 45 ft. Residential = 40 ft. Other = 0 Yes Minimum Street Yard 20 ft. 20 ft. 20 ft. No Staff Report Page 3 Minimum Street Yard (Corner) Back -to-Back 20 ft. 10 ft. 10 ft. No Minimum Street Yard (Corner) Back -to-Face 20 ft. 20 ft. 10 ft. Yes Minimum Side Yard Single 6 ft. 5 ft. 2 ft. Yes Minimum Side Yard Total 20 ft. 10 ft. 10 ft. No Minimum Rear Yard 10 ft. 5 ft. 5 ft. No Minimum Open Space - 30% 30% No Maximum Height 35 ft. 35 ft. 35 ft. No Paved Street Width 28 ft. 28 ft. 20 ft. Edge to Edge Yes R.O.W. Width 50 ft. 50 ft. 26 ft. Yes Curb Type 6-in. curb & gutter 6-in. curb & gutter - Yes Parking Requirement 2 spaces per unit 2 spaces per unit 3 spaces per unit Yes Sidewalks 4 ft. on both sides 4 ft. on both sides 5 ft. on one side Yes Buffer Yard Type D (20-feet and 20-points) Type D (20- feet and 20- points) 20-feet and a 7-foot wooden screening fence Yes Existing Land Uses & Zoning: The subject property is currently zoned “IL” Light Industrial District and consists of vacant property and was annexed in 1954. The subject property is the site of a former burrow pit for the excavation of sand and other materials. The excavation use was granted by Special Permit in 2015. One of the conditions of the Special Permit is the site must be restored to its original condition prior to the excavation use. The City has monitored through multiple excavation permits that the operation follows all TCEQ guidelines. The restoration of the site is going through a similar process, including soil samples and engineering, to ensure it is safe for a single-family subdivision. To the north is a vacant property zoned “IL” Light Industrial District. To the south are vacant properties zoned “IL” Light Industrial District. Further to the south is an apartment complex (Navigation Point Apartments) and a single family subdivision Village on the Green). To the west across south Navigation boulevard is a vacant property zoned “RS-6” Single- Family 6. To the west are vacant properties zoned “RS-6” Single-Family 6. AICUZ: The subject property is not located in one of the Navy’s Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is platted. However, the property will be replatted as part of the Planned Unit Development (PUD) rezoning process. Utilities: Water: 12-inch PVC line located along south Navigation Boulevard. Staff Report Page 4 Wastewater: 24-inch CIPP line located along the rear property line. Gas: 6-inch service line located along south Navigation Boulevard. Storm Water: 42-inch line along the north and south side of the property line. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for a Medium Density Residential use. The proposed rezoning to the “RS-4.5/PUD” Single-Family 4.5 District and Planned Unit Development Overlay is consistent with the adopted Westside ADP. The proposed rezoning is consistent with the following policies of the Comprehensive Plan (Plan CC): •Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). •Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. (Future Land Use, Zoning, and Urban Design Policy Statement 1). •Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods (Future Land Use, Zoning, and Urban Design Policy Statement 3). Department Comments: •The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC) and the Westside Area Development Plan. The proposed rezoning is also compatible with the future land use and does not have a negative impact upon the adjacent properties. •The subject property is suitable for the uses proposed by this rezoning. •This PUD utilizes decreased lot sizes and right-of-way width, while still observing maximum building heights, and open space requirements. •The property is designated as per the future land use as medium density residential. As per Plan CC, medium density residential consists of between 4 and 13 units per acre. The proposed PUD is set as approximately 7.08 units per acre and is therefore in compliance with the future land use designation. •The average lot size is approximately: Lot Type A: 3,998 square feet Lot Type B: 3,200 square feet Lot Type C: 3,676 square feet •The typical street standard for a local/residential street is a 50 foot wide right-of-way with a 28 foot wide paved street surface. The applicant is requesting a reduced right-of-way width of 26 feet with a 20 foot wide paved street surface. •The PUD has been reviewed by the Technical Review Committee (TRC). Staff finds that the proposed deviations are acceptable. Planning Commission and Staff Recommendation (September 30, 2020): Approval of the change of zoning from the “IL/SP” Light Industrial District with a Special Permit to the “RS-4.5/PUD” Single-Family 4.5 District and Planned Unit Development Overlay with the following conditions: 1.Planned Unit Development Guidelines and Master Site Plan: The Owners shall develop the Property in accordance with The La Villa Hermosa Planned Unit Development (PUD) Guidelines and Master Site Plan. The development of the Property is to consist of 277 single- family lots, 27 open areas, 5 parks, and 1 community center. On-site management will be present at the development at all times and enforce all parking and maintenance requirements. Staff Report Page 5 2.Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 7.08 dwelling units per acre. 3. Parking: The property must have a minimum of 3 parking spaces (9 feet wide by 18 feet long) per dwelling unit. Parking standards for community center and recreation lot uses are set a 2.4 parking space for every 1000 square feet of gross floor area. Parking is prohibited within the private street and pedestrian walkways. 4.Setbacks and Lot Width: Minimum front yard setbacks for all lots shall be ten feet and on a corner ten feet. 5.Open Space: The Property must maintain a minimum of 30% open space. Any surfaces constructed within the required open space must be constructed of pervious material. 6.Private Street Access: The 2-way private access drive shall not be less than 20 feet and the 1 foot ribbon curb shall be striped or marked to indicate “Fire Lane/No Parking.” 7.Pedestrian Access: Sidewalks shall be 5 feet wide on one side of the private street and shall be constructed and maintained as identified on the master site plan. 8.Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 9.Time Limit: An approved development plan shall expire 24 months after the date that the development plan was approved, unless a complete building permit application has been submitted or, if no building permit is required, a certificate of occupancy has been issued.Public Notification Number of Notices Mailed – 11 within 200-foot notification area 5 outside notification area As of September 25, 2020: In Favor – 0 inside notification area – 0 outside notification area In Opposition –6 inside notification area – 0 outside notification area Totaling 28.08% of the land within the 200-foot notification area in opposition. (3/4 Vote Required) Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) C. Planned Unit Development (PUD) Guidelines and Master Site Plan Staff Report Page 6 Staff Report Page 7 Staff Report Page 8 Staff Report Page 9 GMG Partners, LP. Rezoning for a Property at 702 South Navigation Boulevard From “IL” To “RS-4.5/PUD” Zoning Case #0920-02 N City Council December 8, 2020 2 Aerial Overview 3 Zoning Pattern 4 PUD Deviations Minimum Dimensions “RS-4.5” District Standards Proposed PUD Deviation Minimum Open Space 30%30%No Minimum Lot Width 45 ft.40 ft.Yes Minimum Lot Area 4,500 square feet 3,200 square feet Yes Minimum Front Setback 20 ft. 20 ft.No Minimum Street Corner 10 ft.10 ft.No Minimum Side Yard 5 ft.2 ft.Yes Minimum Rear Yard 5 ft.5 ft.No Minimum Building Separation 10 ft.10 ft.No Maximum Building Height 35 ft.35 ft.No Sidewalks 5 ft. both sides 5 ft. one side, tied Yes ROW Width 50 ft.26 ft.Yes Paved Street Width 28 ft.20 ft.Yes Curb Type 6 in. curb & gutter 0 Yes Parking Requirement 2 spaces per unit 3 spaces per unit Yes 5 PUD Concepts 6 Planning Commission and Staff Recommendation Approval of the “RS-4.5/PUD” Single-Family 4.5 District With a Planned Unit Development 7 PUD Conditions 1. Planned Unit Development Guidelines and Master Site Plan: The Owners shall develop the Property in accordance with The La Villa Hermosa Planned Unit Development (PUD) Guidelines and Master Site Plan. The development of the Property is to consist of 277 single-family lots, 27 open areas, 5 parks, and 1 community center. On-site management will be present at the development at all times and enforce all parking and maintenance requirements. 2. Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 7.08 dwelling units per acre. 3. Parking: The property must have a minimum of 3 parking spaces (9 feet wide by 18 feet long) per dwelling unit. Parking standards for community center and recreation lot uses are set a 2.4 parking space for every 1000 square feet of gross floor area. Parking is prohibited within the private street and pedestrian walkways. 8 PUD Conditions 4. Setbacks and Lot Width: Minimum front yard setbacks for all lots shall be ten feet and on a corner ten feet. 5. Open Space: The Property must maintain a minimum of 30% open space. Any surfaces constructed within the required open space must be constructed of pervious material. 6. Private Street Access: The 2-way private access drive shall not be less than 20 feet and the 1-foot ribbon curb shall be striped or marked to indicate “Fire Lane/No Parking.” 9 PUD Conditions 7. Pedestrian Access: Sidewalks shall be 5 feet wide on one side of the private street and shall be constructed and maintained as identified on the master site plan. 8. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 7. Time Limit: An approved development plan shall expire 24 months after the date that the development plan was approved, unless a complete building permit application has been submitted or, if no building permit is required, a certificate of occupancy has been issued. 10 Public Notification 11 Notices mailed inside 200’ buffer 5 Notices mailed outside 200’ buffer Notification Area Opposed: 6 (28.08%) In Favor: 0 X X X X X X 11 UDC Requirements Buffer Yards: RS-4.5 to RS-6: N/A RS-4.5 to IL: Type D: 20’ & 20 pts Setbacks: Street: 20 feet Side/Rear: 5 feet Parking: N/A Landscaping, Screening, and Lighting Standards Uses Allowed: Single-family Detached House, Group home (6 or Fewer Residents), Community Home, Educational Facility Uses, Parks and open Area Uses, Places of Worship Uses, Utilities Minor 12 PUD Concepts Alternative to the Hammer Head 13 Utilities Water: 12-inch PVC Wastewater: 24-inch CIPP Gas: 6-inch line Storm Water: 42-inch line DATE: November 30, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 CAPTION: Zoning Case No. 1020-02, Mustang Island, LLC.: (District 4) Ordinance rezoning property at or near 7213 State Highway 361 from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District. SUMMARY: The purpose of the zoning request is to allow for the development a 90 guest room hotel having 4 stories and a total area of 64,160 square feet and allow for the construction of an RV Park north of the road entrance. BACKGROUND AND FINDINGS: The subject property is 17.034 acres in size. The subject property is currently zoned “RM-AT” Multifamily AT District and consists of vacant property and has remined undeveloped since annexation in 2001. Approximately, five acres will be for the development of the overnight accommodation (hotel) use. The remining twelve acres will be for the development of the proposed recreational vehicle park. Plans have not yet been submitted for the project. Conformity to City Policy The subject property is located within the boundaries of the Mustang-Padre Island Area Development Plan and is planned for a Planned Development use. The proposed rezoning to the RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, does not have a negative impact upon the adjacent properties, and is compatible with the Future Land Use map. The City encourages expanded and additional recreation vehicle areas to serve tourists. Rezoning of proposed resort commercial use east of State Highway 361 and in proximity to the gulf beach should be encouraged. This will be the only RV zoning district in the city portion outside of the state park between Park Road 22 and Port Aransas. Encouraging this zoning district will open up commercial, retail and other amenities that would stimulate tourism. The City encourages expanded and additional hotel areas to serve tourists. Rezoning of proposed resort commercial use east of State Highway 361 and in proximity to the gulf beach should be encouraged. Rezoning a property at or near 7213 State Highway 361 AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 12/08/20 Second Reading Ordinance for the City Council Meeting 1/12/21 Public Input Process Number of Notices Mailed 41 within 200-foot notification area 5 outside notification area As of November 30, 2020: In Favor 0 inside notification area 0 outside notification area In Opposition 21 inside notification area 0 outside notification area Totaling 22.31% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission recommended approval of the change of zoning from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District on October 14, 2020. ALTERNATIVES: 1. Denial of the change of zoning from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial 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 “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial 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. 1020-02, Mustang Island, LLC. (District 4). Ordinance rezoning property at or near 7213 State Highway 361 from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District. WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code (“UDC”) and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being 4.999 acre tract being a portion of a 30.00 acre tract surveyed August 7, 2019 by Brister Surveying, said 30.00 acre tract as described in a deed recorded in File No. 2014040031, Deed Records of Nueces County, Texas, and being out of the J. W. Waterbury Survey No. 596, Abstract 408, Land Script 167, Mustang Island, Nueces County, Texas as shown in Exhibit “A”: from the “RM-AT” Multifamily AT District to the “CR-2” Resort Commercial District. 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 and 12.035 acre tract being a portion of a 30.00 acre tract surveyed August 7, 2019 by Brister Surveying, said 30.00 acre tract as described in a deed recorded in File No. 2014040031, Deed Records of Nueces County, Texas and being out of the J. W. Waterbury Survey No. 596, Abstract 408, Land Script 167, Mustang Island, Nueces County, Texas as shown in Exhibit “B”: from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District. Page 2 of 7 The subject properties are located at or near 7213 State Highway 361. Exhibit A and B, which are 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. 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 7 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor Page 4 of 7 Exhibit A Page 5 of 7 Page 6 of 7 Exhibit B Page 7 of 7 PLANNING COMMISSION FINAL REPORT Case No. 1020-02 INFOR No. 20ZN1023 Planning Commission Hearing Date: October 14, 2020 Applicant & Legal Description Owner: Mustang Island, LLC. Applicant: John Pietrobon Location Address: 7213 State Highway 361 Legal Description: Being 4.999 acre tract being a portion of a 30.00 acre tract surveyed August 7, 2019 by Brister Surveying, said 30.00 acre tract as described in a deed recorded in File No. 2014040031, Deed Records of Nueces County, Texas, and being out of the J. W. Waterbury Survey No. 596, Abstract 408, Land Script 167, Mustang Island, Nueces county, Texas and 12.035 acre tract being a portion of a 30.00 acre tract surveyed August 7, 2019 by Brister Surveying, said 30.00 acre tract as described in a deed recorded in File No. 2014040031, Deed Records of Nueces County, Texas and being out of the J. W. Waterbury Survey No. 596, Abstract 408, Land Script 167, Mustang Island, Nueces County, Texas 12.035 acre tract being a portion of a 30.00 acre tract surveyed August 7, 2019 by Brister Surveying, said 30.00 acre tract as described in a deed recorded in File No. 2014040031, Deed Records of Nueces County, Texas, and being out of the J.W. Waterbury Survey No. 596, Abstract 408, Land Script 167, Mustang Island, Nueces County, Texas, located along the east side of State Highway 361, south of Beach View Drive, and north of La Concha Boulevard. Zoning Request From: “RM-AT” Multifamily AT To: “RV” Recreational Vehicle Park and “CR-2” Resort Commercial Area: 17.034 total acres Purpose of Request: To develop a 90 guest room hotel having 4 stories and a total area of 64,160 square feet and allow for the construction of an RV Park north of the road entrance. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site “RM-AT” Multifamily AT Vacant Planned Development North “RM-AT” Multifamily AT Vacant Planned Development South “RM-AT” Multifamily AT PUD Vacant and Low Density Residential Planned Development East “RM-AT” Multifamily AT Vacant Planned Development West “FR” Farm Rural Vacant Planned Development Staff Report Page 2 ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Mustang-Padre Island Area Development Plan and is planned for a Planned Development use. The proposed rezoning to the “RV” Recreational Vehicle Park and “CR-2” Resort Commercial is consistent with the adopted Comprehensive Plan (Plan CC) and is consistent with the Future Land Use map. Map No.: 022037 City Council District: 4 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 700 feet of street frontage along State Highway 361 which is designated as a “RA3” Primary Rural Arterial Divided. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume State Highway 361 “RA3” Primary Rural Arterial Divided 250’ ROW 76’ paved 120’ ROW 45’ paved 25,305 ADT (2015) SSSSSSsStaff Summary: Requested Zoning: The applicant is requesting a rezoning from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District to allow for a 90 guest room hotel having 4 stories and a total area of 64,160 square feet and allow for the construction of an RV Park north of the road entrance. Development Plan: The subject property is a total of 17.034 acres in size. The proposed use is a 90 guest room hotel having 4 stories and a total area of 64,160 square feet with approximately 136 parking spaces and an RV Park to the north of the road entrance. Existing Land Uses & Zoning: The subject property is currently zoned “RM-AT” Multifamily AT and consists of vacant property and has remained undeveloped since annexation in 2001. To the north is a vacant property zoned “RM-AT” Multifamily AT. To the south are vacant properties zoned “RM-AT” Multifamily AT with one single family home. To the west across State Highway 361 is a vacant property zoned “FR” Farm Rural. To the east is a vacant properties zoned “RM-AT” Multifamily AT. 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 ACP line located along State Highway 361 Wastewater: None Staff Report Page 3 Gas: None Storm Water: None Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Mustang-Padre Island Area Development Plan and is planned for a Planned Development use. The proposed rezoning to the “RV” Recreational Vehicle Park and “CR-2” Resort Commercial is consistent with the adopted Comprehensive Plan (Plan CC) and is consistent with the Future Land Use map. The following policies should be considered: •Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). •Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. (Future Land Use, Zoning, and Urban Design Policy Statement 1). Department Comments: •The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, does not have a negative impact upon the adjacent properties, and is compatible with the Future Land Use map. • 38TThe City encourages expanded and additional recreation vehicle areas to serve tourists. Rezoning of proposed resort commercial use east of 38TState Highway 36138T and in proximity to the gulf beach should be encouraged. This will be the only RV zoning district in the city portion outside of the state park between Park Road 22 and Port Aransas. Encouraging this zoning district will open up commercial, retail and other amenities that would stimulate tourism. 38TThe City encourages expanded and additional hotel areas to serve tourists. Rezoning of proposed resort commercial use east of 38TState Highway 36138T and in proximity to the gulf beach should be encouraged. U Planning Commission and Staff Recommendation (October 14, 2020): Approval of the change of zoning from the “RM-AT” Multifamily AT District to the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District. Public Notification Number of Notices Mailed – 41 within 200-foot notification area 5 outside notification area UAs of November 30, 2020U: In Favor –0 inside notification area – 0 outside notification area In Opposition –21 inside notification area – 0 outside notification area Totaling 22.31% 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) Staff Report Page 4 Staff Report Page 5 Staff Report Page 6 Applicant submitted Mustang Island, LLC. Rezoning for a Property at 7213 State Highway 361 From “RM-AT” To “RV” and “CR-2” Zoning Case #1020-02 N City Council December 8, 2020 2 Aerial Overview 3 Adjacent Development 4 Zoning Pattern 5 Approval of the “RV” Recreational Vehicle Park District and “CR-2” Resort Commercial District Planning Commission and Staff Recommendation 6 Public Notification 41 Notices mailed inside 200’ buffer 5 Notices mailed outside 200’ buffer Notification Area Opposed: 21 (22.31%) In Favor: 0 X X X X XX X XXX X XXXX XX X X XX 7 UDC Requirements Buffer Yards: RM-AT to RV: N/A RM-AT to CR-2: Type A: 10’ & 5 pts Setbacks: Street: 20 feet Side: 0 feet Rear: 0 feet Parking: 1 per room (Hotel) Landscaping, Screening, and Lighting Standards Uses Allowed: Townhouse, Multifamily, Cottage Housing, Group Living, Medical, Park, and Overnight Accommodations. 8 Buffer Yards: RV to RM-AT: N/A RV to CR-2: Type A: 10’ & 5-points Rental Sites: Day or week only and no longer than 180 days in duration within the park. Accessory Uses: No more than 1/3 of park Barber shops, Beauty parlors, Car wash, Convenience grocery stores of less than 4,000 square feet, Day care centers, Dry cleaning receiving stations, Fuel sales, Restaurants excluding bars, taverns or pubs, and Self-service laundries UDC Requirements 9 Utilities Water: 12-inch ACP Wastewater: None Gas: None Storm Water: None AGENDA MEMORANDUM First Reading for the City Council Meeting of December 8, 2020 Second Reading for the City Council Meeting of January 12, 2021 DATE: November 9, 2020 TO: Peter Zanoni, City Manager THRU: Michael Rodriguez, Chief of Staff michaelrod@cctexas.com (361)826-3851 FROM: Jeffrey Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 CAPTION: Ordinance authorizing the renewal of a five-year ground lease with Haas-Anderson Construction, Ltd., Corpus Christi, TX, for a 3.89-acre City owned tract of land located on the former Hala Pit Landfill, next to the City’s vehicle impound yard off of Greenwood Drive, and authorizing an annual rental fee of $9,600.00. SUMMARY: The City of Corpus Christi owns a 25.06-acre abandoned landfill known as the Hala Pit located near Greenwood Drive and Holly Road. The Police Vehicle Impound Yard has been constructed on 11.2 acres of this landfill. The adjacent landowner, Haas Anderson Construction, Ltd., has requested a third lease renewal for a five-year term for 3.89 acres between their property and the City’s impound yard area. BACKGROUND AND FINDINGS: The former Hala Pit Landfill, 25.06 acres, was acquired by the City on March 26, 1965 from V. Hala and Marie Hala. This site is located west of Greenwood Drive and north of Holly Road as shown on the attached Location Map. The tract was acquired primarily for landfill operations as a disposal site. The landfill was operated as such until 1971. An affidavit of Closed Municipal Solid Waste Landfill was granted in August 2001. The notice places restrictions on the development or lease of the land as required by the Texas Health and Safety Code and Texas Administrative Five-Year Ground Lease Haas-Anderson Construction, Ltd. Code. The lot is zoned I-3, Heavy Industrial, and the land is suitable for surface use as a storage area of vehicles or equipment. No construction in permitted on this area. In 2005, Haas-Anderson Construction, Ltd., contacted the City to lease the southern 3.89-acre portion of the 25.06-acre tract. The City has leased out the tract of land to Haas-Anderson Construction, Ltd. for three 5-year terms. The current lease expired on September 30, 2020 and Haas-Anderson has submitted a written request to the City for the renewal of a five-year term for the continued use of the 3.89-acres. The City and Haas-Anderson have negotiated a renewal for another five-year term at the rental rate of $9,600.00 per year based on similar terms and conditions. The lease rate is calculated at 3.89 acres at a market value of $24,680 per acre with an annual rate of return of 10%. As part of the original lease, Haas-Anderson erected a chain link security fence between their property and the City’s remaining property. In addition, they have placed a caliche base on the leased area for their parking use. As part of the lease agreement, they will abide by the restrictions imposed by the Texas Health and Safety Code and the Texas Administrative Code for use of this closed landfill. ALTERNATIVES: If the City does not renew the lease with Haas-Anderson Construction Ltd., it will lose out on revenues and the land will remain vacant until future use is determined. FISCAL IMPACT: The fiscal impact in FY 2021 is the appropriation of the annual lease payment in an amount of $9,600.00 to the General Fund. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11020 General Government Mission Element: 888 Revenues Project # (CIP Only): n/a Account: 343400 Property Rentals RECOMMENDATION: City staff recommends passage of the Ordinance approving the five-year ground lease with Haas- Anderson Construction, Ltd. LIST OF SUPPORTING DOCUMENTS: Location Map Ordinance Ground Lease agreement Ordinance authorizing the renewal of a five year ground lease with Haas -Anderson Construction, Ltd., Corpus Christi, TX, for a 3.89-acre City-owned tract of land located on the former Hala Pit Landfill, next to the City’s vehicle impound yard off of Greenwood Drive, and authorizing an annual rental fee of $9,600.00. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is hereby authorized to execute a five-year ground lease with Haas-Anderson Construction, Ltd. for 3.89-acres of land located next to the City’s Vehicle Impound Yard off of Greenwood Drive, out of a 25.06-acre tract of city land formerly known as the Hala Pit Landfill, to be used by Haas-Anderson Construction, Ltd. for parking of construction equipment and vehicles, and approving the cash rental fee of $9,600.00 per year for the five-year term of October 1, 2020 to September 30, 2025. SECTION 2. This ordinance is effective upon final approval by the City Council, in compliance with the City Charter of the City of Corpus Christi. 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 ______________ Paulette M. Guajardo ________________ Everett Roy ______________ Gil Hernandez ________________ Greg Smith ______________ 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 ______________ Paulette M. Guajardo ________________ Everett Roy ______________ Gil Hernandez ________________ Greg Smith ______________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor