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HomeMy WebLinkAboutAgenda Packet City Council - 02/14/2023 Lw,A.,5r.,f,�r s City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 _ x w cctexas.com \ Meeting Agenda - Final-revised City Council Tuesday, February 14,2023 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Pastor, Larry Deering, Trinity Church of the Nazarene. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Javari Ayala, Senior at W.B. Ray High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: 1. 23-0332 Staff announcement as requested by the Audit Committee Chair, Councilman Gil Hernandez, of George Holland, City Auditor 2. 23-0331 Staff announcement of Scott Greene, Strategic Planning & Innovation Officer 3. 23-0335 FY 2023 Major Policy Initiatives 4. 23-0337 Labonte Park Expansion Update 5. 23-0333 Police Academy Ribbon Cutting on Thursday, February 16 City of Corpus Christi Page 1 Printed on 2/13/2023 City Council Meeting Agenda-Final-revised February 14,2023 F. PUBLIC COMMENT -APPROXIMATELY 12:00 P.M. To speak during this public comment period, you must sign up before the meeting begins. Each speaker is limited to a total of no more than 3 minutes per speaker. You will not be allowed to speak again on an item when the Council is considering the item. Time limits may be restricted further by the Mayor at any meeting. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Written comments may be submitted at cctexas.com/departments/city-secretary. Electronic media that you would like to use may only be introduced into the City system IF approved by the City's Information Technology (IT) Department at least 24 hours prior to the Meeting. Please contact IT at 826-3211 to coordinate. This is a public hearing for all items on this agenda. G. BOARD &COMMITTEE APPOINTMENTS: 6. 23-0254 Capital Improvements Advisory Committee (2 vacancies) Reinvestment Zone No. 2 (Island) Board (6 vacancies) Reinvestment Zone No. 4 (North Beach) Board (9 vacancies) H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 7 - 21) 7. 23-0255 Approval of the January 31, 2023 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 8. 23-0156 Ordinance authorizing acceptance of a grant in the amount of$154,059.50 from the State of Texas under the FY 2023 Bullet-Resistant Shield Grant for the purchase of 49 additional bullet-resistant shield for the Corpus Christi Police Department and appropriating $154,059.50 in the Police Grants Fund. sponsors: Police Department 9. 22-2002 Case No. 1022-01 Sun George Contracting and Development Company (District 4): Ordinance rezoning a property at or near 2626 Rodd Field Road, located along the east side of Rodd Field Road, south of Wooldridge Road, and north of Saratoga Boulevard (SH-357), from the "FR" farm Rural District to the "CN-1" Neighborhood Commercial District (Planning Commission and Staff recommend denial of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District, and in lieu thereof, approval of a change in zoning to the "CN-1" Neighborhood Commercial District). sponsors: Development Services City of Corpus Christi Page 2 Printed on 2/13/2023 City Council Meeting Agenda-Final-revised February 14,2023 10. 23-0075 Case No. 1222-01 ADR Investments (District 4): Ordinance rezoning properties at or near 810 Naval Air Station Drive, located at the southeast corner of Naval Air Station Drive and Claride Street, from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval of the rezoning request from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit). sponsors: Development Services 11. 23-0076 Case No. 1222-02 ADR Investments (District 4): Ordinance rezoning properties at or near 936 Waldron Road, located along the west side of Waldron Road, and north of Fawn Drive, from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval of the rezoning request from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit with Conditions). sponsors: Development Services Consent- Contracts and Procurement 12. 22-1883 Motion authorizing a three-year service agreement with AIITerra Central, Inc., of Austin, Texas, through the Texas DIR Cooperative to purchase three 3D laser scanning systems, onsite training, and software licenses for the Corpus Christi Police Department, an FY 2023 Budget Initiative, in an amount not to exceed $206,459.92, with FY 2023 funding in the amount of $71,432.20 from the General Fund and $135,027.72 from the Police Grants Fund. Sponsors: Police Department, Information Technology Services and Finance & Procurement 13. 22-2106 Resolution authorizing a one-year professional services agreement with TelResource, Inc., of San Antonio to provide telecom billing audit and correction services in exchange for a one-time payment of 30% of any billing recoveries and expense savings achieved by TelResource, with FY 2023 funding from the Information Service Technology Fund. sponsors: Information Technology Services and Finance &Procurement 14. 23-0052 Motion authorizing the execution of two three-year license agreements with Great South Texas Corp, dba Computer Solutions of San Antonio, through the DIR Cooperative, for enterprise software packages for a total amount of$1,779,750.54, with FY 2023 funding of$593,250.18 from the Information Technology Fund. sponsors: Information Technology Services and Finance &Procurement City of Corpus Christi Page 3 Printed on 2/13/2023 City Council Meeting Agenda-Final-revised February 14,2023 15. 23-0190 Motion authorizing the purchase of a three-year service agreement with Great South Texas Corp, dba Computer Solutions of San Antonio, through the DIR Cooperative, in an amount of$448,194.60 for the renewal of the Cisco Phone System License for the Information Technology Department, with FY 2023 funding of$149,398.20 from the Information Technology Fund. sponsors: Information Technology Services and Finance &Procurement 16. 22-2104 Resolution authorizing execution of Amendment No. 2 to the master software licensing agreement with AssetWorks, Inc. of Wayne, Pennsylvania, for the purchase and installation of a MobileFocus Edge software module and to renew hosting, maintenance, and support for Fleet Services for a five-year period in a total amount of$769,791.67, with FY 2023 funding of$189,100.04 from the Fleet Maintenance Services Fund. sponsors: Asset Management Department and Finance & Procurement 17. 23-0184 Resolution authorizing the acquisition of 165 vehicles and equipment by specific departments, of which 160 units are outright purchases and 5 units are lease-purchases through JP Morgan, totaling $7,748,323.84, with such items to be acquired in the manner, at the amounts, and from the sources stated, with FY 2023 funding of$7,162,287.58 and the remaining balance of$586,036.26 for lease-purchase items to be funded through the annual budget process. sponsors: Asset Management Department and Finance & Procurement Consent- Capital Projects 18. 23-0131 Motion awarding a construction contract to Mako Contracting, Corpus Christi, Texas, for reconstruction of Hearn Road from Callicoatte Road to Dead End with new asphalt pavement, sidewalks and utility improvements, located in Council District 1, in an amount of$5,411,934.01 with FY 2023 funding available from the Bond 2020 Proposition A, Storm Water, Wastewater, and Water Capital Funds. Sponsors: Engineering Services, Public Works/Street Department and Contracts and Procurement General Consent Items 19. 23-0199 Resolution authorizing submission of a grant application for$153,027.00 to the State of Texas, Criminal Justice Division, under the Body-Worn Camera Grant Program with a City cash match of$51,009.00 to equip Corpus Christi Police Department sworn officers with 100 additional body-worn cameras and related equipment. sponsors: Police Department 20. 23-0291 Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax City of Corpus Christi Page 4 Printed on 2/13/2023 City Council Meeting Agenda-Final-revised February 14,2023 Revenue Refunding Bonds, Taxable Series 2023 (Arena Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of the bonds; and providing an effective date. sponsors: Finance &Procurement Consent-First Reading Ordinances 21. 23-0086 Ordinance appropriating $937,072.64 from an increase in the Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2022, through July 31, 2024, for activities to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities. sponsors: Health Department J. RECESS FOR LUNCH K. PUBLIC HEARINGS: L. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 22 - 23) 22. 23-0278 Resolution in support of the proposed 9% Low-income Housing Tax Credits for a projected 74-unit affordable housing project known as Corpus Christi Lofts at 6502 Holly Road to be developed by Structure Development and MRE Capital, LLC. sponsors: Neighborhood Services 23. 23-0279 Resolution in support of the proposed 9% Low-income Housing Tax Credits for a projected 58-unit affordable housing project known as Weber Lofts at Weber Road and Capitol Drive to be developed by Creative Urban Multifamily, LLC and ALMA Weber GP. sponsors: Neighborhood Services M. BRIEFINGS: (ITEM 24) 24. 22-2078 Short-Term Rentals Briefing: Six-month update providing a status report on permitting, code enforcement, and technology being utilized to implement the STR program. sponsors: Planning Department N. EXECUTIVE SESSION: (ITEM 25) 25. 23-0280 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, City of Corpus Christi Page 5 Printed on 2/13/2023 City Council Meeting Agenda-Final-revised February 14,2023 lease, and/or value of property on Holly Road, near Los Robles Street, for warehouse expansion and other purposes, and Texas Government Code § 551.072 to discuss and deliberate the potential purchase, exchange, and/or value of the aforementioned areas of said real property. O. ADJOURNMENT City of Corpus Christi Page 6 Printed on 2/13/2023 CITY OF CORPUS CHRISTI OFFICE OF THE CITY MANAGER TO: Executive Team FROM: Peter Zanoni, City Mana SUBJECT: City Auditor DATE: February 1, 2023 After conducting a local and national recruitment search, the Mayor & City Council voted to hire George Holland as the new City Auditor. Mr. Holland's first day with the City of Corpus Christi was Monday, January 30. Before joining the City of Corpus Christi, Mr. Holland served as the Risk& Compliance Director for Uplight, Inc. In this role, he led risk and compliance functions and was responsible for company-wide insurance, audit, and enterprise risk management functions. Mr. Holland has 22 years of professional auditing experience working in large organizations nationwide. Throughout his 22-year career, Mr. Holland has overseen numerous major audit projects that involved risk and compliance planning, issue findings reporting, and process improvement implementation. Mr. Holland holds a Bachelor of Science degree in Economics and Accounting from Texas A&M University—College Station. He obtained the Certified Internal Auditor designation from the Institute of Internal Auditors and is a Certified Information Systems Auditor from the Information Systems Audit & Control Association. CITY OF CORPUS CUIRISTI OFFICE OF THE CITY MA:NAGFR TO: Mayor and. City Council FROM: PeterLanoni, City Manage , COPY: Executive "l-earn SL1BM'.("I": Staff A11illllllli`L' I)CIlt PIA1111ills" & fnnON1104wlt Oflicer- DATE: February 1. 2023 I have appointed Scott Grccne as Strategic Planning &: Innovation Ofticcr. c ednc,;darr. February 1. Scott has been with the City since January 2021 and has been the Interim strategic Planning &: Innovation Officer since October 2022. Scott previously served as the Or-antrational Development Manager in the Human Resources Department. In this role. lie was responsible for evaluating program effectiveness. diagnosing potential shortfalls and problem areas. and developing organizational strategies to support the City's overall system. Scott created the City's first-ever Process Improvement 'I'eani and was selected by the \layor's Office and me to lead the Harvard K Bloomberg Innovation 'I"rack program. Scott has 25 years of experience in process improvement and workforce development while leading diverse teaiws ol'professionals across various governmental agencies. Scott holds:1 11"IcilJor ol',c knee I•ronl 5outh\k- stern Colle�,e and a Master of Arts from Brandman I- t !niN cr it 't.'hapizl,nl l .111%crsi1\ S�stein. i le is a 25-y cmr %cteran oi'thc Llnited States Air Force. Attachment: Updated City Organizational Chart FY 2023 Major Policy List 1. City Council Retreat (Deputy City Manager) 2. City Council FY 2024 Budget Goalsetting Session (Deputy City Manager/Chief Financial Officer) 3. Property Tax Exemption(s) (Chief Financial Officer) 4. Industrial District Agreements (Chief Financial Officer/Legal) 5. Impact Fees (Development Services) 6. Hillcrest Area next steps, incl. MLK/Buffalo Corridor Review (Planning) 7. Bond 2022 Implementation - Mass Selection Contract Awards (Engineering) 8. Street User Fee Renewal (Public Works) 9. TIRZ#2 ILA and Participation (Chief Financial Officer/Legal) 10. Type A Next Steps (Chief Financial Officer) 11. Emergency Operations Center Study (Fire) 12. Dissolution of Emergency Services District - Flour Bluff(Fire/Legal) 13. Police Collective Bargaining Agreement (Police/Deputy City Manager/Human Resources/Legal) 14. Municipal Court Operating Review (Municipal Court) 15. Mary Rhodes Pipeline Assessment (CCW) 16. Seawater Desalination Plant (CCW) 17. Barney Davis Evaluation (CCW) 18. Evangeline Water (CCW) 19. Aquifer Storage and Recovery (CCW) 20. Drought/Water Conservation Plan (CCW) 21. American Bank Center (ABC) Operations (Elsy B.) 22. ABC Facility Improvement Plan - priority projects/funding) (Elsy B.) 23. Convention Center Hotel and Convention Center Expansion (Elsy B.) 24. Electrical System Upgrade Plan (Airport) 25. Sherrill Park Master Plan (Parks& Recreation) Prepared by CMO—2/6/23 GROUNDBREAKING NAM I v POLICE TRAININGA EIS Y Thursday, February 26.,2023 6902 Yorktown Boulevard CAPITAL IMPROVEMENTS ADVISORY COMMITTEE Two(2)vacancies with terms concurrent with City Council.Each Council Member and Mayor will nominate a member and the City Manager will nominate the remaining six(6)members subject to confirmation by the full Council. Duties The committee shall serve in an advisory capacity;advise and assist the City Council in adopting land use assumptions;review the capital improvements plan,land use assumptions and impact fees,and file written comments in accordance with Chapter 395 of the Texas Local Government Code;monitor and evaluate the implementation of the capital improvements plan;file semiannual reports with respect to the progress of the capital improvements plan and report to City Council any perceived inequities in implementing the plan or imposing the impact fee;and advise the City Council of the need to update or revise the land use assumptions,capital improvements plan,and impact fee.Other duties as assigned by City Council that relate to impact fees. Composition The Capital Improvements Advisory Committee shall consist of 15 members appointed by City Council of which at least six shall be representatives of the real estate, development,or building industry(RE/DEV/BI)who are not employees or officials of a political subdivision or governmental entity and one member shall be a representative of the City's extraterritorial jurisdiction(ETJ)if impact fees are proposed for that area.Each City Council Member and the Mayor will nominate a member and the City Manager will nominate the remaining six members.Quorum shall consist of eight members. Creation/Authority Meets Member size Term Length Term Limit Liaison Ordinance 032514 8-17-2021 11:30 a.m.,Kleberg Bank Community 15 3 years&concurrent 6 years Ruth Bocchino Rm. 5350 S.Staples with Council terms Name District Term Appt.date End date Appointing Authority Position Status Category Council Member Gil Moses Mostaghasi District 5 1 2/14/2023 11/1/2024 City Council Hernandez's Rep. Nominee RE/DEV/BI Council Member Jim Coretta Graham District 3 1 2/14/2023 11/1/2024 City Council Klein's Rep. Nominee Development City Manager with Anne S.Mahaffey District 3 1 8/17/2021 8/16/2023 Council Confirmation City Manager Active Development Other/Non- City Manager with City's Extraterritorial Alex H.Harris Resident 1 8/17/2021 8/16/2023 Council Confirmation City Manager Active Jurisdiction City Manager with Melody Nixon-Bice District 5 1 9/14/2021 8/16/2023 Council Confirmation City Manager Active Development City Manager with Velda G.Tamez District 4 1 8/17/2021 8/16/2023 Council Confirmation City Manager Active RE/DEV City Manager with Jonathan Gonzalez District 5 Partial 1/24/2023 18/16/2023 Council Confirmation City Manager Active RE/DEV/BI 2-14-2023 Name District Term Appt.date End date Appointing Authority Position Status Category City Manager with Patricia A.Aitken District 2 Partial 7/19/2022 8/16/2023 Council Confirmation City Manager Active Real Estate Council Member Everett Bart Braselton District 5 1 1/24/2023 11/1/2024 City Council Roy's Rep. Active RE/DEV/BI Philip"Chad"C Council Member Roland SkrobarczykJr District 4 1 1/24/2023 11/1/2024 City Council Barrera's Rep. Active Building Industry Council Member Sylvia Eli McKay District 1 1 1/24/2023 11/1/2024 City Council Campos'Rep. Active Council Member Dan A Hart District 4 1 1/24/2023 11/1/2024 City Council Suckley's Rep. Active Council Member Michael Rudy Garza Jr. District 1 2 8/17/2021 11/1/2024 City Council T.Hunter's Rep. Active Real Estate Council Member Mike Trey Summers District 4 2 8/17/2021 11/1/2024 City Council Pusley's Rep. Active RE/DEV/BI Mayor Paulette Hailey R.Gonzalez District 5 1 6/28/2022 11/1/2024 City Council Guajardo's Rep. Active Building Industry 2-14-2023 CAPITAL IMPROVEMENTS ADVISORY COMMITTEE Applicants Name District Status Category Representative Real Estate Development Brian Banks District 5 Applied Building Industry Coretta Graham* District 3 Applied Development Council Member Klein's nominee John C. Holmgreen Jr. District 2 Applied George E. Laster Jr. District 5 Applied Development Real Estate Development Moses Mostaghasi District 5 Applied Building Industry lCouncil Member Hernandez's nominee Chris A Pena I District 3 jApplied IDevelopment *Currently serves on the Building Standards Board. Will resign if appointed. CITY OF CORPUS CHRISTI Submit Date:Jun 06, 2022 Application for a City Board, Commission, Committee or Corporation Profile Brian Banks First Name Last Name Email Address 2605 Summer Ridge Dr Street Address Corpus Christi TX 78414 City State Postal Code What district do you live in? W District 5 Current resident of the city? r Yes r No If yes, how many years? 8 Mobile: (361) 271-8044 Mobile: (361) 271-8044 Primary Phone Alternate Phone Self Emp_lo_yesRealtor/Investor_- Employer Job Title Work Address- Street Address and Suite Number 4737 Mt Vernon Dr. Work Address- City Corpus Christi Work Address- State TX Work Address- Zip Code 78411 Brian Rnnl-c Work E-mail address CCHouseGuy@Gmail.Com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CAPITAL IMPROVEMENTS ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) am an active real estate investor and Realtor in Corpus Christi. I've been investing in real estate since 2006 and have been a real estate agent since October of 2018. 1 work with a local nonprofit to build affordable housing in Corpus Christi. I locate vacant properties, help my client acquire the land, and sell the finished homes that they construct. I also locate houses that need renovations, purchase the homes, rehab and sell them. Why are you interested in serving on a City board, commission or committee? Planning Commission Capital Improvements Advisory Committee Building Standards Board Are you an ex-Officio member of a City Board, commission or committee? r Yes r No Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Rrinn Rnnl-c Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r• No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r• No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes a No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer"NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question applies to BUILDING STANDARDS BOARD The Building Standards Board preferred representatives from certain categories. Do you qualify for any of the following categories? W Realtor Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? r Yes r No Rrinn PnnL c Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? Yes r No Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION,CORPUS CHRISTI B CORPORATION,PLANNING COMMISSION Are you a registered voter? r Yes r No Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? V Real Estate • Development • Building Industry Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r Yes t: No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65,which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. rJ I Agree Prion RfanL c City Code Requirement -Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. P I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Brian Rnnlsc CITY OF CORPUS CHRISTI Submit Date:Jan 15, 2023 Application for a City Board, Commission, Committee or Corporation Profile Ms. Coretta Graham Prefix First Name Last Name Email Address 5617 Bonner Street Address Corpus Christi TX 78412 City State Postal Code What district do you live in? V District 3 Current resident of the city? r Yes r No Mobile: (361) 815-8346 Business: (361) 723-1530 Primary Phone Alternate Phone Self - --- — --- Lawyer - -- Employer Job Title Work Address -Street Address and Suite Number 3206 Reid Drive 105 Work Address - City Corpus Christi Work Address -State TX Work Address- Zip Code 78404 Work E-mail address Grahamlegalservices@yahoo.com KAc r nrottn (,rnhnm Preferred Mailing Address W Work Address Which Boards would you like to apply for? CAPITAL IMPROVEMENTS ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Building Standards Board Education, Professional and/or Community Activity (Present) Black Chamber of Commerce of Commerce NAACP Junior League of Corpus Christi Delta Sigma Theta Sorority Inc-CC alumnae chapter American Red Cross CB Board Why are you interested in serving on a City board, commission or committee? I participated in 2022 Incremental Development Alliance Small Developer Training Series offered by city and I'm interested in community development Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Are you a current candidate in an election for a non-city public office? r Yes � No Do you currently serve as an elected official for a non-city public office? r Yes r No AAc r nrottn (,rnhnm Will you seek re-election to the non-city public office? If not in a non- city public office, please enter N/A N/A Demographics Gender W Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse,your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? rYes rNo Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) AAc (`nrotto (_rnhnm Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? W Development\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r Yes t: No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree hAc (�nrotta (_raham City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. 1 hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree KAc r'nrottn CORETTA GRAHAM PO BOX 60026, CORPUS CHRISTI TX 78466 361 -815- 83461 GRAHAMLEGALSERVICES@YAHOO.COM Skills Summary Team building, consensus building, teaching, social media, MS word, legal analysis Education J.D. 1998 Thurgood Marshall School of Law Experience Graham Legal Services Owner since June 2006 ®Criminal Defense Lawyer ®Attorney Ad litem in civil cases such as tax, probate, personal injury, condemnation, family Awards and Acknowledgements ®CC Black Chamber Community Leader Award 2018 0 Hialco Community Leader recognition 2018 CITY OF CORPUS CHRISTI Submit Date: Nov 14, 2022 Application for a City Board, Commission, Committee or Corporation Profile Mr. John C. Holmgreen Jr. Prefix First Name Middle Initial Last Name Suffix Email Address 4350 Ocean Drive No.. 404_ Street Address S Suite or Apt Corpus Christi TX 78412 City State Postal Code What district do you live in? W District 2 Current resident of the city? r Yes r No If yes, how many years? 49 Mobile: (361) 813-9083 Home: (512) 925-8275 Primary Phone Alternate Phone Retired Retired Employer Job Title Work Address- Street Address and Suite Number none Work E-mail address none Preferred Mailing Address W Home Primary Address Which Boards would you like to apply for? CAPITAL IMPROVEMENTS ADVISORY COMMITTEE: Submitted KAr lnhn (' 4-Inlmnrnnn Ir Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No. Education, Professional and/or Community Activity (Present) Please see attached resume. Why are you interested in serving on a City board, commission or committee? Desire for public service. Have regularly attended and participated in meetings of the Capital Improvements Advisory Committee since my appointment in 2021. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Are you a current candidate in an election for a non-city public office? r Yes r No Do you currently serve as an elected official for a non-city public office? r Yes r No Will you seek re-election to the non-city public office? If not in a non- city public office, please enter N/A No Demographics AAr lnhn (- Wrdmnroon Ir Gender fJ Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r• No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No If you answer"Yes"to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. I submitted an application to the Parking Committee more than a year ago at the instance of the then Council Member from Dist. 1, but was never told whether the application was granted or not. I have never attended or been invited to attend a meeting of that committee. Board-specific questions (if applicable) NAr lnhn r Wrilmnroon lr Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? * V None of the above\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r Yes c No Verification City Code Requirement- Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. V I Agree City Code Requirement -Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. PJ I Agree AAr lnhn r' I-Inlmriroon Ir Consent for Release of Information understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. 1 hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree NAr lnhn (' Wrilmrrroon Ir Resume of John C. Holmgreen, Jr. Personal. Born Dallas, Texas, January 13, 1944. Grew up in San Antonio, two sisters. Alamo Heights High School, 1962. Married Laura Brown, 2009; two granddaughters. Reside at Twin Dolphins Condominium, 4350 Ocean Drive, Apt. 404, Corpus Christi, 78412; 361-813-9083; Education. Vanderbilt University, BA, Economics, 1966. University of Texas Law School, JD, 1973. Military. United States Marine Corps, infantry officer, 1966-1970. Professional. Employment. Gary, Thomasson, Hall & Marks law firm 1973-2015. Experience. Jury and non-jury civil trials in state and federal courts involving contracts, real property, personal injury, insurance, and trade practices. Specializations and professional associations at retirement. Board Certifications, Texas Board of Legal Specialization, Personal Injury Trial Law, Civil Trial Law; American Board of Trial Advocates, Associate Member. State Bar of Texas status. Admitted September, 1973. Inactive status as member in good standing, June, 2016. Community service and memberships. City of Corpus Christi, Bay Drilling Committee, member, chair; Capital Improvements Advisory Committee, appointed member 2021; Parking Committee. Coastal Conservation Association, local and State executive boards, Governmental Affairs Committee; co-founder, annual Babes on Baffin women's fishing tournament. Corpus Christi Yacht Club, board member, Commodore, Yachtsman of the Year. La Mer Condominium Council of Co-Owners, Inc., 1974-2021, officer and director. Parkway Presbyterian Church, elder and member of properties, stewardship, and mission outreach committees 2010-2022. Nueces County Republican Party, Chair, Precinct 1; certified Poll Watcher and Election Judge. Rotary Club of Corpus Christi, Flags for Heroes, Salvation Army Bell Ringer; 7 years' perfect attendance. Texas State Aquarium, former board member. University of Texas Marine Science Institute, former advisory board and executive committee. Interests. Fishing, boating, reading, cooking, photography, travel, fitness. CITY OF CORPUS CHRISTI Submit Date: Nov 11, 2022 Application for a City Board, Commission, Committee or Corporation Profile Mr. George E. Laster Jr. ---- - ------ - - ---- - - -- - Prefix First Name Middle Initial Last Name Suffix Email Address 6802 Witts Way ----------------- Street Address Corpus Christi TX 78414 ------ --- - -- -- --------------- City State Postal Code What district do you live in? V District 5 Current resident of the city? f• Yes r No If yes, how many years? 2 years Mobile: (361) 774-2338 Mobile: (361) 774-5818 Primary Phone Alternate Phone NA NA Employer Job Title Work Address- Street Address and Suite Number NA Work Address - City NA Work Address- State NA Work Address-Zip Code NA KAr (-ianrrro I actor Ir Work Phone NA Work E-mail address NA Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CAPITAL IMPROVEMENTS ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Federal &State Government Enforcement University of Maryland Governmental Graduate Studies Roselyn, Maryland Former Legislative liason and Custodian Assistant Conflict Resolution Instructor Legal Lbrarian of Security Clearances Job Development University Adjunct Professor If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) No. Why are you interested in serving on a City board, commission or committee? Improving and enhancing the Community. Highlighting disabilities in parks, easements, infrastructures, residential areas and throughout the City. Recommending and implementing positive changes in our Community. Are you an ex-Officio member of a City Board, commission or committee? Yes r No rxAr (_onrno G I actor 1r No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Are you a current candidate in an election for a non-city public office? r Yes r No Do you currently serve as an elected official for a non-city public office? r Yes r• No Will you seek re-election to the non-city public office? If not in a non- city public office, please enter N/A N/A Demographics Gender V Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r• No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r• No KAr (,onrrvo G I actor Ir Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r• No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? V Development\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r Yes r No Verification KAr (_onrr is 17 1 actor Ir City Code Requirement- Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement- Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information 1 understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. 1 hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree KAr (_onrrio G I actor Ir CITY OF CORPUS CHRISTI Submit Date:Jan 19, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mr. Moses Mostaghasi Prefix First Name Last Name Email Address 8017 Bar Le Doc Dr Street Address Corpus Christi T_X_ 78414 --- -- --------- ----- ------------__------- City State Postal Code What district do you live in? V District 5 Current resident of the city? Yes r No If yes, how many years? 39 Mobile: (361) 774-3832Business: (361) 774-3832 - ---- ------------------------ ----- ------ Primary Phone Alternate Phone MPM Homes Inc. President Employer Job Title Work Address- Street Address and Suite Number 6722 Brockhampton Work Address- City Corpus Christi Work Address - State TX Work Address -Zip Code 78414 KAr KAncoc KAnctnnhnci Work Phone 3617743832 Preferred Mailing Address 9 Home/Primary Address Which Boards would you like to apply for? CAPITAL IMPROVEMENTS ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Homebuilder born and raised in Corpus Christi with a high-level of community service and interest in the future of the area. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) N/A Why are you interested in serving on a City board, commission or committee? I am interested in serving in this committee because I am dedicated to developing the quality of life and potential growth of Corpus Christi, my home. I have valuable knowledge and skills that I believe will be beneficial to the committee and community. Are you an ex-Officio member of a City Board, commission or committee? r Yes r No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No AAr Ur%coc NAnctnnhoci Are you a current candidate in an election for a non-city public office? r Yes r No Do you currently serve as an elected official for a non-city public office? r Yes r No Will you seek re-election to the non-city public office? If not in a non- city public office, please enter N/A N/A Demographics Gender V Male Code of Ethics- Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No AAr Uncoc Unctnrihnci If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? V Real Estate • Development • Building Industry\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r Yes r No Verification AAr AAncoc AAnctnnhnci City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. V I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. 1 understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath 1 swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree AAr Uncoc AAnctfanhnci CITY OF CORPUS CHRISTI Submit Date: Aug 22, 2022 Application for a City Board, Commission, Committee or Corporation Profile Chris A Pena First Name Middle Initial Last Name Email Address 5813 Trieste dr. Street Address Corpus Christi TX 78413 City State Postal Code What district do you live in? W District 3 Current resident of the city? r Yes r No If yes, how many years? 44 Mobile: (361) 549-3686 Business: (361) 549-3686 Primary Phone Alternate Phone Daystar Consulting Services Incorporated Consultant Employer Job Title Work Address- Street Address and Suite Number 5813 Trieste dr. Work Address - City Corpus Christi Work Address-State Texas Work Address- Zip Code 78413 r'hric 0 Donn Work Phone (361) 549-3686 Work E-mail address dcsi.safety@yahoo.com Preferred Mailing Address W Work Address Which Boards would you like to apply for? CAPITAL IMPROVEMENTS ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) I would like the opportunity to serve and give back to my city and it's residents. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) 1) Port Of Corpus Christi Authority Of Nueces County, Tx 2) Corpus Christi Downtown Management District 3) Corpus Christi Convention &Visitors Bureau Why are you interested in serving on a City board, commission or committee? have lived in C.C. my entire life and would like the opportunity to serve and give back to my city and it's residents as they deserve the best that the city leadership can give. Corpus Christi has the potential to be so much better.What I would like to do is introduce a new set of eyes, experience and ideas that would add value to future of this beautiful city I will forever call home. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? rYes rNo (`hric A Donn No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) ('hric A Donn Question applies to CORPUS CHRISTI CONVENTION&VISITORS BUREAU The Convention & Visitors Bureau Board must include representatives from certain categories. Do you qualify for any of the following categories? W Restaurant Industry Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? t: Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes r No Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r• Yes r No Question applies to CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT The Corpus Christi Downtown Management District must include representatives from certain categories. Do you qualify for any of the following categories? W Stock Owner Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION,CORPUS CHRISTI B CORPORATION,PLANNING COMMISSION Are you a registered voter? r Yes r No Question applies to CONSTRUCTION TRADE ADVISORY&APPEALS BOARD The Construction Trade Advisory & Appeals Board must include representatives from certain categories. Do you qualify for any of the following categories? W General Contractor rhric A Dnnfa Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? W Development\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r Yes r No Question applies to HOUSING AUTHORITY Are you a Housing Authority Resident? r Yes r No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65,which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement-Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree rhric A Dong Consent for Release of Information 1 understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. V I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree rhric 0 Donn CHRIS PENA DAYSTAR CONSULTING SERVICES INC.) CELL: 361-549-3686 E-MAIL: dcsi.safety@yahoo.com SUMMARY Throughout my time in the industry I've accumulated a plethora of experience and a wealth of knowledge while working on several different continents. I possess excellent leadership skills and specialize in the technical writing and the development of HSE project documents,including HSE contract verbiage.I use diverse thought processes both linear and abstract in order to maintain measurable and actionable safety strategies.I am a Bi-lingual HSE team leader that is a self-starter and a respected mentor with outstanding interpersonal and communication skills as well as the innate ability to direct teams,and interact effectively with diverse groups. PROFESSIONAL EXPERIENCE Occidental Petroleum 2021 Horn Mountain West Project HSE Lead Houston, TexasIGOM My roles and responsibilities were as followed but not limited to: ■ Supported the project Construction leads by assisting in the review of work pack documents and planning for each offshore campaign. ■ Participated in all Risk Assessments,readiness reviews,pre Job JSHAs,etc. ■ Monitored and reported HSE performance during the fabrication, construction and commissioning phases of the HMW Project. ■ Liaised with Project Manager, Subsea&Topside Package leads, Corporate HSE/ Safety Leaders and offshore construction teams in order to foster and cultivate a safety culture that led to positive results. ■ Developed project HSE documents for the execution phases ■ Facilitated multiple LIVESAFE training initiatives at various locations along the gulf coast. Total Mozambique 2020-2021 OSSEM Construction HSE Site Lead at Ingleside, Texas My roles and responsibilities are as followed but not limited to: ■ Worked with the Contractor to maintain compliance with Contractors management systems ■ Coached Contractor on application and effectiveness of procedures and how to effectively manage risks ■ Facilitated behavioral safety efforts and control of work emphasis around key risk activities ■ Utilized excellent communications skills to instill confidence and encourage enhanced HSE behaviors • Lead,motivated,and developed disciplined staff in an effort to enhance their HSE leadership qualities ■ Reported performance and analysis information to the HSE Manager through predetermined meetings and reports Hokchi Energy 2020 Offshore HUC Simops HSE Lead Paraiso, Tabasco,Mexico City,Mexico&Southern Gulf of Mexico My roles and responsibilities are as followed but not limited to: ■ Lead and implement the project HSE and Risk Management system ■ Validate and verify the SIMOPS between the HUC and drilling groups ■ Ensure a sound and robust HSE system to achieve the HSE objectives on the project ■ Participate in actions for identifying and minimizing risks and the impact of all SIMOPS activities ■ Manage and control all identified HSE risks to ensure a safe field execution campaign ■ Lead the Client and Contractor HSE team on daily initiatives to prevent incident and injury Enbridge Inc. 2019-2020 Vito Export Pipelines HSE Lead Houston. Texas&Gulf of Mexico My roles and responsibilities are as followed but not limited to: 0 Assisted the business group with HSE verbiage for RFQ's and agreements PAGE 12 ■ Wrote all project HSE documents for the execution phases ■ Performed as a document controll gatekeeper for all project related documents ■ Coordinated the teams and led the audits both onshore and offshore locations. ■ Championed and implemented our training philosophies and tools at the worker level ■ Tracked and trended metrics to mitigate gaps identified Chevron Deep Water 2017 - 2018 Bigfoot Hook up and Commissioning HSEAdvisor Ingleside. Texas& Gulf of Mexico My roles and responsibilities are as followed but not limited to: ■ Lead the following training regimens: o New hire orientation o Incident and injury Free o Human Performance ■ Actively sought out worker feedback to resolve issues enabling a more cohesive project team ■ Championed implementation of human performance philosophies and tools at the worker level ■ Lead daily pre-task safety discussions with all crafts to enable proper planning and hazard recognition and mitigation Shell Pipeline Company 2014-2016 Amberjack Debottleneck Project HSSE Lead Houston, Texas As the project HSSE Lead my responsibilities were to manage safety for the Amberjack Debottleneck Project. ■ Worked with Contractor project management teams to review required HSE deliverables ■ Performed as a technical writer formulating all project HSE documents ■ Conducted Green banding which also included documentation and site inspections in order to procure the best/safest contractors available. ■ Managed the team of 10 safety coaches at various on/offshore based locations. ■ Managed the projects monthly safety metrics. Chevron Pipe Line 2012- 2014 lack&St Malo Oil Export Pipeline HSE/Site Safety Leadership Team Lead Houston - Gulf of Mexico While at field locations my role enabled me to: ■ Visited contractor worksites both onshore and offshore to conduct routine worksite assessments. ■ Compiled jobsite inspections in addition to audit findings and incident root cause analysis to identify HES management system gaps or compliance issues or safety leadership behavior opportunities of improvement. ■ Coordinated and participated in CHESM inspections and audits both onshore and offshore. ■ Facilitated the below training for the Jack&St,Malo Oil Export Pipeline project: o IIF Trainer o Hazard Identification Wheel o Tenets of Operation o Project Onboarding TRAINING CRISIS MANAGEMENT AND PR TRAINED-HUMAN PERFORMANCE TRAINER-(STS)SAFETY TRAINED SUPERVISOR -(COSS) CERTIFIED OCCUPATIONAL SAFETY SPECIALIST'INCIDENT AND INJURY FREE CIIF) TRAINER r ADVANCED SAFETYAUDIT TRAINED -SAFETY SUPERVISOR LEADER aOSHA C10)&C30)HOUR COURSE- MEDIC FIRST AID&CPR -INDUSTRIAL HYGIENE-HAZMATERIAL'HUMAN PERFORMANCE TRAINER -Y-TREEACCIDENTINVESTIGATION -SHELL TAPROOT-SHELL DECISION POINT TRAINING'FIVE WHYACCIDENT INVESTIGATION TRAINED-IMPLEMENTATION AND AUDIT OFHSE MANAGEMENT SYSTEMS,,MEDIC FIRSTAID TRAINED "RESPIRATORY PROTECTION ADOBEACROBAT-VIZIO TECHNICAL- EMERGENCY PIPELINE RESPONSE TECHNICIAN-ENCOMPASS-OSHA HAZMAT NRCA FACILITATOR REFERENCES Chad Triche (Chevron) 985-590-9027, Megan Hebert 832-525-8686,John Garber(OXY) 337-207-2254 REINVESTMENT ZONE NO.2(ISLAND)BOARD Six(6)vacancies with terms to 11-1-2023 and 11-1-2024,representing the following categories:4-City and 2-Nueces County.Historically,Council Members have been appointed to the board.NEW APPOINTMENTS:Council Members Everett Roy,Jim Klein,Sylvia Campos and Dan Suckley.Staff is recommending the postponement of the two new Nueces County positions pending recommendations from the County.The City Council appoints the Chairman for a term of one-year beginning January 1,2023. Duties: The Reinvestment Zone No.2(Island)Board shall make recommendations to the City Council concerning the administration of the zone. The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the zone and submit such plans to the City Council for its approval in accordance with Section 311.011, Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the zone only to the extent expressly granted by the City Council by ordinance or resolution. Composition The Board shall consist of up to fifteen(15)members.The members shall be appointed as follows:Pursuant to Sec.311.009(a),Tax Code,the respective governing bodies of each taxing unit other than the City that levies taxes within the Zone each may appoint one(1)member of the board.if the taxing unit has approved the payment of all or part of the tax increment produced by the unit into the tax increment fund for the zone.Each governing body may waive its right to appoint a director and is deemed to have waived the right if it has not made the appointment within 30 days of receiving written notice of its right to appoint.Effective January 1,2023, any existing Board members appointed by taxing entities that do not or no longer contribute to the Zone are removed from the Board in compliance with Section 311.009(a).The remaining members of the board are appointed by the City Council of the City.The City Council will seek recommendations from Nueces County on the appointment of three of the board members.If Nueces County does not provide recommendations,then City Council may appoint the remaining board members in its sole discretion.The City Council shall have the right to appoint at least ten(10)members of the Board,and the board may exceed fifteen(15)members if necessaryfor the City Council to make the ten(10)appointments.To be eligible for appointment an individual must be at least 18 years of age and be a resident of the county in which the zone is located or a county adjacent to that county or own real property in the zone,whether or not the individual resides in the county in which the zone is located or a county adjacent to that county.Each year the governing body of the municipality or county that created the zone shall appoint one member of the board to serve as Chairman for a term of one-year that begins on January 1 of the following year.The Board of Directors may elect a Vice-Chairman to preside in the absence of the Chairman or when there is a vacancy in the office of the Chairman.The board may elect other officers as it considers appropriate. Creation/Authority Meet Member Size Term Length Liaison Motion No.2000-396,11/14/00;Ordinance No.024270,11/14/00; As scheduled 14 2 years Joe Escobar Motion No.2000-408;Motion No.2000-409,11/21/00;Motion No. 2009-259,9/15/09;Ordinance 032929,12-6-2022. Name Term Appt.date End date Appointing Authority Position Status Category Billy Lerma 2 2/9/2021 11/1/2023 City Council Term completed City John Martinez 2 2/9/2021 11/1/2023 City Council Term completed City Ben Molina 3 11/2/2021 11/1/2024 City Council Term completed City Greg Smith 3 11/2/2019 11/1/2024 City Council Term completed City 2-14-2023 Name Term Appt.date End date Appointing Authority Position Status Category Mike Pusley 2 2/9/2021 11/1/2023 City Council Vice-Chair Active City Paulette Guajardo 3 11/2/2019 11/1/2023 City Council Active City Michael T.Hunter 3 4/12/2016 11/1/2023 City Council Active City Roland Barrera 3 11/2/2019 11/1/2023 City Council Active City Gil Hernandez 3 11/2/2019 11/1/2023 City Council Active City Brent Chesney 2 2/18/2020 11/1/2023 City Council Active Nueces County Laurie Turner 1 2/9/2021 11/1/2022 Del Mar College Active Del Mar College New 1 11/2/2022 11/2/2024 City Council New Nueces County New 1 11/2/2022 11/2/2024 City Council New Nueces County Connie Scott 1 2/8/2023 11/1/2024 Nueces County Active Nueces County 2-14-2023 REINVESTMENT ZONE NO.4(NORTH BEACH)BOARD Nine(9)vacancies with terms to 11-1-2023 and 11-1-2024,representing the following categories:7-City,1-Community Member and 1-Nueces County. Historically,Council Members have been appointed to the board.REAPPOINTMENTS:Council Members Michael Hunter,Roland Barrera and Gil Hernandez.NEW APPOINTMENTS:Council Members Dan Suckley,Sylvia Campos,Jim Klein and Everett Roy.Nueces County is recommending Connie Scott for the Nueces County position appointed by City Council.The City Council appoints the Chairman for a term of one-year beginning January 1,2023. Duties The Reinvestment Zone No.4(North Beach)Board shall make recommendations to the City Council concerning the administration of the Zone.The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the Zone,and submit the plans to the City Council for its approval under Section 311.011,Texas Tax Code.The City Council specifically authorizes the Board to approve agreements that the Board considers necessary or convenient to implement the project plan and reinvestment zone financing plan and achieve their purposes.Any amendments to the project plan and/or reinvestment zone financing plan must be approved by ordinance of City Council. Composition The Board shall consist of fifteen(15)members.The Board shall be appointed as follows:Pursuant to Section 311.009(a),Tax Code,the respective governing bodies of each taxing unit other than the City that levies taxes within the Zone each may appoint one member of the Board if the taxing unit has approved the payment of all or part of the tax increment produced by the unit into the tax increment fund for the zone. These entities include:Del Mar College and Nueces County.Each governing body may waive its right to appoint a director.The remaining members of the Board are appointed by the City Council.To be eligible for appointment an individual must be 18 years or older of age and be a resident of the county in which the zone is located or own real property in the zone,whether or not the individual resides in the county in which the zone is located.The City Council shall have the right to appoint at least ten(10)members,with one reserved for a representative from Nueces County,and the board may exceed fifteen(15)members if necessary,for the City Council to make said ten(10)appointments.Terms of Board members are two years. Terms must be staggered,with the first term of 8 City Council appointees being for one year.Officers must be appointed as provided in the Act. Each year the governing body of the municipality or county that created the zone shall appoint one member of the board to serve as Chairman for a term of one-year that begins on January 1 of the following year. The Board of Directors may elect a Vice-Chairman to preside in the absence of the Chairman or when there is a vacancy in the office of the Chairman. The board may elect other officers as it considers appropriate.Per staffs recommendation on 11-12-2019 the following composition was approved for City positions:9-City Council members,1-2 -Nueces County Representative(s),1-Community member(Must be a resident within the TIRZ),1-Texas State Aquarium Appointee,1-USS Lexington Appointee. Creation/Authority Meet Members size Term length Liaison Ord.No.031927,11-12-19 As scheduled 15 2 years Joe Escobar Appointing Name District Term Appt.date End date Authority Position Status Category Michael T.Hunter 2 11/12/2019 11/1/2022 City Council Eligible for reappointment City Roland Barrera District 3 2 11/12/2019 11/1/2022 City Council Eligible for reappointment City Gil Hernandez 2 11/12/2019 11/1/2022 City Council Eligible for reappointment City Billy Lerma 1 2/9/2021 11/1/2023 City Council Chair Term completed City John Martinez 1 2/9/2021 11/1/2022 City Council Term completed City 2-14-2023 Appointing Name District Term Appt.date End date Authority Position Status Category Ben Molina District 5 2 11/12/2019 11/1/2022 City Council Term completed City Greg Smith District 4 2 11/12/2019 11/1/2022 City Council Term completed City Kenneth Berry District 1 1 2/9/2021 11/1/2022 City Council Not seeking reappointment Community Member Barbara Canales 2 11/12/2019 11/1/2022 City Council Vice-Chair Active Nueces County Paulette Guajardo 2 11/12/2019 11/1/2023 City Council Active City Mike Pusley 1 2/9/2021 11/1/2023 City Council Active City Steve Banta District 5 2 11/12/2019 11/1/2023 City Council Active Director of USS Lexington Other/Non- Director of Texas State Jesse Gilbert Resident 1 11/9/2021 11/1/2023 City Council Active Aquarium Carol Scott 2 2/4/2020 11/1/2023 Del Mar College Active Del Mar College Roberto Hernandez 1 1 10/18/2021 11/1/2023 INueces County I jActive INueces County 2-14-2023 REINVESTMENT ZONE NO. 4(NORTH BEACH) BOARD Applicant Name District I Status Category Catherine Garcia I District 1 jApplied lCommunity Member Carrie R Meyer I District 1 jApplied Icommunity Member CITY OF CORPUS CHRISTI Submit Date: Jan 31, 2023 Application for a City Board, Commission, Committee or Corporation Profile Catherine Garcia First Name Last Name Email Address 708 Enchanted Harbor _ Street Address Corpus Christi _ _ TX 784_02 City State Postal Code What district do you live in? V District 1 Current resident of the city? r• Yes r No If yes, how many years? 6 months Mobile: (210) 606_-4101 Home: (361) 993-_5564_ Primary Phone Alternate Phone Director, Growth & Broker WellMed Medical Management Relations_ Employer Job Title Work Address -Street Address and Suite Number 3434 Saratoga, Bldg 1 Work Address- City Corpus Christi Work Address- State TX Work Address - Zip Code 78415 ('nthorin,n Work Phone 2106064101 Work E-mail address Cgarcia33@wellmed.net Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? REINVESTMENT ZONE NO. 4 (NORTH BEACH) BOARD: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) San Antonio Hispanic Chamber of Commerce-Latina Leadership Institute, SAHCC Embojada of the year, community outreach partnering with city of SA/WellMed If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) 1. Reinvestment Zone No. 4- North Beach TIRZ 2. CC Business and Job Development 3. CC Regional Economic Development Why are you interested in serving on a City board, commission or committee? I am interested in serving the community that I live in. It is up to me to determine what quality of life I will allow to be sustainable within my community. Being involved and understanding policy would help the betterment of my daily life but also feeling proud of the community I live in. North Beach is my home and I feel there are much more great things it could offer the residents in conjunction with tourists who often visit.There needs to be a better structure&visibility, on North Beach as well feeling safe with all surroundings. Local businesses could thrive with the right support and infrastructure. Which is reason I also would like to be involved with the Corpus Christi Regional economic development committee. There are also many opportunities for economic growth in the community. I have initiated a chapter for BRP-The Boardroom Project in Corpus Christi. This organization would be an ideal partnering component with working with the business and job development committee. I am passionate about serving through community outreach but also appreciate what opportunities economically I can help prosper. ('nthorinn (,nrnin Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r• Yes r No Are you a current candidate in an election for a non-city public office? r Yes r No Do you currently serve as an elected official for a non-city public office? r Yes r No Will you seek re-election to the non-city public office? If not in a non-city public office, please enter N/A N/A Demographics Gender W Female Code of Ethics- Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r No ('nthorino (;nrnin Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No If you answer "Yes"to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer"NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION,CORPUS CHRISTI B CORPORATION,PLANNING COMMISSION Are you a registered voter? r• Yes r No Question applies to REINVESTMENT ZONE NO.4(NORTH BEACH)BOARD Are you 18 year or older? r Yes r No rnthorino (,nrrrin Question applies to REINVESTMENT ZONE NO.4(NORTH BEACH)BOARD The Reinvestment Zone No. 4 must include a Community Member who must be a resident within the TIRZ No. 4 (North Beach) Zone and own or lease property within the Reinvestment Zone No.4 (North beach). Do you qualify? rYes rNo Verification City Code Requirement- Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65,which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. P I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61,which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Consent for Release of Information 1 understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. f-7 I Agree (-nthorinn Oath 1 swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree r-nthorino EXPERIENCE WELLMED MEDICAL MANAGEMENT-DIRECTOR, GROWTH & BROKER RELATIONS AUG 2022- PRESENT Roles: Partner with community organizations to implement outreach events for our communities Corporate advocate for our senior communities. • Support and oversee the broker community for 18 Coastal Bend WellMed Clinics. BRP-THE BOARDROOM PROJECT-BOARD CHAIR, CC CHAPTER CATHERINE GARICA AUG 2022- PRESENT CLG MEDICARE SOLUTIONS CLG MEDICARE SOLUTIONS- PRINCIPLE/DIRECTOR OF BUSINESS T 210.606.4101 DEVELOPMENT E CATHERINE@CLGMEDICARESOLUTIONS.COM JUNE 2020-AUG 2022Roles: ■ Educate & advocate for seniors in community. ■ Marketing & strategy plans for company. ■ Utilize CRM method to facilitate status of existing clients. OBJECTIVE ■ Retain relationship with customer and meet with them To build key relationships for new and periodically, 1-3 times per year to assess needs. existing clients as well as building community 0Partner with community organizations to implement relationships to partner with. outreach events. INSPIRATION FOR LIFE-DIRECTOR OF BUSINESS DEVELOPMENT & Proficient in relationship building, Medicare OUTREACH education, and community JANUARY 2021 - PRESENT outreach/project management. W.I.N-SPECIAL PROGRAMS DIRECTOR, BOARD OF DIRECTORS AUGUST 2019 - PRESENT Provide direction in client relations for customer service & retention strategies. CUELLAR &ASSOCIATES-BUSINESS ENGAGEMENT DIRECTOR MAY 2020- JUNE 2021 Roles: SKILLS & ABILITIES ■ Main point of company contact for public relations, community outreach, and organizations. Professional with over 20 years of combined . Meet with new clients to evaluate needs of business to experience impacting company better market their business. performance and profitability through • Strategizing marketing plan for company insurance sales, retainment & leadership. E Utilize CRM method to facilitate status of existing clients. ■ Retain relationship with customer and meet with them quarterly for any revisions on coverage. Medicare: • Provided opportunities & agency growth through REEEREJNEES marketing and business development initiatives. JESSICA LEAL, EMPLOYOR FLEXIBLE 0 Designed CRM email campaign for targeted markets. 210.275.6793 . Community events & outreach project management. RITA HERNANDEZ 0 Partnered with community & city officials for specialized 210.237.7496 Medicare community events. MARIA ALVIDRIZ, ALAMO CLEANING 210.707.8699 2 CATHERINE GARICA ALAMO TEES & ADVERTISING-MARKETING CLG MEDICARE SOLUTIONS CONTRACT Roles: T 210.606.4101 Meet with clients to evaluate needs of business to better E CATHERINE@CLGMEDICARESOLUTIONS.COM market their business. ■ Strategizing marketing plan for company, marketing strategies for company website &social media. • Utilize CRM method to facilitate status of existing clients. • Retain relationship with customer and meet with them quarterly for new ideas on marketing or branding. ■ Trained employees on relationship building, CRM, & sales. VOYAGE INSURACE GROUP- BUSINESS DEVELOPMENT DIRECTOR JUNE 2019 - APRIL 2020 - CONTRACT Roles: ■ As the business development consultant, provided specific service and marketing responsibilities in addition to active prospecting new clients. Maintain superior customer service and sales delivery standards and above and beyond clients' services performed. Key responsibility involved presenting proposals to prospects to gain business while developing consultative relationship to build rapport and trust. Marketing &Training: • Consult and train insurance agents for specialized markets for P&C and Life & Medicare. • Specialized marketing tools for each industry ■ Assist in implementing a marketing strategy for agency. • Maintains a cordial and effective relationship with clients, co-workers, carriers, vendors, and other business contacts. • Interacts with others effectively by utilizing good communications skills, cooperating purposefully, and providing information and guidance, as needed, to achieve the business goals of the agency. SOGO WEALTH & RISK MANAGEMENT-SR ACCOUNT EXECUTIVE AUGUST 2016-APRIL 2019 Roles: The Commercial Lines Account Manager performs the essential functions of the position, which include aiding clients with service needs and making changes to existing accounts. Specific service and marketing responsibilities in addition to active prospecting new clients. Key responsibility involved presenting proposals to prospects to gain business while developing consultative relationship to build rapport and trust. Assisted clients for commercial insurance, life, and Medicare. 3 CATHERINE GARICA New Business: CLG MEDICARE SOLUTIONS 0 Provided technical support to producer(s) to benefit clients and to reach agency's strategic business goals. T 210.606.4101 E Actively seek referrals from client base; follows up to E CATHERINE@CLGMEDICARESOLUTIONS.COM generate new business by using prospect data base and automated marketing tools. Retention: • Reviewal of audits of policies; verifies accuracy and facilitates corrections, as needed, between client and carrier. Marketing: • Referral of current and prospective clients for Life Insurance/Medicare referrals &information. • Personal Lines for solicitation of those lines of business; assists in profiling the commercial book of business for marketing purposes. Personal and Organizational Development: • Set priorities and managed workflow to ensure efficient, timely, and accurate processing of transactions and other responsibilities. ■ Maintained a cordial and effective relationship with clients, co-workers, carriers, vendors, and other business contacts. ■ Interact with others effectively by utilizing good communications skills, cooperating purposefully, and providing information and guidance, as needed, to achieve the business goals of the agency. Medicare: • Policy & Procedure workflow & training sales support for Medicare division. ■ Provided opportunities & agency growth through marketing and business development initiatives. • Designed CRM email campaign for targeted markets. ■ Trained & managed Medicare team. ■ Community events & outreach project management • Partnered with community & city officials for specialized Medicare community events. EDUCATION OUR LADY OF THE LAKE UNIVERSITY—PSYCHOLOGY/ ORGANIZATIONAL LEADERSHIP LATINA LEADERSHIP INSTITUTE, COHORT 5 - SAN ANTONIO HISPANIC CHAMBER OF COMMERCE -LICENSED PROPERTY & CASUALTY -LICENSED LIFE & HEALTH CITY OF CORPUS CHRISTI Submit Date: Dec 02, 2022 Application for a City Board, Commission, Committee or Corporation Profile Carrie R Meyer First Name Middle Initial Last Name Email Address 4401 GULFBREEZE BLVD. ------------------ Street Address CORPUS CHRISTI TX 78402 City State Postal Code What district do you live in? V District 1 Current resident of the city? r Yes c No If yes, how many years? 22 Mobile: (361) 442-0628 Mobile: (361) 815-9754 Primary Phone Alternate Phone Nature Trails_Kayaking OWNER_Kavak Guide__________ Employer Job Title Work Address - Street Address and Suite Number 4401 Gulfbreeze Blvd. Work Address - City Corpus Christi Work Address - State TX Work Address- Zip Code 78402 r- nrrio R nnoxior Work Phone 3614420628 Work E-mail address naturetrailskayaking@gmail.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? REINVESTMENT ZONE NO. 4 (NORTH BEACH) BOARD: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Nothing currently. I previously served on the North Beach TIRZ 4 Board, but I was replaced by Ken Berry. His term expired in Nov 2022, so I am applying to be appointed to the"Community" representative position on the TIRZ Board. Education, Professional and/or Community Activity(Present) Secretary of neighborhood group (North Beach Community Association) Owner of North Beach business, Nature Trails Kayaking Kitesurfer, kayaker, beach lover. Bachelor's Degree in Communications from UT Austin, 1984 If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) TIRZ No 4 Why are you interested in serving on a City board, commission or committee? Because decisions made by this committee impact the neighborhood I live in where I own property and where my husband and I are raising our son. Are you an ex-Officio member of a City Board, commission or committee? r Yes r No ( nrrio 0 nno"or No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r• Yes r No Are you a current candidate in an election for a non-city public office? r Yes r No Do you currently serve as an elected official for a non-city public office? r Yes r No Will you seek re-election to the non-city public office? If not in a non- city public office, please enter N/A N/A Demographics Gender V Female Code of Ethics- Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No ('nrrio D KAaxior Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r• No If you answer "Yes"to any of the questions above, please explain or ask to speak with the City's Legal Department..lf you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question applies to REINVESTMENT ZONE NO.4(NORTH BEACH)BOARD Are you 18 year or older? r Yes r No Question applies to REINVESTMENT ZONE NO.4(NORTH BEACH)BOARD The Reinvestment Zone No. 4 must include a Community Member who must be a resident within the TIRZ No. 4 (North Beach) Zone and own or lease property within the Reinvestment Zone No.4 (North beach). Do you qualify? r Yes r No Verification ( !nrrio Q nno„or City Code Requirement- Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement-Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. R I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree r'nrrio Q nno"or City of Corpus Christi 1201 Leopard Street / Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday,January 31,2023 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:36 a.m. B. Invocation to be given by Reverend, Claude Axel, Mount Pilgrim Baptist Church. Reverend Claude Axel, Mount Pilgrim Baptist Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Megan Taylor, Senior at Miller High School. Megan Taylor, Senior at Miller High School, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca 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 Risley and City Secretary Rebecca Huerta Present: 9- Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council Member Dan Suckley,Council Member Everett Roy,Council Member Jim Klein, and Council Member Sylvia Campos E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: 1. 23-0245 Acknowledgement of 81 st Police Academy Graduation City Manager Peter Zanoni congratulated the 25 cadets who graduated from the 81 st Police Academy. The mission is to work as an equal partner with the community to reduce crime, to reduce the fear of crime and enhance public safety. Police Chief Mike Markle thanked Council for their support for public safety. 2. 23-0247 Appointment of Interim Fire Chief Richie Quintero City of Corpus Christi Page 1 Printed on 211012023 City Council Meeting Minutes January 31, 2023 City Manager Peter Zanoni appointed Deputy Fire Chief Richie Quintero as Interim Fire Chief. Chief Quintero has been a member of the Corpus Christi Fire Department for 29 years. He maintains his Master Fire Certification and is a licensed Paramedic. 3. 23-0249 Corpus Christi Water Permanganate Supply City Manager Peter Zanoni stated that permanganate is used in the City's water supply to improve the taste, odor and color of the water. There is only one producer of permanganate in the western hemisphere. Director of Water Utilities Drew Molly stated that the City uses four sources of raw water with two chemicals, chlorine dioxide and permanganate. There is a 13 day supply of permanganate on-hand. Council Members and Director Molly discussed the following topics: the water could start tasting earthy or musty, but will still be safe to drink; and Carus Corporation is hopeful that they will be able to supply permanganate within 90 days. F. PUBLIC COMMENT Mayor Guajardo opened public comment. Alissa Mejia, 41 Camden Place, presented information on the Parks and Recreation Advisory Committee strategic action plan. Melissa Zamora, 3917 Brawner Parkway, spoke regarding capturing rainwater and HVAC condensation. Jay Gardner, 3922 Sweet Bay Dr., spoke in support of Item 23, a second vehicular causeway to and from the island. Carrie Meyer, 4401 Gulfbreeze Blvd., spoke regarding recruitment efforts for the community representative vacancy on the North Beach TIRZ board, and a request for Council to appoint a resident from the North Beach Community Association. Eli McKay, 1008 Marguerite St., spoke regarding her love for the City of Corpus Christi, and a request to do more for city employees. Armon Alex, 1610 La Joya St., spoke regarding his credentials that qualified him to be appointed to the Watershore and Beach Advisory Committee. Maggie Peacock, 7037 Islander Way and Taylor Thorpe, 7037 Islander Way, spoke regarding climate action change. Ted Mandel, 15306 Key Largo Court, spoke in support of Item 23. John Weber, 609 Naples St., spoke regarding Item 5. City of Corpus Christi Page 2 Printed on 211012023 City Council Meeting Minutes January 31, 2023 Adam Rios, 7301 Tangled Ridge Court, spoke regarding BMX skate park lighting. Rachel Caballero, 522 Hancock, spoke regarding the drought contingency plan and industrial use of water versus residential use. Julie Rogers, 710 Furman Ave., spoke regarding increasing public input efforts for the drought contingency plan. Blanca Parkinson, 10810 Silverton Dr., spoke regarding public input for the drought contingency plan and the need for water at West Guth Park. Paul Jack, 3600 Ocean Dr., spoke regarding Item 16 and asked for Council to consider keeping Estrada Hinojosa as their financial advisor. Cathy Fulton, PO Box 457, Port Aransas and Jo Krueger, 1220 Sea Secret, Port Aransas, spoke in support of appointing Joe McComb to the Port of Corpus Christi Commission. Errol Summerlin, 1017 Diomede, Portland, spoke regarding the need for change at the Port of Corpus Christi and the drought contingency plan. G. BOARD &COMMITTEE APPOINTMENTS: 4. 23-0191 Corpus Christi Regional Economic Development Corporation (1 vacancy) Port of Corpus Christi Authority of Nueces County, TX (1 vacancy) Mayor Guajardo referred to Item 4. Corpus Christi Regional Economic Development Corporation: Appointed: Robert Rocha Port of Corpus Christi Authority of Nueces County, Texas: Reappointed: David P. Engel H. EXPLANATION OF COUNCIL ACTION: I. DROUGHT CONTINGENCY AND CONSERVATION INITIATIVES BRIEFING: 5. 23-0225 Briefing by CCW(Corpus Christi Water) on recommended changes to the current Drought Contingency Plan and reviewing the new Water Conservation 365 Plan including conservation initiatives for 2023 and beyond. Mayor Guajardo referred to Item 5. Chief Operations Officer of Corpus Christi Water Michael Murphy presented the following information on the drought contingency plan: overview; water restrictions and lake levels; City of Corpus Christi Page 3 Printed on 211012023 City Council Meeting Minutes January 31, 2023 water sources; Nueces River Choke Canyon Reservoir and Nueces River Lake Corpus Christi; recharge zones; ongoing drought in Texas; drought contingency plan (DCP); revising the DCP; proposed changes; and staff recommendation. Chief Operations Officer of Corpus Christi Water Michael Murphy presented the following information on the Corpus Christi Water Conservation Initiatives: program overview; implementation; organizational chart; resources and outreach. Council Members, City Manager Peter Zanoni, Chief Operations Officer Murphy, Water Resources Manager Esteban Ramos, Strategic Business Manager Adrianna Escamilla, Director of Water System Infrastructure Wesley Nebgen, and City Attorney Miles Risley discussed the following topics: industry drought exemption surcharge funds are used for alternative water supply; the importance of educating the public about water restrictions; the conservation plan applies to large volume users; a Council Member's request for council to meet with the plant managers; the City can enforce San Patricio County's drought plan, but not their conservation plan; Council Members' concerns about a $500 fine being charged to citizens who use sprinkler systems; the fines do not go on the utility bill, they come from municipal court; municipal fines pay for general fund services; a Council Member's request to redirect municipal fines to a water conservation fund; reusing water is not restricted in the drought contingency plan; municipal court fines are not required to be paid in person, they can be paid online or by mail; whether washing machine water can be reused for irrigation; a Council Member's request to exclude December 2022 as part of winter averaging; a Council Member's request for staff to look into solar water panels for Choke Canyon to prevent evaporation and to produce power; a request for an update on the Texas superior water rating; if the City received permits to sell effluent to the public; reuse water can only be sold to commercial customers; a Council Member's request for the City to partner with development services to incentivize water collection systems for new homes; and the importance of providing more public outreach opportunities. J. CONSENT AGENDA: (ITEMS 6 - 25) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Council Members pulled Items 7, 8, 16, 18, 21, 23 and 25 for individual consideration. A motion was made by Council Member Klein, seconded by Council Member Suckley to approve the Consent Agenda with the exception of Items 7, 8, 16, 18, 21, 23 and 25. The motion carried by the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 6. 23-0198 Approval of the January 24, 2023 Regular Meeting Minutes City of Corpus Christi Page 4 Printed on 211012023 City Council Meeting Minutes January 31, 2023 The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 7. 22-2026 Case No. 1022-05 Cypress Point Capital, LLC. (District 5): Ordinance rezoning a property at or near the southeast corner of County Road 43 and Farm to Market Road 2444 (South Staples Street) from the "FR" Farm Rural District to the "RS-22" Single-Family 22 District. Providing for a penalty not to exceed $2,000 and publication.(Planning Commission and Staff recommend approval) Mayor Guajardo referred to Item 7. A Council Member's concern about the expansion of the City into undeveloped areas because it puts strain on our infrastructure. Council Member Klein made a motion to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: 032967 8. 23-0077 Ordinance amending Chapter 14 of the Corpus Christi Code to adopt with local amendments, the International Code Council's 2021 editions of the International Building Code, International Existing Building Code, International Fuel Gas Code, International Mechanical Code, International Plumbing Code, International Residential Code, and International Swimming Pool and Spa Code; amending Chapter 14 of the Corpus Christi Code to adopt with local amendments, the National Fire Prevention Association's 2020 edition of the National Electrical Code; Providing for a penalty not to exceed $500 and publication. Mayor Guajardo referred to Item 8. A Council Member's concern that the City incentivizes installation of natural gas appliances in new construction homes. Council Member Hernandez made a motion to amend the Plumbing Code for the City of Corpus Christi to delete subsection 2 of Section 403.1.1 and subsection 6 of Section 403.2 of the International Plumbing Code to eliminate multiple user facility exceptions, seconded by Council Member Pusley and passed unanimously. City of Corpus Christi Page 5 Printed on 211012023 City Council Meeting Minutes January 31, 2023 Council Member Hernandez made a motion to approve the ordinance as amended, seconded by Council Member Barrera. This Ordinance was passed on second reading as amended and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: 032968 9. 23-0078 Ordinance amending Chapter 18 of the Corpus Christi Code to adopt with local amendments, the International Code Council's 2021 editions of the International Fire Code; Providing for a penalty not to exceed $2,000 and publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032969 10. 23-0202 Ordinance appropriating $1,342,418.83 from Debt Service Fund Balance for the payment of debt and amending the FY 2023 operating budget. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032970 Consent- Contracts and Procurement 11. 23-0009 Motion authorizing the purchase of one additional 2023 Ford F-450 Medic Unit for the Corpus Christi Fire Department from Sterling McCall Ford, of Houston, in the amount of$303,899.00, with FY 2023 funding available from the General fund. This Motion was passed on the consent agenda. Enactment No: M2023-012 12. 22-1461 Motion authorizing a one-year supply agreement, with two one-year options, with Waller County Asphalt, Inc., of Hempstead, Texas, for all-weather asphalt for the Public Works Department, in an amount not to exceed $557,760.00 and a potential amount of$1,692,480.00 if options are exercised, with FY 2023 funding of$371,840.00 from the Street Fund. This Motion was passed on the consent agenda. Enactment No: M2023-013 13. 22-1761 Motion authorizing the purchase of 24 battery backup systems for City traffic signals from Paradigm Traffic Systems, Inc. of Houston, for$127,200.00, through the BuyBoard Cooperative, for Public Works, with FY 2023 funding City of Corpus Christi Page 6 Printed on 211012023 City Council Meeting Minutes January 31, 2023 available from the Streets fund. This Motion was passed on the consent agenda. Enactment No: M2023-014 14. 23-0011 Resolution authorizing the additional expenditure of$57,247.63 to acquire by lease-purchase, through JP Morgan, a transfer trailer for the Solid Waste Services Department, with FY 2023 funding of$24,247.60 from the General Fund and the remaining lease payments of$121,237.93 in future fiscal years, subject to appropriation. This Resolution was passed on the consent agenda. Enactment No: 032971 15. 23-0189 Resolution authorizing two three-year service agreements for uniformed security guard services in a combined amount not to exceed $6,644.145.34, with Universal Protection Service, LP, dba Allied Universal Security Services of Santa Ana, California, with an office in San Antonio, for$5,161,476.00 and TriSec, LLC, dba Signal 88 Security of Corpus Christi for $1,482,669.34, with FY 2023 funding of$1,151,945.96 from various funds. This Resolution was passed on the consent agenda. Enactment No: 032972 16. 23-0158 Motion authorizing a three-year service agreement with two one-year options with Specialized Public Finance, Inc., of San Antonio, for financial advisor services, for an estimated amount of$1,770,846.00, with an estimated potential amount not to exceed $2,500,000.00 if the options are exercised, with FY 2023 funding of$600,000.00 from bond proceeds. Mayor Guajardo referred to Item 16. Council Members, City Manager Peter Zanoni, and Director of Finance Heather Hurlbert discussed the following topics: a Council Member's concern about the selection process for a financial advisor; staff recommends hiring Specialized Public Finance because they solely focus on financial advising; and Specialized Public Finance is a highly reputable business among the state. Council Member Barrera made a motion to approve the motion, seconded by Council Member Suckley. This Motion was passed and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Pusley Absent: 1 - Council Member Hunter Abstained: 0 City of Corpus Christi Page 7 Printed on 211012023 City Council Meeting Minutes January 31, 2023 Enactment No: M2023-015 Consent- Capital Projects 17. 23-0157 Resolution authorizing execution of an Advance Funding Agreement with the Texas Department of Transportation for the Highway Safety Improvements Program to install advanced warning signals, signs, raised median, and school zone improvements at Everhart Road from Holly Road to South Shea Parkway, Gollihar Road from Helen Street to Green Grove Drive, McArdle Road from Clare Drive to Nile Drive, and South Staple Street from Dody Street to Driftwood Street, located in Council Districts 2, 3 and 4, with a City required funding match of 10% in an amount of$37,448.70 for the reimbursement of direct costs with FY 2023 funding available from 1041 Street Fund. This Resolution was passed on the consent agenda. Enactment No: 032973 18. 23-0089 Motion awarding a construction contract to Clark Pipeline Services, LLC, Corpus Christi, Texas, for Citywide Water Line Repair/Replace-Small Diameter Indefinite Delivery Indefinite Quantity (IDIQ) project in an amount of $5,000,000.00, located Citywide, with FY 2023 funding available from the Water Capital Fund. Mayor Guajardo referred to Item 18. This Item was pulled to allow Council Member Suckley to abstain. There were no comments from the Council. Council Member Barrera made a motion to approve the motion, seconded by Council Member Roy. This Motion was passed and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 1 - Council Member Suckley Enactment No: M2023-016 General Consent Items 19. 23-0139 Resolution authorizing submission of grant application for $367,441.52 to the State of Texas under the Victims of Crime Act for salaries and benefits for four civilian positions for the Corpus Christi Police Department's Victim Assistance Program, with $18,080.00 in-kind services. This Resolution was passed on the consent agenda. City of Corpus Christi Page 8 Printed on 211012023 City Council Meeting Minutes January 31, 2023 Enactment No: 032974 20. 23-0140 Resolution authorizing submission of grant application for $59,609.00 to the State of Texas Criminal Justice Division under the Violence Against Women Act Fund for the salary and benefits of one civilian position in the Corpus Christi Police Department's Family Violence Unit, with a City cash match of$20,810.00 cash and $6,960.00 for in-kind services. This Resolution was passed on the consent agenda. Enactment No: 032975 21. 23-0160 Motion authorizing a Small Business Incentive Agreement between the Corpus Christi B Corporation and LiftFund, Inc., in the amount not to exceed $100,000.00, for the loan buy down program from October 1, 2022 through September 30, 2023. Mayor Guajardo referred to Item 21. Council Members, Interim CEO of Corpus Christi Regional Economic Development Corporation Mike Culbertson, LiftFund Market Manager Laura Estrada, and Director of Finance Heather Hurlbert discussed the following topics: LiftFund is used to loan money to small businesses that are turned down by banks; the grant money pays down the interest; LiftFund takes risks that a traditional lender will not take and partners with multiple banks; LiftFund covers 15 states and is the largest non-profit in the United States; LiftFund has repaid the City $853,000 out of$1.2 million; and the City is buying down 7 percent interest for small businesses. Council Member Pusley made a motion to approve the motion, seconded by Council Member Barrera. This Motion was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: M2023-017 22. 23-0200 Motion authorizing the termination of the TIRZ #5 developer reimbursement agreement with South Padre Investment, Inc., by agreement of the parties. This Motion was passed on the consent agenda. Enactment No: M2023-018 23. 23-0205 Resolution urging the 88th Texas Legislature to support and prioritize the study, design, and construction of a second vehicular causeway to facilitate traffic to and from North Padre Island, Mustang Island, and the City of Port Aransas across the Laguna Madre to the mainland, as endorsed in concept by a prior City of Corpus Christi Page 9 Printed on 211012023 City Council Meeting Minutes January 31, 2023 City Council approving the causeway to be included in the Cities Urban Transportation Plan. Mayor Guajardo referred to Item 23. Council Members and Director of Planning Dan McGinn discussed the following topics: a Council Member's concern about adding a second causeway due to increasing traffic on the island, and a concern about development on barrier islands; this would have to be a state funded project; the island and Flour Bluff community is requesting a second route on and off the island; and a Council Member's request to add regional parkway language to the resolution. Council Member Hernandez made a motion to amend the resolution to include "via the Regional Parkway sections A and B," seconded by Council Member Pusley and passed unanimously. Council Member Hernandez made a motion to approve the resolution as amended, seconded by Council Member Pusley. This Resolution was passed as amended and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy and Council Member Campos Nay: 1 - Council Member Klein Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: 032976 Consent-First Reading Ordinances 24. 23-0156 Ordinance authorizing acceptance of a grant in the amount of$154,059.50 from the State of Texas under the FY 2023 Bullet-Resistant Shield Grant for the purchase of 49 additional bullet-resistant shield for the Corpus Christi Police Department and appropriating $154,059.50 in the Police Grants Fund. This Ordinance was passed on first reading on the consent agenda. 25. 23-0166 One-reading ordinance amending the FY 2023 Capital Budget to include Bond 2022 Propositions for Streets, Parks, Public Safety, and Library; appropriating $66,181,900 to the FY 2023 Capital Budget, and amending the FY 2023 Capital Improvement Program by adding 32 Bond 2022 Program projects. Mayor Guajardo referred to Item 25. Council Members and City Manager Peter Zanoni discussed the following topics: a residential street package can be added to the 2024 bond; and bond projects with leftover funding was put into residential streets. City of Corpus Christi Page 10 Printed on 211012023 City Council Meeting Minutes January 31, 2023 Council Member Klein made a motion to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on emergency and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: 032977 K. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 2:43 p.m. Executive Session Items 32 and 33 were held during the lunch recess. Mayor Guajardo reconvened the meeting at 4:05 p.m. L. PUBLIC HEARINGS: (ITEMS 26 - 28) 26. 22-2002 Case No. 1022-01 Sun George Contracting and Development Company (District 4): Ordinance rezoning a property at or near 2626 Rodd Field Road, located along the east side of Rodd Field Road, south of Wooldridge Road, and north of Saratoga Boulevard (SH-357), from the "FR" farm Rural District to the "CN-1" Neighborhood Commercial District (Planning Commission and Staff recommend denial of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District, and in lieu thereof, approval of a change in zoning to the "CN-1" Neighborhood Commercial District). Mayor Guajardo referred to Items 26 through 28. Mayor Guajardo opened the public hearings for Items 26-28. There were no comments from the public. Mayor Guajardo closed the public hearings. Council Member Pusley made a motion to approve Items 26-28, seconded by Council Member Klein. These Ordinances were passed on first reading and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 1 - Council Member Roy City of Corpus Christi Page 11 Printed on 211012023 City Council Meeting Minutes January 31, 2023 27. 23-0075 Case No. 1222-01 ADR Investments (District 4): Ordinance rezoning properties at or near 810 Naval Air Station Drive, located at the southeast corner of Naval Air Station Drive and Claride Street, from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval of the rezoning request from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit). See Item 26. Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 28. 23-0076 Case No. 1222-02 ADR Investments (District 4): Ordinance rezoning properties at or near 936 Waldron Road, located along the west side of Waldron Road, and north of Fawn Drive, from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval of the rezoning request from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit with Conditions). See Item 26. Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 M. INDIVIDUAL CONSIDERATION ITEMS: (NONE) N. BRIEFINGS: (ITEMS 29 - 31) 29. 23-0129 Developing Our Future: Corpus Christi Master Planning and Impact Fee Study Update Briefing Mayor Guajardo referred to Item 29. Director of Development Services Al Raymond presented information on the following topics: how did we get here; master planning and impact fee study contract; capital improvement advisory committee; Pape Dawson Engineers; project schedule; why is this project needed; how does this solve the funding issue; and what are the benefits to City of Corpus Christi Page 12 Printed on 211012023 City Council Meeting Minutes January 31, 2023 Corpus Christi. Council Members and Director Raymond discussed the following topics: a Council Member's issue with impact fees because the government will be in charge of investments; the Master Plan is developed by the City for a ten year period; the master plans are lead by land use assumptions; the Capital Improvement Plan will deliver a list of projects; impact fees will support bringing infrastructure to a development; a developer can get credits for the impact fees; impact fees will have to be spent in the service area where it was created; if there is no development, there will be very little impact fees; the developer will no longer be reimbursed by the city; and a comparison analysis for trust funds versus impact fees will show that impact fees cover all utilities, while a trust fund only covers water and wastewater. 30. 23-0025 Quarterly briefing update to City Council on operations at the American Bank Center Mayor Guajardo referred to Item 30. General Manager of OVG360 Daniel Melise presented information on the following topics: about Oak View Group; unmatched regional resources; background; meet the team; new events/announcements; fourth annual Coastal Christmas; successful events; marketing; community outreach; new business initiatives; current projects; current local food and beverage partnerships; food and beverage revenue; partnerships; and facility assessment. Council Members, Clty Manager Peter Zanoni, Mr. Melise, and Assistant Director of Aviation Elsy Borgstedte discussed the following topics: the landscaping includes landscape lighting, but not stairway lighting; Council Members concerns about the long lines inside and outside the American Bank Center during a recent sold-out event; the plan is to expand and redesign the sale area; receiving more notifications about event cancellations and security issues; the roof and HVAC system are the primary concerns; prioritization and funding are the next steps; and if an event is canceled, promoters pass along information through social media and Ticketmaster sends out an email. 31. 23-0165 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Fourth Calendar Quarter of 2022) Mayor Guajardo referred to Item 31. Interim CEO of Corpus Christi Regional Economic Development Corporation (CCREDC) Mike Culbertson presented information on the following topics: mission statement; Corpus Christi M/A housing report; sales tax collection allocations; MSA unemployment rates; November 2022 employment by Sector for CC MSA; CCREDC project pipeline; area projects net taxable value; 2022 business retention and expansion report; CCREDC 2021-2022 projects; and business attraction trade shows. Council Members, City Manager Peter Zanoni, and Mr. Culbertson discussed the City of Corpus Christi Page 13 Printed on 211012023 City Council Meeting Minutes January 31, 2023 following topics: staff is in the process of recruiting a new director for the City's Economic Development Department; this data was compiled in November 2022; the City contributes $700,000 annually to CCREDC; the process of recruiting high tech companies; the need to diversify the economy; the importance of focusing on education; a Council Member's request for the EDC to look into being a permanganate supplier; and Valero Refinery pays less than 63 percent of the tax bill. O. EXECUTIVE SESSION: (ITEMS 32 -33) Mayor Guajardo referred to Executive Session Items 32 and 33. The Council went into Executive Session at 2:43 p.m. The Council returned from Executive Session at 4:05 p.m. 32. 23-0194 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 case of Annette Rodriguez v. City of Corpus Christi, et al. including potential consideration of settlement offers and/or fees for attorneys, engineers, other expert witnesses assisting in this case, deposition fees, and court costs, and updates on litigation in other cases. This E-Session item was passed after executive session. The following motion was considered: Motion to authorize the execution of amendments, agreements and encumbrance of funds for legal and other professional consulting and expert witness services and associated court reporter, copy, travel, data, and other costs for the lawsuit of Annette Rodriguez v. City of Corpus Christi in a total added amount of up to $161,385 with the law firm of Royston, Rayzor, Vickery & Williams, LLP and other providers of services relevant to said lawsuit. Council Member Barrera made a motion to approve the motion, seconded by Council Member Pusley. This Motion was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: M2023-019 33. 23-0250 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 case of City of Ingleside v. City of Corpus Christi, including potential consideration of settlement offers and/or City of Corpus Christi Page 14 Printed on 211012023 City Council Meeting Minutes January 31, 2023 fees for attorneys, engineers, other expert witnesses assisting in this case, deposition fees, and court costs, and updates on litigation in other cases. This E-Session item was passed after executive session. The following motion was considered: Motion to authorize the City Manager or his designees to execute an amendment to the Professional Services Agreement with Chaves Obregon & Perales LLP to provide for up to $15,000 additional funds for representation in the lawsuit of City of Ingleside v. City of Corpus Christi. Council Member Pusley made a motion to approve the motion, seconded by Council Member Barrera. This Motion was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: M2023-020 P. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 6:54 p.m. City of Corpus Christi Page 15 Printed on 211012023 so �o o� A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of January 31, 2023 DATE: January 31, 2023 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a)-cctexas.com (361) 886-2603 Acceptance and appropriation of the FY 2023 Bullet-Resistant Shield Grant Program for the Corpus Christi Police Department CAPTION: Ordinance authorizing acceptance of a grant in the amount of $154,059.50 from the State of Texas under the FY 2023 Bullet-Resistant Shield Grant for the purchase of 49 additional bullet- resistant shield for the Corpus Christi Police Department and appropriating $154,059.50 in the Police Grants Fund. SUMMARY: State funding has been awarded through the Office of the Governor, Public Safety Office, Criminal Justice Division, for the purchase of 49 additional bullet-resistant shields to equip Corpus Christi Police Department sworn officers. BACKGROUND AND FINDINGS: The Corpus Christi Police Department (CCPD) has received $154,059.50 for the purchase of 49 additional bullet-resistant shields through the State of Texas' FY 2023 Bullet-Resistant Shield Grant. The bullet-resistant shields will be placed in CCPD patrol units in different districts across the city. Currently, CCPD only has SWAT shields, which are much heavier and less transportable than the bullet-resistant shields being applied for in this grant application. The new, mobile bullet- resistant shields will allow CCPD officers to carry them in their vehicle units and in the field. This is the first time that the City has been awarded this grant. It also was the first time that the City had applied for this grant. The grant funds were provided to agencies that may respond to school safety emergencies. The grant funds must be used to equip peace officers directly employed by a law enforcement agency. The grant applications will be prioritized by the Governor's Office in the following order: 1) Peace officers directly employed by school districts 2) Peace officers contracted by school districts 3) Other peace officers that may respond to school safety emergencies There are five school districts, twenty-five private schools, a community college, and a state university within CCPD's jurisdiction. 124 CCPD officers work off-duty security in these schools and on-duty officers respond to calls for service at these schools. CCPD will bring an item to City Council for consideration for the purchase of the 49 additional bullet-resistant shield grants with the funds received from this grant. This is the first time that the Corpus Christi Police Department has received this grant. ALTERNATIVES: The alternative is not to submit the grant. However, this will result in having to find funds, if available, in the General Fund in order to purchase the bullet-resistant shields. Since CCPD currently only has SWAT shields, this would cause CCPD to lose out on much needed bullet- resistant shields for its non-SWAT officers in the field. FINANCIAL IMPACT: The financial impact is the addition of$154,059.50 in the Police Grants Fund. FUNDING DETAIL Fund 1061 Organization/Activity: Police Grant Fund — Mission Element: 151 Project # 822911S Account: 520090— Minor Tools & Equipment Amount: $154,059.50 RECOMMENDATION: Staff recommends accepting the grant award and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance accepting a grant in the amount of$154,059.50 from the State of Texas Office of the Governor — Criminal Justice Division for equipping City of Corpus Christi Police Officers with bullet-resistant shields and appropriating $154,059.50 in the Police Grants Fund; appropriating funds in the amount of $154,059.50 to the Police Grants Fund' and amending the operating budget. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant in the amount of$154,059.50 from the State of Texas Office of the Governor— Criminal Justice Division (CJD) for funding eligible under the FY2023 Bullet-Resistant Shield Grant Program. SECTION 2. The City of Corpus Christi designates the Chief of Police as the grantee's authorized official. The authorized official is given the power to apply for, accept, reject, alter, or terminate the grant on behalf of the applicant agency. SECTION 3. That $154,059.50 is appropriated in the No. 1061 Police Grants Fund from the CJD for eligible bullet-resistant shields. SECTION 4. In the event of the loss or misuse of the CJD funds, the City of Corpus Christi assures that the funds will be returned to the CJD in full. SECTION 5. That the 2022-2023 operating budget approved by Ordinance No. 032855 is hereby amended to increase revenues and expenditures. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Michael Hunter Jim Klein Mike Pusley Everett Roy Sylvia Campos Roland Barrera Dan Suckley Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Michael Hunter Jim Klein Mike Pusley Everett Roy Sylvia Campos Roland Barrera Dan Suckley Gil Hernandez PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Statement of Grant Award(SOGA) The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG). This Grant Agreement and all terms,conditions,provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies,departments, divisions,governmental entities,public corporations,and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants,agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative' and`Budget/Details' tabs.By accepting the Grant Award in eGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes,regulations,policies,guidelines and requirements. In instances where conflicting requirements apply to a Grantee,the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award;the OOG Grantee Conditions and Responsibilities;the Grant Application in eGrants; and the other identified documents in the Grant Application and Grant Award,including but not limited to: 2 CFR Part 200,Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards;Chapter 783 of the Texas Government Code,Title 34,Part 1,Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code,and the Texas Grant Management Standards(TxGMS)developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding,the Funding Announcement or Solicitation under which the OOG was awarded funds;and any applicable documents referenced in the documents listed above.For grants awarded from the U.S.Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply.For grants awarded from the Federal Emergency Management Agency(FEMA),all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply. The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept'button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement,including all provisions incorporated herein,and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s)of Funding and Other Fund-Specific Requirement(s),if any,cited below: Grant Number: 4646001 Award Amount: $154,059.50 Date Awarded: 1/9/2023 Grantee Cash Match: $0.00 Grant Period: 09/01/2022-08/31/2023 Grantee In Kind Match: $0.00 Liquidation Date: 11/29/2023 Grantee GPI: $0.00 Program Fund: SH-Bullet-Resistant Shield Grant Program Total Project Cost: $154,059.50 Grantee Name: Corpus Christi,City of Project Title: Bullet-Resistant Shield Grant Grant Manager: Shayla Smothers Unique Entity Identifier(UEI): XETBTPKCL895 CFDA: N/A Federal Awarding Agency: NA Federal Award Date: N/A- State Funds Federal/State Award ID Number: 2023-SH-ST-0000 Total Federal Award/State Funds $50,000,000.00 Appropriated: Pass Thru Entity Name: Texas Office of the Governor—Criminal Justice Division(CJD) Is the Award R&D: No Federal/State Award Description: This purpose of this funding is to equip peace officers with bullet-resistant shields. se o H v AGENDA MEMORANDUM NOgpOPPt EPublic Hearing and First Reading for the City Council Meeting of January 31, 2023 1852 Second Reading for the City Council Meeting of February 14, 2023 DATE: January 31 , 2023 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning for Property at or near 2626 Rodd Field Road. CAPTION: Case No 1022-01 Sun George Contracting & Development Company (District 4): Ordinance rezoning property at or near 2626 Rodd Field Road from the "FR" Farm Rural District to the "CG-2" General Commercial District. PURPOSE: The purpose of this request is to allow a commercial development that will consist of retail, office, and restaurant uses. BACKGROUND AND FINDINGS: The subject property is 6.265 acres in size. To the north of the site, properties are zoned "RM-3" Multi-Family and "FR" Farm Rural with Low-Density Residential uses with a few vacant lots, to the south, "CG-2" General Commercial and "RS-TF" Two Family with Low-Density Residential uses with some vacant parcels as well; to the east, "RS-6" Single-Family with Low-Density Residential uses; and to the west, "CN-1" Neighborhood Commercial with Medium-Density Residential and Commercial uses. A 100-foot drainage ditch runs through the site along its northern and eastern boundaries, distancing the site from properties to the north and east. The proposed rezoning is inconsistent with the Future Land Use Map (FLUM) and would require an amendment. The development pattern since the early 1980s has been of a commercial nature along the Rood Field corridor, and among the commercially zoned lots are "CG-2" parcels. While the placement of a Medium-Density Residential use, as designated by the FLUM for the site, is encouraged by the city's Comprehensive Plan near an arterial, the proposed development is also beneficial with the adjacent neighborhoods and proposed mobility trails and tracks. The Southside Area Development Plan and the Comprehensive Plan both encourage interconnected developments and recommend pedestrian and bicyclist access for General Commercial areas. The site meets the minimum development standards for the requested zoning district, however, as are the CG-2 zoned lots along Rodd Field Road, they are typically found at major intersections as part of nodal development. The proposed development is not applicable mid-block. The "CG-2" General Commercial District allows more intense commercial uses, such as mini-storages, bars, and nightclubs. Typical uses allowed in the "CG-2" zoning district are apartments, restaurants, retail and service, offices, bars, mini-storage, vehicle sales and repair, and car washes. Typical uses allowed in the "CN-1" zoning district are apartments, offices, retail and service, and car washes (automated). Not permitted in the "CN-1" zoning district are bars, mini-storage, and vehicle sales and repair. Of note, however, the "CN-1" Neighborhood Commercial district does not restrict the size of restaurant uses or retail development. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff proposed denial of the change of zoning. ALTERNATIVES: 1 . Approval of the change of zoning from "FR" Farm Rural District to "CG-2" General Commercial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission recommended denial of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District, and in lieu thereof; approval of a change in zoning to the "CN-1" Neighborhood Commercial District on November 2, 2022. Vote Count.- For: ount:For: 6 Opposed: 0 Absent: 1 Abstained: 0 Staff recommended denial of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District, and in lieu thereof; approval of a change in zoning to the "CN-1" Neighborhood Commercial District. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 1022-01 Sun George Contracting & Development Company (District 4): Rezoning a property at or near 2626 Rodd Field Road from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District. Providing for a penalty not to exceed $2,000 and publication. 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 Lots 1-2, Block 17, Rodd East; Block 2, Estes Tract; and 0.869 acre out of the SW corner of Lot 17, Section 27, Flour Bluff & Encinal Farm Garden Tract, as shown in Exhibit "A" and "B": From the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District. The subject property is located at or near 2626 Rodd Field Road. Exhibit A, which is a metes and bounds description of the property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1 , 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 6 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 3 of 6 Exhibit A STATE OF TEXAS C®UUNTV OF NUECES Field notes of a 6.265 acre tract being all of Lots 1 &2,Block 1.7,"Rodd East Subdivision", as shown on a map recorded in Volume 27,Page 100,Map Records Nueces County,Texas,also Block 2,"Estes Tract",as shown on a map recorded in Volume 26,Page 81,Map Records Nucces County,Texas,and also a portion out of Section 27 of the"Flour Bluff&Encinal Farm &Garden Tracts"as shown on a map recorded in Volume"A",Pages 41 -43,Map Records Nueces County,Texas. Said portion out of Section 27 being described in a deed recorded in Volume 1581,Page 350, Deed Records Nueces County,Texas. Said 6.265 acre tract being more particularly described as follows: BEGINNING at a 518"re-bar found in the southeast right of way of Rodd Field Road(a.k.a. Slate Highway No.357),for the west corner of Lot 4,Block 17,"Rodd East Subdivision",as shown on a map recorded in Volume 28,Page 86,Map Records Nueces County,Texas,for the north corner of said Lot 1,Block 17,and for the north corner of this survey,from WHENCE the intersection of the southeast right of way of Rodd Field Road and the southwest right of way of Wooldridge Road,bears North 29°11'22"East,a distance of approximately 590 feet. THENCE with the common line of said Lot 4,Block 17,said Lot 1,Block 17,and this survey, South 61°20'23"East,a distance of 94.06 feet to a 5/8"re-bar found for an inside corner of said Lot 4,Block 17,for an outside corner of said Lot 1,Block 17,and for an outside corner of this survey. THENCE with the common line of said Lot 4,Block 17,said Lot 1,Block 17,and this survey, South 31°20'20"East,at a distance of 387.61 feet pass a 5/8"re-bar found 0.13 feet to the right, and in all a total distance of 387.93 feet to a point in the northwest line of the Rolland Hyatt,Jr. and Norma Bazaldua 1.88 acre tract described in a deed recorded in Document No.2020004580, Deed Records Nueces County,Texas,for the south corner of said Lot 4,Block 17,for the east corner of said Lot 1,Block 17,and for the east corner of this survey. THENCE with the common line of said Hyatt/Bazaldua 1.88 acre tract,said Lot 1,Block 17 and this survey, South 28°3937"West,a distance of 124.40 feet to a 5/8"re-bar found for the west corner of said Hyatt/Bazaldua 1.88 acre tract,for the south corner of said Lot 1,Block 17,for the east corner of said Block 2,and for an inside corner of this survey. THENCE with the common line of said Hyatt/Bazaldua 1.88 acre tract and this survey,South 61°20'23"East,a distance of 98.61 feet to a point in the southwest line of said HyattBazaldua 1.88 acre tract,and for an outside corner of this survey. THENCE with the southeast line of this survey,South 28°39'37"West,a distance of 383.54 feet to a 5/8"re-bar found for the north corner of the Rodger F.Estes 0.87 acre tract described in a deed recorded in Document No.2022029337,Deed Records Nueces County,Texas,for the east comer of Lot 1,Block 3,"Lake Placid Estates",as shown on a snap recorded in Volume 68, Pages 797-798,Map Records Nueces County,Texas,and for the south corner of this survey. Page 4 of 6 THENCE with the common line of said Lot 1,Block 3 and this survey,North 61'20'23"West, a distance of 98.57 feet to a 518"re-bar set in the northeast line of Lot 2 of said Block 3,for the south former of the Rosendo J, and Rosario R.Perez 1.00 acre tract described in a deed recorded in Document No.2011021403,Deed Records Nueces County,Texas,and for an outside corner of this survey. THENCE with the common line of said Perez 1.00 acre tract and this survey,North 28°39'37" East,a distance of 85.02 feet to a 5/8"re-bar found for the east corner of said Perez 1,00 acre tract,for the south corner of said Block 2,and for an inside corner of this survey. THENCE with the common line of said Perez 1.00 acre tract,said Block 2 and this survey, North 61'43'l 6"West,a distance of 435.79 feet to a 5/8"re-bar found in the southeast right of way of Rodd Field Road,for the north corner of said Perez 1.00 acre tract,for the west corner of said Block 2,and for the west corner of this survey. THENCE with the common line of the southeast right of way of Rodd Field Road,said Block 2 and this survey,North 29°1 1'22"East,at a distance of 456.03 feet pass a 5/8"re-bar found in the southeast right of way of Rodd Field Road,for the north corner of said Lot 2,Block 17,for the west corner of said Lot 1,Block 17,and in the northwest line of this survey,and in all a total distance of 619.82 feet to the POINT OF BEGINNING,and containing 6.265 acres of land, more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83 (93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 3.)Set 5/8"re-bar=steel re-bar set with yellow plastic cap labeled Brister Surveying, I,Ronald E. Brister do hereby certify that this survey of the property legally described herein was made on the ground this day August 24,2022 and is correct to the best of my knowledge and belief. '-'-�xv e./&� Ronald E.Brister,RPLS No. 5407 Date: August 25,2022. OF 1 I Qp��l r3 .IWES,rER a .?���• =�patia•Era„ Job No. 221939 Page 5 of 6 Exhibit B R M- FR -6 RM- 1 sFe 4,q��gN �0 C,Q 3p S-6 pQ`� O ¢° SUBJECT PROPERTY eQGis Q �•psr ,O O� R•M- 1 A RS-6 0 R��CNTO C �TC'y ? ro FNFR s G-2 gyp) v� r4 CG-2 c�q�cy O,Q RS-TF RS- CASE• 1022-01 N SUBJECT PROPERTY WITH ZONING ® �9 5 Subject Y' Property 'Tti yey A-1 ApalI nt Nouse District 1-1 L united Industrial Di ctin ct A-1A As Iment Nouse District -2 tight Industrial District m A-2 Apartnuent House District I-3 Hegry Industrial District S/sa. AD Pufi-iu loft Di i PUD F`1111111dU iD-1, nI h �4� AT A artmentT [Ds[ct R-1A On, Dwelling Dstrict Tfi V of p e B-1 Ive gha omood Business District R-1B one Fainly Dwell ing Dstria .Q SUBJECTS �' A"�pD &1A Neighhorhood Business Dictrmt R-1c one Famny Dwelling Diotria z Sri PROPERTY �' a r E-2 Bayfront Business District R-2 MulbpleD cllling Distort &2A Earrier Island Business District RA One Family Dwelling District E3 Business Distort RE R.iidenOal Estate District .,y�t�„ rGlLn 4! B4 General Business District R-TH Townhouse Dv llina District �■o, 'p1p.b B-5 Primary Business Distract SP Special Permit B-g Ph nary Business Core DisMc[ T-1ATravel Trailer Park District BD Carpus Christi BeachDesgnDist T-1B Manuf-nor Hom.Bork Duo- 0tvof F-R Farm Rural Dist- T-1C Manuhrtured Home Subdivision Corpus HC His<oi-CulturalLandmerk District TI Christi Esri,HERE, LOCAON MAP F—..anen Page 6 of 6 ZONING REPORT Case # 1022-01 Applicant & Subject Property City Council District: 4 Owner: Sun George Contracting & Development Company Applicant: Sun George Contracting & Development Company Address: 2610, 2626, 2636, and 2640 Rodd Field Road Location: Along the east side of Rodd Field Road, north of Saratoga Boulevard (SH-357), and south of Wooldridge Road. Legal Description: Lots 1-2, Block 17, Rodd East; Block 2, Estes Tract, and 0.869 Acre out of lot 17, Section 17, Flour Bluff & Encinal Farm Garden Tract Acreage of Subject Property: 6.265 Acres Pre-Submission/Early Assistance Meeting: 04/16/2022 Zoning Request From: "FR" Farm Rural District To: "CG-2" General Commercial District Purpose of Request: To allow for a commercial development that will consist of retail, office, and food service uses. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Residential Estate, Medium Density Site "FR" Farm Rural Drainage Corridor, and Residential, and Vacant Permanent Open Space "FR" Farm Rural, and Low-Density Residential, Medium-Density North "CN-1" Neighborhood Vacant, and Commercial Residential, Commercial Commercial South "CG-2" General Commercial, Low-Density Residential, Commercial, and Medium and "RS-TF" Two-Family and Vacant Density Residential Drainage Corridor, and Drainage Corridor, and East "RS-6" Single-Family 6 Low-Density Residential Medium Density Residential Commercial, and West "CN-1" Neighborhood Medium-Density Commercial, and High Commercial Density Residential Residential Plat Status: Property is not platted. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): None Code Violations: None. Transportation and Circulation FOR Rodd Field Road Designation-Urban Section Proposed' Section Existing' Rodd Field Street "A3" Road Primary Arterial- 130' 4 Lanes, 1 Turning Lane Divided 120' Bicycle Infrastructure Distance to Bicycle Network 2 Segment Segment Proposed Existing2 Along the west side of the Mary Carroll Off-Road Multi Use Trail None Drainage Ditch Along Rodd Field Road One-way Cycle Track (Both None Sides) Trans it3: The Corpus Christi RTA provides transit services via the following bus routes: 1 . Bust Route 24 Airline/Yorktown Connector with bus stops along airline Road, north of Downing Street (Approximately 1 mile), and another south of Fitzhugh Drive (Approximately 1 mile) to Yorktown Boulevard. 2. Bus Route 26 Airline/Lipes with bust stops along Airline Road, one south of Wilderock Drive, and another South of Meadow Vista Drive. Both are within approximately 2 miles. 3. Bus Route 29 Staples with bus stops along Rodd Field Road, south of Padre Island Drive (Approximately 1-1/4 mile). 'City of corpus Christi Urban Transportation Plan 2Strategic Plan for Active Mobility 3Corpus Christi Regional Transportation Authority Utilities Gas: An 8-inch WS gas line exists along the east side of Rodd Field Road. Stormwater: A 60-Inch SBC pipe exists along the east side of Rodd Field Road. Wastewater: An 8-Inch VCP line exists near the southeastern boundary of the area of request. Water: A 30-Inch DIP (Transmission) water line exists along the east side of Rodd Road along with an 8-Inch PVC (Distribution) line. Corpus Christi Comprehensive Plan Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Southside Area Development Plan (Adopted on March 17, 2020). Water Master Plan: A 30-Inch water line is proposed along the west side of Rodd Field Road. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed . 36 within a 200-foot notification area • 4 outside 200-foot notification area In Opposition . 0 inside the notification area • 0 outside notification area • 0% in opposition within the 200-foot notification area Zoning Report Page 3 Public Hearing Schedule Planning Commission Hearing Date: November 2, 2022 City Council 1St Reading/Public Hearing Date: January 31 , 2023 City Council 2nd Reading Date: February 14, 2023 Background: The subject property is a 6.265-Acre tract (consisting of several properties) in the Southside area, located along the east side of Rodd Field Road (a primary arterial road), north of Saratoga Boulevard (SH-357), and South of Wooldridge Road. A 100-foot drainage ditch runs through the site along its northern and eastern boundaries. The city's records also indicate three flood zones within the site and 0.73-acre of wetlands at the drainage corridor. Across several blocks on Rodd Field Road, are patches of the "FR" Farm Rural zoning District left from the annexation of the area in the 1960s. Among them are a few existing residential uses, and some are vacant lots. Starting in 1983, some of the properties along the corridor were rezoned to General Commercial or Neighborhood Commercial, and beyond them are Single-Family and Multi-Family subdivisions. Office, public/civic, and retail sales and services, with mostly single-story structures, are among the uses found within the block. The Bicycle Mobility Plan shows a few trails and tracks along the drainage corridor and in proximity to the site. An off-road multi-use trail is proposed along the Mary Carroll ditch and a one-way cycle track along Rodd Field Road and Oso Parkway northwest of the site, connecting several neighborhoods in the area. Comprehensive Plan (Plan CC) Consistency: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design o Encourage orderly growth of new residential, commercial, and industrial areas. o 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. o Encourage the protection and enhancement of residential neighborhoods. o Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. • Future Land Use Map Consistency: o The proposed rezoning for commercial use is inconsistent with the Future Land Use Map (FLUM) and would require an amendment: o Designated Future Land Use: Medium-Density Residential and Permanent Open S pace. Staff Analysis: "While the comprehensive plan is consulted when making decisions about rezoning, it does not justify the denial of a plat or the development of land." (Plan CC). Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis staff notes the following: • The proposed rezoning is inconsistent with the Future Land Use Map (FLUM) and would require an amendment to the FLUM. o The Future Land Use Map designates a Medium-Density Residential use for the subject property, and while the city's comprehensive plan also encourages the placement of such use near an arterial, the proposed development is also beneficial with the adjacent neighborhoods and proposed mobility trails and tracks. o The development pattern since the early 1980s has been of a commercial nature. There are a few "CG-2" zoned lots along the corridor. The proposed development is appropriate. • The Southside Area Development Plan and the Comprehensive Plan both encourage interconnected developments. • Pedestrian and bicyclist access are also recommended for general commercial areas. • The applicant's proposal is compatible with the adjacent uses and character and will not adversely affect the neighborhood. This rezoning is an opportunity to enhance the character envisioned. • The site meets the minimum development standards for the proposed zoning district, however: o The "CG-2" General Commercial District is a zoning district typically found at major intersections as part of nodal development. Therefore, it is not applicable mid-block. o The "CG-2" General Commercial District allows more intense commercial uses such as Mini-Storage, Bars, and Night Clubs. o In contrast, the "CN-1" District does not allow such uses and has no restriction on the size of restaurant uses or retail development. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff has concluded that the adjacent uses would be better served by the "CN-1" Neighborhood Commercial District which is more consistent with the Rodd Field Road corridor. Planning Commission and Staff Recommendation (November 2, 2022): Denial of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District, and in lieu thereof; approval of a change in zoning to the "CN-1" Neighborhood Commercial District. ATTACHMENT A: EXISTING ZONING AND NOTICE AREA Zoning Report Page 5 R M- FR -06 7 8 36 RM- 9 CN- 1 1 35 O� 00�v 33 4 �O S 0 Fe4S��4 FR S-6 20 34 2 SECT 19 UBJ PROPERTY i8 eRos e- FRs� ,o 3 17 22 m R 65 16 c 21 �FRicNr R S-615 ��Tc ® �R 9 m H`c4FR 14 S 23 37 13 G-2 26 12 COQ 25 w� CG-2 27 24 11 2810 29 30 31 y yaR RS- TF, 32 RS- CASE: 1022-01 ! W E Zoning and notice Area 5. RM-1 Multifamily? IL Light Industrial RM.2 Multifamily2 IH Heavy Industrial RIM-3Multifamily3 PUD Planned Unit Dev.Overlay • ON Professional Office RS-10 Single-Faznily10 O RM-AT Multifamily AT RS-6 Single-Family6 icy! CN-1 Neighborhood Commercial RS-4.5 Single-Family4.5 R nj CN-2 Neighborhood Commercial RS-TF Two-Family CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate4, y 3.pa0f CG-1 General Commercial RS-TH Toa *A CG-2 General Commercial SIP SpecialPermit PermitO m ? ��' wCI Intensive Commercial RV Recreational Vehicle Park 4- SUBJECTS gyp!} CBD Down[ovvn Commercial s RMH Manufactured Home » PROPERTY CR-3 Resort Commercial $ co Farm Rural H r�4 a HHistoric Overlay y�t BP Business'ark �W.r 0,."f ,)a,,amperty o—, ,1� a w th 200'buffer Favor 4 owners th,,200-rneb o y owners Ci ly o f aefacneb ownersnlp fabfe Xlropposm°n corpus Esn,HERE, Christi LOCATION MAP Zoning Case 1022-01 Sun George Contracting & Development Company DISTRICT 4 Rezoning for a property at or near ° 2626 Rodd Field Road From "FR" to "CG-2" �M SUBJECT PROPEUV 'F . .� ( .cif cn =_="'--a•rc•. r . Ge'T{ LOGATION MAP City Council 1 `` 4, January 31, 2023 Zoning and Land Use F Proposed Use: Commercial Development consisting of retail, office, and food service uses. RM-1 .W-, Area Development Plan: Southside (Adopted March 17, 2020) Future Land Use Map: Medium-Density Residential and Permanent Open �fyc� Space a� s- w Existing Zoning: "FR" Farm Rural 2 ySy O i Adjacent Land Uses: North: Low-Density Residential, Drainage Corridor, and vacant (Zone: RM-3, FR) Rs South: Low-Density Residential and Vacant (Zone: G_2 �a. CG-2, RS-TF) East: Drainage Corridor and Low-Density Residential CG.2 �, (Zone: RS-6) ® /9 _TF West: Commercial, and Medium-Density Residential 071091994 �R.. (Zone: CN-1) Public Notification 36 Notices mailed inside 200' buffer RM 4 Notice(s) mailed outside 200' buffer FR 7 H 36 RM-f CN- Notification Area �Q a 3& 33 QQ 4 eo Opposed: 0 (0.00%) ° Se�sT4m Separate Opposed Owners. 0 S. � 7i ®e 18 BRGSFR Q4 Sr 0 3 17 r� In Favor: 0 (0.00%) 'RM.-1 M RS- 23 S-23 37 13 G-2 12 25 ao- 26 "Notified property owner's land in SQF/Total square Cs-2 27 21 footage of all property in the notification area = 8 30 31 Percentage of public opposition. Rs r 3 �Y s Staff Analysis And Recommendation • The proposed rezoning is inconsistent with the Future Land Use Map and would require an amendment to the Future Land Use Map. • The Future Land Use Map designates a Medium-Density Residential use for the subject property, and while the city's comprehensive plan also encourages the placement of such use near an arterial, the proposed development is also beneficial with the adjacent neighborhoods and proposed mobility trails and tracks. • The Southside Area Development Plan and the Comprehensive Plan both encourage interconnected developments. It is an opportunity to enhance the character envisioned. Pedestrian and bicyclist access are also recommended for general commercial areas. • The development pattern since the early 1980s has been of a commercial nature. There are a few "CG-2" zoned lots along the corridor. • The site meets the minimum development standards for the proposed zoning district, however: o The "CG-2" General Commercial District is a zoning district typically found at major intersections as part of nodal development. Therefore, it is not applicable mid-block. o The "CG-2" General Commercial District allows more intense commercial uses such as Mini-Storage, Bars, and Night Clubs. o In contrast, the "CN-1" District does not allow such uses and has no restriction on the size of restaurant uses or retail development PLANNING COMMISSION AND STAFF RECOMMENDATION: Denial of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District, and in lieu thereof; approval of a change in zoning to the "CN-1" Neighborhood Commercial District. Rodd Field Road Corridor _ , \ � a �` . . ` a/ �\ \ /���~ . I RUBJEC ROPE n � r d f w e e } .t* y ell 141' \ r. i 1 r g s r F „a ,�AR� '• , , f .,,n a..n."x^. Z • p y '7 4 A r , 4t# CASE: CASE: 1022-01 y N S Aerial View y°111%,1 ® Subject Property Pa4y a a S g i cc SUBJECT\ a 8j a0� Sy PR6PERTY �� Q 614- ��,,yy����yy,,�� Y City of Esri,HERE,Garmin, Corpus GeoTech Christi LOCATION MAP SC G� O'k F AGENDA MEMORANDUM NggpqRpY�' Public Hearing and First Reading for the City Council Meeting of January 31, 2023 xss2 Second Reading for the City Council Meeting of February 14, 2023 DATE: January 31 , 2023 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning for Property at or near 810 Naval Air Station Drive CAPTION: Case No. 1222-01 ADR Investments (District 4): Ordinance rezoning properties at or near 810 Naval Air Station Drive from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. PURPOSE: The purpose of this request is to allow for warehouse uses. BACKGROUND AND FINDINGS: The subject property is 1 .08 acres in size. To the north of the site, properties are zoned "CG-1" with commercial uses as well as some vacant properties. To the south, properties "CG-1" are vacant. To the east, properties are zoned both "CG-1" General Commercial District and "IL" Light Industrial District with commercial uses. To the west, properties are zoned "CG-1" General Commercial District with low-density residential uses. Typical uses allowed in the "CG-1" zoning district are restaurants, retail and service, offices, bars, mini-storage, vehicle sales and repair, and car washes. Apartments are not permitted. The special permit will allow for warehouse use. The proposed rezoning is consistent with the Future Land Use Map and the Flour Bluff Area Development Plan, both of which recommend the Transition Aviation Special District. The convergence of Naval Air Station Drive, Waldron Road, and South Padre Island Drive forms a regional commercial node, appropriate for general commercial uses and warehousing. The Naval Air Station Drive corridor from South Padre Island Drive (SH 358) to the entrance of the Naval Air Station is commercial in nature. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff proposed approval of the change of zoning. ALTERNATIVES: 1 . Denial of the change of zoning from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission recommended approval of the change of zoning from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit on December 14, 2022. Vote Count.- For: ount:For: 7 Opposed: 0 Absent: 2 Abstained: 0 Staff recommended approval of the change of zoning from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 1222-01 ADR Investments (District 4): Ordinance rezoning properties at or near 810 Naval Air Station Drive from the "CG- 1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. 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 Lots 7, 8, 9, and 10, Block 5, Flour Bluff Estates No. 2, as shown in Exhibit "A": From the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit. The subject property is located at or near 810 Naval Air Station Drive. Exhibit "A", which is a map of the subject property is attached to and incorporated in this ordinance. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner meeting the following conditions: 1 . Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1.5.B "Warehouse and Freight Movement" except bus barn, coal and coal storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Lumberyard or other building material establishment that sells primarily to contractors and does not have a retail orientation. 2. Buffer Yard: A 20-foot buffer yard and 20 points shall be required along the property boundaries adjacent to single-family zoning districts or residential uses. 3. Screening: A solid screening fence at a minimum of 7 feet in height shall be installed along the property line shared with adjacent properties. 4. Lighting and Noise: Proposed development shall be compliant with the Unified Development Code Section 6.5 Military Compatibility Area Overlay District. 5. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 6. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. The UDC and corresponding UDC Zoning Map of the City, made effective July 1 , 2011 , and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 4 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 3 of 4 Exhibit A �FeBS T RS-6 CSR jQ�ST SUBJEC-T PROPERTY CG- I Off' �P Q- �Q P O O� O,Q 0�����E �AKFSjoF pR C G- 1 NQS CG- 1 CASE: 9222-01 SUBJECT PROPERTY WITH ZONING ® S Subject Property p A-1 Apartment House District I-1 Llmlred Industrial District l N'yfy .� A-1A Apartment House District I-2 Light Industrial District 4 Mu s tan g A-2 Apartment House District I-3 Heavy Industrial District trim 4`e a'rvy7+ Island AB Praleseional Once Di id PUD Planned Unit Development D AT Ali-T nct Distnd R-1A One Family Dwelling District �C �' B-1 Neighborhood Business District R-113Onc Family Dwelling Distract 1`e k SU87ECTt B-1A NeighCarhaodBusiness DisMct R-1C one Family DwelingDistrict kms. PROPERTY B-2 Raytront B Di— R-2 Multiple Dwell g D st ct t B 2A Barrer Isla d 8,_ - ss Distinct RA One Fam ly Di g District 3-3 Bus mess Dist.d RE Residenlal E t l D trict Pte: 3A Geneal 3.s—n— D strict R-TH Townhouse Dwell ng Distract B-5 Primary Business District SP Special Permit — BL Primary Business Core District T-1A Travel Trailer Park District BD Corpus Christi Beach Design Dist. T-IB MantrrrturedHonrePark Diel C'ilt of Esii,HERE,Garmin, F-R Farm Rural DiMnct TIC Manulactured Hare Subdivisnn Corpi HC Hismnca4CultualLandmark District Chritiu GeoTechl LOCATION MAP Preservation Page 4 of 4 ZONING REPORT Case # 1222-01 Applicant & Subject Property City Council District: 4 Applicant/Owner: ADR Investments Address: 802, 810 & 814 Naval Air Station Drive, 629 & 631 Claride Street Location: At the southeast corner of Naval Air Station Drive and Claride Street Legal Description: Lots, 7, 8, 9 & 10, Block 5, Flour Bluff Estates #2 Acreage of Subject Property: 1 .08 acres Pre-Submission/Early Assistance Meeting: 11/07/2022 Zoning Request From: "CG-1" General Commercial District To: "CG-1/SP" General Commercial District with a Special Permit Purpose of Request: To allow for warehouse uses Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site Vacant, Commercial North "CG-1" General Commercial Vacant, Commercial Transition Aviation Special South Vacant "CG-1" General Commercial, Transition Aviation East "IL" Light Industrial Commercial Special, Commercial West "CG-1" General Commercial Low-Density Residential Transition Aviation Special Plat Status: Properties are platted Code Violations: None. AICUZ: The properties are not located in the AICUZ. Transportation and Circulation Designation-Urban Section Proposed Section Existing Street Naval Air Station F1 400-foot ROW 90-foot ROW Drive Freeway/Expressway 4 -10 Lanes 5 Lanes, 80 Feet Claride Street Local/Residential 50-foot ROW 28-feet ROW 2 Lanes, 28 feet 2 Lanes, 26 Feet Utilities Gas: 4" WS along the southern property line, 2" WS along the western property line. Stormwater: Storm ditch along the northern property line. Wastewater: 8" Clay lines along the eastern and northern property lines. Water: 8" ACP line along the eastern property line. Corpus Christi Comprehensive Plan Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Flour Bluff Area Development Plan (Adopted on June 22, 2021) Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed • 16 in a 200-foot notification area • 1 outside 200-foot notification area In Opposition • 0 inside the notification area • 0 inside the notification area • 0.00% in opposition within the 200-foot notification area Public Hearing Schedule Planning Commission Hearing Date: December 14, 2022 City Council 1St Reading/Public Hearing Date: January 31 , 2023 City Council 2nd Reading Date: February 14, 2023 Subject Property Background: According to Nueces County Appraisal District records, the combined properties have been vacant since 2000. Comprehensive Plan (Plan CC) Consistency: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design o Regulations to protect military and civilian airfield and airport use are in place ■ Adopt appropriate regulations consistent with the recommendations of the Joint Land Use Study. ■ Continue to consider the compatibility of proposed uses with military airfield operations when making decisions on rezoning requests o 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. Zoning Report Page 3 o Encourage orderly growth of residential, commercial, and industrial areas. o Promote a balanced mix of land uses to accommodate continued growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. Future Land Use Map Consistency: The prosed rezoning is consistent with the Future Land Use map. • Designated Future Land Use: Transition Aviation Special District. Area Development Plan (ADP): Flour Bluff • The proposed rezoning is consistent with the ADP. Staff Analysis: "While the comprehensive plan is consulted when making decisions about rezoning. It does not justify the denial of a plat or the development of land." (Plan CC). Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis staff notes the following: • The proposed rezoning is compatible with the Future Land Use Map which recommends the "TASD" Transition Aviation Special District. The "TASD" is a district for the transition from residential to nonresidential uses. • The proposed rezoning is compatible with the Flour Bluff ADP which recommends the "Transition Aviation Special District. The ADP also states "There are two factors to consider when designating land use, how land is currently being used and potentially could be used in the future. In both cases, zoning provides the most direct tool to guide the development of land." • The proposed rezoning is compatible with the Joint Land Use Study (JLUS), which is also cited in the Flour Bluff ADP. o NAS-CC and the City prepared and adopted a JLUS in 2013 that called for land use changes to ensure compatibility with military and civilian aviation. o For NAS-CC, this means avoiding residential land uses and other concentrations of people between the military installation and South Padre Island Drive. o Implementing this recommendation of the JLUS is particularly important for NAS- CC, one of the most important employers in Corpus Christi. • Light Subzone of the Military Compatibility Area Overlay District (MCAOD). • The convergence of Naval Air Station Drive, Waldron Road, and South Padre Island Drive forms a regional commercial node, appropriate for general commercial uses and warehousing. The corridor of Naval Air Station Drive from South Padre Island Drive (SH 358) to the entrance of the Naval Air Station is commercial in nature. • There is sufficient road infrastructure for the proposed development. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff recommends approval of the change of zoning. Planning Commission and Staff Recommendation: Approval of the rezoning from the "CG- 1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit and subject to the following conditions. 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1 .5.13 "Warehouse and Freight Movement" except bus barn, coal and coal storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Lumberyard or other building material establishment that sells primarily to contractors and does not have a retail orientation. 2. Buffer Yard: A 20-foot buffer yard and 20 points shall be required along the property boundaries adjacent to single-family zoning districts or residential uses. 3. Screening: A solid screening fence at a minimum of 7 feet in height shall be installed along the property line shared with adjacent properties. 4. Lighting and Noise: Proposed development shall be compliant with the Unified Development Code Section 6.5 Military Compatibility Area Overlay District. 5. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 6. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Zoning Report Page 5 Attachment A: Zoning and Notice Area 14 13 12 RS 6 1= 9 16 10 i JE R0FE 3 o 4 5 ' 6 ' sig - CG- 1 G-� AF: 9222-09 � •� .yet Zoning and (mice Area ili4i YLIYY.�iri Wm,ud�tr4. � RY-3 YuWk WT3 IH MegiW NY-i YiYriY.uI�i PUD PLlmvd Urx pN P�-kn.rTi111d RS70 SI�1.-F-nik 10 0143 M**bwhom C ft� R-2,1 l T--S-ftF-F 4 �! . RS-�F T-uia.iMY "d CA-1 R-k.,fi--rd.I RS7d SI.u6-F- iiv 7i C%3 R—E Cen.—W RE R-la-uw E.L.B. '4 C[�3 =I gP Spocul P-mr. SUS nr=l R4 f�r-.Y'r-I W`k1�P�ik ,-may FtWrl Ya.n-r-tui d H— PROPERTY CR-d R�fw. .d , FIR Eim Rur ,. BP ® 3�{d1Y� ! �uaooem. -sx' Esri.°' E' .Garrfrn X. C'hrkII GeoT-ch E0CAtl UN �P Zoning Case 1222-01 ADR Investments DISTRICT 4 Rezoning for properties at 810 Naval Air Station Drive From "CG-1" General Commercial District to "CG-1/SP" General ` Commercial with a Special Permit .;1 SUBVE r. PROPE TY ' / w r <, ,.. ♦ 0-1l c� PROPERTY c of City Council January 31, 2023 Zoning and Land Use �e ,ST Proposed Use: Storage/Warehouse Area Development Plan: Flour Bluff Future Land Use Map: Transition Aviation Special District PRO E TY Existing Zoning: "CG-1" General Commercial District Adjacent Land Uses: o� • North: Commercial (Zone: "CG-1") �s 3= • South: Vacant (Zone: "CG-1") N • East: Vacant, Commercial (Zone: "CG-1") N��a ��Mv �7Kg�DR • West: Low-Density Residential (Zone: "CG-1") Public Notification 16 Notices mailed inside 200' buffer 1 Notice(s) mailed outside 200' buffer 14 13 12 R5 Notification Area 16 Opposed: 0 (0.00%) Separate Opposed Owners. 0 R ysr�°NcJ� In Favor: 0 (0.00%) �yQ 3r Qk 6 09 "Notified property owner's land in SQFT/Total square footage of all property in the notification area Percentage of public opposition. -' Staff Analysis And Recommendation • The proposed rezoning is compatible with the Future Land Use Map which recommends the "TASD"Transition Aviation Special District. The "TASD" is a district for the transition from residential to nonresidential uses. • The proposed rezoning is compatible with the Flour Bluff ADP which recommends the "Transition Aviation Special District. The ADP also states "There are two factors to consider when designating land use, how land is currently being used and potentially could be used in the future. In both cases,zoning provides the most direct tool to guide the development of land." • The proposed rezoning is compatible with the Joint Land Use Study(JLUS),which is also cited in the Flour Bluff ADP. o NAS-CC and the City prepared and adopted a JLUS in 2013 that called for land use changes to ensure compatibility with military and civilian aviation. o For NAS-CC, this means avoiding residential land uses and other concentrations of people between the military installation and South Padre Island Drive. o Implementing this recommendation of the JLUS is particularly important for NAS-CC, one of the most important employers in Corpus Christi. • Light Subzone of the Military Compatibility Area Overlay District(MCAOD). • The convergence of Naval Air Station Drive, Waldron Road, and South Padre Island Drive forms a regional commercial node, appropriate for general commercial uses and warehousing. • There is sufficient road infrastructure for the proposed development. PLANNING COMMISSION AND STAFF RECOMMENDATION: Approval of the rezoning request from "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit with Conditions Special Permit Conditions 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1 .5.13 "Warehouse and Freight Movement" except bus barn, coal and coke storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Lumber yard or other building material establishment that sells primarily to contractors and does not have a retail orientation. 2. Buffer Yard: A 20-foot buffer yard and 20 points shall be required along the property boundaries adjacent to single-family zoning districts or residential uses. 3. Screening: A solid screening fence at a minimum of 7-feet in height shall be installed along the property line shared with adjacent properties. 4. Lighting and Noise: Proposed development shall be compliant with the Unified Development Code Section 6.5 Military Compatibility Area Overlay District. 5. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 6. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. "4 ' • � F � Kra iv" "" k .�• IpF �" �- �� 'r^ .�,,.. � " w �. `'-t'� fib' �'• �, ��� �` 4 +SUBJECT' �° ti PROPERTY j. 416 r" d NP CASE: 1222-01 �` N WE Aerial View d ® Subject Property r ky n �c Mu s tan g s yam` e SUBJECT\ PROPERTY 6■►1■ City of Corpus Esri, HERE, Christi LOCATION MAP SC G� O'k F AGENDA MEMORANDUM NggpqRpY�' Public Hearing and First Reading for the City Council Meeting of January 31, 2023 xss2 Second Reading for the City Council Meeting of February 14, 2023 DATE: January 31 , 2023 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning for Property at or near 936 Waldron Road CAPTION: Case No 1222-02 ADR Investments (District 4:) Ordinance rezoning property at or near 936 Waldron Road from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. PURPOSE: The purpose of this request is to allow for warehouse uses. BACKGROUND AND FINDINGS: The subject property is 0.7 acres in size. To the north, south, east, and west properties are zoned "CG-1" General Commercial District. To the north, uses are medium-density residential. To the South, uses are low-density residential. To the east uses are commercial and to the west, uses are public-semi pubic. Typical uses allowed in the "CG-1" zoning district are restaurants, retail and service, offices, bars, mini-storage, vehicle sales and repair, and car washes. Apartments are not permitted. The special permit will allow for warehouse use. The proposed rezoning is consistent with the Future Land Use Map and the Flour Bluff Area Development Plan, both of which recommend the Transition Aviation Special District. The convergence of Naval Air Station Drive, Waldron Road, and South Padre Island Drive forms a regional commercial node, appropriate for general commercial uses and warehousing. The Naval Air Station Drive corridor from South Padre Island Drive (SH 358) to the entrance of the Naval Air Station is commercial in nature. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff proposed approval of the change of zoning. ALTERNATIVES: 1 . Denial of the change of zoning from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission recommended approval of the change of zoning from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit on December 14, 2022. Vote Count.- For: ount:For: 7 Opposed: 0 Absent: 2 Abstained: 0 Staff recommended approval of the change of zoning from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 1222-02 ADR Investments (District 4): Ordinance rezoning a property at or near 936 Waldron Road from the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. 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 Lots 4, 5, 6 and 7, Block B, Flour Bluff Estates, as shown in Exhibit "A": From the "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit. The subject property is located at or near 936 Waldron Road. Exhibit "A", which is a map of the subject property is attached to and incorporated in this ordinance. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner meeting the following conditions: 1 . Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1.5.B "Warehouse and Freight Movement" except bus barn, coal and coal storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Lumberyard or other building material establishment that sells primarily to contractors and does not have a retail orientation. 2. Screening: A solid screening fence at a minimum of 7 feet in height shall be installed along the property line shared with adjacent properties. 3. Lighting and Noise: Proposed development shall be compliant with the Unified Development Code Section 6.5 Military Compatibility Area Overlay District. 4. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 5. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. The UDC and corresponding UDC Zoning Map of the City, made effective July 1 , 2011 , and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 4 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 3 of 4 Exhibit A Me Npa Rp,M CG- 1 CG- C) G- C`) a� ° SUBJECT a , — PROPERTY CG- 1 Few CASE: 1222-02 W SUBJECT PROPERTY WITH ZONING - 5 Subject Property 3S y Ry A-1 ApartrnHDistrict I-1 Llmioed Industrial District (�1 A-1 A enlouseApai l House DisNcl 12 Light d to 1 D stnc[ �;r y 47t Sped s A-2 Apl ai House DisNcl 1-3 Heavy 1 d a 1 District AB Profess anal Office District PUD Planned U t D lopmenit AT Apai lT nst District R-1A one Eamiy Dwelrrg District 5y` @ �SupjECT\ B-1 Neighborhood Business Dist d R-1B one FamiyDwelling District FwM `PROPERTY B-1A Ne gMn hood Bus s Distract R-1C One Family Delling District - B-2 Bayfr I B ess D triol R-2 Multiple D Ming DiMil 1911, -' B-2A BaTer Island Business Dlstrid RA one Family Dwelling District - B-3 Bu- DMnct RE Resd flBtateD inct Bd General Business District R-TH T nhause Dwelling District B-5 Primary Business District SP Special 7—in =i B6 Primary Business Core District T-1A Travel Trailer Park Dishid City Of - BD Coryus Chnsr Beach Design Dist T-1B Manulacmmd Home Pa k Distdd y F,�ll H EF:.E F-R Farm Rural Distract T-1C Manuf- red Home Subdivision Corpus (PGTPI-1 HC Hismdoaf-cuIWalLandmark Di-. Christi LOCATION MAP Pres rvation Page 4 of 4 ZONING REPORT Case # 1222-02 Applicant & Subject Property City Council District: 4 Applicant/Owner: ADR Investments Address: 932, 936, 938 & 940 Waldron Road Location: Along the west side of Waldron Road, and north of Fawn Drive. Legal Description: 4, 5, 6 & 7, Block B, Flour Bluff Estates Acreage of Subject Property: 0.7 acres Pre-Submission/Early Assistance Meeting: 11/07/2022 Zoning Request From: "CG-1" General Commercial District To: "CG-1/SP" General Commercial District with a Special Permit Purpose of Request: To allow for warehouse uses Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site Vacant North Medium-Density Residential Transition Aviation South "CG-1" General Commercial Low-Density Residential Special East Commercial West Public-Semi Public Plat Status: Properties are platted Code Violations: None. AICUZ: Property is not located in the AICUZ. Transportation and Circulation Designation-Urban Section Proposed Section Existing Street A2 100-foot ROW 50-foot ROW Waldron Road Secondary, Arterial 4 Lanes 3 Lanes, 45 feet Divided Fawn Drive Local/Residential 50-foot ROW 30-feet ROW 2 Lanes, 28 feet 2 Lanes, 28 Feet Utilities Gas: 2" WS along Waldron Road. Stormwater: Storm ditch along Fawn Street. Wastewater: 8" Clay lines along Waldron Road. Water: 8" CIP line along Waldron Road. Corpus Christi Comprehensive Plan Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Flour Bluff Area Development Plan (Adopted on June 22, 2021) Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed • 21 in a 200-foot notification area • 1 outside 200-foot notification area In Opposition • 0 inside the notification area • 0 inside the notification area • 0.00% in opposition within the 200-foot notification area Public Hearing Schedule Planning Commission Hearing Date: December 14, 2022 City Council 1St Reading/Public Hearing Date: January 31 , 2023 City Council 2nd Reading Date: February 14, 2023 Comprehensive Plan (Plan CC) Consistency: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design o Regulations to protect military and civilian airfield and airport use are in place ■ Adopt appropriate regulations consistent with the recommendations of the Joint Land Use Study. ■ Continue to consider the compatibility of proposed uses with military airfield operations when making decisions on rezoning requests o 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. o Encourage orderly growth of residential, commercial, and industrial areas. o Promote a balanced mix of land uses to accommodate continued growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. Zoning Report Page 3 Future Land Use Map Consistency: The prosed rezoning is consistent with the Future Land Use map. • Designated Future Land Use: Transition Aviation Special District. Area Development Plan (ADP): Flour Bluff • The proposed rezoning is consistent with the ADP. Staff Analysis: "While the comprehensive plan is consulted when making decisions about rezoning. It does not justify the denial of a plat or the development of land." (Plan CC). Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis staff notes the following: • The proposed rezoning is compatible with the Future Land Use Map which recommends the "TASD" Transition Aviation Special District. The "TASD" is a district for the transition from residential to nonresidential uses. • The proposed rezoning is compatible with the Flour Bluff ADP which recommends the "Transition Aviation Special District. The ADP also states "There are two factors to consider when designating land use, how land is currently being used and potentially could be used in the future. In both cases, zoning provides the most direct tool to guide the development of land." • The proposed rezoning is compatible with the Joint Land Use Study (JLUS), which is also cited in the Flour Bluff ADP. o NAS-CC and the City prepared and adopted a JLUS in 2013 that called for land use changes to ensure compatibility with military and civilian aviation. o For NAS-CC, this means avoiding residential land uses and other concentrations of people between the military installation and South Padre Island Drive. o Implementing this recommendation of the JLUS is particularly important for NAS- CC, one of the most important employers in Corpus Christi. • Light Subzone of the Military Compatibility Area Overlay District (MCAOD). • The convergence of Naval Air Station Drive, Waldron Road, and South Padre Island Drive forms a regional commercial node, appropriate for general commercial uses and warehousing. The corridor of Naval Air Station Drive from South Padre Island Drive (SH 358) to the entrance of the Naval Air Station is commercial in nature. • There is sufficient road infrastructure for the proposed development. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff recommends approval of the change of zoning. Planning Commission and Staff Recommendation: Approval of the rezoning from the "CG- 1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit and subject to the following conditions. 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1 .5.13 "Warehouse and Freight Movement" except bus barn, coal and coke storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Lumberyard or other building material establishment that sells primarily to contractors and does not have a retail orientation. 2. Screening: A solid screening fence at a minimum of 7 feet in height shall be installed along the property line shared with adjacent properties. 3. Lighting and Noise: Proposed development shall be compliant with the Unified Development Code Section 6.5 Military Compatibility Area Overlay District. 4. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 5. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Zoning Report Page 5 Attachment A: Zoning and Notice Area ane CG- 1 CG- 12 G-12 9 I 13 ca 14 15 7 SL1E:lECT PROPERTY 1U 17 a 18 CG- I 1 k��R 4 19 3 L In 11 x CASE: 1222-02 i y� 1 Zoning and notice Area ,, RM-1 MultiremlyI IL LWn Industrial nN oy m RM-2 Mu111lamIq IH HHYV lnpua4lM RMS Mullrlemlry 9 ppp Planneo Unit[ Dveeey yr oR PraReabnM DTllce RS-10 Single-Famlryla e? RM-AT Mullttamlly AT M-G Singlefarnllyc CN-1 Nelgu""notl Cwnme mlal RS-05 Single-Family A.5 CIN-2 Relghba -Commercial RS-TF 1Wo-Fa mlly r GR-1 Resort Comme rclsl 8 CR2 Resort Commercial RS-15 Sbgl6fMIy l5 CG-1 Gan oral Commercial RE RBMtlentlal Estate CG-2 General Commerclal SIR gp@W:l Par cl nmrslvecommerclal SP apodal Permit SUBJECT cep powntowncommerdM Rv RecraaGanalVenlclePark PROPERTY FUM ManuractirM Homa C3 Resort CommemMl -_-•1_ .- FR Farm Ruml ' H Hlatorlc O-Mrt y BP euslne.Pack SIUJrtiY RvpPYiJ' 0 d11Y15 ! kT01�40'MDR• m2LCT [ Il1 LII Q C—�`0P w X, L lll�lu• r cG E�ri,HERE,Garmin, C esti oTach LOCATION MAP Zoning Case 1222-02 ADR Investments t j DISTRICT 4 Rezoning for properties at p� 936 Waldron Road From "CG-1" General Commercial r` District to "CG-1/SP" General Commercial with a Special Permit PROPF0Y,/ Air f PROPERTY City Council January 31, 2023 Zoning and Land Use apMQ E SSE �Q Proposed Use: NPS Storage/Warehouse Area Development Plan: Flour Bluff �. Future Land Use Map: 39 y Transition Aviation Special District 0 SUB EC - Existing Zoning: g "CG-1" General Commercial District Adjacent Land Uses: • North: Medium-Density Residential (Zone: "CG-1") • South: Low-Density Residential (Zone: "CG-1") • East: Vacant, Commercial (Zone: "CG-1") • West: Public/Semi-Public (Zone: "CG-1") Public Notification 21 Notices mailed inside 200' buffer - 1 Notice(s) mailed outside 200' buffer 5 CG-1 Notification Area 9 13 Opposed: 0 (0.00%) 14 Separate Opposed Owners. 0 6 3 5 16 17 In Favor: 0 (0.00%) ,8 CG-f � 1 �P i 14 *Notified property owner's land in SQFT/Total square N footage of all property in the notification area = ,Q Percentage of public opposition. Staff Analysis And Recommendation • The proposed rezoning is compatible with the Future Land Use Map which recommends the "TASD"Transition Aviation Special District. The "TASD" is a district for the transition from residential to nonresidential uses. • The proposed rezoning is compatible with the Flour Bluff ADP which recommends the "Transition Aviation Special District. The ADP also states "There are two factors to consider when designating land use, how land is currently being used and potentially could be used in the future. In both cases,zoning provides the most direct tool to guide the development of land." • The proposed rezoning is compatible with the Joint Land Use Study(JLUS), which is also cited in the Flour Bluff ADP. o NAS-CC and the City prepared and adopted a JLUS in 2013 that called for land use changes to ensure compatibility with military and civilian aviation. o For NAS-CC, this means avoiding residential land uses and other concentrations of people between the military installation and South Padre Island Drive. o Implementing this recommendation of the JLUS is particularly important for NAS-CC, one of the most important employers in Corpus Christi. • Light Subzone of the Military Compatibility Area Overlay District(MCAOD). • The convergence of Naval Air Station Drive, Waldron Road, and South Padre Island Drive forms a regional commercial node,appropriate for general commercial uses and warehousing. • There is sufficient road infrastructure for the proposed development. PLANNING COMMISSION AND STAFF RECOMMENDATION: Approval of the rezoning request from "CG-1" General Commercial District to the "CG-1/SP" General Commercial District with a Special Permit with Conditions. Special Permit Conditions 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1 .5.13 "Warehouse and Freight Movement" except bus barn, coal and coke storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Lumber yard or other building material establishment that sells primarily to contractors and does not have a retail orientation. 2. Screening: A solid screening fence at a minimum of 7-feet in height shall be installed along the property line shared with adjacent properties. 3. Lighting and Noise: Proposed development shall be compliant with the Unified Development Code Section 6.5 Military Compatibility Area Overlay District. 4. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 5. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. N NPS . �MQ x 1 4 SUBJECT Q PROPERTY x' Olt CASE: 1222-02 0' N uQ� s WE O Aerial View a k qi, v ; Subject g a ® a h Property r Ry o � Mu;rang er' y o 9 Pad Q � syr §UBJECT� ya��Ow.6 4�PROPERTY tid 6 City of Corpus Esri. [IEf�E Christi = LOCATION MAP 0'� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a-)-cctexas.com (361) 886-2601 Peter Collins, Director of Information Technology Peterc(a)cctexas.com (361) 826-3735 Josh Chronley, Assistant Director of Finance-Procurement JoshC2(a)cctexas.com (361) 826-3169 Service Agreement for 3D Laser Scanning Systems, Onsite Training, and Software Licenses for the Corpus Christi Police Department CAPTION: Motion authorizing a three-year service agreement with AIITerra Central, Inc., of Austin, Texas, through the Texas DIR Cooperative to purchase three 3D laser scanning systems, onsite training, and software licenses for the Corpus Christi Police Department, an FY 2023 Budget Initiative, in an amount not to exceed $206,459.92, with FY 2023 funding in the amount of $71,432.20 from the General Fund and $135,027.72 from the Police Grants Fund. SUMMARY: This motion authorizes a three-year service agreement with AIITerra Central, Inc. of Austin, Texas to provide three 3D laser scanning systems, onsite training, and software licenses for the 3D laser scanning systems for the Corpus Christi Police Department. BACKGROUND AND FINDINGS: This item is an FY 2023 Budget Initiative, with funds allocated for the purchase of the three 3D laser scanning systems, onsite training, and software licenses The purchase of the three 3D laser scanning systems is for the documentation and capture of crime scenes, particularly homicides and officer-involved shootings. The three 3D laser scanning systems will be assigned to Corpus Christi Police Department's (CCPD) Police Forensic Services Division. As part of the agreement, the vendor will provide on-site training to 15 CCPD employees. The training will be a week long (40 hours) and will familiarize the 15 CCPD employees with the operations of the Trimble Forensics X7 3D laser scanner system and the use of associated software. 3D laser scanning systems record millions of points of data to create a three-dimensional point cloud that is a digital reconstruction of a crime scene. This technology provides unprecedented levels of detail and precision versus traditional methods of documentation and measurement, while dramatically reducing the amount of time and manpower needed to thoroughly document crime scenes. In its entirety, from initial documentation to preparation of final diagrams, a typical crime scene can take many hours, both at the scene itself and afterwards, as forensic teams compile measurements and create sketches. Typically, this work is done either by hand or using antiquated software. The use of 3D laser scanning systems will reduce this time by 80 percent or more. Additionally, data acquired with this device can be integrated with information captured with drone-based 3D mapping to provide a completely digital-workflow for documenting both indoor and outdoor crime scenes. This technology will greatly enhance CCPD's ability to conduct thorough, accurate, and timely crime scene analysis. It also will aid investigators, judges, attorneys, and juries in understanding the scene to a much greater degree, permitting examination from literally all angles as well as 3D "flythroughs" that put them (virtually) inside the crime scene. Such detail is increasingly expected in the courtroom setting. The combined approach of 3D laser scanning with drone photogrammetry will advance CCPD's capabilities by several decades as compared to where it stands now. Resultingly, this will bring CCPD into the modern era of crime scene investigation and forensic analysis. This equipment is very much needed and will be the first of its kind in CCPD. PROCUREMENT DETAIL: This procurement is through the Texas DIR Cooperative. Contracts awarded through the Texas DIR Purchasing Cooperative have been competitively procured, in compliance with local and state procurement requirements. AIITerra Central, Inc. is the only dealer in Texas that is authorized to sell Trimble Manufacturing items exclusively through the Texas DIR Purchasing Cooperative. AIITerra Central, Inc., under Texas DIR Cooperative, offers between 9% to 15% customer discount pricing. However, different brand names of scanner systems were demonstrated to CCPD's Forensics Department, and the price comparisons for like-models through the Texas DIR Cooperative was more than double (104% more). Additional annual calibration costs of$5,000 also would apply to like-models versus the Trimble Manufacturing brand that self-calibrates with no additional costs. Please see the table below for a breakdown of the comparison between the recommended Texas DIR Cooperative (Trimble Brand) and two other like-model providers. Unit Texas DIR Trimble Brand* Texas DIR Leica Brand Variance Scanner Systems $206,459.92 $416,545.08 $ (210,085.16) Calibration Fee $0.00 $5,000.00 $ (5,000.00) Total $206,459.92 $421,545.08 $ (215,085.16) Unit Texas DIR Trimble Brand* Non-Cooperative Faro Brand Variance Scanner Systems $206,459.92 $262,239.99 $ (55,780.07) Calibration Fee $0.00 $5,000.00 $ (5,000.00) Total $206,459.92 $267,239.99 $ (60,780.07) *Trimble Brand Self-Calibrates ALTERNATIVES: The alternative is not to award this contract and, as a result, return the Coverdell grant funds to the State. This would result is lower changes of receiving such grants from the State in the future. It also would result in CCPD continuing to use its antiquated software and time-consuming methods for crime scene analyses. FISCAL IMPACT: FY 2023 funding of$71,432.20 is coming from the General Fund and $135,027.72 from the Police Grants Fund. FUNDING DETAIL: Fund: 1020 Organization/Activity: 11780 Mission Element: 29 Project # (CIP Only): N/A Account: 520090 Amount: $71,432.20 Fund: 1061 Organization/Activity: 822903F Mission Element: 29 Project # (CIP Only): N/A Account: 520090 Amount: $135,027.70 RECOMMENDATION: Staff recommends the approval of this service agreement with AIITerra Central, Inc. for the purchase of three 3D laser scanning systems, onsite training, and software licenses, as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement City of Corpus Christi Price Sheet Finance-Procurement AIITerra Central,Inc. Buyer: Liza Nino-Elizalde Police Department-Forensics Texas DIR Contract#DIR-CPO-4504 AIITerra Central,Inc. Austin,Texas ITEM DESCRIPTION QUANTITY UNIT EXTENDED TOTAL 1 Forensics X7 3D Scanning System 3 combined $ 198,059.92 2 Onsite Training 1 $ 8,400.00 $ 8,400.00 TOTAL PURCHASE PRICE 206 459.92 *AIITerra Central,Inc.is the only dealer in Texas that is authorized to sell Trimble Manufacturing items exclusively through the Texas DIR Purchasing Cooperative. Page 1 of 1 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F SC G� > CO-OPERATIVE PURCHASE AGREEMENT NO. 4438 U Scanner Systems and Onsite Training fhaaaoRp�� 1852 THIS Scanner Systems and Onsite Training Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Allterra Central, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide Scanner Systems and Onsite Training in accordance with its agreement with Texas DIR Contract# DIR-CPO-4504 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide Scanner Systems and Onsite Training in accordance with the attached Statement 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. 3. Term. The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the City's Procurement Division. 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 in writing prior to the expiration of the original term or the then-current Option Period. 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. 4. Compensation and Payment. This Agreement is for an amount not to exceed $206,459.92, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, 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. Invoices must be mailed to the following address: Co-operative Purchase Agreement Standard Form Page 1 of 3 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. 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: Robert May Title: Crime Lab Manager Address: 321 John Sartain St., Corpus Christi, Texas 78401 Phone: 361-886-2636 Fax: 361-886-2642 IF TO CONTRACTOR: Allterra Central, Inc. Attn: Robert Hempfling Title: CEO Address: 200 E. Huntland, Austin, Texas 78752 Phone: 512-282-4099 Fax: 512-419-0084 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F CONTRACTOR D—Sig—d by: Signature: bbh hwrN" Printed Name: Bobby Hempfl i ng Title: President Date: 1/3/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — 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 Incorporated by Reference Only: Co-operative Agreement: Texas DIR Contract # DIR-CPO-4504 Co-operative Purchase Agreement Standard Form Page 3 of 3 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F ATTACHMENT A: SCOPE OF WORK Project Name: Scanner Systems and Onsite Training Project Address: 321 John Sartain, Corpus Christi, Texas 78401 Scope of Work: Contractorwill provide the Trimble Forensics X7 3D laser scanner system and onsite training for the Corpus Christi Police Department, Forensics Services Division. A. Contractor shall provide the following subscriptions: a. Forensics Suite Subscription (Reveal + TRW Forensics) for 2 employees b. Forensics Reveal (one year subscription) Training for 6 employees B. Contractor shall provide On-Site Training: a. Trainer will contact Bob May, Contract Administrator at 361-886-2636 to coordinate and schedule dates for the on-site training. b. Training will be held at the address mentioned above during regular operating business hours, Monday through Friday, 8:OOam to 5:OOpm. c. Training will be for 15 employees. d. Training will be scheduled for one week comprising of 40 hours. e. Trainer will provide associated training materials. C. Contractor shall provide: a. Any warranty documentation to Bob May, Contract Administrator. b. Necessary technical support and updates to keep this software fully functional as designed. Page 1 of 1 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537BB1E49F -E/PRICING SCHEDULE P%11P%%.n►v1L;1x1 o. vcwi ��■ Sales Quote ALLTF= RRA Sales Quote Number: SQ-58831 Sales Quote Date: 12/1/2022 Page: 1 Quote Expiration Date: 1/31/2023 DIR-CPO-4504(ATC) Sold Ship To: Corpus Christi Police Department To: Corpus Christi Police Department Bob May 321 John Sartain St. 321 John Sartain St. Corpus Christi,TX 78401 Corpus Christi,TX 78401 United States United States Customer ID Ship Via Sales Person Brittany Kelm Terms Payment in Advance Phone No. 480.754.8913 Item No. Description Unit Quantity Unit Price Disc.% Total Price FOR-01-0106 Forensics X7 Scanning System Each 3 37,480.00 9 102,320.40 EWFOR-X7 TPP—HW—Forensics X7 Laser Scanner Each 3 1,545.00 9 4,217.85 FOR-02-0226 T1 Ox WiFi w/Forensics Capture&X7 module Each 3 8,710.00 9 23,778.30 EWLS-TAB-STOCK TPP-Hardware-T1 OX Tablet Each 3 365.00 15.5 925.27 EWFOR-TFC-STOCK TPP-SW-Forensics Capture Each 6 495.00 2,970.00 FOR-OS-0500 Dual Scanning target w/tripod&bag Each 3 2,200.00 6,600.00 ----GNSS---- FOR-01-0107 R4sLE GNSS-BASE Each 3 7,005.00 9 19,123.65 FOR-01-0105 R4sLE GNSS w/Rod&Bipod Each 3 7,005.00 9 19,123.65 EWFOR-GNSS TPP-HW&FW- Forenics R4SLE GNSS Each 6 420.00 9 2,293.20 FOR-02-0209 TDC 600 w/Forensics Capture Each 3 4,020.00 9 10,974.60 EWFOR-TDC-STOCK TPP-HW-Forensics TDC600 Each 3 115.00 345.00 EWFOR-TFC-SW TPP-SM-Forensics Capture Each 6 449.00 2,694.00 ----SOFTWARE---- FOR-03-0313-NR Forensics Suite(Subscription)(Reveal+TRW Each 6 449.00 2,694.00 Forensics) 2 USERS FOR 3 YEARS ----TRAINING---- FOR-06-ONSITE 1 HR Forensics Onsite Training Each 40 210.00 8,400.00 UP TO 15 ATTENDEES ALLOWED -Earning Your Business is our Top Priority Subtotal: 206,459.92 7 Local Offices to Serve Your Needs Dedicated Support Line Included Total Sales Tax: 0.00 Serving the Geospatial Community for Over 30 Years Total: 206,459.92 DIR-CPO-4504(ATC) Page 1 of 1 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F 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 Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F 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 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 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. Page 2 of 3 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F 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 for this Agreement. 2021 Insurance Requirements Ins. Req. Exhibit Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID: E2E3CA46-D85A-4197-AD8C-82537661 E49F ATTACHMENT D: WARRANTY REQUIREMENTS Manufacturer warranty, software has one-year warranty, and hardware two- year warranty. Page 1 of 1 se X111 a.� H U NCOgpOPPt EAGENDA MEMORANDUM 1852 Action Item for the City Council Meeting January 31 , 2023 DATE: January 31 , 2023 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology PeterC@cctexas.com (361) 826-3735 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Telecommunication Billing Audit CAPTION: Resolution authorizing a one-year professional services agreement with TelResource, Inc., of San Antonio to provide telecom billing audit and correction services in exchange for a one-time payment of 30% of any billing recoveries and expense savings achieved by TelResource, with FY 2023 funding from the Information Service Technology Fund. SUMMARY: This resolution authorizes the City of Corpus Christi to enter a one-year agreement with TelResource, Inc., to provide telecommunications billing audit and correction services to the City. Under this engagement, TelResource, Inc. will review past and present monthly telecommunications invoices to find instances of overpayments and erroneous billings to recover overcharges, address future billing errors, and related services. BACKGROUND AND FINDINGS: The City of Corpus Christi spends approximately $1 ,500,000.00 annually on telecommunications services including wired and wireless voice, data, and video services. Telecommunications service bills are large documents with many pages of data that include industry and carrier- specific terminology, codes, fees, and terms and conditions for service. The monthly bills can include errors and overcharges due to the volume and complexity of the City's communication services and the limitations of the carriers' billing systems. In order to verify the accuracy of billing invoices for communication services, the City is seeking assistance TelResource, Inc. with a mastery of several interrelated disciplines including , among others, an understanding of telecommunications networks, the scope and availability of wired and wireless communication services offered by carriers, carrier billing system operations and procedures, telecommunications services marketing, industry terminology, and federal and state telecommunications tariffs, cooperative contract, and regulations. This contract will allow the City to engage TelResource, Inc., to be an advocate for the City of Corpus Christi in gathering data from the carriers, reviewing billing records, identifying instances of overpayments for any reason, and demanding reimbursement related to wired and wireless communication services, cable services, and internet services. As part of the engagement, TelResource, Inc., will conduct an inventory of communication services and infrastructure, make periodic reports to City staff, develop analytical tools for tracking communication service expenses, make system efficiency recommendations, make recommendations to reconfigure services to yield savings while maintaining the same or better level of service. In return for these services, TelResource, Inc. will retain a 30% percentage one time payment based on the billing overpayment recoveries and expense savings achieved by the city because of implementing recommendations made by the consultant. PROCUREMENT DETAIL: Finance-Procurement conducted a competitive Request for Proposal (RFP 4178) to obtain qualified firms to provide telecommunication billing audit. The City received five (5) responsive, responsible proposals and evaluated which were evaluated by the City's evaluation committee, and the top four (4) firms fell within a competitive range and were interviewed according to technical and evaluation criteria on the Request for Proposals. The evaluation committee were comprised of three members from IT that included the Director, Business Manager, and Project Manager, and evaluated against the published criteria in the RFP. The evaluation committee rated each proposer and was scored according to 1) firm's experience, 2) understanding the project scope, 3) local preference, and finalist included 4) pricing. Final scores were tabulated for each firm to determine the highest-ranking firm offering the best value to the City. Staff is recommending award to TelResource, Inc. as the highest-ranking firm. TelResource, Inc. scored the highest in the technical evaluation and the interview process. ALTERNATIVES: City will continue to commit an extraordinary amount of staff time to analyze complex telecommunications services bills and will be unable to recover improperly overbilled amounts. FISCAL IMPACT: As compensation under this contract, TelResource, Inc. will be entitled to receive a one time payment based on 30% of any billing recoveries and expense savings one year achieved by the City because of efforts and recommendations. There is no direct expense for utilizing the services and TelResources is only paid if savings are achieved. Savings generated by these services will be deposited into the Information Technology Fund. FUNDING DETAIL: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 530200* *Commissions will be expensed from departments budgeted telecom expense lines. RECOMMENDATION: Staff recommends the approval of this resolution. LIST OF SUPPORTING DOCUMENTS: Professional Service Agreement Evaluation Matrix Resolution authorizing a one-year professional services agreement with TelResource, Inc., of San Antonio to provide telecom billing audit and correction services in exchange for a one-time payment of 30% of any billing recoveries and expense savings achieved by TelResource, based on the City's annual telecom expense of approximately $1,500,000.00, with FY 2023 funding from the Information Service Technology Fund. WHEREAS, a telecommunications audit is necessary to determine if overbilling and misbilling errors by telecom providers are occurring and to remedy those errors, with the goal of achieving billing recoveries and long-term expense savings for the City; WHEREAS, State law provides that all procurements involving an expenditure of $50,000 or more are subject to statutory procurement requirements, including competitive bids and proposals, unless an exemption applies; and WHEREAS, although the procurement of this professional service is exempted pursuant to the Texas Local Government Code, the City issued a request for proposals and selected the proposer offering the most beneficial telecom billing audit and correction services available to meet the City's needs. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute a one-year professional services agreement with TelResource, Inc., to provide telecom billing audit and correction services in exchange for a one-time payment of 30% of any billing recoveries and expense savings achieved for the City by TelResource for a period of 12 months following each correction or adjustment per account, as applicable. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Page 1 of 2 Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 2 of 2 Telecommunication Willing Audit RFP No. 4178 Sr.Buyer: Minerva Alvarado CBIZ Risk& Tryon Clear View Ventraq Proposal Evaluation TelResources,Inc. Advisory Services, Troy&Banks Group Corporation LLC San Antonio,TX San Antonio,TX Buffalo,NY Columbus,NC Gaithersburg,MD MINIMUM QUALIFICATIONS(PASS/FAIL) Required three years in business No outstanding lawsuits during last 5 years or current litigation with the City during last 5 years Pass Pass Pass Pass Pass No outstanding regulatory issues last 5 years References Provided for firm LOCAL PREFERENCE(10 PTS) 0 0 0 0 0 TECHNICAL PROPOSAL (60 PTS) 60 55 57 59 35 Firms'Experience (21 points) 21 19 19 21 10 Team Experience(21 points) 21 20 21 20 8 Understanding of Project Scope(18 points) 18 16 17 18 17 Subtotal 60 55 57 59 35 INTERVIEW(20 PTS) 20 5 1 10 *See note below Firms'Experience(8 points) 8 2 0.5 4 Team's Identification(7 points) 7 2 0.5 3 Understanding of Project Scope(5 points) 5 1 0 3 PRICING(10 PTS) 11 8 10 7 9 Total 88 70 65 78 35 Note:Ventraq did not fall within the competitive range and was not selected for interviews. DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C o PROFESSIONAL SERVICE AGREEMENT NO. 4178 Telecommunications Billing Audit 'YOORPORAI 1852 THIS Telecommunications Billing Audit Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and TelResource, Inc. ("Consultant"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Consultant has agreed to provide telecom billing audit and correction services of any billing recoveries and expense savings for past and present monthly telecommunications invoices. NOW, THEREFORE, City and Consultant agree as follows: 1. Scope. Consultant shall provide telecommunication billing audit and correction services ("Services") in accordance with the attached proposal, 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. 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. 3. Compensation and Payment. This Agreement is for an amount not to exceed 30% of the corrections, refunds, and adjustments achieved by Consultant per each audited account, such amount presently unknown but anticipated to be up to $200,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, billed monthly for 1/12th of the achieved savings amount per account, subject to receipt of an acceptable invoice each month. Notwithstanding the foregoing, all pricing and invoiced amounts must be in accordance with the provisions agreed upon and stated in Attachment A. Invoices must be mailed to the following address, with a copy provided to the Contract Administrator via email: 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 Professional Service Agreement-4178 Telecommunication Billing Audit Page 1 of 6 DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID:11670E17-189F-4EE8-9992-F5263A62A37C payment. The City's Contract Administrator for this Agreement is as follows: Name: Frank De Los Santos Department: Information Technology Phone: 361-826-3047 Email: frankd@cctexas.com 5. Insurance; Bonds; License. (A) Before performance can begin under this Agreement, the Consultant 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 B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) Intentionally deleted. (C) Prior to beginning work, Consultant must provide evidence of any valid professional license necessary for the performance of Services under this Agreement. 6. Standard of Care. Consultant warrants that all Services shall be performed in accordance with the standard of care used by similarly situated consultants performing similar services under the same type of professional license. 7. 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. 8. Independent Contractor; Release. (A) With the exception of Consultant's communications with telecom providers pertaining to accounts held in the City's name for which Services are being performed pursuant to this Agreement, both the City and Consultant shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Consultant shall perform all professional services as an independent contractor and shall furnish such Services in his/her/its own manner and method, and under no circumstance or condition Professional Service Agreement-4178 Telecommunication Billing Audit Page 2 of 6 DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11670E17-189F-4EE8-9992-F52B3A62A37C shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by City covering the Consultant and employees of the Consultant. The Consultant shall comply with any and all workers' compensation laws pertaining to the Consultant and employees of the Consultant. 9. Subcontractors. Consultant may not use subcontractors in connection with the work performed under this Agreement. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Consultant covenants to pay all payroll taxes including but not limited to Medicare taxes, FICA taxes, and unemployment taxes, and all other applicable taxes on the income generated by this Agreement. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 13. 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: Frank De Los Santos, IT Business Operations Manager 1201 Leopard St. Corpus Christi, TX 78401 IF TO CONSULTANT: TelResource, Inc. Attn: Larry Gomez 3319 Sidney Brooks, Bldg. 510, Ste B San Antonio, TX 78235 14. Consultant 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, Professional Service Agreement-4178 Telecommunication Billing Audit Page 3 of 6 DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-81DED-01800AOC19C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C 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 Consultant or results from the negligent act, omission, misconduct, or fault of the Consultant or its employees or agents. Consultant 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 reasonable 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 Consultant under this section shall survive the expiration or earlier termination of this Agreement. 15. Termination. (A) The City Manager may terminate this Agreement for Consultant's failure to perform the Services specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Consultant written notice of the breach and set out a reasonable opportunity to cure. If the Consultant 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 Consultant. The City Manager may also terminate this Agreement upon 24 hours written notice to the Consultant for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Consultant, 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 Consultant 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. 17. 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. 18. Order of Precedence. In the event of any conflicts or inconsistencies between this Professional Service Agreement-4178 Telecommunication Billing Audit Page 4 of 6 DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-81DED-01800AOC19C4 DocuSign Envelope ID:11 670E1 7-189F-4EE8-9992-F52B3A62A37C 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 all attachments and exhibits); B. its attachments; then, C. its exhibits, if any. 19. Certificate of Interested Parties. Consultant 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 to do so by law. 20. Governing Law. This Agreement is subject to all applicable federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such forum and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties (SIGNATURE PAGE FOLLOWS) Professional Service Agreement-4178 Telecommunication Billing Audit Page 5 of 6 DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C CONSULTANT DocuSigned by: Signature: Printed Name: Larry Gomez Title: President Date: 12/14/2022 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Finance - Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Telecommunications Consulting Services Proposal & Pricing Attachment B: Insurance and Bond Requirements Professional Service Agreement-4178 Telecommunication Billing Audit Page 6 of 6 DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID:11 670E1 7-189F-4EE8-9992-F52B3A62A37C Attachment A: Telecommunications Consulting Services Proposal and Pricing TELRESOURCE, INC TELECOMMUNICATIONS CONSULTING AGREEMENT This Telecommunications Services Agreement ("Agreement") is made effective on t h i s day of , 2022 (the "Execution Date")by and between TelResource, Inc., a Texas Corporation with its principal place of business at 3319 Sidney Brooks,Bldg.510, Suite B,San Antonio, Texas 78235,("TelResource")and City of Corpus Christi("Client"),the two being jointly referred to herein as the"Patties". RECITALS WHEREAS,TelResource desires to provide services as defined in the attached Exhibit ("Services")to its Clients'; and WHEREAS,TelResource purchases and maintains a unique business system("Tools")at its place of business in order to maintain and/or to perform the Services: Filing Systems, Database's, Database Software, Equipment, Supplies, Work,Data or any other derivatives to provide the Services;and WHEREAS, any communication, written or verbal, submitted by Client to TelResource, Inc. requesting additional work not covered by this Agreement,is to be understood as a valid work request to be performed at standard billable rates; and WHEREAS, Client desires to receive the Services, and has requested TelResource to provide the Services in accordance with the terms of this Agreement: and NOW,THEREFORE,in consideration of the terms and conditions contained herein,and for other good and valuable consideration,the undersigned agree as follows: I TERM A. Telecommunications Services Agreement.This Agreement and the terms herein once agreed upon by the parties shall become binding for a period of One (1)year from the execution date (the "Initial Term"), unless otherwise terminated pursuant to this Agreement. B. Client Understands.Client agrees NOT to make changes or perform internal cost reduction projects on telecom accounts TelResource is analyzing during the term of this Agreement. II AGREEMENTS BY THE PARTIES A. Exclusive Agent Status. Client agrees that TelResource will be its sole agent in all matters pertaining to the Agreement. B. TelResource Hours of Operation. TelResource shall perform all work and Client shall contact TelResource to process all service requests during the hours of Eight(8)AM to Five(5)PM(Central Standard Time), Monday through Friday,with the exception of any nationally recognized holiday. Should the Client require IIDS V� TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C the Services outside of TelResource hours of operation,Client shall notify TelResource via after-hours lines or through an appropriate means of notification. C. Letters of Agency("LOA").Client will provide TelResource with one(1)letter of agency("LOA")on Client's letterhead. The LOA will be original and authorize TelResource to act as the Client's agent in all matters related to telecommunication vendors in accordance to the terms and conditions set forth in this Agreement.The LOA does not authorize TelResource to enter into any contractual agreements on Client's behalf nor does the LOA authorize TelResource to incur any debts in the name of Client. D. Access to Personnel. Client shall grant TelResource permission upon written request and written approval by Client at least 24 hours in advance or sooner by agreement to interview key personnel regarding Client's current and future telecommunications operations. E. Access to Site. If physical inventory is deemed necessary, TelResource must notify and request preapproval from Client. Upon said approval, Client will assist and/or grant physical access upon written request and writtenapproval by Client at least 24 hours in advance or sooner by agreement to TelResource in troubleshooting, inspecting, accounting fbr all telecommunications services and equipment the Client uses. F. Access to Information.Client shall provide TelResource as needed with access to the following levels of information: • Invoice copies of all telecommunications vendor billing fbr a three-month period and/or other media used to access any Client vendor billing,to include service contracts,amendments and/or addendums. • Points of contact for current vendors to include contact names,addresses,telephone numbers,pending vendor contracts, agreements, quotes and/or letters of interest TelResource may require to access Client vendor services for account product and billing analysis G. Tools. TelResource maintains certain"Tools"which are the exclusive properties of TelResource and at no time shall it become the property of Client. H. Client Vendor Services.TelResource agrees Client may alter any service related to their current telecommunications services for which the Client has requested TelResource generate an audit. TheClient acknowledges any such alteration in their service(s)may cause Tellkesource's recommendations to be voided or to be changed due to their requested change during the audit process. Upon reasonable notice of Client of a potential change in service(s),TelResource shall provide Client with a good faith estimate of the additional work that TelResource anticipates from a change in service(s). Client agrees TelResource shall be compensated fbr all additional work required to take into consideration the Client's changes which have affected TelResource's audit in progress.Client sliall compensate TelResource as defined in this Agreement, Section III. I. TelResource Consultancy Status. TelResource hereby,unequivocally, states that it shall act only in the role of a consultant and that it shall in no way act as an actual provider of cellular phones, dial tone, long distance, pagers or other vendor services,other than the Services specifically entered into Agreement by the Parties.TelResource thus accepts no liability for any vendors' services other than the responsibilities explicitly stated in this document. J. TelResource Recommendations.All information,recommendations,telecommunication plan layouts, written statements, and any other infbrmation presented within this document cr during the course of the Client's audit project are a result of conversations and/or infbrmation supplied to TelResource by its Client.Therefbre,the Client acknowledges TelResource's position,with respect to any vendor services or guarantees, is one of a consultant and at no time does TelResource make any claim or guarantee with respect to any vendor service other than the Services provided by TelResource as provided by this Agreement or as agreed upon by both parties. K. TelResource Services.TelResource Services are proprietary and confidential in nature and no rn�hould be made to circumvent,bypass or compromise TelResource's proprietary process in any manner. TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C L. Vendor Invoicing.Client acknowledges that it is solely responsible for the timely payment of all vendor invoices and TelResource may forward any vendor's collection phone call or letter to Client. M. TelResource Vendor Discretion. TelResource may, upon written approval from Client, contact any telecommunication vendor who may assist TelResource in either gaining a greater understanding of Client's current service(s)or to meet TelResource's obligations to the Client. Client agrees to assist TelResource in maintaining vendor relationships and the cooperation of all telecommunications vendors or whom TelResource feels is being uncooperative with TelResource at any time while pursuing our contractual obligation to the Client. III TELRESOURCE CONSULTING FEES A. Audit Process:TelResource and Client agree to the pricing noted in Exhibit A for any recovery/savings,bandwidth/savings and/or service changes to current vendor services. B. Travel Expenses It is hereby acknowledged and agreed that travel expenses must be preapproved by Client.TelResource shall invoice Client,at cost, for all reasonable travel expenses incurred,net payable 30 days. In order to be reimbursed by Client, the invoice must include all receipts and all travel and the maximum amount of travel expenses must be pre-approved,in writing,by Client.All travel will be in accordance with the City of Corpus Christi's Travel Policy. C. Additional Work:TelResource and Client agree to the provision concerning additional work as described in Exhibit A. IV TERMINATION A. The parties specifically agree that each of the following constitutes good cause for termination and that either party may terminate this Agreement forthwith upon the occurrence of any one or more of the following events:(i)the appointment of a trustee,receiver or other similar custodian for all or any substantial part of the other's property;(ii)the filing of the petition by the other, or an answer,not denying jurisdiction,in a bankruptcy proceeding,under Chapters 7 or 11 of the Federal Bankruptcy Code,or any similar law. State or federal,whether now or hereafter existing,or if any such petition is filed against the other and not vacated or stayed within fifteen(15)days of such filing;(iii)the making,by the other,of an assignment for the benefit of its creditors;or(iv)the insolvency of the other. B. Notwithstanding anything else in this Agreement,either party may terminate this Agreement for any reason upon fifteen(15)days written notice to the non-terminating party. C. In the event Client fails to substantially comply with its obligations under this Agreement,TelResource may terminate this Agreement for good cause,on prior written notice to Client.TelResource shall initiate such termination by providing Client with a written notice that states the effective date of termination,explains the reason(s)for termination,and outlines the step(s)Client must take to cure the deficiencies that justify termination for good cause.TelResource's termination notice shall provide Client with at least ninety(90)days to cure such deficiencies specified in the written notice.If Client, within the ninety(90)day period,cures all deficiencies providing grounds for TelResource's notice, then Tel Resource's notice shall be null and void and termination may not proceed,and,if within the notice period Client has undertaken a cure that cannot be completed within the notice period,the notice period shall be extended for so long as Client is using reasonable efforts to cure. D. The continuation of this Agreement after the close of any fiscal year of Client,which fiscal year ends on EDS September 30`h 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 Client's City Council to determine whether or not to fund this Agreement. Client does not represent that this budget item will be TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C adopted,as said determination is within the City Council's sole discretion when adopting each budget. Client is responsible to pay TelResource for all work completed prior to the event of non-appropriation. E. Client and TelResource acknowledge and agree payment term provisions within this Agreement supersede the expiration of this Agreement. V MISCELLANEOUS A. Assignment.This Agreement will be legally binding and effective for the signatory parties as well as for those who succeed them legally.Neither party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the non-assigning party. B. Client Confidentiality. TelResource acknowledges that information provided by Client may be confidential in nature.Client agrees that TelResource may disclose such information to third parties upon written request by TelResource and written approval by Client as may be required to provide the Services. TelResource will require any third party to which the information is provided to sign a confidentially agreement to not disclose any information to other third parties.TelResource also acknowledges that any materials obtained from Client are property of Client and will be made available for Client pickup within thirty(30)days of expiration or earlier termination of this Agreement.Said materials may be destroyed by TelResource after thirty (30) written notice to Client. Both parties agree that a breach of this confidence constitutes just cause for immediate termination of this Agreement by Client. C. Confidentiality.Client understands and agrees that the terms,conditions and references of this Agreement are confidential as between Client and TelResource and shall not be disclosed by Client to any party other than the professional advisors of Client or as may be required by applicable law,subpoena,or court order. Both parties agree that a breach of this professional confidence constitutes just cause for immediate termination of this Agreement by TelResource.The Parties acknowledge that the Client is a Texas governmental entity subject to the Texas Public Information Act(the"Act"). Should Client receive a request for disclosure of Confidential Information pursuant to the Act,Client will promptly provide TelResource notice of such request in accordance with Section 552.305 of the Texas Government Code so that TelResource may avail itself of any opportunities to establish reasons why the information should be withheld prior to disclosing such information.The burden of establishing the applicability of exceptions to the disclosure of Confidential Information under the Act resides with TelResource.Should TelResource be unable to establish a valid exception from disclosure or exclusion from the Act or a protective order,then Client may release the information,solely to the extent necessary to comply with the Act. D. Service Suspension Period.Client's Services may be suspended at any time,should a Client fall 60 days delinquent with regard to any TelResource invoice. E. Illegality.If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding such illegality or unenforceability,this Agreement shall remain in full force and effect and such term or provision shall be deemed to be deleted.In addition,this Agreement shall be terminated upon the determination of a governmental entity having jurisdiction over the Services provided pursuant to this Agreement and the relationship between the parties if Services provided hereunder are contrary to existing law. F. Waiver.No term or provision of this Agreement shall be deemed waived,and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of or excuse for, any different or subsequent breach or default. G. Notice.All notices given hereunder and all payments to be made hereunder shall be sent to the addresses EDS set forth in this contract or at such other addresses as a party may designate in writing and shall be deemed to have been delivered on the date personally delivered,three days from the date postmarked by TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID:11 670E1 7-189F-4EE8-9992-F52B3A62A37C mailing service,or the time at which the electronic communication was received. H. Indemnity. Client and TelResource agree to indemnify,defend and hold harmless each other and each other's officers,directors and shareholders,for any liability incurred or threatened to be incurred to any third party as a result of each Parties own negligent conduct, willful acts or omissions, or that of its agents, servants, employees or any other parties over whom Client or TelResource exercises control. Such indemnification shall include, with limitation, any liability, including attorney's fees and court costs, incurred or threatened to be incurred by Client or TelResource as a result of any claim,demand, action,lawsuit or proceeding brought about by Client's or TelResource acts or omissions in connection with the transmission or republication of any material which is found to be defamatory in nature.This section H is not applicable to the Client due to constitutional restrictions on creation of a debt. I. Damages.NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,LOSS OF GOODWILL,BUSINESS INTERRUPTION,LOSS OF BUSINESS OPPORTUNITY OR ANY OTHER PECUNIARY LOSS) RESULTING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR THEORY OF STRICT LIABILITY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. J. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties hereto and supersedes all prior statements,representations,understandings or agreements of the parties with respect to the subject matter contained herein. K. Governing Law.This Agreement is executed in and shall be governed by the laws of the State of Texas, with exclusive venue in Nueces County,Texas. L. Attorney's Fees. Except as provided otherwise herein, should it become necessary for either party to retain the service ofany attorney to enforce its rights hereunder(including in-house counsel),and/or should any lawsuit be necessary to enforce said rights, then the prevailing party shall be entitled to receive reasonable attorney's fees from the other party,if awarded by judgment of a court. M. Vendor Services Liability.Under no circumstances whatsoever shall TelResource be held liable for any failure, interruption and/or diminution of services provided by any vendor to Client,whether it be the result of any fire,flood,epidemic,earthquake or any other act of God,explosion,strike or other disputes, riot or civil disturbance,war(whether declared or undeclared),armed conflict,any municipal ordinance, or state or federal law,governmental order or regulation,or order of any Court of competent jurisdiction, or negligence (whether intended or unintended)or financial failure on the part of the vendor, or other similar forces not within the control of TelResource. VI MEDIATION A. The parties agree that all claims,disputes and controversies arising out of or in relation to the performance, interpretation,application or enforcement of this Agreement,including but not limited to the breach thereof, shall be referred to mediation.Mediation will take place in Nueces County,Texas,before a mutually agreed upon Mediator. IIDS DS TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID:11 670E1 7-189F-4EE8-9992-F52B3A62A37C By the signatures below,the Parties signify that they have reviewed and understand this Agreement and that they shall abide by all of the above listed terms. CLIENT: TELRESOURCE,INC City of Corpus Christi DocuSigned by: �bt�t,hj y: Title: President Title: Date of Execution: 12/14/2022 Date of Execution: ALL AGREED&APPROVED AS TO FORM: By: Title:Assistant City Attorney Date of Execution: R TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID:11 670E1 7-189F-4EE8-9992-F52B3A62A37C Pricing Exhibit A for Telecom Billing Audit/Inventory Services and Optional Consulting Services Telecom Billing Audit Services: TelResource, Inc. (the"Company")will provide a starting baseline expense report that will account for all wireline and wireless billed service, per billing account. This will be the original cost benchmark used for the percentage fee for conducting the audit of telecommunication's invoices. Client shall pay to the Company amounts equal to 30%of all service billing refunds and annualized service augmentation savings received by Company. The annualized amount for each component of savings shall be calculated beginning on the date such component of savings began and end twelve months thereafter. The Company shall deliver to Client monthly invoices describing the Fees payable by Client to the Company for work performed and refunds and/or savings received by Client during the prior month. Fees for Service • 30%for all refunds and/or credits adjustments(One-Time Fee)and o Payment terms:upon receipt of itemized invoice. • 30%of first year's savings due to re-negotiated rates, disconnected services or recommendations implemented resulting in future and/or bandwidth savings. (One-Time Fee, of a twelve(12)monthperiod) o Payment terms: upon receipt of itemized invoice *If Client decides not to implement feasible recommendations that would have resulted in future savings, Client agrees to not implement recommendations within the next 6 month period following client's decline of the recommendations without paying TelResource the fees Client would have been obligated to pay under this Agreement. Should one or more physical inventories be necessary, as compensation for conducting each physical inventory, Client shall also pay the Company $1,250.00 per site for wired services and $1,250.00 per scheduled visit for wireless services equipment. Each physical inventory service must be pre-approved in writing by Client and the Company; an email exchanged between authorized representatives of each party is sufficient for this purpose. Invoice and Future Saving: Client will pay the Company's periodic invoices within 30 days of receipt, provided each invoice covers refunds or credits actually received from a service provider. With regard to future savings, the Client will pay invoices within 30 days of receiving an invoice from a service provider reflecting the corrected pricing on a service previously subject to overbilling,or the disconnection of service which was no longer utilized by Client but which the service provider failed to remove from Client's account(s) and for which it continued to bill. Future savings will not apply to instances of slamming (where service provider switches service without Client's consent) and cramming(where service provider bills for a service that was not authorized by Client). Moreover, futuire savings shall not apply to one-time charges,such as installation,early termination,or service Froi charges. TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C The Company, during a telecommunications billing audit, will find instances of Client overbilling on existing services and will correct and fix these billing issues. The Company will invoice Client for actual savings per month. See examples below: • Disconnection of Obsolete Services. The Company finds services that Client is no longer using but for which the service provider has continued to bill, the Company will request their disconnection. Client will pay Future Savings to Company in the amount of 30% percent of savings over a 12 month period. o Example: Company finds that service provider is billing $125.00 per month for T- 1 circuit that is obsolete and Company moves to cancel it. The Company will invoice Client as follows: $125.00 x 12 months = $1,500.00 in annual savings x 30%= $450.00. 0 • Contract Rate vs Billed Rate. Company identifies instance in which the service provider is charging for services at a higher rate than the contract rate and Company gets service provider to start billing the lower contractual rate. The Client will pay Future Saving in the amount of 30% of realized savings over a 12 month period. o Example: Company finds that Client is being billed on a monthly basis $1,400.00 for a communications circuit for which the contract rate is$1,000.00 per month,and successfully gets the service provider to correct the monthly rate. The Company will invoice Client as follows: $1,400.00 - $1,000.00 = $400 in actual monthly savings x 12 months= $4,800.00 annual savings x 30% =$1,440.00. • Billed Rate vs.New or Amended Contract. The Company identifies a service for which the service provider is charging a rate that is above the prevailing market level. The Company successfully negotiates a reduced rate and the contract is amended resulting in savings to Client. Alternatively, under the same scenario, the Company successfully identifies an alternative contract that Client is eligible to access with the same or different service provider resulting in savings to Client for the same service.Client will pay Future Saving in the amount of 30% of realized savings over 12 months less any applicable cancellation penalties, installation fees,or other miscellaneous charges. In addition,where the service is replaced with an alternative service from a different service provider, the Future Savings will be calculated for a 10 month period in order to account for redundancy of service while the service is transferred to the new service provider. o Example 1: Company successfully negotiates a reduced rate of $1,000.00 for a service for which the service provider was billing at the monthly rate of$1,400.00 and the service provider agrees to amend the contract to recognize the reduced rate going forward. The Company will invoice Client as follows: $1,400.00-$1,000.00 =$400.00 in actual monthly savings x 12 months=$4,800.00 annual savings x 30% = $1,440.00. o Example 2: Company successfully identifies an alternative contract that Client is E eligible to access with a different service provider for the same service, and the TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-81DED-01800AOC19C4 DocuSign Envelope ID:11670E17-189F-4EE8-9992-F52B3A62A37C Client may terminate the service with the existing service provider without incurring any penalties. Upon the installation of completion of the service transfer, the Company will invoice Client as follows: $1,400.00 - $1,000.00 = $400.00 x 10 months=$4,000.00. In the event Client is assessed a cancellation or installation fee to complete the transfer of service, of say $1,200.00, the Company will invoice Client as follows: $1,200.00 (miscellaneous fee) _ 12 months= $100.00 (monthly portion of miscellaneous fee). Thereafter, $1,400.00 - $1,000.00 = $400.00 - $100.00=$300.00 x 10 months= $3,000.00 in annual savings x 30%= $900.00. Like-for-Like Services: The Company,during a telecommunications billing audit,will find Client overbillings for different types of services. The Company will find savings for the communications services Client presently has and invoice accordingly. If Client decides to increase or change communications services that are at the same rate level as existing services,the Company will continue to invoice for the savings for 12 months. See example below: • Example: Currently, Client has a T-1 circuit for internet broadband service at a speed of 100 Mbps billed at$1000.00 per month. The Company requests new price points and increased bandwidth for replacement service. Assume one service provider comes back with a T-1 circuit for internet broadband service priced at$800 with connectivity speed of 200 Mbps and Client is eligible to receive service under an existing contract with the service provider consistent with procurement regulations. Client decides to increase bandwidth to 200 Mbps so that the new monthly rate is reduced by $200. Under this scenario, the Company will invoice Client for the savings on a Like-for-Like service basis as follows: $1000.00(current monthly rate) - $200.00 (monthly savings) = $800.00 (new monthly rate) x 12 months= $9,600.00. Taxes and Regulatory Fees: As a tax exempt organization, Client should not be paying taxes and/or other inappropriate regulatory fees. Should the Company find that a service provider has been inappropriately assessing Client be such fees and/or taxes, and the Company successfully negotiates the refund of incorrectly assessed taxes and/or fees, the Company will be entitled to receive 30% of the refiind or invoice credit received by Client. The Company will correct with the carrier the tax exempt status of Client. Contractual Negotiations,Renegotiations and Related Savings: The Company will work on Client's behalf to make sure Client is receiving the best possible rates for any and all carrier services. As part of the initial engagement, the Company will determine a baseline of communications services costs that Client is receiving from multiple service providers. Client is required to accept Andoagree that the baseline will be the benchmark of what Company will be using to formulate the L`� TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11670E17-189F-4EE8-9992-F5263A62A37C savings Client receives during the engagement with Company, provided the baseline accurately represents actual costs for communications services under Client contracts. The Company will develop and explain the baseline to Client. • Example: Carrier offers Client Session Internet Protocol ("SIP") services proposal for $9,000.00 per month. The Company negotiates on behalf of Client and informs carrier of promotional offer under which the SII' services would be billed at $4,000.00 per month. Accordingly, the carrier updates the SIP proposal to $4,000.00 per month. The Company will be entitled to Future Savings as follows: $9,000.00 - $4,000.00=$5,000.00(negotiated monthly savings)x 12 months= $60,000. Additional Services Available—Consulting/Sourcing Consulting /Sourcing services will be provided to Client to meet specific needs, if requested by Client and the parties execute an amendment to this Agreement. The Company offers consulting services that are billed on an hourly basis. These services may include, but are not limited to,training for online telecom billing portals, such as AT&T's Business Direct online platform; training internal employees and personnel on telecom terms and products; or personally attending Client business meetings with carriers. Client may purchase blocks of hours at a reduced rate. Standard hourly rate is$150.00 per hour for professional consulting staff. Blocks of hours are offered as follows: 15 hours- $2025. ($135.00 Per hour) 20 hours- $2600. ($130.00 Per hour) 40 hours- $5000. ($125.00 Per hour) If additional hours are necessary to complete a project after purchasing a block of hours, the remaining hours will be billed at the standard hourly rate of$150.00 per hour. Project management pricing-for larger projects will be quoted separately and customized to Client's specific requirements. Physical Site Survey If physical inventory is deemed necessary,the Company must notify and request preapproval from Client. Upon said approval, Client will assist and/or grant physical access upon written request and writtenapproval by Client at least 24 hours in advance or sooner by agreement to the Company in troubleshooting, inspecting, accounting for all telecommunications services and equipment the Client uses. I DS D TelResource Initials Client Initials DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C Attachment B: Insurance and Bond 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 Contract Administer a copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) (Defense costs not included in face value of the policy) If claims made policy, retro date must be at or prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 3. In the event of accidents of any kind related to this contract, Contractor shall furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1. 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 at least A- with a Financial Size Category of Class VII or higher. 2. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to RFP Template 03/15/2022 Page 13 of 25 DocuSign Envelope ID: 1 EDCEEF4-7014-41 CC-8DED-01 800AOC1 9C4 DocuSign Envelope ID: 11 670E1 7-189F-4EE8-9992-F52B3A62A37C City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 3. Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided to City of any, cancellation, non- renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. 4. Within 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. 5. 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. 6. 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. 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. The insurance required is in addition to and separate from any other obligation contained in this contract. No Bond is required for this agreement. 2021 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services 05/10/2021 Risk Management- Legal Dept. RFP Template 03/15/2022 Page 14 of 25 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(a)cctexas.com (361) 826-3735 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Cisco Software CAPTION: Motion authorizing the execution of two three-year license agreements with Great South Texas Corp, dba Computer Solutions of San Antonio, through the DIR Cooperative, for enterprise software packages for a total amount of$1,779,750.54, with FY 2023 funding of$593,250.18 from the Information Technology Fund. SUMMARY: This motion authorizes the purchase of two Cisco Enterprise Agreements with Great South Texas Corp dba Computer Solutions which has a local office in the City of Corpus Christi, is a woman owned business and is a HUB vendor. BACKGROUND AND FINDINGS: The City's information technology framework requires software that meets both internal and state mandated security and compatibility requirements. The Information Technology department analyzed different procurement options in order to determine the best method to allow the department to support the needs of the City's diverse infrastructure. Cisco products are one of many systems that help support our operations. The Information Technology Department determined packaging these two Cisco Enterprise Agreements into a single procurement would allow the City to achieve the greatest discount. Currently the City has two separate Enterprise Agreements, both of which are nearing end of term. The consolidation of these Enterprise Agreements will ensure continued operation of current service levels, and capacity for growth or changes based on our organizational needs. The Information Technology department is able to receive a large discount on these contracts through a state solicited program, Department of Information Resources (DIR), that will provide a savings of more than $2.5 Million over the three (3) years. Combining the Enterprise Agreements together provides an additional savings of $750,000 for a total savings greater than $3.2 Million over three (3) years. These Enterprise Agreements are being facilitated through Great South Texas Corp, dba Computer Solutions. The City has worked with Great South Texas Corp. for almost nine (9) years. They have a local office that can provide direct support on any related software issues, which provides an additional benefit to the City. PROCUREMENT DETAIL: This procurement is being facilitated through the DIR Cooperative. Contracts awarded through the DIR Cooperative has been competitively procured in compliance with Texas Local and State procurement requirements. Information Technology in conjunction with the Procurement division of Finance examined pricing by other cooperative contracts and service offerings to find the most cost-effective option for the City. Below is a chart that demonstrates the published discount rates from the cooperative contracts that were examined: Omnia Partners, GSA, and BuyBoard in comparison to the DIR Cooperative. The published discount rate displays the maximum discount the cooperative can apply to the total cost. Great South Texas Corp, dba Computer Solutions is a locally officed, women owned HUB vendor, that provided a published discount rate of 36% and is adding an additional 20.6% discount to the City, which makes the DIR contract procurement the best decision. Cooperative Published Discount Rate Bu Board Cooperative 5% GSA 0% Omnia Partners 36% DIR Cooperative 36% Computer Solutions (DIR) 56.6% ALTERNATIVES: City Council may choose to not approve or delay consideration of this item. Disapproval or delay could result in negative impacts to the City of Corpus Christi by licensing the software individually with separate license agreements which would increase costs. FISCAL IMPACT: The fiscal impact for IT in FY 2023 is an amount not to exceed $593,250.18, with future years budgeted through the annual budget process for a total of $1 ,779,750.54. FUNDING DETAIL: Fund: 5210 Information Technology Organization/Activity: 40420 IT Tech Infrastructure Service Department: 23 IT Project # (CIP Only): Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing two three-year Cisco enterprise software packages with Great South Texas Corp dba Computer Solutions. LIST OF SUPPORTING DOCUMENTS: Co-op Purchase Agreement Price Sheet Cooperative Comparison 23-0052 Cisco Licenses Description* List Price Qty Buy Board GSA Omnia Dir Computer (5%) (0%) (36%) (36%) Solutions Cisco Unit 1 $ 227.64 148 $ 32,006.18 $ 33,690.72 $ 21,562.06 $ 21,562.06 $ 13,068.40 Cisco Unit 2 $ 227.64 1 $ 216.26 $ 227.64 $ 145.69 $ 145.69 $ 101.12 Cisco Unit 3 $ 1,545.84 99 $ 145,386.25 $ 153,038.16 $ 97,944.42 $ 97,944.42 $ 67,970.43 Cisco Unit 4 $ 1,545.84 1 $ 1,468.55 $ 1,545.84 $ 989.34 $ 989.34 $ 686.57 Cisco Unit 5 $ 4,961.04 16 $ 75,407.81 $ 79,376.64 $ 50,801.05 $ 50,801.05 $ 35,258.24 Cisco Unit 6 $ 4,961.04 1 $ 4,712.99 $ 4,961.04 $ 3,175.07 $ 3,175.07 $ 2,203.64 Cisco Unit 7 $ 2,911.20 9 $ 24,890.76 $ 26,200.80 $ 16,768.51 $ 16,768.51 $ 11,637.45 Cisco Unit 8 $ 2,911.20 1 $ 2,765.64 $ 2,911.20 $ 1,863.17 $ 1,863.17 $ 1,293.05 Cisco Unit 9 $ 287.16 236 $ 64,381.27 $ 67,769.76 $ 43,372.65 $ 43,372.65 $ 30,087.64 Cisco Unit 10 $ 287.16 1 $ 272.80 $ 287.16 $ 183.78 $ 183.78 $ 127.49 Cisco Unit 11 $ 778.92 10 $ 7,399.74 $ 7,789.20 $ 4,985.09 $ 4,985.09 $ 3,460.20 Cisco Unit 12 $ 778.92 1 $ 739.97 $ 778.92 $ 498.51 $ 498.51 $ 346.02 Cisco Unit 13 $ 287.16 14 $ 3,819.23 $ 4,020.24 $ 2,572.95 $ 2,572.95 $ 1,784.86 Cisco Unit 14 $ 824.28 3 $ 2,349.20 $ 2,472.84 $ 1,582.62 $ 1,582.62 $ 1,098.60 Cisco Unit 15 $ 1,545.84 2 $ 2,937.10 $ 3,091.68 $ 1,978.68 $ 1,978.68 $ 1,373.14 Cisco Unit 16 $ 824.28 1 $ 783.07 $ 824.28 $ 527.54 $ 527.54 $ 366.20 Cisco Unit 17 $ 1,545.84 1 $ 1,468.55 $ 1,545.84 $ 989.34 $ 989.34 $ 686.57 Cisco Unit 18 $ 824.28 201 $ 157,396.27 $ 165,680.28 $ 106,035.38 $ 106,035.38 $ 50,410.80 Cisco Unit 19 $ 824.28 1 $ 783.07 $ 824.28 $ 527.54 $ 527.54 $ 366.20 Cisco Unit 20 $ 295.68 270 $ 75,841.92 $ 79,833.60 $ 51,093.50 $ 51,093.50 $ 35,486.10 Cisco Unit 21 $ 30.96 3240 $ 95,294.88 $ 100,310.40 $ 64,198.66 $ 64,198.66 $ 44,355.60 Cisco Unit 22 $ 15,046.56 1 $ 14,294.23 $ 15,046.56 $ 9,629.80 $ 9,629.80 $ 10,476.58 Cisco Unit 23 $ 57.60 380 $ 20,793.60 $ 21,888.00 $ 14,008.32 $ 14,008.32 $ 14,858.00 Cisco Unit 24 $ 301.92 285 $ 81,744.84 $ 86,047.20 $ 55,070.21 $ 55,070.21 $ 29,249.55 Cisco Unit 25 $ 37.32 285 $ 10,104.39 $ 10,636.20 $ 6,807.17 $ 6,807.17 $ 4,183.80 Cisco Unit 26 $ 18.48 88 $ 1,544.93 $ 1,626.24 $ 1,040.79 $ 1,040.79 $ 719.84 Cisco Unit 27 $ 124.80 270 $ 32,011.20 $ 33,696.00 $ 21,565.44 $ 21,565.44 $ 14,979.60 Cisco Unit 28 $ 6,777.96 5 $ 32,195.31 $ 33,889.80 $ 21,689.47 $ 21,689.47 $ 15,053.25 Cisco Unit 29 $ 4,224.72 6 $ 24,080.90 $ 25,348.32 $ 16,222.92 $ 16,222.92 $ 11,259.06 Cisco Unit 30 $ 7,681.92 1 $ 7,297.82 $ 7,681.92 $ 4,916.43 $ 4,916.43 $ 3,412.09 Cisco Unit 31 $ 11,523.60 6 $ 65,684.52 $ 69,141.60 $ 44,250.62 $ 44,250.62 $ 30,710.94 Cisco Unit 32 $ 32,640.00 2 $ 62,016.00 $ 65,280.00 $ 41,779.20 $ 41,779.20 $ 28,995.94 Cisco Unit 33 $ 79,073.40 1 $ 75,119.73 $ 79,073.40 $ 50,606.98 $ 50,606.98 $ 35,122.72 Cisco Unit 34 $ 73.08 1400 $ 97,196.40 $ 102,312.00 $ 65,479.68 $ 65,479.68 $ 45,458.00 Cisco Unit 35 $ 45.12 3000 $ 128,592.00 $ 135,360.00 $ 86,630.40 $ 86,630.40 $ 37,260.00 Cisco Unit 36 $ 13,536.00 1 $ 12,859.20 $ 13,536.00 $ 8,663.04 $ 8,663.04 $ 9,342.49 Year 1 Cost 1,365,856.57 1,437,743.76 920,156.01 920,156.01 593,250.18 Year 2 Cost 1,365,856.57 1,437,743.76 920,156.01 920,156.01 593,250.18 Year 3 Cost 1,365,856.57 1,437,743.76 920,156.01 920,156.01 593,250.18 TOTAL 4,097,569.72 4,313,231.28 2,760,468.02 2,760,468.02 1,779,750.54 Additional Cost using this vendor 2,317,819.18 2,533,480.74 980,717.48 980,717.48 *Unit names and model numbers redacted for security purposes.Additional information available on request. SC 00 � 0 � o NCORPOR 1'0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(a)cctexas.com (361) 826-3735 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Cisco Phone System License Renewal CAPTION: Motion authorizing the purchase of a three-year service agreement with Great South Texas Corp, dba Computer Solutions of San Antonio, through the DIR Cooperative, in an amount of $448,194.60 for the renewal of the Cisco Phone System License for the Information Technology Department, with FY 2023 funding of $149,398.20 from the Information Technology Fund. SUMMARY: This motion authorizes renewal of a three-year service agreement with Great South Texas Corp dba Computer Solutions, which has a local office in the City of Corpus Christi, is a woman owned business and is a HUB vendor. BACKGROUND AND FINDINGS: The City of Corpus Christi uses the Cisco Phone System Licenses for agent-based call center software which includes workflows to reduce call handle times, supervisor features to manage queues, business hours, and prompts, and advanced reporting for historical data, live data and dashboard management tools. This software is used for City of Corpus Christi Call Centers including City, Municipal Court, Health Department, IT Service Desk, Animal Control and Development Services. The Cisco Phone System Licenses also provide call functionality to all city phones which includes voicemail capabilities, making and receiving phone calls, and software phones for remote capabilities. The Information Technology department is able to receive a large discount on this contract through a state solicited program, Department of Information Resources (DIR), that will provide a savings of $477,077 over the 3 years. This service agreement is being facilitated through Great South Texas Corp, dba Computer Solutions. The City has worked with Great South Texas Corp. for almost 9 years. They have a local office that can provide direct support on any related software issues, which provides an additional benefit to the City. PROCUREMENT DETAIL: This procurement is being facilitated through the DIR Cooperative. Contracts awarded through the DIR Cooperative has been competitively procured in compliance with Texas Local and State procurement requirements. The current license is with Great South Texas Corp, dba Computer Solutions. There is no change in pricing from the license renewal. Information Technology in conjunction with the Procurement division of Finance examined pricing by other cooperative contracts and service offerings to find the most cost-effective option for the City. Below is a chart that demonstrates the published discount rates from the cooperative contracts that were examined: Omnia Partners, GSA, and Buyboard in comparison to the DIR Cooperative. The published discount rate displays the maximum discount the cooperative can apply to the total cost. Great South Texas Corp, dba Computer solutions is a local off iced, women owned HUB vendor, that provided a published discount rate of 36% and is adding an additional 15.6% discount for a total of 51 .6% to the City, which makes the DIR contract procurement the best decision. Cooperative Published Discount Rate Bu Board Cooperative 5% GSA 0% Omnia Partners 36% DIR Cooperative* 36% Computer Solutions (DIR) 51 .6% ALTERNATIVES: City Council may choose to not approve or delay consideration of this item. Disapproval or delay could result in negative impacts to the City of Corpus Christi. The Phone System Licenses are critical to operate city call centers and for phone functionality. There is no alternative to this renewal. FISCAL IMPACT: This purchase totaling $149,398.20 for Cisco Phone System Licenses is budgeted in the Information Technology fund for fiscal year 2023. FUNDING DETAIL: Fund: 5210 Information Technology Organization/Activity: 40420 IT Tech Infrastructure Service Project # (CIP Only): n/a n/a Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase of a three-year license renewal with Great South Texas Corp, dba Computer Solutions as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet Cooperative Comparison-23-0190 Cisco Phone System License Renewal Description List Price Qty Cisco Direct GSA Buy Board Omnia Dir Computer Solutions Discount Rate 0% 0% 5% 36% 36% 51.6% Cisco Collaboration Flex Plan Enterprise-Wide Calling $ 132.72 1,700 $ 225,624.00 $ 225,624.00 $ 214,342.80 $ 144,399.36 $ 144,399.36 $ 92,004.00 Cisco Collaboration Flex Plan Contact Center On-Premises $ 720.00 115 $ 82,800.00 $ 82,800.00 $ 78,660.00 $ 52,992.00 $ 52,992.00 $ 57,394.20 Unified Contact Center Subtotal Annual Cost $ 308,424.00 $ 308,424.00 $ 293,002.80 $ 197,391.36 $ 197,391.36 $ 149,398.20 Year 1 Cost $ 308,424.00 $ 308,424.00 $ 293,002.80 $ 197,391.36 $ 197,391.36 $ 149,398.20 Year Cost $ 308,424.00 $ 308,424.00 $ 293,002.80 $ 197,391.36 $ 197,391.36 $ 149,398.20 Year 3Cost $ 308,424.00 $ 308,424.00 $ 293,002.80 $ 197,391.36 $ 197,391.36 $ 149,398.20 Total Cost Over 3 Years $ 925,272.00 $ 925,272.00 1 $ 879,008.40 $ 592,174.08 $ 592,174.08 $ 448,194.60 Additional Cost using this vendor 477,077.40 477,077.40 430,813.80 143,979.48 143,979.48 City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Cisco Phone System License Renewal DIR-TSO-4167 Great South Texas Corp dba Computer Solutions San Antonio, TX Item Description Quantity Cost Price Year 1-Cisco Collaboration Flex Plan 1 1700 $54.12 $92,004.00 License Year 1-Cisco Flex Plan Contact Center On- t 115 $499.08 $57,394.20 Premise Year 2-Cisco Collaboration Flex Plan 3 1700 $54.12 $92,004.00 License Year 2-Cisco Flex Plan Contact Center On- o 115 $499.08 $57,394.20 Premise Year 3-Cisco Collaboration Flex Plan 5 1700 $54.12 $92,004.00 License Year 3-Cisco Flex Plan Contact Center On- 6 Premise 115 $499.08 $57,394.20 Tota I I 1 1 $448,194.60 DocuSign Envelope ID:54B13E78-50CE-4A96-85B5-CF9DD2233C72 CUs G� > CO-OPERATIVE PURCHASE AGREEMENT NO. 131635 U Cisco Phone System License Renewal fhaaaoRp�� 1852 THIS Cisco Phone System License Renewal Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Great South Texas Corp dba Computer Solutions ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide Cisco Phone System License Renewal in accordance with its agreement with DIR-TSO-4167 (the "Co- operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co- operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide Cisco Phone System License Renewal in accordance with the attached Statement 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. 3. Term. The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the City's Procurement Division. 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 in writing prior to the expiration of the original term or the then-current Option Period. 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. 4. Compensation and Payment. This Agreement is for an amount not to exceed $448,194.60, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, 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. Invoices must be mailed to the following address: Co-operative Purchase Agreement Standard Form Page 1 of 3 DocuSign Envelope ID:54B13E78-50CE-4A96-85B5-CF9DD2233C72 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. 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: Jesus Hernandez IT Security Operations Officer 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3745 Fax: 361-826-4342 IF TO CONTRACTOR: Great South Texas Corp dba Computer Solutions Attn: David Jones Inside Sales Representative 814 Arion Parkway, Suite 101, San Antonio, TX 78216 Phone: 210-369-0318 Fax: 210-369-0389 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 DocuSign Envelope ID:54B13E78-50CE-4A96-85B5-CF9DD2233C72 CONTRACTOR DocuSigned by: Signature: FE E Printed Name: David Jones Title: inside sales Associate Date: 1/30/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — 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 Incorporated by Reference Only: Co-operative Agreement: DIR-TSO-4167 Co-operative Purchase Agreement Standard Form Page 3 of 3 DocuSign Envelope ID:54B13E78-50CE-4A96-85B5-CF9DD2233C72 Attachment A: Scope of Work Project Name: Renew Cisco Flex-Unified Communications (UC) and Unified Contact Center Express UCCX Project Address: City of Corpus Christi, City Hall, 1201 Leopard Street, l st Floor, Corpus Christi, TX 78401 Scope of Work: A. Contractor will resell 1,700 Cisco Systems Flex Enterprise Wide Calling Licenses part A-FLEX-EAPL1 . Each year for three years. B. Contractor will resell 115 CFlex-CC On-Premise UCCX Premium Concurrent Agent, part A-FLEX-PJXPC. Each year for three years. Point of Contact: Jesus Hernandez, IT Security Operations Officer 361-826-3745 Jesush6@cctexas.com Contractor Point of Contact: Great South Texas Corp dba Computer Solutions Attn: David Jones Inside Sales Representative 814 Arion Parkway, Suite 101, San Antonio, TX 78216 Phone: 210-369-0318 Fax: 210-369-0389 DocuSign Envelope ID:54B13E78-50CE-4A96-85B5-CF9DD2233C72 Attachment B: Bid/Pricing Schedule Great South Texas Corp dba Computer Solutions Quote _ ' 14410 Wurzbach Parkway,Suite 175 _■ San Antonio,Texas 78216 Date Expiration Date " Nov 29,2022 06:44 PM 02/10/2023 United States CST www.comsoltx.com �������� (P)210-369-0300 Modified Date Dec 14,2022 12:21 PM CST o lub�ons Quote# 1038477 -rev 2 of 2 Description Sub217295 Flex Calling&Sub217296 UCCX SalesRep Jones, David (P)210-369-0318 (F)210-369-0389 Customer Contact Hernandez, Jesus (P)361-826-3748 jesush6@cctexas.com Customer Bill To Ship To Contract Programs:DIRCIS4167 City of Corpus Christi(16975) City of Corpus Christi City of Corpus Christi -CISCO DIR-TSO-4167 EXP Hernandez,Jesus Accounts,Payables 1201 Leopard Street 7/3/23 1201 Leopard Street 1201 Leopard Street Corpus Christi,TX 78401 Certifications:WBE/SBE/HUB# Corpus Christi,TX 78401 Corpus Christi,TX 78401 United States 1942650013800 Exp:08/31/2023 United States United States (P)361-826-3740 Sales Order Type:Drop Ship- (P)361-826-3740 (P)361-826-4091 Ship to customers location (F)361-826-4551 Customer PO: Terms: Ship Via: Net 30 Days FedEx Ground Special Instructions: Carrier Account#: � Part# List Oty Unit Total - fw— Price Price Year 1 Annual Payment:Sub217295 Flex UC/Calling&Sub217296 Flex Contact Center 1 Cisco Collaboration Flex Plan Enterprise-Wide Calling A-FLEX- $132.72 1700 $54.12 $92,004.00 E9 On-Premise license-hosted-Tier 1 EAPL1 Note: Sub217295 Flex UC/Calling:Year 1 Term 2/21/2023-2/20/2024 Line Reflects Year 1 of 3 Year Agreement for x1700 Calling Knowledge-Worker DIR-TSO-4167-59.22%Discount 2 Cisco Collaboration Flex Plan Contact Center On-Premises Unified Contact Center A-FLEX- $720.00 115 $499.08 $57,394.20 e Express Premium PJXPC License-1 concurrent agent-on-premise Note: Sub217296 Flex Contact Center:Year 1 Term 2/14/2023-2/13/2024 Line Reflects Year 1 of 3 Year Agreement for x115 UCCX Premium User's DIR-TSO-4167-30.68%Discount Subtotal$149,398.20 Year 2 Annual Payment:Sub217295 Flex UC/Calling&Sub217296 Flex Contact Center 3 Cisco Collaboration Flex Plan Enterprise-Wide Calling A-FLEX- $132.72 1700 $54.12 $92,004.00 E9 On-Premise license-hosted-Tier 1 EAPL1 Note: Sub217295 Flex UC/Calling:Year 1 Term 2/21/2024-2/20/2025 Line Reflects Year 2 of 3 Year Agreement for x1700 Calling Knowledge-Worker DIR-TSO-4167-59.22%Discount 4 Cisco Collaboration Flex Plan Contact Center On-Premises Unified Contact Center A-FLEX- $720.00 115 $499.08 $57,394.20 e Express Premium PJXPC License-1 concurrent agent-on-premise DocuSign Envelope ID:54B13E78-50CE-4A96-85B5-CF9DD2233C72 Part# List Oty Unit Total I Price Price Note: Sub217296 Flex Contact Center:Year 1 Term 2/14/2024-2/13/2025 Line Reflects Year 2 of 3 Year Agreement for x115 UCCX Premium User's DIR-TSO-4167-30.68%Discount Subtotal$149,398.20 Year 3 Annual Payment:Sub217295 Flex UC/Calling&Sub217296 Flex Contact Center 5 Cisco Collaboration Flex Plan Enterprise-Wide Calling A-FLEX- $132.72 1700 $54.12 $92,004.00 V9 On-Premise license-hosted-Tier 1 EAPL1 Note: Sub217295 Flex UC/Calling:Year 1 Term 2/21/2025-2/20/2026 Line Reflects Year 3 of 3 Year Agreement for x1700 Calling Knowledge-Worker DIR-TSO-4167-59.22%Discount 6 Cisco Collaboration Flex Plan Contact Center On-Premises Unified Contact Center A-FLEX- $720.00 115 $499.08 $57,394.20 Express Premium PJXPC License-1 concurrent agent-on-premise Note: Sub217296 Flex Contact Center:Year 1 Term 2/14/2025-2/13/2026 Line Reflects Year 3 of 3 Year Agreement for x115 UCCX Premium User's DIR-TSO-4167-30.68%Discount Subtotal$149,398.20 Quote reflects New 3 Year Agreements via Annual Payments for Calling Subtotal: $448,194.60 &Contact Center Subscriptions. Tax(.0000%): $0.00 Year(s)2 and 3 are Estimates that are accurate if City is within Shipping: $0.00 compliance of License Qty's come time for respective YR2/YR3Annual Total: $448,194.60 Payments.Over-consumption of agreement Qty's will trigger true- (List Price: $925,272.00) forward invoicing of actual consumption. ------------------------------ Flex Calling Sub217295 for 2/21/23-2/20/26 Flex Contact Center Sub217296 for 2/14/23-2/13/26 Thank you for the opportunity to provide this quote. """"We have MOVED,Please note our new Address— Invoicing and Partial Invoice Policy: Computer Solutions will invoice or partial invoice product and/or services when they have shipped or rendered complete(or Milestone Complete).By ordering or releasing a PO for this order, you agree to pay for the items that have shipped or delivered as part of the whole order.. Subscriptions/Enterprise Agreements Cancellation Policy-Computer Solutions requires a forty five(45)day written notification from the customer based on the renewal/anniversary date in order to process the cancellation with the applicable manufacturer(s). 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Charles Mendoza, Director of Asset Management Charlesm2@cctexas.com (361) 826-1941 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Amendment No. 2 to Software Maintenance and Hosting Services Agreements for M5 FleetFocus System for Asset Management CAPTION: Resolution authorizing execution of Amendment No. 2 to the master software licensing agreement with AssetWorks, Inc. of Wayne, Pennsylvania, for the purchase and installation of a MobileFocus Edge software module and to renew hosting, maintenance, and support for Fleet Services for a five-year period in a total amount of $769,791.67, with FY 2023 funding of $189,100.04 from the Fleet Maintenance Services Fund. SUMMARY: The M5 FleetFocus system is a highly advanced and comprehensive tool that enables Fleet Management to effectively track and manage detailed information about vehicles throughout their entire lifecycle. As such, it is essential for Asset Management to renew the contract for the continued use of the M5 Fleet Maintenance Management Software. The primary advantage of the current software is that it offers real time tracking of employee work and job assignments, which assists management with ensuring maintenance tasks are moving forward. The installation of Mobile Focus Edge allows for easier navigation from mobile devices for use by mechanics, supervisors, and technicians. Edge will free mechanics and technicians from needing to leave their bay to clock into jobs, look up data, or request parts since they will have all the functionality of m5 on their mobile device. It also allows supervisors to assign jobs from their mobile device. BACKGROUND AND FINDINGS: AssetWorks, Inc. will be responsible for ensuring the proper functioning of the software through hosting, maintenance, and support services. This system has a proven track record in effectively managing the City's vehicle fleet through maintenance, sales, and purchasing data management of 2,800 vehicles from the time of purchase to their disposal. Fleet Maintenance staff are pleased with the performance of the software and recommend entering into a new five-year agreement to continue the service as a sole source purchase. PROCUREMENT DETAIL: This procurement is a general exemption 252.022(a)(7), a procurement of items that are available from only one source. ALTERNATIVES: Not applicable FISCAL IMPACT: Renew for five years the software maintenance and hosting services, install Mobile Focus Edge, and increase the perpetual software license for the M5 FleetFocus system with Assetworks, Inc., of Wayne, Pennsylvania, for $769,791 .67, with FY 2023 funding of $189,100.04 from the Fleet Maint Svc Fund. FUNDING DETAIL: Fund: 5110 Fleet Maintenance Service Organization/Activity: 40130 Network System Maintenance Mission Element: 202 Project # (CIP Only): N/A Account: 520100 — Computer Equipment & Software RECOMMENDATION: Staff recommends approval of this resolution as presented. LIST OF SUPPORTING DOCUMENTS: Amendment No. 2 Resolution Pricing Sheet City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado M5 FleetFocus AssetWorks, Inc. Wayne, PA Item Description Qty Cost Total Price 1 Maintenance Renewal Annual Software Maintenance and Support 1.1 1/1/2023-12/31/2023 1 $62,865.41 $62,865.41 Annual Software Maintenance and Support 1.2 1/1/2024-12/31/2024 1 $65,959.33 $65,959.33 Annual Software Maintenance and Support 1.3 1/1/2025-12/31/2025 1 $69,238.89 $69,238.89 Annual Software Maintenance and Support 1.4 1/1/2026-12/31/2026 1 $72,715.22 $72,715.22 Annual Software Maintenance and Support 1.5 1/1/2027-12/31/2027 1 $76,400.14 $76,400.14 Total Software Maintenance and Support $347,178.99 2 Hosting Renewal Annual Application Hosting 1/1/2023- 2.1 12/31/2023 1 $63,914.62 $63,914.63 Annual Application Hosting 1/1/2024- 2.2 12/31/2024 1 $67,749.50 $67,749.50 Annual Application Hosting 1/1/2025- 2.3 12/31/2025 1 $71,814.47 $71,814.47 Annual Application Hosting 1/1/2026- 2.4 12/31/2026 1 $76,123.34 $76,123.34 Annual Application Hosting 1/1/2027- 2.5 12/31/2027 1 $80,690.74 $80,690.74 Total Hosting Renewal $360,292.68 3 MobileFocus Edge 1 $12,320.00 $12,320.00 4 1800 Perpetual Software License 1 $50,000.00 $50,000.00 Grand Total $769,791.67 Resolution authorizing execution of Amendment No. 2 to the master software licensing agreement with AssetWorks, Inc., of Wayne, Pennsylvania, for the purchase and installation of a MobileFocus Edge software module and to renew hosting, maintenance, and support for Fleet Services for a five-year period in a total amount of $769,791.67, with FY 2023 funding of $189,100.04 from the Fleet Maintenance Services Fund. WHEREAS, continuity in the software performance of the M5 FleetFocus system used by the Fleet Maintenance Division is necessary to provide the ability to manage and track information in exceptional detail and, consequently, allow for more informed decision-making by the Asset Management Department for handling City vehicles from cradle to grave; and WHEREAS, the purchase and installation of the MobileFocus Edge software module and the five-year renewal of software hosting, maintenance, and support, pursuant to the parties' master software licensing agreement, are vital to City operations. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute Amendment No. 2 to the master software licensing agreement with AssetWorks, Inc., in the amount of $769,791 .67, with FY 2023 FY 2023 funding of $189,100.04 from the Fleet Maintenance Services Fund. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Page 1 of 2 Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 2 of 2 DocuSign Envelope ID:0343FFFF-1600-4E70-9EF4-A3705021 CA54 AMENDMENT NO. 2 TO ASSETWORKS AGREEMENTS THIS AGREEMENT is made effective this day of , 2023 between: ASSETWORKS INC. (f.k.a. AssetWorks LLC prior to 2022 conversion from a limited liability company to a corporation), a Delaware corporation, with a place of business at 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 ("AssetWorks"); and CITY OF CORPUS CHRISTI, a Texas home-rule municipal corporation, with offices at 5352 Ayers, Bldg 3B, Corpus Christi, TX 78415 ("Customer"). A. Customer and AssetWorks have executed the following agreements (collectively, "the Agreements"): • Software License and Related Hardware Purchase Agreement effective January 1, 2018 • Software Maintenance Agreement effective January 1, 2018 • Professional Services Agreement effective March 19, 2019 • Hosting Services Agreement effective March 21, 2018 B. Customer and AssetWorks intend to amend the Agreements in order to add products and services to the scope of the Agreements in order to upgrade FleetFocusM5 System effective January 1, 2023-December 31, 2027. NOW THEREFORE Customer and AssetWorks agree as follows: 1. Renew a five-year Software Maintenance Agreement with Amendment 2 — Schedule 1, attached hereto and incorporated by reference. The total five-year amount for Software Maintenance Renewal shall be $347,178.99. 2. Renew a five-year Hosting Services Agreement with Amendment 2—Schedule 2, attached hereto and incorporated by reference. The total five-year amount for Hosting Renewal shall be $360,292.68. 3. AssetWorks shall provide services to install Mobile Focus EDGE (EDGE) module in accordance with Amendment 2 — Schedule 3 for a total amount of$12,320.00. 4. AssetWorks shall increase Perpetual Software License from 2000 to 2800 units in accordance with Amendment 2 — Schedule 4 for a total amount of$50,000.00. 5. Any terms, conditions or provisions of the Agreements not specifically addressed or modified by this Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized representatives as of the date above. DocuSign Envelope ID:0343FFFF-1600-4E70-9EF4-A3705021 CA54 CITY OF CORPUS CHRISTI ASSETWORKS INC. DocuSigned by: By: By: �btYf Mid 1 FDF16F904BC477... Name: Name: Robert Hallett Title: Title: General Manager Date: Date: 12/22/2022 APPROVED AS TO LEGAL FORM: Assistant City Attorney Date DocuSign Envelope ID:0343FFFF-1600-4E70-9EF4-A3705021 CA54 t 2 - Schedule 1 AssetWORKS MAINTENANCE RENEWAL STATEMENT 998 Old Eagle School Road I Suite 1215 I Wayne PA 19087-1805 Number 8327 M5FL MNT23_Rev1 Tel (484) 588-5515 Fax (610) 971-9447 5 Year Term TO: City of Corpus Christi Revised to reflect Added 800 units FROM: AssetWorks LLC DATE: November 28, 2022 RE: FleetFocus M5 Maintenance and Support Renewal Prices valid through December 31, 2027 Annual Software Maintenance and Support for period 1/1/2023-12/31/2023 FleetFocus M5 license for up to 2,800 equipment units Including Ad-hoc Query, Crystal Reports, Replacement Analysis, KPI/Dashboards, Motor Pool, Shop Activity, SmartApps, Edge $ 50,567.81 FuelFocus $ 997.60 Includes product updates and enhancements, unlimited email and telephone support for 12 months Subtotal,2023 Maintenance $ 51,565.41 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2023 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220, offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2023 Maintenance+Options $ 62,865.41 Annual Software Maintenance and Support for period 1/1/2024-12/31/2024 Same configuration as above Subtotal,2024 Maintenance $ 54,659.33 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2024 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220, offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2024 Maintenance+Options $ 65,959.33 Annual Software Maintenance and Support for period 1/1/2025-12/31/2025 Same configuration as above Subtotal,2025 Maintenance $ 57,938.89 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2025 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220, offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2025 Maintenance+Options $ 69,238.89 Annual Software Maintenance and Support for period 1/1/2026-12/31/2026 Same configuration as above Subtotal,2026 Maintenance $ 61,415.22 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2026 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220, offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2026 Maintenance+Options $ 72,715.22 Annual Software Maintenance and Support for period 1/1/2027-12/31/2027 Same configuration as above Subtotal,2027 Maintenance $ 65,100.14 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2027 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220, offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2027 Maintenance+Options $ 76,400.14 4 If you have any questions, please contact Colleen Boutcher at(484)588-5515 or Colleen.Boutcher@AssetWorks.com. Page 1 of 2 <— C\Users\alexis.scheifley\Desktop\Corpus C:\Users\alexis.scheifley\Desktop\Corpus Christi M5 FL Maint Renewal Jan 2023_5yr_Rev3 Confidential Information DocuSign Envelope ID:0343FFFF-1600-4E70-9EF4-A3705021 CA54 AssetWORKS MAINTENANCE RENEWAL STATEMENT 998 Old Eagle School Road I Suite 1215 I Wayne PA 19087-1805 Number 8327 M5FL MNT23_Rev1 Tel (484) 588-5515 Fax (610) 971-9447 5 Year Term TO: City of Corpus Christi Revised to reflect Added 800 units FROM: AssetWorks LLC DATE: November 28, 2022 RE: FleetFocus M5 Maintenance and Support Renewal Prices valid through December 31, 2027 For Visa, MasterCard, and American Express payments, add 4%: REMIT TO: Sales Tax: 0.0000% $ - CHECKS All software updates are electronically delivered AssetWorks PO Box 202525 5 YEAR BUDGETARY TOTAL, $US $ 347,178.99 Dallas TX 75320-2525 EFT, ACH, OR DIRECT DEPOSIT Wells Fargo, 8601 N. Scottsdale Rd., Scottsdale AZ 85253 US Tax ID#98-0358175 ABA# 122105278 Canada GST/HST#834113896 RT0001 Account# 5076434348 AssetWorks LLC is a subsidiary of Trapeze Software Group Inc. If you require a separate invoice, complete this form and return it by email or fax;AssetWorks will issue an invoice as you instruct below. If your organization requires us to reference a purchase order number on our invoice,we must receive that PO by email to Colleen.Boutcher@AssetWorks.com or by fax to(610)971-9447. Do not mail POs to our remittance address. Terms Unless there is a signed agreement between the parties,this maintenance renewal is subject to the terms and conditions of the AssetWorks Master Service Agreement found at http://www.assetworks.com/TC-Fleet/. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of maintenance is required 90 days prior to annual renewal date. SOLE SOURCE FleetFocus is proprietary property of AssetWorks LLC and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks'ownership rights. Accordingly, AssetWorks is the sole source for software,maintenance and services of its products. I,the undersigned, accept this maintenance renewal as described above. Name: Title: Signature: Date: [ ] PO REQUIRED:# [ ] NO PO REQUIRED [ ] NO SEPARATE INVOICE NEEDED [ ] Please MAIL invoice to: [ ] Please E-MAIL invoice to: 4 If you have any questions, please contact Colleen Boutcher at(484)588-5515 or Colleen.Boutcher@AssetWorks.com. Page 2 of 2 <— C\Users\alexis.scheifley\Desktop\Corpus C:\Users\alexis.scheifley\Desktop\Corpus Christi M5 FL Maint Renewal Jan 2023_5yr_Rev3 Confidential Information DocuSign Envelope ID:0343FFFF-1 600-4E70-9EF4-A3705021 C, 54 iment 2 - Schedule 2 AssetWORKS HOSTING RENEWAL STATEMENT 998 Old Eagle School Road I Suite 1215 1 Wayne PA 19087-1805 Number 8327 1145FL HST22_Rev2 Tel (484) 588-5515 Fax (610) 971-9447 5 Year Term TO: City of Corpus Christi Revised to correct calculation errror FROM: AssetWorks LLC Revised to reflect Added 800 Units DATE: November 28, 2022 RE: Application Hosting Renewal Prices valid through December 31, 2027 Annual Application Hostinq for period 1/1/2023-12/31/2023 FleetFocus M5 hosting for up to 2,800 equipment units $ 54,985.76 Reporting database $ 8,117.15 FuelFocus hosting, 1 ICU $ 811.72 Subtotal,2023 Hosting $ 63,914.62 Annual Application Hostinq for period 1/1/2024-12/31/2024 Same configuration as above Subtotal,2024 Hosting $ 67,749.50 Annual Application Hostinq for period 1/1/2025-12/31/2025 Same configuration as above Subtotal,2025 Hosting $ 71,814.47 Annual Application Hosting for period 1/1/2026-12/31/2026 Same configuration as above Subtotal,2026 Hosting $ 76,123.34 Annual Application Hostinq for period 1/1/2027-12/31/2027 Same configuration as above Subtotal,2027 Hosting $ 80,690.74 For Visa. MasterCard. and American Express payments, please add 4%: REMIT TO: Sales Tax: 0.0000% $ - CHECKS All software updates are electronically delivered AssetWorks PO Box 202525 5 YEAR BUDGETARY TOTAL, $US $ 360,292.68 Dallas TX 75320-2525 ACH, EFT OR DIRECT DEPOSIT Wells Fargo, 8601 N. Scottsdale Rd., Scottsdale AZ 85253 US Tax ID#98-0358175 ABA# 122105278 Canada GST/HST#834113896 RT0001 Account# 5076434348 AssetWorks LLC is a subsidiary of Trapeze Software Group Inc. If you require a separate invoice, complete this form and return it by email or fax; AssetWorks will issue an invoice as you instruct below. If your organization requires us to reference a purchase order number on our invoice, we must receive that PO by email to Colleen.Boutcher@AssetWorks.com or by fax to (610)971-9447. Do not mail POs to our remittance address. Terms Unless there is a signed agreement between the parties, this maintenance renewal is subject to the terms and conditions of the AssetWorks Master Service Agreement found at http.lAvww.assetworks.com/TC-Fleeb. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of hosting is required 90 days prior to annual renewal date. SOLE SOURCE FleetFocus is proprietary property of AssetWorks LLC and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks' ownership rights. Accordingly, AssetWorks is the sole source for software, maintenance and services of its products. I, the undersigned, accept this hosting renewal as described above. Name: Title: Signature: Date: [ ] PO REQUIRED: # [ ] NO PO REQUIRED [ ] NO SEPARATE INVOICE NEEDED [ ] Please MAIL invoice to: [ ] Please E-MAIL invoice to: 4 If you have any questions, please contact Colleen Boutcher at(484)588-5515 or Colleen.Boutcher@AssetWorks.com. Thank You! <- C\Users\alexis.scheifley\Desktop\Corpus C:\Users\alexis.scheifley\Desktop\Corpus Christi M5 FL Hosting Renewal Jan 20235yr_Rev3 Confidential Information DocuSign Envelope ID:0343FFFF-1600-4E70-9EF4-A3705021 CA54 Amendment 2 - Schedule 3 AssetWORKS ORDER FORM AssetWorks LLC Order#: Q-09596-1 998 Old Eagle School Road, Suite 1215 Date: 9/23/2022 Wayne, PA 19087 Expires On: 12/30/2022 Ship To Bill To Matthew Lopez City of Corpus Christi City of Corpus Christi Fleet Operations Manager 5352 Ayers PO Box 9277 Corpus Christi,Texas 78469-9277 Corpus Christi,Texas 78469-9277 This price is issued pursuant to Agreements entered into between AssetWorks and the above named Customer. Pricing below is valid until 12/30/2022. Professional Services I Description Line Total MobileFocus Implementation Services-EDGE USD 12,320.00 Professional Services Total: USD 12,320.00 Grand Total: USD 12,320.00 MobileFocus EDGE Project Scope and Assumptions • AssetWorks will provide services to install Mobile Focus EDGE (EDGE) and perform base FleetFocus configuration to support EDGE as used by the customer. The module and integration assume usage of all EDGE settings out of the box and utilizes functionality built within supported versions, as noted in EDGE product documentation. The minimum version required for EDGE is v.20.1 ; additional portals will be added to future versions and noted in product documentation when released. • After training and configuration sessions are complete, the customer will finalize the setup in FleetFocus and is responsible for loading all data required for project success. • Assumes fleet assets are setup in FleetFocus and ready for configuration to support EDGE functionality. • EDGE supports the SSO methods per AssetWorks Product documentation per version. • EDGE once installed requires a requires a connection to the application server and the database. Services for other MobileFocus platforms including handheld devices are not included, unless otherwise noted on the order form. • All services will be performed remotely using web teleconferencing, unless otherwise noted. • Training is delivered as "train the trainer" for system administrators and internal SME's for up to 10 people; end user training is not included. Where applicable, standard training materials will be utilized. Quote does not include customized training materials unless otherwise noted. Current supported version of FleetFocus is required and adheres to the minimum versions as documented in AssetWorks Product Documentation located on the Customer Care site. Customer may be required to upgrade if new features and/or fixes are available for the module that are considered necessary for the project success however upgrade services for FleetFocus are not included, unless otherwise noted on the order form. Customer will be responsible for working with AssetWorks' Professional Services to move EDGE into a production environment. Page 1 of 2 DocuSign Envelope ID:0343FFFF-1600-4E70-9EF4-A3705021 CA54 • Customer will make appropriate technical resources available to AssetWorks' consultants and provide necessary and appropriate personnel at meetings to define project requirements. • Customer will appoint a single point of contact for project duration that will have project management responsibilities and decision-making authority. This person will be the focal point of contact for the AssetWorks' Professional Services and Customer Care teams. • AssetWorks will assign a Project Manager 4 weeks after a fully executed and processed order. The Project Manager will engage with the customer to kick-off the project and begin scheduling services. The delivery schedule of the project requirements will be set during the project planning phase. All implementers, consultants and/or trainers for professional services will be secured by the Project Manager within a 2-4-week lead time once the project is kicked off. • Invoices are due on existing contract terms. • If additional scope is added or required, a change order will be requested of the customer. • If this order is abandoned, paused, or cancelled by the customer for any reason mid-effort, the customer will be billed for all AssetWorks time incurred at the current contracted labor rate. Costs are for a fixed fee project and do not include applicable taxes. Milestone(s) are to be billed as noted below in the milestone names, with the amounts noted below: Services Milestone Payments: • Milestone - Review of EDGE Portals and Configurations Complete in Test and Production = $6,160 USD • Milestone - Delivery of EDGE Training = $6,160 USD In the event Customer's business practices require that Customer issue a purchase order number prior to payment of any AssetWorks invoices issued under this Agreement, then such purchase order number must be entered below. Customer's execution of the Order Form without designating a purchase order number shall be deemed Customer's acknowledgement that no purchase order number is required for payment of invoices hereunder. Purchase Order Number: Accepted by Customer: Accepted by AssetWorks: Signature: Signature: Name (Print): Name (Print): Title: Title: Date: Date: Please sign and email to Allan Richardson at allan.richardson@assetworks.com. THANK YOU FOR YOUR BUSINESS! Page 2 of 2 DocuSign Envelope ID:0343FFFF-1600-4E70-9EF4-A3705021 CA54 Amendment 2 - Schedule 4 AssetWORKS QUOTATION AssetWorks Inc. Quote#: Q-10370-2 998 Old Eagle School Road, Suite 1215 Date: 12/1/2022 Wayne, PA 19087 Expires On: 2/21/2023 Account Manager:Allan Richardson Email: allan.richardson@assetworks.com Phone: (817)243-6776 To Matthew Lopez City of Corpus Christi 5352 Ayers Corpus Christi,Texas 78469-9277 This price is issued pursuant to Agreements entered into between AssetWorks and the above named Customer. Perpetual Software License (Increase license from 2000 to 2800 units) Description CITY FleetFocusM5 Standard License 800 INC Ad Hoc Reporting Module 1 INC Motor Pool Module 1 INC Shop Activity Module 1 INC KPI/Dashboards Module 1 INC MobileFocus/Smart Apps, Enterprise License 1 INC Perpetual Software License Total: USD 50,000.00 Page 1 of 1 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Charles Mendoza, Director of Asset Management CharlesM2(a)cctexas.com (361) 826-1941 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(o)cctexas.com (361) 826-3169 Combined 165 Vehicles and Equipment Procurement CAPTION: Resolution authorizing the acquisition of 165 vehicles and equipment by specific departments, of which 160 units are outright purchases and 5 units are lease-purchases through JP Morgan, totaling $7,748,323.84, with such items to be acquired in the manner, at the amounts, and from the sources stated, with FY 2023 funding of $7,162,287.58 and the remaining balance of $586,036.26 for lease-purchase items to be funded through the annual budget process. SUMMARY: Resolution authorizes the acquisition of a total of 165 vehicles and equipment by various departments. All 165 units are purchased through BuyBoard, Goodbuy, and The Interlocal Purchasing System (TIPS) Cooperatives with 160 units to be outright purchased and 5 units to be lease-purchased. Of the 165 units, 97 are replacements and 68 will be added to the fleet. Due to the difficulty in purchasing fleet vehicles and the nationwide shortage, it is imperative to act quickly. BACKGROUND AND FINDINGS: The Airport is authorized to acquire by purchase one Ford F150 Standard Cab Truck and one Ford Mach E sedan from Silsbee Ford for a total amount of $103,526.96 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Asset Management — Facilities Division is authorized to acquire by purchase seven Chevrolet Express Vans from Lake Country Chevrolet for a total amount of $308,885.50 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Asset Management — Fleet Division is authorized to acquire by purchase one Ford F150 Crew Cab and two Ford F150 Extended Cabs from Silsbee Ford for a total amount of $152,639.41 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Corpus Christi Water—Waste Water Division is authorized to acquire by purchase eight Chevrolet Express Vans from Lake Country Chevrolet for a total amount of $356,980.80 with FY 2023 funding from the Fleet Equipment Replacement Fund; two Ford F150 Crew Cabs, six Ford F150 Extended Cabs, three Ford Mavericks, and two Ford Ranger Crew Cabs from Silsbee Ford for a total amount of $547,094.74 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Corpus Christi Water— Water Division is authorized to acquire by lease-purchase (i) three Wach Standard LX-VMS Skid attachments and (ii) one Wach Standard LX-VMS trailer from EH Wachs for a total amount of $545,372.60 with $45,447.70 FY 2023 funding from the Water Fund; (iii) purchase five Ford F150 Extended Cabs and (iv) five Ford Ranger Extended Cab from Silsbee Ford for a total amount of $416,699.23 with FY 2023 funding from the Fleet Equipment Replacement Fund. Items (i) and (ii) identified in this section are to be acquired through the BuyBoard Cooperative; (iii) and (iv) identified in this section are to be acquired through the TIPS Cooperative. The Communications Department is authorized to acquire by purchase one Ford Explorer from Silsbee Ford for a total amount of $39,834.03 with FY 2023 funding from the Fleet Equipment Replacement Fund. The Explorer identified in this section is to be acquired through the TIPS Cooperative. Development Services is authorized to acquire by purchase nine Ford Escapes and one Ford F150 Extended Cab from Silsbee Ford for a total amount of $318,111 .30 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. The Engineering Department is authorized to acquire by purchase twenty-one Ford F150 Extended Cabs from Silsbee Ford for a total amount of $961 ,083.90 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. The Gas Department is authorized to acquire by purchase (i) one Chevrolet Express Van, from Lake Country Chevrolet for a total amount of $60,619.90 with FY 2023 funding from the Fleet Equipment Replacement Fund; (ii) one Ford F150 Crew Cab and (iii) eight Ford F150 Extended Cabs from Silsbee Ford for a total amount of $554,933.92 with FY 2023 funding from the Fleet Equipment Replacement Fund; (iv) lease-purchase one Ford F450 Crew Cab with Canopy Body from Silsbee Ford for a total amount of $97,484.54 with $11,373.18 FY 2023 funding from the Gas Fund. Items (i), (ii), and (iii) identified in this section are to be acquired through the TIPS Cooperative; (iv) identified in this section is to be acquired through the Goodbuy Cooperative. The Health Department is authorized to acquire by purchase six Ford Escapes from Silsbee Ford for a total amount of $185,496.00 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. The Information Technology Department is authorized to acquire by purchase one Chevrolet Express van and one Chevrolet Tahoe PPV from Lake Country Chevrolet for a total amount of $80,374.53 with FY 2023 funding from the Fleet Equipment Replacement Fund; one Ford Escape from Silsbee Ford for a total amount of$30,613.50 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. The Library is authorized to acquire by purchase one Chevrolet Express Van from LakeCountry Chevrolet for a total amount of $49,042.40 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Neighborhood Services is authorized to acquire by purchase three Ford Escapes, one Ford Explorer, and one Ford F150 Extended Cab from Silsbee Ford for a total amount of $177,242.58 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Parks & Recreation Department is authorized to acquire by purchase one Ford Explorer, six Ford F150 Crew Cabs, two Ford F150 Extended Cabs, and three Ford F150 Standard Cabs from Silsbee Ford for a total amount of $571 ,012.00 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. The Police Department is authorized to acquire by purchase thirty-two Chevrolet Tahoe PPV's and four Chevrolet Tahoe PPV 4X4 from Lake Country Chevrolet for a total amount of $1 ,572,732.72 with FY 2023 funding from the Fleet Equipment Replacement Fund and Crime Control Fund; three Ford F150 Police Responders from Silsbee Ford for a total amount of $150,685.99 with FY 2023 funding from the Crime Control Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Public Works — Storm Water Division is authorized to acquire by purchase three Ford F150 Crew Cabs from Silsbee Ford for a total amount of $158,522.32 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Public Works — Streets Division is authorized to acquire by purchase four Ford F150 Crew Cabs and one Ford F150 Extended Cab from Silsbee Ford for a total amount of $257,119.73 with FY 2023 funding from the Fleet Equipment Replacement Fund. All items identified in this section are to be acquired through the TIPS Cooperative. Solid Waste is authorized to acquire by purchase one Ford F150 Crew Cab from Silsbee Ford for a total amount of$52,215.24 with FY 2023 funding from the Fleet Equipment Replacement Fund. The Crew Cab identified in this section is to be acquired through the TIPS Cooperative. PROCUREMENT DETAIL: This procurement is through the BuyBoard, TIPS, and Goodbuy cooperatives. Contracts awarded through the above-mentioned cooperatives have been competitively procured in compliance with Texas local and State procurement requirements. Procurement staff have modified their business practices and taken a proactive approach to our vehicle procurement process and used all resources available to ensure vehicles and equipment can be sourced and delivered promptly using economically favorable methods. The FY 2023 budget includes 355 new and replacement vehicles. The approval of this item represents a total of 52% units procured to date for FY 2023. ALTERNATIVES: The alternative would be to continue using current units that are beyond their expected service lives. This would increase the cost of repairs and loss of productive man-hours due to more frequent maintenance issues. FISCAL IMPACT: The FY 2023 fiscal impact of these purchases totals $7,162,287.58 funded by various department funds. The remaining balance of$586,036.26 for the lease-purchase items will be funded through the annual budget process. The interest rate for the lease-purchase items is 5.75% for a total cost of $642,857.14 and a term of 60 months. Contingent funding of 10% has been included in the amounts and is authorized to be accessed and expended only on an as-needed basis and per individual item acquired, due to the ongoing volatility of market conditions and continuing supply chain issues being experienced. FUNDING DETAIL: Various RECOMMENDATION: Staff recommends approval of this item as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Exhibit 1 Spreadsheet Exhibit 2 Spreadsheet Resolution authorizing the acquisition of 165 vehicles and equipment by specific departments, of which 160 units are outright purchases and 5 units are lease-purchases through JP Morgan, totaling $7,748,323.84, with such items to be acquired in the manner, at the amounts, and from the sources stated, with FY 2023 funding of $7,162,287.58 and the remaining balance of$586,036.26 for lease-purchase items to be funded through the annual budget process. WHEREAS, several City departments need to acquire both new and replacement fleet vehicles via direct purchase and lease-purchase; and WHEREAS, such acquisitions are to be sourced through the purchasing cooperatives or manufacturer specified, at the amounts stated, and from the funding accounts identified in this resolution; now, therefore, Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of these procurements. Section 2. The Asset Management Department, Facilities Division, is authorized to acquire by purchase seven Chevrolet Express vans from Lake Country Chevrolet for a total of $308,885.50. Additionally, the Asset Management Department, Fleet Division, is authorized to acquire by purchase one Ford F150 crew cab truck and two Ford F150 extended cab trucks from Silsbee Ford for a total of $152,639.41. All vehicles identified in this section will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and obtained through The Interlocal Purchasing System ("TIPS') Cooperative. Section 3. The Aviation Department is authorized to acquire by purchase one Ford F150 standard cab truck and one Ford Mach-E sport utility vehicle ("SUV") from Silsbee Ford for a total of$103,526.96. These vehicles will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 4. The Communications Department is authorized to acquire by purchase one Ford Explorer SUV from Silsbee Ford for $39,834.03. This vehicle will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 5. Corpus Christi Water, Waste Water Division, is authorized to acquire by purchase eight Chevrolet Express vans from Lake Country Chevrolet for a total of$356,980.80; and to also acquire by purchase two Ford F150 crew cab trucks, six Ford F150 extended cab trucks, three Ford Maverick trucks, and two Ford Ranger crew cab trucks from Silsbee Ford for a total of$547,094.74. All vehicles identified in the foregoing sentence will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Additionally, Corpus Christi Water, Water Division, is authorized to acquire by lease-purchase (i)three Wachs standard LX-VMS skid attachments and (ii) one Wachs standard LX-VMS trailer, both items from EH Wachs for a total of$545,372.60, with FY 2023 funding of $45,447.70 from the Water Fund; and to also acquire by purchase (iii) five Ford F150 extended cab trucks and (iv) five Ford Ranger extended cab trucks from Silsbee Ford for a total of$416,699.23, with FY 2023 funding from the Fleet Equipment Replacement Fund. Items identified in subparts (i) and (ii) in this section will be acquired through the BuyBoard Cooperative ("BuyBoard"); and items in subparts (iii) and (iv) will be acquired through the TIPS Cooperative. Section 6. The Development Services Department is authorized to acquire by purchase nine Ford Escape SUVs and one Ford F150 extended cab truck from Silsbee Ford for a total of $318,111.30. Page 1 of 3 These vehicles will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 7. The Engineering Department is authorized to acquire by purchase 21 Ford F150 extended cab trucks from Silsbee Ford for a total of$961,083.90. These vehicles will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 8. The Gas Department is authorized to acquire by purchase (i) one Chevrolet Express van from Lake Country Chevrolet for a total of $60,619.90, and to also acquire by purchase (ii) one Ford F150 crew cab truck and (iii) eight Ford F150 extended cab trucks from Silsbee Ford for a total of $554,933.92. All vehicles identified in the foregoing sentence will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Additionally, the Gas Department is authorized to acquire by lease-purchase one Ford F450 crew cab truck with canopy body from Silsbee Ford for $97,484.54, with FY 2023 funding of$11,373.18 from the Gas Fund and through the Goodbuy Cooperative. Section 9. The Health Department is authorized to acquire by purchase six Ford Escape SUVs from Silsbee Ford for $185,496.00, with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 10. The Information Technology Department is authorized to acquire by purchase one Chevrolet Express van and one Chevrolet Tahoe police pursuit vehicle ("PPV") from Lake Country Chevrolet for a total of$80,374.53; and one Ford Escape SUV from Silsbee Ford for $30,613.50, with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 11. The Libraries Department is authorized to acquire by purchase one Chevrolet Express van from Lake Country Chevrolet for $49,042.40, with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 12. The Neighborhood Services Department is authorized to acquire by purchase three Ford Escape SUVs, one Ford Explorer SUV, and one Ford F150 extended cab truck from Silsbee Ford for a total of $177,242.58, with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 13. The Parks & Recreation Department is authorized to acquire by purchase one Ford Explorer SUV, six Ford F150 crew cab trucks, two Ford F150 extended cab trucks, and three Ford F150 standard cab trucks from Silsbee Ford for a total of$571,012.00, with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 14. The Police Department is authorized to acquire by purchase 32 Chevrolet Tahoe PPVs and four Chevrolet Tahoe PPV 4X4s from Lake Country Chevrolet for a total of$1,572,732.72, with FY 2023 funding of$1,355,284.22 from the Fleet Equipment Replacement Fund (27 Tahoe PPVs and four Tahoe PPV 4x4s) and $217,448.00 from the Crime Control & Prevention District Fund (five Tahoe PPVs); and is also authorized to acquire by purchase three Ford F150 police responders from Silsbee Ford for a total of$150,685.99, with FY 2023 funding from the Crime Control & Prevention District Fund. All vehicles identified in this section are to be acquired through the TIPS Cooperative. Section 15. The Public Works Department, Storm Water Division, is authorized to acquire by purchase three Ford F150 crew cab trucks from Silsbee Ford for a total amount of $158,522.32. Additionally, the Public Works Department, Streets Division, is authorized to acquire by purchase four Ford F150 crew cab trucks and one Ford F150 extended cab truck from Silsbee Ford for a total amount of $257,119.73. All vehicles identified in this section will be acquired with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Page 2 of 3 Section 16. The Solid Waste Services Department is authorized to acquire by purchase one Ford F150 crew cab truck from Silsbee Ford for $52,215.24, with FY 2023 funding from the Fleet Equipment Replacement Fund and through the TIPS Cooperative. Section 17. Contingent funding of 10% has been included in the amounts stated in Sections 1 through 16 of this resolution and is authorized to be accessed and expended only on an as-needed basis and per individual item acquired, in accordance with this resolution, due to the ongoing volatility of market conditions and continuing supply chain issues being experienced. Section 18. The City Manager, or his designee, is authorized to execute all documents necessary to acquire the vehicles and equipment enumerated in this resolution for a total amount of $7,748,323.84 and in the manner, from the fund accounts, and through the purchasing cooperatives or manufacturer, as applicable, that are identified in the previous sections of this resolution. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 3 of 3 Exhibit 1 165 Vehicles and Equipment Type of Coop Description Dept Quantity Vendor Name Cost Funding Reason pro ant 1 Replacement Lease Purchase BuyBoard WACHsVMS and Skids CCW-Water 4 EH Wachs 545,372.60 Water Fund 3Additions Lease Purchase Goodbuy SuperDuty Ford Gas 1 Silsbee Ford 97,484.54 Gas Fund 1 Replacement Fleet Equipment Replacement Fund 45 Replacements Purchase TIPS Light Equipment Package Various 105 Silsbee Ford 4,676,830.85 a nd Crime Control 60Addition, Fleet Equipment Replacement Fund 37 Replacements Purchase TIPS Chevrolet SUV Package Various 37 Lake Country Chevrolet 1,613,705.25 and Crime Control 13 Replacements Purchase TIPS Chevrolet Van Package Various 18 Lake Country Chevrolet 814,930.60 Fleet Equipment Replacement Fund 5Additions 165 7,748,323.84 Exhibit 2 165 Vehicles and Equipment Lease Purchase Replace- FY 2023 Total Cost, Dept Funding Acct.Unit Account Item ments Additions Total UOM Financial Impact with Interest WACH SFANDARDLX-VMS CCW-Water Division Water Fund 4010-31520-041 530190 TRAILER(1),VMS SKID(3) 1 3 4 E 45,447.70 545,372.60 Gas Gas Fund 4130-34130-022 530190 F450 CREW CAB CANOPY BODY 1 0 1 EA 11,373.18 97,484.54 Lease Purchase Total 2 3 5 56,820.88 642,857.14 Purchase AccountReplace Airport Fleet Equipment 11,5111-35000-2011 550020 F150 STD CAB 1 0 1 E 48,320.71 48,320.71 Airport Fleet Equipment Rt5111-35000-201 550020 MACH E 1 0 1 EA 55,206.25 55,206.25 Airport Total 103,526.96 Asset Ma nage ment-Faci l it Fleet Equipment Rt5111110300-201 550020 CHEVROLET EXPRESS VAN 7 0 7 E 44,126.50 308,885.50 Asset Management-Facilities Division Total 308,885.50 Asset Management-Fleet Fleet Equipment Rt 5111110111-201 550020 F150 CREW CAB 1 0 1 E 55,331.93 55,331.93 Asset Management-Fleet Fleet Equipment Rt 5111110111-201 550020 F150 EXT CAB 2 0 2 E 48,653.74 97,307.48 Asset Management-Fleet Division Total 152,639.41 CCW-Waste Water Divisia Fleet Equipment Rt5111-33000-201 550020 CHEVROLET EXPRESS VAN 3 5 8 EA 44,622.60 356,980.80 CCW-Waste Water Divisia Fleet Equipment R(5111-33000-201 550020 F150 EXT CAB 2 0 2 E 45,167.40 90,334.80 CCW-Waste Water Divisia Fleet Eq u ipme nt R(5111-33000-201 550020 RANGER CREW CAB 0 2 2 E 35,907.85 71,815.70 CCW-Waste Water Divisia Fleet Eq u ipme nt R(5111-33000-201 550020 MAVERICK 0 3 3 E 28,982.78 86,948.34 CCW-Waste Water Divisia Fleet Eq u ipme nt R(5111-33000-201 550020 F150 CREW CAB 2 0 2 E 51,244.75 102,489.50 CCW-Waste Water D iv isia Fleet Eq u ip me nt R(5111-33000-201 550020 F150 EXT CAB 0 4 4 E 48,876.60 195,506.40 CCW-Waste Water Division Total 904,075.54 CCW-Water Division Fleet Equipment Rt 5111-31502-201 550020 F150 EXT CAB 1 0 1 E 51,409.90 51,409.90 CCW-Water Division Fleet Equipment Rt 5111-31502-201 550020 RANGER EXT CAB 5 0 5 E 34,715.21 173,576.05 CCW-Water Division Fleet Equipment Rt 5111-31502-201 550020 F150 EXT CAB 0 1 1 E 49,413.12 49,413.12 CCW-Water Division Fleet Equipment Rt 5111-31502-201 550020 F150 EXT CAB 2 0 2 E 48,566.38 97,132.76 CCW-Water Division Fleet Equipment Rt 5111-31502-201 550020 F150 EXT CAB 1 0 1 E 45,167.40 45,167.40 CCW-Water Division Total 416,699.23 Communications Fleet Equipment Rt 5111-11111-201 550020 EXPLORER 0 1 1 E 39,834.03 39,834.03 Communications Total 39,834.03 Develop ment Se rvices Fleet Equipment Rt 5111-12201-201 550020 ESCAPES 4 5 9 E 30,613.50 275,521.50 Development Services Fleet Equipment Rt 5111-12201-201 550020 F150 EXT CAB 0 1 1 E 42,589.80 42,589.80 Development Services Total 318,111.30 Engineering Fleet Equipment Rt 5111-11190-201 550020 F150 EXT CAB 6 15 21 EA 45,765.90 961,083.90 Engineering Total 961,083.90 Gas Fleet Equipment Rt 5111-34000-201 550020 CHEVROLET EXPRESS VAN 1 0 1 EA 60,619.90 60,619.90 AccountReplace Gas Fleet Equipment Rt5111-34000-201 550020 F150 EXT CAB 3 0 3 EA 63,839.28 Total 191,517.84 Gas Fleet Equipment Rt 5111-34000-201 550020 F150 CREW CAB 1 0 1 EA 64,013.06 64,013.06 Gas Fleet Equipment Rt 5111-34000-201 550020 F150 EXT CAB 1 1 2 E 59,430.76 118,861.52 Gas Fleet Equipment Rt 5111-34000-201 550020 F150 EXT CAB 0 2 2 E 59,298.76 118,597.52 Gas Fleet Equipment Rt 5111-34000-201 550020 F150 EXT CAB 1 0 1 E 61,943.98 61,943.98 Gas Total 615,553.82 Health Fleet Equipment Rt 5111-11111-201 550020 ESCAPES 3 3 6 E 30,916.00 185,496.00 Health Total 185,496.00 Information Technology Fleet Equipment RC511140400-201 550020 CHEVROLET EXPRESS VAN 1 0 1 EA 39,402.00 39,402.00 Information Technology Fleet Equipment RC511140400-201 550020 CHEVROLET TAHOE PPV 1 0 1 E 40,972.53 40,972.53 Information Technology Fleet Equipment RC511140400-201 550020 ESCAPES 1 0 1 E 30,613.50 30,613.50 Information Technology Total 110,988.03 Library Fleet Equipment Rt 5111-11111-201 550020 CHEVROLET EXPRESS VAN 1 0 1 EA 49,042.40 49,042.40 Library Total 49,042.40 Neighborhood Services-CCFIeet Equipment RC5111-11500-201 550020 ESCAPES 1 2 3 E 30,613.50 91,840.50 Neighborhood Services-CCFIeet Equipment RC5111-11500-201 550020 F150 EXT CAB 0 1 1 E 45,568.05 45,568.05 Neighborhood Services-CCFIeet Equipment RC5111-11500-201 550020 EXPLORER 0 1 1 E 39,834.03 39,834.03 Neighborhood Services-Code Enforcement Total 177,242.58 Parks&Recreation Fleet Equipment RC 5111-12910-201 550020 EXPLORER 0 1 1 E 38,686.45 38,686.45 Parks&Recreation Fleet Equipment RC 5111-13836-201 550020 F150 STD CAB 0 2 2 E 43,159.50 86,319.00 Parks&Recreation Fleet Equipment RC 5111-13836-201 550020 F150 CREW CAB 0 2 2 EA 50,668.32 101,336.64 Parks&Recreation Fleet Equipment RC 5111-12910-201 550020 F150 EXT CAB 1 0 1 E 47,236.75 47,236.75 Parks&Recreation Fleet Equipment RC 5111-12910-201 550020 F150 CREW CAB 1 0 1 EA 52,981.36 52,981.36 Parks&Recreation Fleet Equipment RC 5111-12910-201 550020 F150 STD CAB 1 0 1 E 38,875.00 38,875.00 Parks&Recreation Fleet Equipment RC 5111-35300-201 550020 F150 EXT CAB 1 0 1 E 43,322.00 43,322.00 Parks&Recreation Fleet Equipment RC 5111-13836-201 550020 F150 CREW CAB 0 1 1 EA 54,553.81 54,553.81 Parks&Recreation Fleet Equipment RC 5111-13836-201 550020 F150 CREW CAB 0 1 1 EA 53,202.18 53,202.18 Parks&Recreation Fleet Equipment RC 5111-13836-201 550020 F150 CREW CAB 0 1 1 EA 54,498.81 54,498.81 Parks&Recreation Total 571,012.00 Police Crime Control Funr9010-11717-151 550020 CHEVROLET TAHOE PPV 5 0 5 EA 43,489.60 217,448.00 Police Fleet Equipment RC5111-11701-201 550020 CHEVROLET TAHOE PPV 9 0 9 E 42,609.60 383,486.40 Police Fleet Equipment RC5111-11701-201 550020 CHEVROLET TAHOE PPV 18 0 18 EA 43,489.60 782,812.80 Police Fleet Equipment RC5111-11701-201 550020 CHEVROLETTAHOE PPV 4X4 4 0 4 EA 47,246.38 188,985.52 Police Crime Control Funr9010-11717-151 550020 F150 POLICE RESPONDER 0 1 1 EA 50,815.33 50,815.33 Police Crime Control Funr9010-11717-151 550020 F150 POLICE RESPONDER 0 2 2 EA 49,935.33 99,870.66 Police Total 1,723,418.71 Public Works-Storm Wate Fleet Equipment RC5111-32000-201 550020 F150 CREW CAB 0 2 2 EA 51,720.24 103,440.48 Public Works-Storm Wate Fleet Equipment RC5111-32000-201 550020 F150 CREW CAB 1 0 1 EA 55,081.84 55,081.84 Public Works-Storm Water Total 158,522.32 AccountReplace Public Works Streets Fleet Equipment Rt5111-12431-201 550020 F150 CREW CAB 0 4 4EA 51,720.24 Total206,880.96 Public Works-Streets Fleet Equipment Rt5111-12431-201 550020 F150 EXT CAB 1 0 1 E 50,238.77 50,238.77 Public Works-Streets Total 257,119.73 Solid Waste Fleet Equipment Rt5111-12500-201 550020 F150 CREW CAB 0 1 1 EA 52,215.24 52,215.24 Solid Waste Total 52,215.24 Purchase,Total 95 65 160 7,105,466.70 Grand Total 97 68 165 7,748,323.84 so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Ernest De La Garza, P.E., Director of Public Works edelagarza(a-)cctexas.com (361) 826-1877 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(a)cctexas.com (361) 826-3169 Construction Contract Award Hearn Road — Callicoatte Road to Dead End (Bond 2020, Proposition A) CAPTION: Motion awarding a construction contract to Mako Contracting, Corpus Christi, Texas, for reconstruction of Hearn Road from Callicoatte Road to Dead End with new asphalt pavement, sidewalks, and utility improvements, located in Council District 1, in an amount of$5,411,934.01 with FY 2023 funding available from the Bond 2020 Proposition A, Storm Water, Wastewater, and Water Capital Funds. SUMMARY: This motion awards a construction contract to Mako Contracting for the reconstruction of Hearn Road from Callicoatte Road to Dead End. The construction will include a two-lane roadway with new asphalt pavement, installation of curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings, utility improvements to water, wastewater and storm water as listed in the Bond 2020 program. BACKGROUND AND FINDINGS: Hearn Rd from Callicoatte Rd to Dead End is classified as a minor residential collector roadway and is 0.49 miles in length. This section of street was originally constructed in 1981 and has not been recorded to have received any maintenance since. The pavement has since deteriorated and needs replacement. This project is for the reconstruction of the existing two-lane roadway which is a 40-foot-wide curb and gutter asphalt roadway with sidewalk, underground water lines, wastewater lines, and storm water lines. This portion of Hearn Rd provides access to Calallen East Elementary School and the surrounding neighborhood. The project scope includes full depth reconstruction of the existing 2-lane roadway with a new asphalt pavement section, pavement markings, two 4-foot utility strips, two 5-foot sidewalks, new traffic signs, ADA-compliant pedestrian improvements, drainage improvements and utility upgrades. PROJECT TIMELINE: 2021-2022 2022-2023 2023-2024 Oct - Oct Nov- Feb February - February Design Bid/Award Construction Project schedule reflects City Council award in February 2023, with anticipated construction completion by February 2024. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids October 31, 2022, for the proposed Hearn Road construction project. The solicitation contained Base Bid for asphalt pavement only. On December 14, 2022, the City received six bids for Hot Mix Asphalt Concrete (HMAC) Pavement. A summary of the bids is provided below. Bidder Base Bid (HMAC) 1 Mako Contracting $5,411,934.01 2 J. Carroll Weaver $5,462,839.43 3 Clark Pipeline Services, LLC $5,909,151.93 4 JE Construction Services, LLC $6,074,216.00 5 Bay Ltd. $6,607,406.30 6 Jhabores Construction Company, Inc. $7,678,420.00 Engineer's Opinion of Probable Construction Cost $5,657,304.46 Following City Council approval for the Bond 2020 design contracts, City staff requested soil geotechnical investigations. Geotechnical investigations provide relevant information about the Plasticity Index for the projects. Based on the results of the geotechnical investigation, pavement design recommendations were made for each project. The pavement design recommendation provides clear direction to staff on which projects can be designed for asphalt pavement and/or concrete pavement. Hearn Road was presented to and approved by Council on July 2021 as an asphalt only road. Therefore, a concrete alternative was not requested for this bid advertisement. City staff analyzed the submitted bids in accordance with contract documents and determined Mako Contracting was the lowest responsive and responsible bidder. Mako Contracting has successfully completed multiple reconstruction projects to include Lipes Blvd, from Yorktown Blvd to Sun Wood Drive, and the Cole Park reconstruction project. They've also been the contractor for the Downtown Streetscape Improvement project. ALTERNATIVES: Council could choose not to award the contract to Mako Contracting. This would delay the project and conflict with City Council's goal to expedite street projects with Bond Funds. FISCAL IMPACT: The fiscal impact for FY 2023 is an amount of$5,411,934.01 with funding available from the Bond 2020 Proposition A, Storm Water, Wastewater, and Water Capital Funds. The shortfall in the funding for the project has been funded from the Bond 2020 Waldron Road Project savings. The Capital Improvement Program (CIP) shows that the project is planned for FY 2023 and the project is ready to be implemented. Funding Detail: Fund: Street — ST2021 Bd20A (Fund 3558) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: 21047 Hearn (Callicoatte to Dead End) Account: Construction (550910) Activity: 21047-3558-EXP Amount: $2,481 ,606.66 Fund: Storm Water- StrmWtr 2022 CIP (Fund 4533) Mission Elem: Drainage Infrastructure (ME 043) Project No.: 21047 Hearn (Callicoatte to Dead End) Account: Construction (550910) Activity: 21047-4533-EXP Amount: $1 ,416,180.55 Fund: Wastewater- WW 2023 CIP (Fund 4259) Mission Elem: Wastewater Collection System (ME 042) Project No.: 21047 Hearn (Callicoatte to Dead End) Account: Construction (550910) Activity: 21047-4259-EXP Amount: $592,369.40 Fund: Water- Water 2023 CIP (Fund 4486) Mission Elem: Distribute Water (ME 041) Project No.: 21047 Hearn (Callicoatte to Dead End) Account: Construction (550910) Activity: 21047-4486-EXP Amount: $921 ,777.40 Overall Total $5,411,934.01 RECOMMENDATION: Staff recommends awarding construction contract to Mako Contracting for reconstruction of Hearn Rd from Callicoatte Road to Dead End in the amount of $5,411,934.01, with asphalt pavement, with construction duration planned for eleven months from issuance of the Notice to Proceed, starting in February 2023, and completed by February 2024. LIST OF SUPPORTING DOCUMENTS: Location Map Bid Tabs CIP Page Power Point Presentation Project Location m Cn g ' Q PALISADE � Lu , a K Location Map z ZI CHAMIZAL'�• A. 4 � w7F�y Y . HEARN� .` w , w �G MOCHI v w +,. , �a � x . 1 i a r}} y J 44 ... MATT -.,^. �.w.. ' a mLu O w w t p ,r Q o , -_F FONTANA , J r< Q O DROGO J ELMONT �' Q t n. c~n z i AC PROJECTNO. 211,047 HEARN ROAD - CITY COUNCIL EXHIBIT CALLICOATTE ROAD CITY OF CORPUS CHRISTI,TEXAS TO DEAD END DEPARTMENT OF ENGINEERING SERVICES 3 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,lE%A S TABULATEDBY: JWE DESIGN ENGINEER:Urban En0ineerin0 BIDDATE:Wed-d.y,December14,2022 REB 4435 MAKO Cont-inO,LLC JCarmll Weaver Clark Pipeline SerNces,LLC JE Construction Services,LLCBAY LTD JM1aboresCDmimction CDmpny,lrc. PROJECT NO.2104]-Hearn Roatl(Callicoatte R.d to D-d Entll B-d 2020 3636 S.Alameda PO Box 1361 6229 Leopard Street 7505 Up River Rd 401 Corn Products Road POBox 60089 BASE BID Corpus CM1ir9i,T%]8411 Sinton.T%]838rp ] Corpus CM1ri9i,T%]8409 CousC-,T%]8409 Corpus Ch-,T%]9410 Corpus CM1d9i,T%]8466 ITEM DESCRIPTION UNIT CITY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT Part A-GENERAL At Mobilization Max.S%of PaOA LS 1 $ 15000 o0 $ 15000 o0 $ 2]42244 $ 2]42244 $ 14.881.25 $ 14.881.25 $ 9500.00 $ 9500.00 $ 9140.00 $ 9140.00 $ 1050000 $ 1050000 "'MADA2 Bonds8lnsurance LS 1 1 90,10000 $ 90,10000 $ 28,00000 $ 28,00000 $ 80000.00 $ 80.00060 $ 53,00000 $ 53,00000 $ 43000.00 $ 43,00000 $ 65,00000 $ 65,00000 A3 Omne Action Da DAY 2 $ 160 $ 2.00 $ 558.88 $ 111].]6 $ 43750 $ 87560 $ 160 $ 260 $ 22000 $ 44000 $ 260 A4 Clear ROW AC 3 $ 10000.00 $ 30000.00 $ ]2000.00 $ 21600060 $ 1625000 $ 4875000 $ 850060 $ 25500.00 $ 2795000 $ 8385000 $ 12500.00 $ 3]500.00 A5 T,-Control Mobilization8 Ad u-DL EA 1 $ 15000.00 $ 15000.00 $ 28000.00 $ 28000.00 $ 1312500 $ 1312500 $ 14000.00 $ 14000.00 $ 1572500 $ 15]2500 $ 14500.00 $ 14500.00 A6 TraRic Control Items Sin Barricades CM1annelizin Devices Etc MO 11 $ 1050.00 $ 1155000 $ 9520.00 $ 104]20.00 $ 2343.]5 $ 2578125 $ 1200.00 $ 1320000 $ 8000.00 $ 88000.00 $ 1200.00 $ 13200.00 A7 -CO Metro Com ,tM-gs Board EA 4 $ 12000.00 $ 48000.00 $ 28000.00 $ 112000.00 $ 1203125 $ 4812500 $ 4400.00 $ 1760060 $ 1045000 $ 41800.00 $ 13200.00 $ 52800.00 AS Block Saddin SV 4000 $ 1000 $ 40000.00 $ 924 $ 36960.00 $ 1063 $ 4252000 $ 1160 $ 44600.00 $ 1500 $ 60000.00 $ 1300 $ 52000.00 A9 Remove Tree 8"+Cali er EA 4 $ 800.00 $ 3200.00 $ 6869.98 $ 2]4]992 $ 106250 $ 4250.00 $ 2000.00 $ 8000.00 $ 1525.00 $ 6100.00 $ 1050.00 $ 4200.00 A10 Storm Water Pollution Prevention Plan Bitems LS 1 $ 10000.00 $ 10000.00 $ 194]6]4 $ 194]6]4 $ 3125000 $ 3125000 $ 3]00.00 $ 3,]00.00 $ 1]30.00 $ 1]30.00 $ 1]00.00 $ 1]00.00 A11 Curb Inlet Protection EA 1 $ 100.00 $ 100.00 $ 869.00 $ 86900 $ 31250 $ 31250 $ 25000 $ 25000 $ 11500 $ 11500 $ 2100.00 $ 2100.00 Al2 Silt Fence LF 250 $ 560 $ FOOD $ 1120 $ 2 80060 $ 6 88 $ 1,]2B00 $ 11 60 $ 2,75B.00 $ 11 60 $ 2]50.00 $ B oo $ 2 000.00 A13 Tem ora Relocation of M ailbox EA 3 $ 200.00 $ 600.00 $ 5318.84 $ 15956.52 $ 31250 $ 93]50 $ 3200.00 $ 9600.00 $ 10]0.00 $ 3210.00 $ 350000 $ 10500.00 SUBTOTAL PARTA-GENERAL(Items 1tbru Ali) E 264,80200 E 620,80238 E 312,52]50 E 20110200 E 355,!%.00 E 26600200 Pa It B-STREET IMPROVEMENTS Bi Mobilization 5%Maximum of Street Items LS 1 $ ]5000.00 $ ]5000.00 $ 8969963 $ So,-63 $ 108004.94 $ 108004.94 $ 95000.00 $ 95000.00 $ 22500.00 $ 22500.00 $ 65000.00 $ 65000.00 B2 Street Excavation SV 14452 $ 1260 $ 1]342460 $ 1623 $ 234555.96 $ 35.00 $ 50582000 $ 16 oo $ 231232.00 $ 2700 $ 390204.00 $ 550 $ ]9486.00 B3 D-VD SF 18470 $ 560 $ 9235000 $ 128 $ 2364160 $ 3.13 $ 5]811.10 $ 250 $ 461]500 $ 1050 $ 19393560 $ Boo $ 14]]60.00 B4 3"TV'D'HMAC SV 12505 $ 38.00 $ 4]519000 $ 3069 $ 383]]8.45 $ DID 75 $ 484568.]5 $ 3300 $ 41266560 $ 3000 $ 3]5150.00 $ 4050 $ 50645250 B5 Under Seal SV 12505 $ 203 $ 100415.15 $ 637 $ ]9656.85 $ ].13 $ 8916065 $ Soo $ 6252500 $ 660 $ ]5030 00 $ Boo $ 100040.00 B6 Lime-Baw 11"TV-AGRi-2 SV 14452 $ 4000 $ 57B NW $ 3829 $ 553367.08 $ 4]50 $ 6864]0.00 $ 4160 $ 592532.00 $ 4D 75 $ ]1898].00 $ 4900 $ ]06148.00 B] 8"Lime Stabilized 8%b wet M1t 12"corn ctedw rade SV 14,452 $ 1]00 $ 245684.00 $ 21]1 $ 313]52.92 $ 1348 $ 194812.96 $ i800 $ 260136.00 $ 21 75 $ 314331.00 $ 2000 $ 289040.00 B8 Odvevrd s SF 18470 $ B]5 $ 161612.50 $ 1862 $ 343911.40 $ 1263 $ 2332]6.to $ 1300 $ 240110.00 $ 1925 $ 35554].50 $ 1450 $ 26]815.00 39 Pavement Re SV too $ 163.88 $ 16388.00 $ 9520 $ 9520.00 $ 23125 $ 2312500 $ 11000 $ 1]000.00 $ 13000 $ 13000.00 $ 34160 $ 34100.00 Bio Roadside TratficrSi nand Su RAssembl-Tdan ular Sli Baw EA 26 $ 9]B 00 $ 2542Boo $ 1008.00 $ 26208.00 $ 1018.]5 $ 26,4137 5B $ 1000.00 $ 26000.00 $ 112500 $ 2925000 $ 1109.00 $ 28834.00 B11 Remove SM RD SN SUP B AM EA 26 $ 90.00 $ 234000 $ 11260 $ 2912.00 $ 93]5 $ 243].50 $ 9400 $ 2444.00 $ 10300 $ 26]8.00 $ 10260 $ 2652.00 B12 REFL PAV MRKTYI 4" SLD DBL 090MIL LF 425 $ 1.50 $ 63]50 $ 1.40 $ 59500 $ 1.56 $ 66300 $ 2.00 $ 85000 $ 150 $ 63]50 $ 1 7 $ 722 5B B13 REFL PAV MRK TY I 4" BRI( 090 MIL LF 1,1365 $ 0.90 $ 1,67D 50 $ 0.84 $ 1 56660 $ 0 94 $ 1,753 1 B $ 1 GO, $ 1 865.00 $ 1 25 $ 2,331 25 $ 1.10 $ 2 051.50 REFL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W) B14 24" SLD 125 MIL LF 541 $ 1680 $ 9088.80 $ 1568 $ 8482.88 $ 1]50 $ 946750 $ 1800 $ 9]38.00 $ 1900 $ 102]900 $ 1900 $ 1027900 B15 REFL PAV M RKRTY II-A-A EA 128 $ 6.00 $ ]68.00 $ 560 $ ]i68o $ 625 $ 800.00 $ ]00 $ 896.00 $ ].00 $ 896.00 $ 700 $ 896.00 Bib REFL PAV MRKR TY I-B-B EA 5 $ 1B 00 I$ 9000 $ 1 68o $ 8400 $ 18]5 $ 93]5 $ 1900 $ 00950000 $ 2160 $ 10500 $ 2050 $ 10250 Bi] Allowance for Unantici P..Street Improvements AL 1 $ 25,00000 $ 25,00000 $ 25,00000 $ 25,00000 $ 25,00000 $ 25,00000 $ 25,00000 $ 25, 0 $ 25,00060 $ 25,00000 $ 25,00000 $ 25,00000 SUBTOTAL PART B-STREET IMPROVEMENTS Items Bi th.B17 $1983 1]445 E 209]4491] $2449]5185 E 2.024 263 00 E 2 529,86125 $226837900 Part C-ADA IMPROVEMENTS C1 Mobilization Max.S%of PaOC LS 1 $ 1],SOBGo $ 1],50000 $ 15,23469 $ 15234.69 $ 19,463.19 $ 19,463.19 $ 2B BOBDo $ 20,00000 $ 13,500.00 $ 1351200 $ 20000.00 $ 2000000 C2 Sidewalk;Accesible Ram Demolition SF 21693 $ 5.00 $ 108465.00 $ 224 $ 4859232 $ 333 $ ]223]69 $ 300 $ 650]900 $ ]35 $ 159443.55 $ SSo $ 119311.50 C3 Decorative Sidewalk Retainin Curb LF too $ 4Boo $ 4000.00 $ 3024 $ 3024.00 $ 11250 $ 1125000 $ 6400 $ 6400.00 $ 14000 $ 14000.00 $ 4350 $ 4350.00 C4 Sidewalk Retainin Curb LF 350 $ 3Boo $ to 500.00 $ 3024 $ 10584.00 $ 5089 $ 1]81150 $ 4400 $ 15400.00 $ 8160 $ 2835000 $ 4250 $ 1487500 CS Sidewalk SF 21693 $ Boo $ 1]3544.00 $ 896 $ 19436928 $ 958 $ 20]818.94 $ 1160 $ 238623.00 $ 1160 $ 238623.00 $ 1150 $ 249469.50 C6 Sidewalk Drain EA 4 $ 200000 $ 8000.00 $ 168000 $ 6]20.00 $ 468].50 $ 1815000 $ 350060 $ 14000.00 $ 4800.00 $ 19200.00 $ 340300 $ 1361260 C] Accessible Ram EA 20 $ 250000 $ 50000.00 $ 448000 1 89600.00 $ 2812.50 $ 5625000 $ 6000.00 $ 120000.00 $ 4400.00 $ 88000.00 $ 4848.00 $ 96960.00 C8 Allowance for Unanticipated ADA l mprovemenis AL 1 $ 5,00000 $ 5000.00 $ 5,0oo Go $ 5000.00 $ 5,000.00 $ 500000 $ 5,000.00 $ 5000.00 $ 5,000.00 $ 5000.00 $ 5000.00 $ 5,000.00 SUBTOTALPARTC-ADA IMPROVEMENTS(Items Ci 1h1u C0) E 3]],00900 $ 373,12429 E 40858132 E 48450200 E 566,11655 $ 5235]800 Part D-DMINAGE IMPROVEMENTS Di Mobilization 5%Maximum of Stornrvmterltems LS 1 $ So 00000 $ So 00000 $ 52.000.00 $ 52.000.00 $ 6001398 $ 6001398 $ 6400000 $ 6400000 $ 2250000 $ 22500.00 $ too 000.00 $ 100000.00 D2 Curb Gutter and Va Ile Gutter Demolition LF 5 51 $ 1000 $ 55]80 00 $ 4.58 $ 2554]24 $ 625 $ 3486250 $ 500 $ 2]89000 $ 13]5 $ ]669]50 $ SSo $ 306]900 D3 Remove Existin Storm Main a to 31'Diameter LF 2408 $ 2300 $ 55384.00 $ 2390 $ 5]55120 $ 4861 $ 11]052.88 $ 6000 $ 144480.00 $ 75 Do $ 180600.00 $ 9160 $ 219128.00 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,lE%A S TABULATED BY: JWE DESIGN ENGINEER:Urban Engineering BID-Wed-d.y,December14,2022 RFB 4435 MAKO Cont-mg,LLC JCarmll Weaver Cl-Pipeline Services,LLC JE C.-t-ion Services,LLCBAY LTD JM1aboresCDmimction CDmpny,lrc. PROJECT NO.2104]-Hearn R.d lCallicoatte R.d to D-d Entll B-d 2020 3636 S.Alameda PO Box 1361 6229 Leopard SO- 7505 Up River Rd 401 Com Producls Road POBox 60089 BASE BID Corpus Cbir9i,T%]8411 -t-T%]838] Corpus Cbd9i,T%78409 CorpusC-,T%78409 Corpus Cbd9i,T%]9410 Corpus Cbd9i,T%]84fi6 ITEM DESCRIPTION UNIT COY UNITPRICE AMOUNT UNITPRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNITPRICE AMOUNT D4 Remove Existin Storm Man bole)Inlet EA 4 $ 172500 $ 6900.00 $ 109920 $ 4396.80 $ 1250.00 $ 5000.00 $ 1600.00 $ 6400.00 $ 3650.00 $ 14600.00 $ 2050.00 $ 8200.00 05 6"Curb and Gu0er LF 557 8 $ 2600 $ 156184.Go $ 2800 $ 156184.00 $ 2625 $ 146422.50 $ 2900 $ 161]62.Go $ 4100 $ 228698.Go $ 3400 $ 189652.Go D6 Valle Gutter LF 75 $ G8.00 $ 5100.Go $ 75 GO $ 5625.00 $ 3]50 $ 2812.50 $ BO 00 $ 6000.Go $ 17B GO $ 1335600 $ 3400 $ 2550.00 D] 42"RCP Classlll LF 409 $ 45770 $ 18]199.30 $ 2137 GO $ 11]]5928 $ 346.04 $ 141530.36 $ 495 Go $ 202455.Go $ 35500 $ 145195.Go $ 644.00 $ 263396.Go 08 36"RCP Classlll LF 487 $ 36540 $ 1]]949.80 $ 22402 $ 10909].]4 $ 28365 $ 13813].55 $ 40000 $ 194800.Go $ 31000 $ 150970.Go $ 52600 $ 256162.Go 09 30"RCP Classlll LF 825 $ 23]80 $ 196185.Go $ 164.19 $ 135456.]5 $ 21343 $ 1]60]9.]5 $ 3302 $ 2]2250.Go $ 25000 $ 206250.Go $ 42100 $ 34]325.Go D10 24"RCP Classlll LF ]4 $ 191.40 $ 1416360 $ 1]8.81 $ 1323194 $ 18180 $ 1345320 $ 29500 $ 2183000 $ 31000 $ 2294000 $ 34000 $ 2516000 011 21!B;;RNP ClasslV LF 186 $ 208.80 $ 38836.80 $ 1BG 20 $ 3351]20 $ 17030 $ 31,675 GG $ 31000 $ 57660.00 $ 17000 $ 3162000 $ 303 Go $ 56358.00 D12 18"RCP Classlll LF 427 $ 148.48 $ 63400.96 $ 16526 $ ]0565.02 $ 158.93 $ 6]863.11 $ 298.00 $ 12]246.Go $ 21000 $ 896]0 00 $ 271 GO $ 11571700 013 Safet End Treatments P-PD EA 2 $ 6000.Go $ 12000.00 $ 3920.00 $ 7840.Go $ 32]0.G3 $ 6,541 fib $ 6200.00 $ 12400.00 $ 1325000 $ 26500.00 $ 4358.Go $ 8716.Go D14 5'Curb Inlet Eq 13 $ 7000.Go $ 91000.00 $ 10000.00 $ 130000.Go $ 5450.44 $ ]0855.]2 $ 6000.00 $ ]8000.00 $ ]600.Go $ 98800.00 $ 9534.Go $ 123942.Go 015 5'ManboleT q EA 4 $ 9280.Go $ 3]12000 $ 7500.Go $ 30000.00 $ 1055569 $ 42,222 76 $ 1200000 $ 48000.00 $ 8200.00 $ 32800.00 $ 21890.00 $ 8]560.00 Dib 6'ManboleT q Eq 1 $ 1682000 $ 1682000 $ 5098.36 $ 5098.36 $ 1462238 $ 1462238 $ 1500000 $ 15000.00 $ 1395000 $ 1395000 $ 2883100 $ 2883100 D17 7'ManboleT q EA 1 $ 2552000 $ 2552000 $ 5098.36 $ 5098.35 $ 1800825 $ 1800825 $ 2500000 $ 25000.00 $ 18000.00 $ 18000.00 $ 288]1 00 $ 288]1 00 018 T 'C'Storm M anbole EA 1 $ 2204000 $ 2204000 $ 6421.3] $ 6421.3] $ 2242369 $ 2242369 $ 1800000 $ 18000.00 $ 1325000 $ 1325000 $ 3895000 $ 3895000 D19 T 'D'Storm Manbole q-1 EA 1 1 2668000 $ 2668000 $ ]]44.3] $ ]]44.3] $ 23244.63 $ 23244.63 $ 3]00000 $ 3]000.00 $ 13000.00 $ 13000.00 $ 9406000 $ 9406000 020 T 'D'Storm M an bole B-1 EA 1 $ 20300.00 $ 20300.00 $ ]]44.3] $ ]]44.3] $ 2306 Go $ 2301600 $ 2]00000 $ 2]000.00 $ 13,725 GO $ 13,725 GO $ 5288]00 $ 5288]00 D21 T-'D'Storm Manbole B-5 EA 1 $ 20300.00 $ 20300.00 $ 906].3] $ 906].3] $ 2301506 $ 2301506 $ 2500000 $ 25000.00 $ 1372000 $ 13,720 22 $ 5139300 $ 5139300 022 OSHA Tren cb safe Plan LF 2408 $ 5.80 $ 13966.40 $ 3.36 $ 8090.G8 $ 750 $ 1806O 00 $ 9.00 $ 216]2 GO $ 1200 $ 28896.00 $ 1500 $ 3612000 D23 OSHA Manbokllnlet Safe Plan EA 23 $ 986.Go $ 22,67B GO $ 336.Go $ ]728.Go $ 112500 $ 25S75 GO $ 60000 $ 1380000 $ 62500 $ 14,375 GO $ 476700 $ 109641.Go D24 Tietoexisfln apt.3O' EA 2 $ 1]4000 $ 3480.Go $ 322595 $ 6451.90 $ 312500 $ 6250.Go $ 600000 $ 1200000 $ 3350.Go $ 6700.Go $ 1]6]500 $ 3535000 D25 Tie to exisfln a W6O' EA 1 $ 29OO 00 $ 2900.Go $ 322594 $ 3225.94 $ 6250.Go $ 6250.Go $ 10000.00 $ 10000.00 $ 6650.Go $ 6650.Go $ 16490.00 $ 16490.00 D26 Allovrancefm Unanticipated Stormrvat-pmvemenis qL 1 $ 25,000.00 $ 25,000.00 $ 25000.00 $ 25,OOO 00 $ 25000.00 $ 25,000.00 $ 25,000.00 $ 25 000 00 $ 25,000.00 $ 25,000.00 $ 25000.00 $ 25,000.00 SUBTOTAL PART D-DRAINAGE IMPROVEMENTS(Items Dl tbtu D26) E 1,-,587.86 $1,040,44409 $1,260,28928 E 1,654,645 OO E 1,508,45650 $2,352,13600 Pah E-WASTEWATER IMPROVEMENTS E1 Mobilization 5%Maximum of Water Items LS 1 $ 3500000 $ 3500000 $ 3656323 $ 3656323 $ 36130]6 $ 3613076 $ 3ISOO 00 $ 3]52222 $ 1800000 $ 18512222 $ 5000000 $ 5G,.G o E2 Remove Existin Mainu to IG" LF 200 $ 2300 $ 4600.00 $ 6721 $ 1344200 $ $ 11834.00 $ 9500 $ 1900600 $ ]6 00 $ 1520000 $ 4600 $ 9200.00 E3 Tem ora Oefleclion for COnstruclion EA 2 $ 28]5.00 $ 5]50.00 $ 1062101 $ 2124202 $ 4032.34 $ 806468 $ 8500.Go $ 1]00000 $ 8400.00 $ 16800.00 $ 206]6 00 $ 41356.00 E4 1. GWater Line LF 218 $ 2B L5 $ 626750 $ ]820 $ 1]04760 $ 12959 $ 2825062 $ 6200 $ 13516.00 $ 11000 $ 2398000 $ 7G GO $ 17,222 GO ES G'Gate Valve EA 2 $ 2530.Go $ 5060.Go $ ]381.30 $ 14]6260 $ 1908.84 $ 381768 $ 1500.Go $ 3000.00 $ 4500.00 $ 9000.00 $ 2121.Go $ 4242.Go E6 6'C-900 PVC Water Line LF 360 $ 9200 $ 3312000 $ 4496 $ 1618560 $ 8135 $ 29286.00 $ 17000 $ 6120000 $ 12500 $ 45000.00 $ 11400 $ 4104000 E] G"Du-bon Water Line LF 91 $ 1]2.50 $ 1569750 $ 162.]3 $ 14808.43 $ 170 77 $ 1554007 $ 200.00 $ 1820000 $ 13500 $ 12285.00 $ 30100 $ 2]391 00 E8 6"Gate Valve EA 13 $ 2300.Go $ 29900.00 $ 315063 $ 40958.19 $ ]9965 $ 1039545 $ 2000.Go $ 26000.00 $ 2000.00 $ 3]700.00 $ 2318.Go $ 30134.00 E9 -45°Bend EA 8 $ 805.Go $ 6440.Go $ 161524 $ 1292192 $ 612.13 $ 489].04 $ 70000 $ 5600.00 $ 60000 $ 4800.00 $ 1088.Go $ 8]04.Go E10 6"Deflections EA 2 $ 2875.Go $ 5]50.Go $ 35]561 $ 715122 $ 3234.50 $ 6469.Go $ 5000.00 $ 1000000 $ 2800.00 $ 5600.00 $ 95]3.Go $ 19146.00 E11 Eq 2 $ 2300.00 $ 4600.00 $ 1902.86 $ 3805.]2 $ 63043 $ 1260.86 $ 94000 $ 1.88000 $ 73G GO $ 1460.00 $ 1865.00 $ 3]30.00 E12 6"Connection Tie to Exi9in Eq ] $ 28]5.00 $ 2012500 $ 1804.90 $ 12634.30 $ 15]9.4] $ 1105629 $ 5000.00 $ 35 000 00 $ 6400.00 $ 44800.00 $ 1492200 $ 104454.00 E13 G'C-Goo PVC Water Line LF 2820 $ 103.50 $ 2918]0.Go $ 4571 $ 12890220 $ 9393 $ 26488260 $ 12500 $ 352900.00 $ 10700 $ 301]40.Go $ 14100 $ 39]620.Go E14 G'Du-bon Water Line LF 44 $ 189.]5 $ 8349.00 $ 183.9] $ 809468 $ 14338 $ 6308.]2 $ 22000 $ 9680.00 $ i5O 00 $ 6600.00 $ 446.00 $ 1962400 E15 8"Gate Valve Eq 19 $ 3220.00 $ 6118000 $ 3840.91 $ ]29]729 $ 2481.46 1 4]147]4 $ 2800.00 $ 53200.00 $ 490000 $ 93100.00 $ 3056.00 $ SB 064.00 E16 8"%45°Bend Eq 6 $ 86250 $ 51]5.00 $ 1]0153 $ 10209.18 $ 54122 $ 324].32 $ ]SO 00 $ 4500.00 $ 560.00 $ 3360.00 $ 1214.00 $ ]284.00 E17 G'Deflections EA 4 $ '62 E17 $ 11500.00 $ 492105 $ 1968422 $ 3892 fib $ 15,57G 64 $ 6700.Go $ 26800.00 $ 350000 $ 14000.00 $ 1049500 $ 4198000 E18 G'XG'Tee EA 6 $ 115000 $ 6900.Go $ 190285 $ 11417.10 $ 48128 $ 288768 $ 95000 $ 5700.Go $ 21500 $ 1290.Go $ 1629.Go $ 9774.Go E19 G'Tee EA 11 $ 1 380 00 $ 15180 00 $ 2,132 G4 $ 23,462 34 $ 723 08 $ 7,953 G8 $ 1 300.Go $ 14,300 GO $ 815 00 $ 8965.00 $ 1 566.00 $ 17226. Ego G'Cross EA 1 $ 241500 $ 241500 $ 213295 $ 2132.95 $ 1002.01 $ 100201 $ 1600.Go $ 1600.Go $ 1100.00 $ 1100.00 $ 2202.Go $ 2202.Go E21 8"Ca EA 1 $ 5]500 $ 5]500 $ 161525 $ 161525 $ 6]108 $ 6]1 08 $ 74000 $ 74000 $ 490.00 $ 490.00 $ 100900 $ 1009.Go E22 8"x 3"Reducer EA 2 $ S.50 $ 1]2500 $ 2 132.95 $ 4265.90 $ ]35.31 $ 1 4]062 $ 800.00 $ i 600.00 $ 63000 $ 1 260.00 $ 1 16900 $ 2338.Go E23 8'xG"Reducer EA 7 $ 86250 $ 603].50 $ 161524 $ 1130668 $ 609.18 $ 426426 $ BSG GO $ 5950.Go $ 49500 $ 3465.00 $ 1032.Go $ ]224 00 E24 G'Connection Tie to Exi9in EA 4 $ 230000 $ 9200.Go $ 5885.]2 $ 2354208 $ i. GO $ 666728 $ 6500.Go $ 26000.00 $ 65oo.Go $ 26000.00 $ 1S071 GO $ 60284.00 E25 Service Reco-tHU to 3" EA 68 $ 1]2500 $ 117300.Go $ 20]541 $ 14112].88 $ 2338.80 $ 159038.40 $ 2]00.00 $ 183600.00 $ 2550 Go $ 1]3400.00 $ 4,176 GO $ 283968.Go E2fi Eq 6 $ 9]]5.00 $ 5865000 $ ]655.03 $ 45930.18 $ 6023.18 $ 3613908 $ 1100000 $ 6fi OG 00 $ 9650.00 $ 5]900.00 $ 1103900 $ 66234.00 E2] T e21'- d"It Eq 2 $ 9]]S.Go $ 1955000 $ ]0]9.82 $ 1415964 $ 68]8.46 $ 13]56.92 $ 1100000 $ 2200000 $ 1020000 $ 20400.00 $ 11085.00 $ 2217000 E28 0 HATrencb Safe LF 3533 $ 23 GO $ 8125900 $ 3.36 $ 118]088 $ 375 $ 13246]5 $ 40O $ 14.13200 $ 800 $ 28264.00 $ 300 $ 10599.00 E29 Allowance for Unanticipatetl Water l mpmvemenis AL 1 $ 7500.00 $ ]Soo.Go $ 7,500.00 $ ],Soo.GO $ ],Soo.Go $ ]500.00 $ ]500.00 $ ].500.00 $ ]SO0.0o $ 7500.00 SUBTOTAL PART E-WASTEWATER IMPROVEMENTSIIt-El th,u E26) E 8]6,6]550 E 749,72206 $ 758,76033 $1043,69800 $ 983,45900 $13]1]1900 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TE%A S TABULATED BY: JWE DESIGN ENGINEER:Urban Engineering BID-Wed-d.y,December14,2022 RFB 4435 -0C-t-mg,LLC JCanoll Weaver Cl-Pipeline Services,LLC JE C.-t-i-Services,LLCBAY LTD JM1aboresCDmtmction CDmpny,lnc PROJECT NO.21047-Hearn R.d lCallicoatte R.d to D-d Entll B-d 2020 313%So.Alameda PO Box 1361 6229 Leopard&- ]505 Up River Rd 401 Com Producls Road POBox 60089 BASE BID Corpus l,,.,,T%]8411 SintonT%]838] Corpus Cbri9i,T%]8409 CorpusC-,T%]8409 Corpus Ch-,T%]8410 Corpus Cbd9i,T%]8466 ITEM DESCRIPTION UNIT OTY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNIT PRICE AMOUNT UNITPRICE I AMOUNT UNITPRICE AMOUNT Patt IF WASTEWATER IMPROVEMENTS F1 Mobilization 5 M axi mum.Wasterv+ater Items LS 1 $ 2]000.00 $ 2]000.00 $ 1680000 $ 16800.00 $ 3329746 $ 33,2G7 46 $ 3100000 $ 31000.00 $ 26600.00 $ 26600.00 $ 30000.00 $ 30000.00 F2 4'Diameter Manbole Rebab GA 4 $ 13800.00 $ 55200.00 $ 1344600 $ 5376600 $ 9450.31 $ 3]80124 $ 1500000 $ 60000.00 $ 16000.00 $ 64000.00 $ 1491200 $ 5964600 F3 4'Diameter M anbole Rec7 EA 4 $ 1]2500 $ 6900.00 $ 224000 $ 8960.00 $ 250600 $ 10000.00 $ 1.90000 $ ]60600 $ 20]5.00 $ 8300.00 $ 4815.00 $ 1926600 F4 4'Oiameter Fiber lass Manbole ln9all EA 3 $ 1403600 $ 42090.00 $ 13644.00 $ 4093200 $ 10138.33 $ 3041499 $ 1500000 $ 45000.00 $ 1675600 $ 5025600 $ 2303200 $ 69096.00 F5 Removeantl RIP111-11 SOR28Waslewater Line B'-3'Oe tl, LF 33] $ 34500 $ 11828500 $ 36400 $ 12288800 $ 286.88 $ 886]182 $ 20000 $ 6]400.00 $ 41500 $ 13885500 $ 20500 $ 6808500 FB Removeantl Re lace510"SOR28 Wastewater Line 3'-10'Oe tl, LF 57 $ 37650 $ 2163150 $ 3.GO $ 2106]20 $ 38228 $ 2064696 $ 28000 $ 1853600 $ 455.00 $ 25935.00 $ 25600 $ 1425600 F] Removeantl Re lace510"SOR28 Wastewater Line lO'-12'OeN LF 75 $ 42550 $ 3181250 $ 41440 $ 3108600 $ 41688 $ 31264.50 $ 30000 $ 2250600 $ 51600 $ 3825600 $ 3]500 $ 2812500 F8 G'D-H IPS HDPEb Pi e-Burson LF 10]] $ 14720 $ 158534.40 $ 143.36 $ 154398.]2 $ 12452 $ 134108.04 $ 20000 $ 215400.00 $ 1]500 $ 1884]5.00 $ 19500 $ 210015.00 F9 10"OR-111P5 HOPEb Pi -B U_ LF 122 $ 19320 $ 2357640 $ 20100 $ 2459520 $ 35106 $ 42939.12 $ 25000 $ 30500.00 $ 22600 $ 2684600 $ 22900 $ 2]938.00 F10 Wa9ewater Service Recon9mction Eq 51 $ 1150.00 $ 5865600 $ 1680.00 $ 8568600 $ 2]29.10 $ 139184.10 $ 2900.00 $ 14]900.00 $ 13]500 $ 7012500 $ 5690.00 $ 29019600 F11 MgtWa9 te,MH Rin and Cover to Grade EA 1 $ 2300.00 $ 2300.00 $ 2240.00 $ 2240.00 $ 32]9.1] $ 32]9.1] $ 3,400.00 $ 3400.00 $ 3350.00 $ 3350.00 $ 4]32.00 $ 4]32.00 F12 Googol otW W.Fl ow LS 1 $ 1357600 $ 1357600 $ 1344600 $ 1344600 $ 101250.00 $ 101250.00 $ 12000.00 $ 12000.00 $ 15500.00 $ 15500.00 $ 4667500 $ 466]500 F13 OSHq Trencb safe Plan LF 469 $ 460 $ 215].40 $ 4.48 $ 2101.12 $ 5625 $ 2638125 $ 4.00 $ 18]6.00 $ 500 $ 2345.00 $ 1000 $ 4690.00 F14 .SHA Manbokl Pit Safe Plan Eq 8 $ 138.00 $ 1104.00 $ 134.40 $ 10]520 $ 118].50 $ 950000 $ 30600 $ 2400.00 $ 166.00 $ 1328.00 $ 2550.00 $ 2040600 F15 Allowance for Unanticipated Wa-ter Improvements qL 1 $ 2 50600 $ 2 50600 $ 2 50600 $ 2 500.00 $ 2 500.00 $ 2 50000 $ 2 500.00 $ 2 500.00 $ 2 500.00 $ 2 500.00 $ 2,5M.00 $ 2 500.00 SUBTOTAL PART F-WASTEWATER IMPROVEMENTS(Items Fl tbru FlS) $ 563,38520 E 58129]44 E 71924165 E 66600600 $ 663,65300 $ 89660400 TOTAL BASE BID $ 5,411,934.01 $ 5,462,839.43 $ 5,909,151.93 $ 6,074,216.00 $ 6,607,406.30 $ 7,678A20.00 Capital Improvement Plan 2023 rhril 2025 City of Corpus Christi, Texas Project# 21047 Project Name Hearn Road (Dead End to Callicoatte) Type Reconditioning-Asset Longevity Department Public Works Useful Life 25 years Contact Director of Public Works Category Street-Rehabilation Priority 2 Critical-Asset Condition\longevity Status Active Description Reconstruction of existing 2-lane roadway with new pavement,curb&gutter,sidewalk,installation of ADA complaiant curb ramps,signage, pavement markings,upgrade/add street illumination.This project is currently scheduled to begin construction in FY2023 and continue until completed.Schedules may be adjusted after design is completed or during annual CIP update. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 1,610,000 1,610,000 Design 228,000 200,000 428,000 Storm Water-St. 884,100 884,100 Waste Water-St 529,200 529,200 Water-St. 522,200 522,200 Gas-St. 201,000 201,000 Eng,Admin Reimbursements 2,000 304,016 306,016 Total 230,000 4,250,516 4,480,516 Funding Sources Prior Years 2023 2024 2025 Total G.O.Bond 2020 230,000 1,870,000 2,100,000 Revenue Bonds 2,380,516 2,380,516 Total 230,000 4,250,516 4,480,516 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maitenance Program. Corpus Christi Engineering Hearn Rd (Callicoatte Rd to Dead End) Council Presentation February 14, 2023 Hearn Rd (Callicoatte Rd to Dead End) Corpus Chr sti Project Location Engineering N SCALE:N.T.S. HEARN ROAD a c s p� 8 �CIIJIT�MAP PROJECT NO.27047 ____ PROJECT NO. 21047 HEARN ROAD- CITY COUNCIL EXHIBIT HEARN ROAD- CITY COUNCIL EXHIBIT CALLICOATTE ROAD ___ CALLICOATE ROAD TO TO DEAD END ooa,.=°.o—lT=l E' DEAD END \ & Hearn Rd F (Callicoatte Rd to Dead End) Copus Chi sti j Engineering Scope of Work Motion awarding a construction contract to Mako Contracting, Corpus Christi, TX, for reconstruction of Hearn Road from Callicoatte Road to Dead End, with new asphalt pavement, located in Council District 1 , in an amount of $5,411 ,934.01 . The proposed scope of work includes the listed below items: • Full depth reconstruction of the existing 2-lane roadway with a new asphalt pavement section, sidewalks, and pavement markings • New traffic signs • ADA compliant pedestrian improvements • Drainage improvements, lighting and utility upgrades Hearn Rd (Callicoatte Rd to Dead End) Corpus Chr sti Project Schedule Engineering 2021-2022 2022-2023 2023-2024 Oct - Oct Nov -Jan February - February Design Bid/Award Construction Projected Schedule reflects City Council award in February 2023 with anticipated completion by February 2024 CITY OF CORPUS CHRISTI, TX Export Excel PROJECT SUMMARY BY FUND September 30,2023 21047-Hearn (Callicoatte Rd to Dead End) Budget Expenditures Expenditures Commitments Encumbrances Unencumbered LTD LTD YTD Balance COCC COCC 6,739,426.45 565,810.39 17,790.00 0.00 42,540.00 6,131,076.06 3558 ST2021 Bd20A 3,127,860.00 246,152.36 17,790.00 0.00 36,145.00 2,845,562.64 4258 WW 2022 C1 113,119.28 103,023.53 0.00 0.00 0.00 10,095.75 4259 WW 2023 CIP 657,530.04 0.00 0.00 0.00 0.00 657,530.04 4484 Water 2022 C1 99,446.25 90,244.75 0.00 0.00 0.00 9,201.50 4486 Water 2023 C1 1,023,172.92 0.00 0.00 0.00 0.00 1,023,172.92 4533 StrmWtr 2022 C1 1,717,297.96 125,389.75 0.00 0.00 6,395.00 1,585,513.21 4561 Gas 2015 Bnd 1,000.00 1,000.00 0.00 0.00 0.00 0.00 Bond 2020 Streets Pavement Design Recommendations Proposed Pavement Project Name Plasti IP)Index Design/Bid Notes Recommendation Airport(Morgan to Horne) 35 to 65 Asphalt High PI,Residential Collector,old airport runway pavement under existing street Alameda(Texan Trail to Chamberlain) 40 to 50 Asphalt High PI,Arterial Street,previous sections asphalt Brownlee(Staples to Morgan) 30 to 50 Asphalt High PI,Residential Collector Carroll(Holly to Dead End) 20 to 47 Asphalt Varying with high PI,Residential Collector Comanche(Carancahua to Alameda) 30 to 60 Asphalt High PI,Residential Collector Hearn(Callicoatte to Dead End) 30 to 50 Asphalt High PI,Residential Collector Lipes(Sunwood to Staples) 12 to 57 Asphalt Varying with high PI,Residential Collector, previous sections asphalt Strasbourg-Grenoble to Marseille 0 to 53 Asphalt Varying with high PI,Residential Collector, previous sections asphalt Encantada-Encantada to Nueces County TXDOT Recommendation Park&PR 22 0 (Mostly Asphalt) Intersection Improvements PR22-Compass to PR22 0 TXDOT Recommendation Median Improvements (Mostly Asphalt) Rodd Field(Yorktown to Adler) 2 to 56 TXDOT Recommendation Varying with high PI,Temporary-to be built (Mostly Asphalt) to full cross section in future Beach Access Road-SH 361 to Beach 0 Concrete Low PI,Easy to maintain Varying with high PI,Residential Collector, Flato(Bates to Bear) 8 to 47 Concrete previous section concrete,high truck traffic ,industrial area Waldron-SPID to Purdue 0 to 13 Concrete Pavement Repairs Concrete Pavement Repairs Everhart(Alameda to Staples) 32 to 50 Asphalt and Concrete High PI,Arterial Street Everhart(Staples to McArdle) 27 to 71 Asphalt and Concrete High PI,Arterial Street Frontier(McKinzie to Rockwood) 23 to 33 Asphalt and Concrete Varying PI,Residential Collector Jackfish(End to Aquarius to Park Rd 22) 0 to 20 Asphalt and Concrete Low PI,Residential Collector Park Rd 22-South Access Rd(Commodore 0 Asphalt and Concrete Low PI,Residential Collector to Jackfish) Trinity River(FM624 to Wood River) 0 to 50 Asphalt and Concrete Varying PI,Residential Collector Wildcat(FM624 to Teague) 0 to 24 Asphalt and Concrete Low PI,Residential Collector Yorktown(Rodd Field to Oso Creek Bridge) 20 to 56 Asphalt and Concrete Varying with high PI,Arterial Street Design Only Prepared by:Engineering Services July 16,2021 Page 1 Bond 2020 Pavement Design Recommendations PRELIMINARY Frontier(McKinzie to Rockwood) DATA FROM 23 TO 33 Low PI Asphalt Asphlat and Concrete GEOTECH-SANDY LEAN CLAY Soil PI from 0-10'1) 36,35 2)30,3)33,33 4)24 5)28,37 6)23, Concrete on Rodd SANDY LEAN CLAY, 7)23,21 8)20 9)16, Field from Saratogo CLAYEY SAND,FAT 37,3110)21 11)21, to Yorktown, Yorktown(Rodd Field to Oso Creek Bridge) CLAY,LEAN CLAY, 23 12)22 13)20,19 Asphalt on Design POORLY GRADED 2-56&20 TO 50 14)16 15)25,1516) Low to High PI Yorktown from Asphlat and Concrete SAND,SILTY SAND 22 17)17,22 18)19 Cimarron to Rodd &SAND CLAY/ 19)31 1)41,262) Field&Rodd Field CLAYEY SAND 49 3)45 4)42 5)29 6) to Oso Creeek 33 7)46 8)42 9)38 Bridge 10)26 11)11,28 12) 34 13)23 POORLY GRADED CMT SUBGRADE 28) Wildcat(FM624 to Teague) SAND,CLAYEY NP-24 21,29)NP, 30)24, Low PI Asphalt Asphlat and Concrete SAND 31 NP AWAINTING GENERAL CMT SUBGRADE 34) Alameda(Texan Trail to Chamberlain) CLASSIFICATION 40-50 4835)45, 36)40 High PI Asphalt Asphalt DAN ROCK POORLY GRADED Park Rd 22-South Access Rd(Commodore CMT SUBGRADE 35) to Jackfish) SAND,CLAYEY NP NP,36)NP Low PI Asphalt Asphlat and Concrete SAND FAT CLAY,FAT CLAY WITH SAND, 27-71, CMT SUBGRADE 6) Everhart(Staples to McArdle) LEAN CLAY, 32-35 32,7)34,8)35,9)35 High PI Asphalt Asphlat and Concrete CLAYEY SAND, SANDY FAT CLAY AWAITING CMTSUBGRADE 6) GENERAL 32,7)34,8)35,9)35 Everhart(Alameda to Staples) CLASSIFICATION 32-35,40-50 34)48, 35)45,36) High PI Asphalt Asphlat and Concrete TARIQULANWAR 40 TERRACON PSI PRELIMINARY CMT SUBGRADE 22) Carroll(Hollyto Dead End) DATA-FAT CLAY 20-36&37 TO 47 35 23)36 24)25 25)30 High PI Asphalt Asphalt 26 22 27 20 CLAYEY SAND& 8-49CMT SUBGRADE 22) Flato(Bates to Bear) SANDY LEAN CLAY,36-47, 39 4023)44 24)47 High PI PCC Concrete FAT CLAY -47 25)47 26)42 27)39 28)45 1)NP 2)NP 3)NP 4) Jackfish(End to Aquarius to Park Rd 22) POORLY GRADED NPTO20 NP 5)NP 6)NP 7)NP Low PI HMAC Asphlat and Concrete SAND 8)NP 9)NP 10)NP 11) NP Soil PI from 0-10'1) 36,35 2)30, 3)33,33 4)24 Concrete on Rodd 5)28,37 6)23,7)23, Field from Saratogo SANDLV LEAN 21 8)20 9)16,37, to Yorktown, CLAY,CLAYEY 3110)21 11)21,23 n, Asphalt ww Rodd Field(Yorktown to Adler) SAND,FAT CLAY, 2 56 12)22 13)20,19 14) Yorktown from Asphalt on LEAN CLAY, 1615)25,1516)22 Cimarrong to Rodd POORLY GRADED 17)17,22 18)19 19) Field&Rodd Field SAND,SILTY SAND 31 1)41,262)493) to Oso Creeek 45 4)42 5)29 6)33 7) Bridge 46 8)42 9)3810)26 11)11,28 12)34 13) 23 FAT CLAY,SANDY LEAND CLAY,LEAN 1)47 2)5524, Lipes(Sunwood to Staples) CLAY WITH SAND, 12-57, 3)23,50, 4)46,22 High PI Asphalt Asphalt 5)38 6)57,29, 7) CLAYEY SAND, 54 SANDY FAT CLAY POORLY GRADED CCMT SUBGRADE 28) SAND,FAT CLAY& 50 Trinity River(FM624 to Wood River) SAND,CLAYEY NP-24,&30 TO 21,29)NP, 30)24, Low PI Asphalt Asphlat and Concrete SANDY LEAN 31)NP PRELIMINARY DATA FROM Hearn(Callicoatte to Dead End) GEOTECH-CLAYEY 30 TO 50 High PI Asphalt Asphalt SAND&SANDY LEAN CLAY,FAT CLAY PRELIMINARY DATA FROM Comanche(Carancahua to Alameda) GEOTECH-FAT 30-60 High PI Asphalt Asphalt CLAYS,SANDY CLAYS PRELIMINARY Brownlee(Staples to Morgan) DATA FROM 30 to 50 High PI Asphalt Asphalt GEOTECH-FAT CLAY PRELIMINARY DATA FROM Airport(Morgan to Horne) GEOTECH-FAT 35-65 High PI Asphalt Asphalt CLAYS,SANDY CLAYS CMT SUBGRADE 29) Waldron-SPID to Purdue POORLY GRADED NP-13 NP,30)NP 31)13 Low PI Concrete Repair Concrete Pavement SAND 32)NP 33)NP 34) Repairs NP 1)NP 2)NP 3)NP 4) PR22-Com pass to PR22 POORLY GRADED NP NP 5)NP 6)NP 7)NP Low PI Asphalt T%DOT Recommendation SAND 8)NP 9)NP 10)NP 11) NP 1)NP 2)NP 3)NP 4) Encantada-Encantada to Nueces County POORLY GRADEDNP NP 5)NP 6)NP 7)NP Low PI Asphalt Asphalt Park&PR 22 SAND 8)NP 9)NP 10)NP 11) NP 1)NP 2)NP 3)NP 4) Beach Access Road-SH 361 to Beach POORLY GRADED NP NP 5)NP 6)NP 7)NP Low PI - Concrete SAND 8)NP 9)NP 10)NP 11) NP SANDY FAT CLAY, 1)5,33 2) Strasbourg-Grenoble to Marseille FAT CLAY,SANDY 0-53 47,45,25 3)45, High PI Asphalt Asphalt LEAN CLAY 53 4)0,49,42 so �o o� A v µoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a)-cctexas.com (361) 886-2603 Approval to submit a grant application to the State of Texas, Criminal Justice Division for funding available under the Body-Worn Camera Grant Program FY 2024 CAPTION: Resolution authorizing submission of a grant application for $153,027.00 to the State of Texas, Criminal Justice Division, under the Body-Worn Camera Grant Program with a City cash match of$51,009.00 to equip Corpus Christi Police Department sworn officers with 100 additional body- worn cameras and related equipment. SUMMARY: This item is a resolution to authorize the Corpus Christi Police Department to submit a grant application for $153,027.00 to the State of Texas under the Body-Worn Camera Grant Program with a City cash match of $51,009.00. If the City is awarded the grant, it will provide funding for the purchase of 100 body-worn cameras and related equipment for Corpus Christi Police Department sworn officers. BACKGROUND AND FINDINGS: In 2019, the Corpus Christi Police Department (CCPD) invested in the Panasonic body-worn camera to go along with the in-car camera system used by CCPD. In June 2022, the City Council approved the purchase of 280 body-worn cameras by CCPD. The purchase of the 280 body-worn replaced all body-worn cameras in CCPD's inventory as well as provided additional cameras for the additional sworn officers that CCPD had hired since its previous purchase of body-worn cameras in 2019. To date, CCPD has 280 body-worn cameras issued to field officers. Currently, the 280 body-worn cameras are enough to provide each sworn officer per shift a body- worn camera; however, there are not enough cameras to issue each sworn officer their own individual body-worn camera. Additionally, additional body-worn cameras are needed for the 25 additional sworn officer positions added in the adopted FY 2023 Budget as well as for future additional sworn officer positions. Body-worn cameras are issued to the Police Training Academy's cadets, where they receive training on how to use the equipment for eventual use during field training. CCPD's goal is to continue purchasing body-worn cameras until there are enough cameras to issue each sworn officer with their own individual body-worn camera. If awarded this grant, CCPD will be able to purchase an additional 100 body-worn cameras, which will result in CCPD being closer to meeting this goal. The purchase of an additional 100 body-worn cameras will be made through the current five-year agreement with TurnKey Mobile, Inc., who is the City's current supplier for body-worn cameras. The agreement with TurnKey Mobile, Inc. also provides warranty for the replacement of the body-worn cameras if damaged or defective. This grant provides funding for the purchase of body-worn cameras and supplies for sworn officers who engage in traffic or highway patrol or otherwise regularly detain or stop motor vehicles, or primary responders who respond directly to calls for assistance from the public. Funding from the State will provide specifically for the following items for CCPD: 1. Body-worn cameras and licenses (100) 2. Magnetic mounts for cameras on sworn officers (100) 3. Five-year warranty on body-worn cameras (100) 4. Eight bay charging dock, AC adapter to charge cameras (13) 5. Data Storage A 25% cash match of $51,009.00 is available from the Law Enforcement Trust Fund. The grant period for this grant is September 1, 2023 through August 30, 2024. In FY 2022, the City received from this grant $75,000 with a $25,000 City cash match for the purchase of the 280 body-worn cameras currently used by CCPD. ALTERNATIVES: The alternative is not to submit the grant and find available funding within the General Fund; however, funding for the purchase of replacement and additional body-worn cameras was not built into the FY 2023 General Fund budget. This will result in additional body-worn cameras not being purchased towards the goal of issuing every sworn officer with their own individual body- worn camera as well as keeping up with the stock needed for future Police Training Academy cadets. FISCAL IMPACT: The Body Worn Camera Grant in the amount of $153,027.00 will increase the Police Grants Revenue for the Body Worn Camera Program, along with a cash transfer of$51,009.00 from the FY 2023 Law Enforcement Trust Fund to the Police Grants Fund for the City cash match. Funding Detail Fund 1074 Organization/Activity: 826100F Mission Element: 151 Project # (CIP Only): N/A Account: 520090 - Minor Tools and Equipment Amount: $51,009.00 RECOMMENDATION: Staff recommends submission of the grant application, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing submission of grant application for $153,027.00 to the State of Texas under the Body-Worn Camera Grant Program with City contribution cash match of$51,009.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Council authorizes submission of the grant application to the State of Texas $153,027.00 for funding available under the Body-Worn Camera Grant Program. SECTION 2. The City Council commits to provide for the applicable cash contribution of $51 ,009.00. SECTION 3. The City Council designates the Chief of Police as the grantee's authorized official. The authorized official may apply for, accept, reject, alter, or terminate the grant. SECTION 4. In the event of the loss or misuse of these State of Texas funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas in full. 2 PASSED AND APPROVED on the day of , 2023: 5 Paulette Guajardo Michael Hunter Jim Klein Mike Pusley Everett Roy Sylvia Campos Roland Barrera Dan Suckley Gil Hernandez ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting February 14, 2023 DATE: February 1, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO Director of Finance and Procurement Heatherh3ctcctexas.com 361-826-3227 Resolution authorizing the issuance of Arena Refunding Bonds CAPTION: Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Taxable Series 2023 (Arena Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of the bonds; and providing an effective date. SUMMARY: This item will authorize the issuance of bonds to refund the outstanding tax exempt Arena Bonds and reissuing as taxable with no change in the maturity date. BACKGROUND AND FINDINGS: In July 2022 the City entered into a management contract with OVG360 for the professional management of the American Bank Center. Refunding the Type A Sales Tax Bonds will further maximize the City's authority to contract with service providers at the Arena. Staff worked with the City's Financial Advisor (FA) Estrada Hinojosa on a plan of finance for the outstanding bonds. The recommendation for the outstanding Type A Sales Tax Arena bonds is to refund the bonds as taxable. The series is scheduled to be paid in full September 2025 and currently has an outstanding principal balance of$9,595,000. The bonds will retain the existing final maturity date of September 2025 but will be reissued as taxable bonds with an estimated interest rate of 4.5%. The refunding bonds will be sold through a private placement bid. Refunding the bonds as taxable at current interest rates will result in an estimated cost of $133,000 over the life of the bonds. In addition to the refunding of the Arena Bonds, City Council approved the defeasance of the outstanding Convention Center Bonds at their next payment date in March 2023. The series is scheduled to be paid in full March 2030 and currently has an outstanding principal balance of $1,315,000. There is sufficient fund balance from Hotel Occupancy Tax revenue in the Debt Service Fund to pay the principal amount in full. Defeasing the bonds will result in an estimated savings of$198,000 over the life of the bonds. On January 30, 2023 the Type A board approved a resolution approving the refunding of the Type A Sales Tax Arena bonds and delegating the authority to staff to execute the documents for the competitive private placement sale. Required action today is the approval of the resolution approving the issuance of the bonds for the refunding. Both the defeasance and the refunding transactions will be finalized in March 2023. A complete timeline is attached. ALTERNATIVES: The City Council could choose not to approve the refunding resolution. FISCAL IMPACT: The fiscal impact is a cost of$133,000 over the remaining life of the bonds. RECOMMENDATION: Staff recommends the approval of the resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Timeline Corpus Christi,Texas (6— ) Convention Center GO Debt Defeasance and Arena Sales Tax Debt Refunding Preliminary Timetable of Events(1/11/2023) Date Event Deal 5 M T W T F 5 13 4 5 6 I Week of January 16th First Draft of Financing Documents and Bid Request Sheet circulated for review. Both 8 9 10 11 12 13 14 15 ■11 18 19 20 21 1/24/2023 Tuesday Present Plan of Finance for General Obligation Defeasance and Arena Taxable Refunding. Both 22 13 24 25 26 21 28 Defeasance Resolution approved. 29 30 31 1/25/2023 Wednesday Conditional Notice of Redemption to Trustee. GO 5 M T W T F s 1/30/2023 Monday Corpus Christi Business and Job Development Corporation-special meeting to approve Sales Tax 12 3 4 Refunding Resolution. 5 6 ] 8 9 10 11 12 13 14 15 16 v 18 2/14/2023 Tuesday City Council approves Refunding Resolution and delegates authority to staff to execute Sales Tax 19 ■21 22 23 24 25 transaction documents for competitive private placement. 26 2] 28 2/15/2023 Wednesday Private Placement Bid Sheet circulated to potential bidders. Sales Tax 5 M T W T F 5 3/1/2023 Wednesday Bids Received. Sales Tax 1 2 3 4 5 6 7 s 9 10 11 3/10/2023 Friday General Obligation escrow funded and bonds defeased. GO 1213 14 15 16 1] 18 19 20 z1 z2 2 3 z4 15 3/15/2023 Wednesday Close on Sales Tax Refunding. Sales Tax 26 27 28 29 30 31 .Federal Holidays Key Financing Dates 'Preliminary,subjectto change A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS RELATING TO "CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS, TAXABLE SERIES 2023 (ARENA PROJECT)"; APPROVING THE RESOLUTION OF CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF SUCH BONDS; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Corpus Christi Business and Job Development Corporation (the Corporation) was created by the City of Corpus Christi, Texas (the City), pursuant to the provisions of Chapters 501, 502, and 504, as amended, Texas Local Government Code (formerly Section 4A of the Development Corporation Act of 1979, Texas Revised Civil Statutes Annotated Article 5190.6, as amended) (collectively,the Act) and a resolution of the City Council of the City approved on September 27, 2000; and WHEREAS,the Board of Directors(the Board) of the Corporation heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate principal amount of $9,405,000 designated as "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2014 (Arena Project)", dated January 1, 2014, stated to mature on September 1 in each of the years 2024 through 2025 and in the principal amount of$6,425,000 (the Refunded Obligations); and WHEREAS, the Board intends to issue sales tax revenue refunding bonds the proceeds of which will be utilized to provide for the(i)refunding of the Refunded Obligations and(ii)payment of the costs of issuance of the sales tax revenue refunding bonds in a not to exceed aggregate principal amount of$9,700,000; and WHEREAS, pursuant to the provisions of Section 501.213 of the Act, the Board is authorized to issue sales tax revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the deposit of the proceeds from the sale of the sales tax revenue refunding bonds will be deposited directly with any designated escrow agent which is not the depository bank of the Board; and WHEREAS, Section 501.204 of the Act requires the City Council of the City to approve the resolution of the Corporation providing for the issuance of the Bonds not more than sixty (60) days prior to the delivery of the sales tax revenue refunding bonds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 134314188.4 SECTION 1: The Resolution authorizing the issuance of "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Taxable Series 2023 (Arena Project)" in an amount not to exceed $9,700,000 (the Bonds), adopted by the Corporation on January 30, 2023 and submitted to the City Council this day (a copy of which is attached hereto as Exhibit A and incorporated herein by reference for all purposes, the Corporation Resolution), is hereby approved in all respects. The Bonds are being issued to provide for the (i)refunding of the Refunded Obligations and (ii)payment of the costs of their issuance. SECTION 2: The approvals herein given are in accordance with Section 501.204 of the Act, and the Bonds shall never be construed an indebtedness or pledge of the City or the State of Texas (the State), within the meaning of any constitutional or statutory provision, and the owner of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to the Act) or any other revenues of the Corporation, the City, or the State, except those revenues assigned and pledged by the Corporation Resolution. SECTION 3: The City hereby agrees to promptly collect and remit to the Corporation the Gross Sales Tax Revenues(as defined in the Corporation Resolution)in accordance with the terms of the Corporation Resolution and the Act to provide for the prompt payment of the Bonds, and to assist and cooperate with the Corporation in the enforcement and collection of sales and use taxes imposed on behalf of the Corporation. SECTION 4: The Sales Tax Remittance Agreement, dated as of August 1, 2001,between the Corporation and the City (a copy of which is attached hereto as Exhibit B, the Remittance Agreement) provides for the transfer of the Sales Tax (as defined in the Corporation Resolution) from the City to the Corporation for use by the Corporation as security for its bonds issued for the Project(as defined in the Corporation Resolution). As the Bonds refund the Refunded Obligations, which were originally issued to finance the Project, the City hereby finds that the Bonds are also bonds issued for the Project. As a result,the City hereby affirms,ratifies,and approves the validity and enforceability of the Remittance Agreement for so long as the Bonds (or any bonds issued to refund the Bonds) remain outstanding. SECTION 5: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 6: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 7: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8: If any provision of this resolution or the application thereof to any person or circumstance shall be held to be invalid,the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and this City 134314188.4 -2- Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 9: It is officially found, determined, and declared that the meeting at which this resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 10: This Resolution shall be in force and effect from and after its passage on the date shown below. [The remainder of this page intentionally left blank.] 134314188.4 -3- PASSED AND ADOPTED, this the 14th day of February, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 14TH DAY OF FEBRUARY, 2023: City Attorney Exhibit A—Corporation Resolution Exhibit B—Sales Tax Remittance Agreement Signature page to the Resolution of the City S-1 THE STATE OF TEXAS )( COUNTY OF NUECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 14'' day of February, 2023, authorizing the issuance of the Corpus Christi Business and Job Development Corporation's Sales Tax Revenue Refunding Bonds, Taxable Series 2023 (Arena Project), which resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time,place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 14th day of February, 2023. City Secretary (CITY SEAL) Signature page to the Resolution of the City S-2 The foregoing ordinance was read and passed on this the for the 14"'day of February, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the 14th day of February, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature page to the Resolution of the City S-3 EXHIBIT A Corporation Resolution See Tab No. 1 134314188.4 A-1 DRAFT A RESOLUTION AUTHORIZING THE ISSUANCE OF "CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS, TAXABLE SERIES 2023 (ARENA PROJECT)"; PLEDGING CERTAIN "PLEDGED REVENUES" OF THE CORPORATION, INCLUDING "GROSS SALES TAX REVENUES", TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS AND ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE ISSUANCE,PAYMENT, SECURITY AND DELIVERY OF SAID BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS, AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN ESCROW AGREEMENT; COMPLYING WITH THE LETTER OF REPRESENTATIONS WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE BOARD OF DIRECTORS AND CORPORATION STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Corpus Christi Business and Job Development Corporation (the Corporation) is a non-profit corporation created by the City of Corpus Christi, Texas (the City) pursuant to the provisions of the Chapters 501, 502, and 504, as amended, Texas Local Government Code (collectively, the Act) (formerly the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Annotated Texas Civil Statutes); and WHEREAS,pursuant to Subchapter F of Chapter 504 of the Act,the City has levied a sales tax and use tax for the benefit of the Corporation on the receipts from the sale at retail of taxable items within the City and on the use, storage or other consumption within the City of taxable items purchased, leased or rented from a retailer; and WHEREAS, upon the City's receipt of proceeds of such sales and use tax from the Comptroller of Public Accounts of the State of Texas, the City is required pursuant to the provisions of the Sales Tax Remittance Agreement dated August 1, 2001 to deliver the proceeds of such tax to the Corporation for use in carrying out its functions; and WHEREAS,the Board of Directors(the Board)of the Corporation heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate principal amount of $9,405,000 being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this resolution (the Refunded Obligations); and WHEREAS, the Board intends to issue an aggregate principal of$_, in sales tax revenue refunding bonds the proceeds of which will be utilized to provide for the (i)refunding of 134314147.4 the Refunded Obligations and (ii) payment of the costs of issuance of the sales tax revenue refunding bonds; and WHEREAS, pursuant to the provisions of Section 501.213, as amended, Texas Local Government Code, the Board is authorized to issue sales tax revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the proceeds from the sale of the sales tax revenue refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the Board; and WHEREAS,when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose and may not be included in or considered to be an indebtedness of the Corporation for the purpose of a limitation on outstanding indebtedness or for any other purpose; and WHEREAS, The Bank of New York Mellon Trust Company,N.A.,Dallas, Texas currently serves as the paying agent for the Refunded Obligations; and WHEREAS, (which is not the depository bank of the Board) is hereby appointed as the Escrow Agent (hereinafter defined) for the sales tax revenue refunding bonds; and WHEREAS, is hereby also appointed as Paying Agent/Registrar (hereafter defined)for the refunding bonds; and WHEREAS, the Board also hereby finds and determines the refunding of the Refunded Obligations on a taxable basis are in Corporation's best interests; and WHEREAS, the Board also hereby finds and determines that such refunding will result in a net present value loss of$ ( %), and a gross loss of approximately $ , taking into account the Corporation's contribution of$ ; and WHEREAS,the Board hereby finds and determines such sales tax revenue refunding bonds can and should now be issued provided that, as a prerequisite to such issuance, the governing body of the City by official action has first approved the issuance of the Bonds, as required by the Act; and BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION THAT: SECTION 1: Authorization -Designation -Principal Amount-Purpose. Sales tax revenue refunding bonds of the Corporation shall be and are hereby authorized to be issued in the 1343 1 41 47.4 -2- aggregate principal amount of$� to be designated and bear the title"CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS, TAXABLE SERIES 2023 (ARENA PROJECT)" (the Bonds) for the purpose of providing funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the Bonds, in conformity with the Constitution and laws of the State of Texas, particularly the Act. As authorized by Chapter 501 of the Act, which incorporates by reference the powers of a non-profit corporation organized and exiting under the Texas Non-Profit Corporation Act (now codified as Chapter 22, Texas Business Organizations Code) and including Section 22.254, as amended, Texas Business Organizations Code, and the Bylaws of the Corporation the President, Vice President, Secretary, or the Executive Director of the Corporation, as well as the City Manager, Chief Financial Officer, and Director of Finance Services and Procurement of the City (each of the foregoing, individually, a Designated Financial Official), are hereby authorized, appointed, and designated as the officials of the Corporation authorized to individually act on behalf of the Corporation in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Resolution, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, and selection of the Purchasers (defined herein). Each Designated Financial Official, acting for and on behalf of the Corporation, is authorized to execute the Approval Certificate attached hereto as Schedule II. The Bonds shall be issued in the principal amount not to exceed$9,700,000;the maximum maturity of the Bonds will be September 1, 2025; the net effective per annum interest rate shall not exceed a rate greater than 7.0% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code, and the net present value loss shall be not more than 3.0% (exclusive of any Corporation cash contribution and costs of issuance). The Corporation also reserves the right to change the dated date, and to delay the first interest payment date and maturity schedule. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the Corporation to the Purchasers in accordance with the provisions of the Act. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Resolution to reflect such final terms applicable to the Bonds. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities—Interest Rate—Dated Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be dated March 1, 2023 (the Dated Date), and shall be in denominations of $5,000 or any integral multiple thereof, shall be numbered consecutively from One(1)upward and the Bonds shall become due and payable on September 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 1343 1 41 47.4 -3- Years of Principal Interest Stated Maturity Amounts ($) Rates The Bonds shall bear interest on the unpaid principal amounts from the Dated Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the rates per annum shown in the above schedule(calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year, commencing September 1, 2023 (the Interest Payment Date), while the Bonds are Outstanding. SECTION 3: Payment of Bonds-Paying A eg nt/Re isg trar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, or otherwise, shall be payable to the Holder (hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar(hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds. The selection and appointment of to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the Corporation agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto in substantially final form as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the Corporation may prescribe. The Corporation covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution, or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and shall be authorized by law to serve as a Paying Agent/Registrar. The Corporation reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the Corporation agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail,first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, or otherwise, shall be payable only to the registered owner of the Bonds (the 1343 1 41 47.4 -4- Holder or Holders) appearing on the Security Register maintained on behalf of the Corporation by the Paying Agent/Registrar as hereinafter provided(i)on the Record Date(hereinafter defined)for purposes of paying interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The Corporation and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds, shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth(15th) day of the month next preceding the Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register, or(ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled Interest Payment Date, and for thirty (3 0) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Corporation. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date--which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail,first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption. The Bonds stated to mature on September 1, 20 and September 1, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: 1343 1 41 47.4 -5- Term Bonds Term Bonds Stated to Mature on Stated to Mature on September 1, 20 September 1, 20 Principal Principal Year Amount($) Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after September 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the Corporation, on September 1, 20, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45)days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the Corporation shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the Corporation to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the Corporation. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed,the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30)days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States mail, first-class postage prepaid, 1343 1 41 47.4 -6- in the name of the Corporation and at the Corporation's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed,in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the Corporation of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the Corporation to any registered securities depository and to any national information service that disseminates redemption notices. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds(or the principal amount thereof to be redeemed)called for redemption shall cease to accrue and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Resolution. F. Transfer/Exchanze of Bonds. Neither the Corporation nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the Corporation by the President or Vice President, under its seal reproduced or impressed thereon, and attested by the Corporation Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the 1343 1 41 47.4 -7- delivery of the Bonds to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence,that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Corporation shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the Corporation shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof,the same shall be the valid and binding obligations of the Corporation, evidencing the same obligation to pay, and entitled to the same benefits under this Resolution, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the 1343 1 41 47.4 -8- same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally,the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond(s). The Bonds herein authorized shall be issued initially either (i) as a fully registered bond in the total principal amount of $_, with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward(the Initial Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s)or the designee thereof. The Initial Bond(s)shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the Initial Bond(s) to the initial purchaser(s), the Paying Agent/Registrar, upon written instructions from the purchaser(s), or his or their designee, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts, and bearing applicable interest rates for transfer and delivery to the Holders named and at the addresses identified therefor; all in accordance with and pursuant to such written instructions from the initial purchaser(s), or his or their designee, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Resolution and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistent herewith, be established by the Corporation or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 1343 1 41 47.4 -9- B. Form of Bond. REGISTERED PRINCIPAL REGISTERED AMOUNT NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BOND, TAXABLE SERIES 2023 (ARENA PROJECT) Dated Date: Interest Rate: Stated Maturity: CUSIP No.: March 1, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Corpus Christi Business and Job Development Corporation (hereinafter referred to as the Corporation), a non-profit industrial development corporation organized and existing under the laws of the State of Texas, including Chapters 501, 502, 504, as amended, Texas Local Government Code (the Act), with its principal office located in the City of Corpus Christi, Texas (the City), for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, solely from the revenues hereinafter defined, on the Stated Maturity date specified above,the Principal Amount stated above and to pay interest on the unpaid Principal Amount hereof from the Dated Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 in each year, commencing September 1, 2023. Principal of this Bond shall be payable to the Registered Owner hereof(the Holder), upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Resolution hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date,which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of $_, (herein referred to as the Bonds) for the purpose of providing funds for the 1343 1 41 47.4 -10- (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the Bonds,in conformity with the Constitution and laws of the State of Texas,including Chapters 501, 502, and 504, as amended, Texas Local Government Code, and pursuant to a Resolution adopted by the governing body of the Corporation(herein referred to as the Resolution). The Bonds stated to mature on September 1, 20 and September 1, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on September 1, 20 September 1, 20 Principal Principal Year Amount($) Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As specified in the Resolution, the Bonds stated to mature on and after September 1, 20 may be redeemed prior to their Stated Maturities, at the option of the Corporation, on September 1, 20, or on any date thereafter,in whole or in part in principal amounts of$5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Bonds to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Resolution. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of$5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without 1343 1 41 47.4 _11- charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Resolution for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption,in whole or in part,the Corporation or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds are payable solely from and equally and ratably secured by a lien on and pledge of the Pledged Revenues received by the Corporation, including the receipts from the Sales Tax levied for the benefit of the Corporation pursuant to the Act and an election held in the City. The Bonds do not constitute a legal or equitable,pledge, charge,lien or encumbrance upon any property of the Corporation or the City, except with respect to the Pledged Revenues. This Bond may not be paid in whole or in part from any property taxes raised or to be raised by the City and is not a debt of and does not give rise to a claim for payment against the City, except as to the Gross Sales Tax Revenues held by the City and required under the Act to be paid over to the Corporation. Neither the State of Texas, the City or any political corporation, subdivision or agency of the State of Texas shall be obligated to pay this Bond or the interest hereon and neither the faith and credit nor the taxing power of the State of Texas, the City or any other political corporation, subdivision or agency thereof is pledged to the payment of the principal of and interest on this Bond, except as noted above. Subject to satisfying the terms and conditions prescribed therefor, the Corporation has reserved the right to issue additional revenue obligations payable, in whole or in part, from the Pledged Revenues and equally and ratably secured in the same manner and to the same extent as the Bonds. Reference is hereby made to the Resolution, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Bonds; the Pledged Revenues pledged to the payment of the principal of and interest on the Bonds; the nature and extent and manner of enforcement of the lien and pledge securing the payment of the Bonds; the terms and conditions for the issuance of additional revenue obligations; the terms and conditions relating to the transfer or exchange of this Bond;the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms and provisions upon which the liens, pledges, charges and covenants 1343 1 41 47.4 -12- made therein may be discharged at or prior to the Stated Maturity of this Bond, and this Bond deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein have the same meanings assigned in the Resolution. This Bond, subject to certain limitations contained in the Resolution, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by,the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner for all other purposes, and neither the Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of non-payment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment(a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the Corporation. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented, and covenanted that the Corporation is a non- profit industrial development corporation duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas, including the Act; that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the Corporation have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Resolution, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the Pledged Revenues as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Resolution shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF,the Board of Directors of the Corporation has caused this Bond to be duly executed under the official seal of the Corporation as of the Dated Date. 1343 1 41 47.4 -13- CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION President, Board of Directors ATTEST: Secretary, Board of Directors (CORPORATION SEAL) [The remainder of this page intentionally left blank.] 1343 1 41 47.4 -14- C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Bonds only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Bonds D. *Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued in the name of the Registered Owner shown above under the provisions of the within-mentioned Resolution; the Bond or Bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 1343 1 41 47.4 -15- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 1343 1 41 47.4 -16- F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the bond the headings "Interest Rate " and "Stated Maturity " shall both be completed"As Shown Below"; (2) the first two paragraphs shall be amended to read as follows: The Corpus Christi Business and Job Development Corporation (hereinafter referred to as the Corporation), a non-profit industrial development corporation organized and existing under the laws of the State of Texas, including Chapters 501, 502, and 504, as amended, Texas Local Government Code (the Act), with its principal office located in the City of Corpus Christi, Texas (the City), for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, solely from the revenues hereinafter identified, on the first day of September in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Year of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing September 1, 2023. Principal of this Bond shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the Corporation or the Purchasers for the Bonds, the Definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the insurer. 1343 1 41 47.4 -17- SECTION 9: Definitions. For all purposes of this Resolution (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Section 40 of this Resolution have the meanings assigned to them in Section 40 of this Resolution, and all such terms, include the plural as well as the singular; (ii) all references in this Resolution to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Resolution as originally adopted; and (iii)the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Section or other subdivision. A. The term Act shall mean the Chapters 501, 502, and 504, as amended, Texas Local Government Code (formerly the Development Corporation Act of 1979, as amended, Texas Revised Civil Statutes Annotated Article 5190.6), and, as applicable, the Texas Non-Profit Corporation Act(Chapter 22, as amended, Texas Business Organizations Code)whose powers are incorporated by reference under Section 501.054, as amended, Texas Local Government Code. B. The term Additional Obligations shall mean bonds, notes or other evidences of indebtedness which the Corporation reserves the right to issue or enter into, as the case may be, in the future in accordance with the terms and conditions provided in Section 17 hereof and which, together with the Bonds, are equally and ratably secured by a first and prior pledge of and claim on the Pledged Revenues under the terms of this Resolution and a Supplemental Resolution. C. The term Annual Debt Service shall mean, as of a particular date of computation and with respect to a particular Fiscal Year and to any Outstanding Parity Obligations, an amount of money equal to the aggregate of all interest payable during such Fiscal Year on all bonds of said series Outstanding on said date, plus all principal installments payable during such Fiscal Year with respect to all bonds of said series Outstanding on said date of computation, and less the portion of such principal and/or interest that the Corporation expects will be paid from the proceeds of debt or such other lawfully available funds of the Corporation to be utilized for such purpose, all calculated on the assumption that the bonds of said series will cease to be Outstanding by reason of the payment when due of principal installments payable at or after said date of computation with respect to the bonds of said series in accordance with this Resolution or the resolution or resolutions authorizing any series of Additional Obligations. D. The term Applicable Law shall mean the Act and all other laws or statutes, rules or regulations of the State of Texas or the United States of America which govern the Corporation or its property. E. The term Average Annual Debt Service Requirements shall mean, as of any particular date of computation,the aggregate of the Annual Debt Service of the Outstanding Parity Obligations divided by the number of years from the date of computation to the date of which the last Outstanding Parity Obligations matures. For purposes of this computation, a fraction of a year will be considered a full year. F. The term Board shall mean the Board of Directors of the Corporation. 1343 1 41 47.4 -18- G. The term Bonds shall mean the "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Taxable Series 2023 (Arena Project)", dated March 1, 2023, authorized by this Resolution. H. The term City shall mean the City of Corpus Christi, Texas. I. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment of the agreed purchase price for the Bonds. J. The term Corporation shall mean the Corpus Christi Business and Job Development Corporation, a non-profit industrial development corporation organized and existing under and pursuant to the laws of the State of Texas, including the Act, with its principal place of business in Nueces County, Texas. K. The term Debt Service shall mean as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Corporation as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear, or would have borne, interest at the maximum legal per annum rate applicable to such obligations, and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to maturity, the principal amounts thereof will be redeemed prior to maturity in accordance with the mandatory redemption provisions applicable thereto. L. The term Depository shall mean a commercial bank or other qualified financial institution eligible and qualified to serve as the custodian of the Corporation's monetary accounts and funds. M. The term Designated Financial Official shall mean the President, Vice President, Secretary, the Executive Director of the Corporation, the City Manager of the City, the Chief Financial Officer of the City, and/or the Director of Finance Services and Procurement of the City. N. The term Fiscal Year shall mean the twelve month financial accounting period used by the Corporation ending September 30 in each year, or such other twelve consecutive month period established by the Corporation. O. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or 1343 1 41 47.4 -19- (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. P. The term Gross Sales Tax Revenues shall mean all of the revenues or receipts due or owing to, or collected or received by or on behalf of the Corporation by the City or otherwise pursuant to Subchapter F of Chapter 504 of the Act and the election held November 7, 2000, less any amounts due and owed to the Comptroller of Public Accounts of the State of Texas as charges for the collection of the Sales Tax or retention by the Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such charges and retention are authorized or required by Applicable Law. Q. The term Outstanding when used in this Resolution with respect to Bonds or Parity Obligations, as the case may be, means, as of the date of determination, all Bonds and Parity Obligations theretofore sold, issued and delivered by the Corporation, except: (1) those Bonds or Parity Obligations canceled or delivered to the transfer agent or registrar for cancellation in connection with the exchange or transfer of such obligations; (2) those Bonds or Parity Obligations paid or deemed to be paid in accordance with the provisions of Section 23 hereof or similar provisions of any Supplemental Resolution authorizing the issuance of Additional Obligations. (3) those Bonds or Parity Obligations that have been mutilated, destroyed, lost, or stolen and replacement obligations have been registered and delivered in lieu thereof. R. The term Parity Obligations shall mean collectively, the Bonds and any Additional Obligations. S. The term Pledged Revenues shall mean collectively (i) Gross Sales Tax Revenues from time to time deposited or owing to the Revenue Fund, and (ii) such other money, income, revenue, receipts or other property as may be specifically dedicated, pledged or otherwise encumbered in a Supplemental Resolution for the payment and security of Parity Obligations. T. The term Project shall mean the, generally, improvement and enhancement of the downtown Arena, and the payment of other costs necessary or incident to the construction of such improvements as permitted by the proposition approved at the November 7, 2000 election, for the specific purpose of the promotion and encouragement of employment and the public welfare. U. The term Required Reserve shall mean the amount required to be accumulated and maintained in the Reserve Fund under the provisions of Section 13 hereof. V. The term Sales Tax shall mean the local sales and use tax authorized under Subchapter F of Chapter 504 of the Act, approved at an election held on November 7, 2000, and the effective date for the imposition and application of such Sales Tax within the corporate limits of the City by the Comptroller of Public Accounts of the State of Texas being April 1, 2001, together with any increases in the rate of such Sales Tax authorized and provided by Applicable Law. 1343 1 41 47.4 -20- W. The term Supplemental Resolution shall mean any resolution of the Board supplementing this Resolution for the purpose of authorizing and providing the terms and provisions of the Bonds or Additional Obligations, or supplementing or amending this Resolution for any other authorized purpose permitted in Section 17, 18 or 19 hereof, including resolutions authorizing the issuance of Additional Obligations or pledging and encumbering income,revenues, receipts or property other than the Gross Sales Tax Revenues to the payment and security of the Parity Obligations. X. The term Surety Bond-includes a surety bond, insurance policy, letter of credit, or other agreement or instrument whereby the issuer is obligated to provide funds up to and including the maximum amount and under the conditions specified in such agreement or instruments. SECTION 10: Pledge. A. The Corporation hereby covenants and agrees that the Pledged Revenues, with the exception of those in excess of the amounts required for the payment and security of the Parity Obligations, are hereby irrevocably pledged to the payment and security of the Parity Obligations, if issued, including the establishment and maintenance of the special funds created and established in this Resolution and any Supplemental Resolution, all as hereinafter provided. The Corporation hereby resolves that the Parity Obligations shall constitute a lien on the Pledged Revenues in accordance with the terms of this Resolution and any Supplemental Resolution, which lien shall be valid and binding without any further action by the Corporation and without any filing or recording with respect thereto except in the records of the Corporation. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Pledged Revenues granted by the Corporation under subsection (A) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the Corporation is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in this pledge, the Board agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11: Revenue Fund. The Corporation hereby confirms the prior establishment and agrees and covenants to maintain a fund or account at a Depository for the deposit of the Pledged Revenues as received by the Corporation, which fund or account shall be known on the books and records of the Corporation as the"Revenue Fund". All Pledged Revenues deposited to the credit of such Fund shall be accounted for separate and apart from all other revenues, receipts and income of the Corporation and,with respect to the Gross Sales Tax Revenues, the Corporation shall further account for such funds separate and apart from the other Pledged Revenues deposited to the credit of the Revenue Fund. All Pledged Revenues deposited to the credit of the Revenue Fund shall be appropriated and expended to the extent required by this Resolution and any Supplemental Resolution for the following uses and in the order of priority shown: 1343 1 41 47.4 -21- First: To the payment of the amounts required to be deposited in the Bond Fund for the payment of Debt Service on the Parity Obligations as the same becomes due and payable; Second: To the payment of the amounts required to be deposited in the Reserve Fund to establish and maintain the Required Reserve in accordance with the provisions of this Resolution and any Supplemental Resolution; Third: To the payment of amounts required to be deposited in any other fund or account required by any Supplemental Resolution authorizing the issuance of Parity Obligations; and Fourth: To any fund or account held at any place or places, or to any payee, required by any other resolution of the Board which authorized the issuance of obligations or the creation of debt of the Corporation having a lien on the Pledged Revenues subordinate to the lien created herein on behalf of the Parity Obligations. Any Pledged Revenues remaining in the Revenue Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other lawful purpose now or hereafter permitted by Applicable Law, including,but not limited to,the monthly transfer of any such funds to the City to pay maintenance and operating expenses of the Project (which includes the specific fund heretofore created and maintained by the City, and hereby ratified and confirmed, for such purpose and herein referred to as the Project Improvement and Coverage Fund). SECTION 12: Bond Fund - Surplus Bond Proceeds. For the purpose of providing funds to pay the principal of and interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate and special account or fund on the books and records of the Corporation known as"Corpus Christi Business and Job Development Corporation Sales Tax Revenue Bonds Interest and Sinking Fund (Arena Project)" (the Bond Fund), and all money deposited to the credit of such Fund shall be held in a special banking fund or account maintained at a Depository of the Corporation. The Corporation covenants that there shall be deposited into the Bond Fund prior to each principal and interest payment date from the Pledged Revenues an amount equal to one hundred percent(100%) of the interest on and the principal of the Bonds then stated to mature and payable, and such deposits to pay principal and accrued interest on the Bonds shall be made in substantially equal monthly installments on or before (i)the 25th day of each month beginning on or before the 25th day of the month next following the delivery of the Bonds to the initial purchasers thereof. The required deposits to the Bond Fund for the payment of principal of and interest on the Bonds shall continue to be made as hereinabove provided until (i)the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Parity Obligations (principal and interest) then Outstanding or (ii)the Bonds are no longer Outstanding. 1343 1 41 47.4 -22- Accrued interest,if any,received from the issuance of any Parity Obligations shall be taken into consideration and shall reduce the amount of the monthly deposits hereinabove required to be deposited into the Bond Fund from the Pledged Revenues. Additionally, any proceeds of the Bonds, if any, not required to construct or renovate the Project shall be deposited into the Bond Fund and shall be taken into consideration and shall reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Pledged Revenues. Lastly, any interest income transferred to the Bond Fund from the Reserve Fund or the Revenue Fund shall reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Pledged Revenues. SECTION 13: Reserve Fund. To accumulate and maintain a reserve for the payment of the Parity Obligations equal to 125% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the Board at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Obligations)for the Parity Obligations(the Required Reserve Amount),the Corporation hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the Revenue Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Parity Obligations, when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Parity Obligations. The Corporation may acquire a Surety Policy or Policies issued by a Surety Provider in amounts equal to all or part of the Required Reserve Amount for the Parity Obligations in lieu of depositing cash into the Reserve Fund; provided, however, that no such Surety Policy may be so substituted unless the substitution of the Surety Policy will not, in and of itself, cause any ratings then assigned to the Parity Obligations by any Rating Agency to be lowered and the resolution authorizing the substitution of the Surety Policy for all or part of the Required Reserve Amount for the Parity Obligations contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the Corporation by reason of payments made under such Surety Policy does not exceed the highest lawful rate of interest which may be paid by the Corporation at the time of the delivery of the Surety Policy. The Corporation reserves the right to use Gross Sales Tax Revenues to fund the payment of(1)periodic premiums on the Surety Policy as a part of the payment of the Corporation's maintenance and operating expenses, and (2) any repayment obligation incurred by the Corporation (including interest)to the Surety Provider, the payment of which will result in the reinstatement of such Surety Policy, prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Parity Obligations. Until the issuance of any Additional Obligations (or as from time to time recalculated by the Board as provided in the first paragraph of this Section), the Required Reserve Amount is $ This amount shall be deposited to the Reserve Fund at such time as may be required 1343 1 41 47.4 -23- pursuant to the provisions of this section from Revenues,paid from the Revenue Fund at such level of priority as specified in Section 11, by the deposit of monthly installments, made on or before the business day before the first day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Obligations, or, at the option of the Corporation, by the deposit of monthly installments, made on or before the business day before the first day of each month following the month of delivery of the then proposed Additional Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Obligations then being issued(or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount(other than as the result of the issuance of Additional Obligations as provided in the preceding paragraph),the Corporation covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the Corporation to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the business day before the 25th day of each month until the Required Reserve Amount has been fully restored. The Corporation further covenants and agrees that, subject only to the prior payments to be made to the Debt Service Fund, the Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Resolution and any other resolution pertaining to the issuance of Additional Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the Board may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the Corporation for any other lawful purpose; provided, however, to the extent that such excess amount represents Parity Obligation proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable Texas law. In the event a Surety Policy issued to satisfy all or a part of the Corporation's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Parity Obligations, the Board may transfer such excess amount to any fund or funds established for the payment of or security for the Parity Obligations (including any escrow established for the final payment of any such obligations pursuant to the 1343 1 41 47.4 -24- provisions of Chapter 1207, as amended, Texas Government Code), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Parity Obligation proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable Texas law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Pledged Revenues for each Fiscal Year are equal to at least 135% of the Average Annual Debt Service Requirements. In the event that the Pledged Revenues for any two consecutive Fiscal Years are less than 135% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the Corporation will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of(i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Pledged Revenues for a Fiscal Year have been equal to not less than 135% of the Average Annual Debt Service Requirements. In making a determination that the Corporation has satisfied the coverage requirements necessary to prevent the triggering of a requirement to fund the Reserve Fund, the Corporation may consider in its calculations uncommitted or unrestricted amounts on deposit in the Project Improvement and Coverage Fund. SECTION 14: Deficiencies. If on any occasion there shall not be sufficient Pledged Revenues to make the required deposits into the Bond Fund or Reserve Fund, such deficiency shall be cured as soon as possible from the next available Pledged Revenues, or from any other sources lawfully available for such purpose. SECTION 15: Payment of Bonds. While any of the Bonds are Outstanding, any Designated Financial Official shall cause to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund, and, if necessary, in the Reserve Fund, amounts sufficient to fully pay and discharge promptly as each installment of interest and principal of the Bonds accrues or matures; such transfer of funds to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date of payment for the Bonds. SECTION 16: Investment of Funds - Valuation - Transfer of Investment Income. A. Money in the Revenue Fund, the Bond Fund, and the Reserve Fund may, at the option of the Corporation, be invested in time deposits or certificates of deposit secured in the manner required by law for public funds, or be invested in direct obligations of, including obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in obligations of any agencies or instrumentalities of the United States of America or as otherwise permitted by state law including, but not limited to, the Public Funds Investment Act, as amended, Chapter 2256, as amended, Texas Government Code, or any successor provision of law, as in effect from time to time; provided that all such deposits and investments shall be made in such manner (which may include repurchase agreements for such investments with any national bank) that the money required to be expended from any fund will be available at the proper time or times, and provided further that in no event shall such deposits 1343 1 41 47.4 -25- or investments of money in the Reserve Fund mature later than the final maturity date of the Parity Obligations. All such investments shall be valued in terms of current market value no less frequently than the last business day of the Corporation's Fiscal Year, except that any direct obligations of the United States of America - State and Local Government Series shall be continuously valued at their par value or principal face amount. Any obligation in which money is so invested shall be kept and held at the Depository, except as hereinafter provided. For purposes of maximizing investment returns, money in such funds may be invested, together with money in other funds or with other money of the Corporation, in common investments of the kind described above, or in a common pool of such investment which shall be kept and held at the Depository, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such fund are held by or on behalf of each such fund. If necessary, such investments shall be promptly sold to prevent any default. B. All interest and income derived from such deposits and investments (other than interest and income derived from deposits to the Reserve Fund if the Reserve Fund does not contain the Required Reserve Amount) shall be credited to the Bond Fund and be treated as provided in Section 12 hereof. SECTION 17: Issuance of Additional Obligations. Subject to the provisions hereinafter appearing as to conditions precedent which must be satisfied, the Corporation reserves the right to issue, from time to time as needed, Additional Obligations for any lawful purpose. Such Additional Obligations may be issued in such form and manner as the Corporation shall determine, provided, however, prior to issuing or incurring such Additional Obligations, the following conditions precedent for the authorization and issuance of the same are satisfied: A. Except for a refunding to cure a default or the deposit of all or a portion of the proceeds of any Additional Obligations to satisfy the Corporation's obligations under this Resolution, the Executive Director of the Corporation (or other officer of the Corporation then having the primary responsibility for the financial affairs of the Corporation) shall have executed a certificate stating that, to the best of his or her knowledge and belief, the Corporation is not then in default as to any covenant, obligation or agreement contained in the Resolution or a Supplemental Resolution. B. The Executive Director of the Corporation has certified that, according to the books and records of the Corporation, the Gross Sales Tax Revenues received by the Corporation for either (i)the last completed Fiscal Year next preceding the adoption of the Supplemental Resolution authorizing the issuance of the proposed Additional Obligations or(ii) any twelve (12) consecutive months out of the previous eighteen (18) months next preceding the adoption of the Supplemental Resolution authorizing the Additional Obligations were equal to not less than 1.25 times the average annual Debt Service requirements for all Parity Obligations then Outstanding and after giving effect to the issuance of the Additional Obligations then being issued. 1343 1 41 47.4 -26- C. The Required Reserve to be accumulated and maintained in the Reserve Fund is increased to the extent required by Section 13 or such increase in the Required Reserve is provided in whole or in part by a Surety Bond or as otherwise permitted to be funded under Section 13. SECTION 18: Refunding Bonds. The Corporation reserves the right to issue refunding bonds to refund all or any part of the Outstanding Parity Obligations, pursuant to any Applicable Law then available, upon such terms and conditions as the Board of Directors may deem to be in the best interest of the Corporation, and if less than all such Outstanding Parity Obligations are refunded, the conditions precedent prescribed for the issuance of Additional Obligations set forth in Section 17 of this Resolution shall be satisfied and the Executive Director's certificate or opinion required in subparagraph B shall give effect to the Debt Service requirements of the proposed refunding bonds (but shall not give effect to the Debt Service requirements of the bonds being refunded following their cancellation or provision being made for their payment); provided that, if after giving effect to any such partial refunding the average annual Debt Service requirements for all Outstanding Parity Obligations will be reduced, then the test set forth in subparagraph B clause (ii) of Section 17 shall be applied by substituting "1.00" for"1.25". SECTION 19: Right to Create Subordinate Debt. Except as may be limited by a Supplemental Resolution, the Corporation shall have the right to issue or create any debt payable from or secured by a lien on all or any part of the Gross Sales Tax Revenues included in Pledged Revenues for any lawful purpose without complying with the provisions of Section 17 or 18 hereof, provided the pledge and the lien securing such debt is subordinate to the pledge and lien established, made and created in Section 10 of this Resolution with respect to the Pledged Revenues to the payment and security of the Parity Obligations. SECTION 20: Confirmation and Lew of Sales Tax. (a) The Board hereby represents that the City has duly complied with the provisions of the Act for the levy of the Sales Tax at the rate voted at the election held by and within the City on November 7, 2000, and such Sales Tax is being imposed within the corporate limits of the City and the receipts of such Sales Tax are being remitted to the City by the Comptroller of Public Accounts on a monthly basis. (b) While any Bonds are Outstanding, the Corporation covenants, agrees and warrants to take and pursue all action permissible to cause the Sales Tax, at said rate or at a higher rate if legally permitted, to be levied and collected continuously, in the manner and to the maximum extent permitted by law, and to cause no reduction, abatement or exemption in the Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of this Section to be ordered or permitted while any Bonds shall remain Outstanding. (c) If hereafter authorized by law to apply, impose and levy the Sales Tax on any taxable items or transactions that are not subj ect to the Sales Tax on the date of the adoption hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts to cause the City to take such action as may be required to subject such taxable items or transactions to the Sales Tax. (d) The Corporation agrees to take and pursue all action legally permissible to cause the Sales Tax to be collected and remitted and deposited as herein required and as required by the Act, at the earliest and most frequent times permitted by Applicable Law. 1343 1 41 47.4 -27- (e) The Corporation agrees to use its best efforts to cause the City to comply with the Act and shall cause the Gross Sales Tax Revenues to be deposited to the credit of the Revenue Fund in their entirety immediately upon receipt by the City. In the alternative and if legally authorized, the Corporation shall, by appropriate notice, direction, request or other legal method, use its good-faith efforts to cause the Comptroller of Public Accounts of the State of Texas to pay all Gross Sales Tax Revenues directly to the Corporation for deposit to the Revenue Fund. SECTION 21: Records and Accounts. The Corporation hereby covenants and agrees that while any of the Bonds are Outstanding, it will keep and maintain complete records and accounts in accordance with generally accepted accounting principles, and following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Each such audit,in addition to whatever other matters may be thought proper by the accountant, shall particularly include the following: A. A statement in reasonable detail regarding the receipt and disbursement of the Pledged Revenues for such Fiscal Year; and B. A balance sheet for the Corporation as of the end of such Fiscal Year. Such annual audit of the records and accounts of the Corporation shall be in the form of a report and be accompanied by an opinion of the accountant to the effect that such examination was made in accordance with generally accepted auditing standards and contain a statement to the effect that in the course of making the examination necessary for the report and opinion, the accountant obtained no knowledge of any default of the Corporation on the Bonds or in the fulfillment of any of the terms, covenants or provisions of this Resolution, or under any other evidence of indebtedness, or of any event which, with notice or lapse of time, or both, would constitute a failure of the Corporation to comply with the provisions of this Resolution or if, in the opinion of the accountants, any such failure to comply with a covenant or agreement hereof, a statement as to the nature and status thereof shall be included. The audits herein required shall be made within 180 days following the close of each Fiscal Year insofar as is possible. The Holders of any Bonds or any duly authorized agent or agents of such Holders shall have the right to inspect such records, accounts and data of the Corporation during regular business hours. SECTION 22: Representations as to Security for the Bonds. (a) The Corporation represents and warrants that, upon issuance and except for the Parity Obligations, the Pledged Revenues are and will be and remain free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Resolution except as expressly provided herein. (b) The Bonds and the provisions of this Resolution are and will be the valid and legally enforceable obligations of the Corporation in accordance with their terms and the terms of this 1343 1 41 47.4 -28- Resolution, subject only to any applicable principles of sovereign immunity and bankruptcy or insolvency laws or to any laws affecting creditors' rights generally. (c) The Corporation shall at all times, to the extent permitted by Applicable Law, defend, preserve and protect the pledge of the Pledged Revenues and all the rights of the Holders against all claims and demands of all persons whomsoever. (d) The Corporation will take, and use its best efforts to cause the City to take, all steps reasonably necessary and appropriate to collect all delinquencies in the collection of the Sales Tax to the fullest extent permitted by Applicable Law. (e) The provisions, covenants, pledge and lien on and against the Pledged Revenues, as herein set forth, are established and shall be for the equal benefit, protection and security of the owners and holders of Parity Obligations without distinction as to priority and rights under this Resolution. (f) The Parity Obligations shall constitute limited and special obligations of the Corporation, payable solely from, and equally and ratably secured by a parity pledge of and lien on, the Pledged Revenues, and not from any other revenues, properties or income of the Corporation. The Bonds may not be paid in whole or in part from any property taxes raised or to be raised by the City and shall not constitute debts or obligations of the State of Texas or of the City, and the Holders, shall never have the right to demand payment out of any funds raised or to be raised by any system of ad valorem taxation. SECTION 23: Satisfaction of Obligation of Corporation. If the Corporation shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the Pledged Revenues under this Resolution and all covenants, agreements, and other obligations of the Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity, or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have,in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability,without reinvestment, of sufficient money,together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s)thereof, at the Stated Maturity thereof or(if notice of redemption has been duly given or waived or if irrevocable arrangements thereof acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Bonds. In the event of a gross defeasance of the Bonds,the Corporation shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or 1343 1 41 47.4 -29- Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The Corporation covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 26 hereof). Any money so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Corporation or deposited as directed by the Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three(3)years after the Stated Maturity or applicable redemption date of the Bonds, such money was deposited and is held in trust to pay shall upon the request of the Corporation be remitted to the Corporation against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Resolution to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the Corporation expressly reserves the right to call the defeased Bonds for redemption; (2)gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i)or(ii)above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 24: Resolution a Contract- Amendments. This Resolution shall constitute a contract with the Holders from time to time, be binding on the Corporation, and shall not be amended or repealed by the Corporation while any Bond remains Outstanding except as permitted in this Section. The Corporation, may, without the consent of or notice to any Holders, from time to time and at any time, amend this Resolution in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Corporation may, with the written consent from the owners holding a majority in aggregate principal amount of the Parity Obligations then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Resolution; provided that, without the written consent of all Holders of Outstanding Bonds effected, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Parity Obligation over any other Parity Obligation, or (3)reduce the aggregate principal amount of Bonds or Parity Obligations, as the case may be, required to be held for consent to any such amendment, addition, or rescission. 1343 1 41 47.4 -30- SECTION 25: Mutilated -Destroyed -Lost and Stolen Bonds. In case any Bond shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the Corporation and after (i)the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the authenticity of the ownership thereof and (ii)the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the Corporation and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, or destroyed, lost or stolen. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 26: Reserved. SECTION 27: Events of Default and Remedies. A. Events of Default. Under this Resolution, each of the following occurrences or events is an"Event of Default": (1) The failure to make payment of the principal of, or interest on, any of the Parity Obligations or when the same is due and payable; (2) The failure to make a deposit in the Bond Fund or Reserve Fund, in the amounts and at the times required by Sections 12 and 13, respectively and the continuation of such failure for a period of 30 days; (3) Default in the performance or observance of any covenant, agreement or obligation of the Corporation under this Resolution (other than those in clauses (1) and (2) of this Section (A),which such default materially and adversely affects the rights of the Holders and the continuation thereof for a period of sixty (60) days after written notice specifying such default has been provided to the Corporation by or on behalf of the Holders and requesting that the default be remedied; provided that such sixty (60) day period shall not include any period of time during which the Corporation or the Board is prevented by reason of Force Majeure (as defined below) at the time from performing or observing the covenant, condition or agreement with respect to which any default exists but during which the Corporation is diligently attempting to cure such default; 1343 1 41 47.4 -31- (4) An order of relief shall be issued by the Bankruptcy Court of the United States District Court having jurisdiction, granting the Corporation any relief under any Applicable Law relating to the bankruptcy of governmental units of the State of Texas, or any other court having valid jurisdiction shall issue an order or decree under applicable federal or state law providing for the appointment of a receiver, liquidator, assignee, trustee, sequestrator, or other similar official for the Corporation or any substantial part of its property, affairs or assets, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (5) The Corporation shall have consented to the institution of proceedings in bankruptcy against it, or shall have consented to the institution of any insolvency proceeding against it under any federal or state insolvency laws, or shall have consented to the filing of any petition, application or complaint seeking the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Corporation or of any substantial part of its property, affairs or assets. For purposes of this Resolution, "Force Majeure" means any act of God or the public enemy; strike, lockout, work slowdown or stoppage or other labor dispute; insurrection, riot or other civil disturbance; order of the government of the United States or of any state thereof or order of any other civil or military authority;failure of a public utility; or other condition or event beyond the reasonable control of the Corporation or the Board, other than a financial condition, business condition or condition or event constituting frustration of purpose. B. Remedies for Event of Default. (1) Upon the occurrence and continuance of any Event of Default, the Paying Agent/Registrar may (a)proceed against the Corporation for the purpose of protecting and enforcing the rights of all of the Holders under this Resolution, by action seeking mandamus or by other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by Applicable Law,including, but not limited to,the specific performance of any covenant or agreement contained herein, or injunction, or,in the appropriate case,for the appointment of a receiver(with the powers established in Section 501.157 of Chapter 501 of the Act) or administrator of the affairs, properties and assets of the Corporation seeking the better management of the affairs of the Corporation in order to increase the likelihood that such default will be cured and that all Bonds will be thereafter paid in a timely manner and in full, and (b) exercise any other rights and remedies available under Applicable Law (including, without limitation, any available to a secured party under the uniform commercial code). (2) From and after the 30th day after any Event of Default under this Resolution (for which a remedy is required or is sought under subsection (1)) has been cured, the Corporation will be restored to its former position under this Resolution prior to such default. Any proceedings theretofore commenced for relief are to be abandoned and dismissed by the Paying Agent/Registrar within 30 days after such default has been cured. 1343 1 41 47.4 -32- (3) The right to accelerate the maturity of any Bond is not granted in this Resolution. C. Restriction on Holder's Action. (1) Except as provided in subsections (2) and (3) of this Section 27.C, all remedies available upon an Event of Default shall be exercised solely by the Paying Agent/Registrar, on behalf of the Holders of all Outstanding Bonds, and no Holder of any Outstanding Bonds has any right to institute any suit, action or proceeding at law or in equity for the enforcement of any provision of this Resolution, the execution of any lien or security interest provided by this Resolution or for any other remedy under this Resolution, unless: (a) such Holder shall have previously given to the Paying Agent/Registrar written notice of the happening of an Event of Default; (b) the Holders of at least 25% in principal amount of the Bonds then Outstanding shall have (A)filed a written request with the Paying Agent/Registrar, and shall have offered the Paying Agent/Registrar reasonable opportunity to exercise the powers available under this Resolution or Applicable Law or to institute such action, suit or proceeding in the Paying Agent/Registrar's own name, and (B) offered to the Paying Agent/Registrar security and indemnity satisfactory to the Paying Agent/Registrar against the costs, expenses and liabilities to be incurred in connection with such suit, action or proceeding; and (c) the Paying Agent/Registrar shall have refused to comply with such request for a period of 60 days after receipt by it of such notice, request and offer of indemnity; provided that, no Holder of Bonds shall have any right in any manner whatever by his action to affect, disturb or prejudice the pledge and security interests created by this Resolution, except in the manner herein provided and,further provided that, all proceedings at law or in equity to enforce any provisions of this Resolution shall be instituted or maintained in the manner provided in this Resolution and for the equal benefit of all Holders of the Outstanding Bonds. (2) Any Holder of Bonds has the right individually and in his own name to (a) enforce a Paying Agent/Registrar's obligation to make payment of Bonds when due from funds available therefor,and(b)perfect such Holder's claim on the Pledged Revenues for matured and unpaid amounts by direct action on his Bond. (3) During any period in which all Bonds Outstanding under this Resolution shall be owned by a single Holder, such Holder may proceed to enforce all rights and remedies available hereunder without regard to the restrictions set forth in this Section 27.C. D. Application of Pledged Revenues and Other Money After Default. 1343 1 41 47.4 -33- (1) During the continuance of an Event of Default, all money, securities, funds and the Pledged Revenues and the income therefrom which are received by the Paying Agent/Registrar under this Resolution shall be applied by the Paying Agent/Registrar as follows and in the following order: (a) to the payment of amounts then due to the Paying Agent/Registrar; (b) to the payment ratably of all unpaid installments of interest then due on the Outstanding Bonds,without discrimination or preference among the Holders entitled to such payment; (c) to the payment of all principal and premium, if any, then due on the Outstanding Bonds, together with interest on such overdue principal from the respective dates upon which such principal became due, and if the amount available is not sufficient to pay in full such amounts on any particular date, then to the payment ratably according to the amount of principal due on such date, without discrimination or preference among the Holders entitled to such payment; (d) to the extent that the principal of all of the Bonds shall not have become due and payable,to make the deposits in the Bond Fund and Reserve Fund, in the amounts and in the order of priority required by Section 12 hereof, and if the amount available is not sufficient to make all such deposits in full, then such deposits shall be made ratably among such funds or accounts, subject to the priority given to the Bond Fund over the Reserve Fund and to each of such funds over any other funds or accounts. (2) Within ten(10)days of receipt of such good and available funds,the Paying Agent/Registrar may fix a record and payment date for any payment to be made to Holders pursuant to this Section. (3) The restoration of the Corporation to its prior position after any and all Events of Default have been cured, does not extend to or affect any subsequent default under this Resolution or impair any right consequent thereon. E. Notice of Event of Default. The Corporation is required to promptly give to the Paying Agent/Registrar, notice of each Event of Default under this Resolution, unless such Event of Default shall have been remedied or cured before the giving of such notice. SECTION 28: Notices and Other Communications. A. All notices, consents, approvals, requests and other communications under this Resolution or with respect to the Bonds under this Resolution shall be in writing and delivered by registered or certified mail, return receipt, postage paid, by facsimile or other electronic transmission, or by express or personal delivery, addressed as follows: (1) if to the Paying Agent/Registrar, at the address specified in the Paying Agent/Registrar Agreement. 1343 1 41 47.4 -34- (2) if to the Corporation; at: Corpus Christi Business and Job Development Corporation c/o City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 Attention: Executive Director B. A duplicate of each communication given under this Resolution to anyone other than the Paying Agent/Registrar shall also be delivered to the Paying Agent/Registrar. Notices to the Paying Agent/Registrar are effective only upon actual receipt. Such communication shall identify this Resolution, and the section thereof which is the subject of the communication. C. Each Person to whom communications are delivered pursuant to this Resolution may designate any additional or different addresses or telecopy numbers to which subsequent communications under this Resolution shall be delivered by giving at least ten days' advance notice thereof to each affected party. D. Except as provided in Subsection C. herein, any communication delivered by mail in compliance with this section is deemed to have been delivered as of the date of deposit in the mail. Any communication delivered by facsimile or other electronic transmission is deemed to have been delivered at the time a confirmation of receipt is generated by the sending mechanism or is obtained by other means. E. Notice or other communications to any Holder under this Resolution shall be delivered by first class United States mail, postage paid, addressed to such Holder's address appearing in the Security Register. F. A provision of this Resolution that provides for a different method of giving notice or otherwise conflicts with this section supersedes this section to the extent of the conflict. SECTION 29: Notices to Holders -Waiver. Wherever this Resolution provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 1343 1 41 47.4 -35- SECTION 30: Cancellation. All Bonds surrendered for payment, redemption, transfer or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and,if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the Corporation may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the Corporation. SECTION 31: Security of Funds. All money on deposit in the Funds for which this Resolution makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Resolution. SECTION 32: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Board. SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Resolution shall be given in such other manner and at such time or times as in the judgment of the Corporation or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Resolution be deemed to be in compliance with the requirements for publication thereof. SECTION 35: Sale of Bonds—Authorization of Purchase Contract. The Bonds authorized by this Resolution are hereby sold to as initial purchasers of the Bonds pursuant to a private placement(the Purchasers, and having all the rights,benefits, and obligations of a Holder) in accordance with the provisions of a Purchase and Investment Letter dated March 1, 2023 (the Purchase Contract)attached hereto as Exhibit B and incorporated herein by reference as a part of this Resolution for all purposes. The Initial Bond shall be registered in the name of . The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the Corporation. Each Designated Financial Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the Corporation and as the act and deed of the Board, and in regard to the approval and execution of the Purchase Contract, the Board hereby finds, determines and declares that the representations, warranties, and agreements of the Corporation contained in the Purchase Contract are true and correct in all material respects and shall be honored by the Corporation. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Resolution, upon payment therefor in accordance with the terms of the Purchase Contract. 1343 1 41 47.4 -36- SECTION 36: Escrow Agreement Approval and Execution, Proceeds of Sale, Contribution by Corporation. The Agreement dated as of January 30, 2023 to be effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the Corporation and (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Resolution for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the Corporation, is hereby authorized to be executed by the President and Secretary of the Board and on behalf of the Corporation and as the act and deed of this Board; and such Agreement as executed by said officials shall be deemed approved by the Board and constitute the Agreement herein approved. Furthermore, the President and Secretary of the Board, or any one or more of said officials, and Bond Counsel in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BOND TAXABLE SERIES 2023 (ARENA PROJECT) ESCROW FUND" (the Escrow Fund, including the execution of the subscription forms for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series", if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Resolution, and the Agreement. Immediately following the delivery of the Bonds, the proceeds of sale along with a cash contribution, if any, from the Corporation (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and deposited with the place of payment(of the Refunded Obligations) in an account in the name of the Corporation and applied for the purposes of providing for the payment of the costs and expenses incurred in connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the President of the Board. SECTION 37: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par, premium, if any, and accrued interest to the date of redemption. The President of the Board or the Secretary of the Board shall give written notice to the paying agent/registrar for the Refunded Obligations and the Escrow Agent that all of the Refunded Obligations have been called for redemption, and the Board orders that such obligations are called for redemption on the date set forth on Schedule I attached to this Resolution, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Resolution as Exhibit D and is incorporated herein by reference for all purposes. The Escrow Agent is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the resolution authorizing the issuance of the Refunded Obligations. 1343 1 41 47.4 -37- SECTION 38: Legal Opinion. The obligation of the Purchasers to purchase the Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving such Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for such Bonds. A true and correct reproduction of said opinion is hereby authorized to be printed on the definitive Bonds or an executed counterpart thereof shall accompany the definitive Bonds deposited with The Depository Trust Company. SECTION 39: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof and neither the Corporation nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 40: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: Rule means SEC Rule 15c2-12, as amended from time to time. SEC.'means the United States Securities and Exchange Commission. The Bonds are being sold pursuant to a private placement with the Purchasers, in denominations of generally $100,000 or any integral multiple of$5,000 in excess thereof, to less than thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the Bonds. Accordingly, no contract to provide continuing disclosure information after the issuance of the Bonds has been made by the Corporation with investors. SECTION 41: Book-Entry Only System. The Bonds may initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bonds described in Section 7)in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede& Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The Corporation and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit E(the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the Corporation and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such 1343 1 41 47.4 -38- a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the Corporation and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede& Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the Corporation to make payments of principal, premium, if any, and interest pursuant to this Resolution. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Resolution with respect to interest checks or drafts being mailed to the Holder, the word"Cede & Co." in this Resolution shall refer to such new nominee of DTC. In the event that (a)the Corporation determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or (c)DTC or the Corporation determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Corporation shall notify the Paying Agent/Registrar,DTC, and DTC Participants of the availability within a reasonable period of time through DTC of Bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede& Co., as nominee of DTC. At that time, the Corporation may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Corporation, or such depository's agent or designee, and if the Corporation and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 42: Control and Custody of Bonds. The President of the Board shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the President, Vice President, Secretary of the Board, Executive Director, or any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the Corporation and the issuance of the Bonds, as may be necessary for the approval of the Attorney General, registration by the Comptroller of Public Accounts and delivery of the Bonds to the Purchasers thereof and,together with the Corporation's 1343 1 41 47.4 -39- financial advisor, bond counsel, the Purchasers, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the Purchasers thereof and the initial exchange thereof for definitive Bonds. SECTION 43: Benefits of Resolution. Nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any person other than the Corporation, the Paying Agent/Registrar, Bond Counsel, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the Corporation, the Paying Agent/Registrar, Bond Counsel, and the Holders. SECTION 44: Inconsistent Provisions. All orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict and the provisions of this Resolution shall be and remain controlling as to the matters contained herein. SECTION 45: Governing Law. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 46: Severability. If any provision of this Resolution or the application thereof to any circumstance shall be held to be invalid,the remainder of this Resolution and the application thereof to other circumstances shall nevertheless be valid, and the Board hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 47: Construction of Terms. If appropriate in the context of this Resolution, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 48: Maintenance of the Proj ect - Insurance. The Corporation and the City covenant and agree that while the Parity Obligations remain outstanding they will maintain in good condition and operate the Project with all possible efficiency and maintain casualty and other insurance on the properties of the Project and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business (which may include an adequate program of self-insurance); and that they will faithfully and punctually perform all duties with reference to the Project required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are hereby pledged as security for the Parity Obligations until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. Nothing in this Resolution shall be construed as requiring the Corporation or the City to expend any funds which are derived from sources other than the operation of the Proj ect but nothing herein shall be construed as preventing the Corporation or the City from doing so. 1343 1 41 47.4 -40- SECTION 49: Ratification of Sales Tax Remittance Agreement. The Sales Tax Remittance Agreement, dated as of August 21,2001,between the Corporation and the City (a copy of which is attached hereto as Exhibit F, the Remittance Agreement) provides for the transfer of the Sales Tax from the City to the Corporation for use by the Corporation as security for its bonds issued for the Project. As the Bonds refund the Refunded Obligations, which were originally issued to finance the Project, the Corporation hereby finds that the Bonds are also bonds issued for the Project. As a result, the Corporation hereby affirms, ratifies, and approves the validity and enforceability of the Remittance Agreement for so long as the Bonds(or any bonds issued to refund the Bonds)remain Outstanding. SECTION 50: Further Procedures. The officers and employees of the Corporation are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Corporation all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution, the initial sale and delivery of the Bonds, the Purchase Contract, the Agreement, the Sales Tax Remittance Agreement, and the Paying Agent/Registrar Agreement. In addition, prior to the initial delivery of the Bonds, the Designated Financial Officials and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Resolution or to any of the instruments authorized and approved by this Resolution necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Resolution, (ii) obtain a rating from any of the national bond rating agencies, (iii) obtain a Surety Bond, or (iv) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the Corporation whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 51: Public Meeting. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 52: Contracts with Financial Advisor. The Board authorizes the President and/or the Executive Director, or designee thereof, to take all actions necessary to execute any necessary financial advisory contracts with Estrada Hinojosa & Company, Inc., as the financial advisor to the Corporation (the Financial Advisor). The Corporation understands that under applicable federal securities laws and regulations that the Corporation must have a contractual arrangement with its Financial Advisor relating to the sale, issuance, and delivery of the Bonds. SECTION 53: Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to the Act, and any other applicable law, the Governing Body, hereby delegates to each Designated Financial Official other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, verification agent, or any other contract that is determined by an 1343 1 41 47.4 -41- Designated Financial Official (other than the Mayor), the City's Financial Advisors, or the City's Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. As a result of such delegation, the provisions of Section 2252.908, as amended, Texas Government Code, are not applicable to the Ancillary Bond Contracts pursuant to 1 Texas Administrative Code Sec. 46.1(c). SECTION 54: Effective Date. This Resolution shall be in force and effect from and after its passage on the date shown below. [The remainder of this page intentionally left blank.] 1343 1 41 47.4 -42- PASSED AND ADOPTED, this 30th day of January, 2023. CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION President, Board of Directors ATTEST: Secretary, Board of Directors (CORPORATION SEAL) Signature page to the Resolution of the Corporation S-1 INDEX TO SCHEDULES AND EXHIBITS Schedule I.......................................................Refunded Obligations Schedule II ....................................................... Approval Certificate Exhibit A...................................Paying Agent/Registrar Agreement Exhibit B ..............................................................Purchase Contract Exhibit C .............................................................Escrow Agreement Exhibit D........................................................Notice of Redemption Exhibit E ..........................................DTC Letter of Representations Exhibit F.......................................Sales Tax Remittance Agreement 1343 1 41 47.4 Index Schedule I Refunded Obligations Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2014(Arena Project), dated January 1,2014 in the original principal amount of $30,555,000, stated to mature on September 1 in each of the years 2023 through 2025, in the aggregate principal amount of $9,405,000. The Refunded Obligations stated to mature on September 1,2024 and September 1,2025 have been called for redemption on September 1, 2023. The Refunded Obligation stated to mature on September 1, 2023 will be defeased to its stated maturity. 1343 1 41 47.4 Schedule I-1 Schedule II Approval Certificate See Tab No. 1343 1 41 47.4 Schedule 11-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 1343 1 41 47.4 A-1 EXHIBIT B Purchase Contract See Tab No. 1343 1 41 47.4 B-1 EXHIBIT C Escrow Agreement See Tab No. 1343 1 41 47.4 C-1 EXHIBIT D Notice of Redemption See Tab No. 1343 1 41 47.4 D-1 EXHIBIT E DTC Letter of Representations See Tab No. 1343 1 41 47.4 E-1 EXHIBIT F Sales Tax Remittance Agreement See Tab No. 1343 1 41 47.4 F-1 EXHIBIT B Sales Tax Remittance Agreement See Tab No. 134314188.4 B-1 z. ALE,S TAX REMITTANCE AGREEMENT y s; THIS SALES TAX REMITTANCE AGREEMENT,dated as of August 21,2001,executed by and between the City of Corpus Christi, Texas(the "City")and the Corpus Christi Business and ' Job Development Corporation(the "Corporation") WITNESSETH: WHEREAS,the Corporation was created by the City pursuant to authority granted by Article 5190.6, Texas Revised Civil Statutes, as amended (the "Act"), specifically with the Corporation to �rt possess the powers granted by Section 4A of the Act; and WHEREAS, on November 7,2000,the citizens of the City voting at an election on said date approved the levy of a one-eighth of one percent sales and use tax upon the receipts at retail of .taxable items, pursuant to Section 4A of the Act, for the "Arena Project", as described in the proposition approved by the citizens voting at said election(the"Arena Economic Development Sales Tax"); and WHEREAS,under the Act and the provisions of the Texas Tax Code,disbursements of sales and use taxes are made to cities, such as the City, by the Comptroller of Public Accounts of Texas (the "Comptroller"); and WHEREAS, under authority of the Act, it is the intent of the Corporation to issue bonds, notes or other obligations for the purpose of financing eligible projects under the Act, particularly Section 4A thereof, and to secure said bonds, notes or other obligations with the Arena Economic Development Sales Tax collected by the City under authority of Section 4A of the Act, and WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement to evidence the duties and responsibilities of the respective parties with respect to the collection, remittance and transfer of such sales and use tax revenues. NOW THEREFORE, in consideration of the covenants and agreements herein made, and subject to the conditions herein set forth,the City and the Corporation contract and agree as follows: ARTICLE I SALES TAX FUND Section L L Creation of Fund. The City agrees to establish and maintain at an official depository bank of the City (the "Depository"), an escrow fund to be entitled "Corpus Christi t Business and Job Development Corporation Arena Project Sales and Use Tax Fund"(the"Sales Tax Fund"). The Sales Tax Fund shall be maintained as a separate fund at the Depository, and no other money of the City shall be commingled with the Sales Tax Fund. Section 1.2. Deposits to Fund. The revenues received by the City from the Comptroller from the charge and levy of the Arena Economic Development Sales Tax shall be deposited as received, or transmitted by the Comptroller directly,to the credit of the Sales Tax Fund,for the benefit of the Corporation,and shall be made available to the Corporation from time to time as hereinafter provided in this Agreement. Section 1.3. Security for Fund. The City hereby agrees that money on deposit in the Sales Tax Fund shall at all times be collateralized in the manner and with the collateral required by the City for its own funds. Section 1.4. Change in Depository. The City reserves the right from time to time to change its official depository bank, and hereby agrees to give the Corporation thirty(30) days prior written notice of any such change in its official depository bank. ARTICLE II TRANSFER OF FUNDS Section 2.1. Collection of Arena Economic Development Sales Tax. (a) Until the Comptroller is able to determine and report the amount of the Arena Economic Development Sales Tax levied for the benefit of the Corporation and any rebate, charge-back or adjustment thereof on a point of collection basis, the City will allocate a portion of the undivided sales and use tax receipts to the Corporation on the basis of the total sales and use taxes collected, multiplied by the pro rata portion of the Arena Economic Development Sales Tax and divided by all other sales and use taxes received from the Comptroller by the City. In addition,the City will allocate the costs of any rebate or charge-back applicable to the undivided sales and use tax receipts between the City and the Corporation on a pro rata basis. (b)The Chairperson of the Board of Directors of the Corporation and the Director of Fiscal Services ofthe City shall take such actions as are required to cause the Arena Economic Development Sales Tax to be delivered and transferred by the Texas Comptroller to the City for use by the Corporation by the fastest and most economically feasible means available. Section 2.2. Revenue Fund. By resolution adopted by the Corporation on August 21, 2001 (the "Bond Resolution"), the Corporation established with the City's depository bank a fund designated in the Bond Resolution as the "Revenue Fund". Section 2.3. Transfers to,Revenue Fund. On or before the 25th day of each month,the City shall direct the Depository to transfer funds on deposit in the Sales Tax Fund to the credit of the Revenue Fund, on behalf of the Corporation. The City shall cause the Depository to make such transfers within twenty-four(24)hours of receipt of such direction to the extent that there are moneys on deposit in the Sales Tax Fund to effect such transfer. ,1 z Ory: lc� 1 All Section 2.4. Use of Monty by Corporation. The Corporation agrees to use the moneys on deposit in the Revenue Fund in a manner consistent with the terms and conditions of the Bond Resolution. Section 2.5. Covenant ofthe City. Recognizing that the Arena Economic Development Sales a Tax shall provide the security for the bonds,notes or other obligations issued by the Corporation for the Arena Project, so long as such bonds, notes or other obligations are outstanding, the City covenants and agrees that it will take and pursue all possible action permitted by the Act and other applicable State law to cause the Arena Economic Development Sales Tax to be levied and collected continuously at the rate of one-eighth of one percent or,to the extent permitted by law and necessary or desirable, at a higher rate, and the City will not cause a reduction, abatement or exemption in the Arena Economic Development Sales Tax or in the rate at which it is authorized to be collected. ARTICLE III MISCELLANEOUS Ri Section 3.1. DeRositoly Responsibilities. The Chairperson of the Board of Directors of the Corporation and the Director of Fiscal Services of the City shall develop procedures to ensure that the official depository bank of the City, as it may exist from time to time, shall be obligated to perform the duties detailed in this Agreement, and to that end the City agrees to incorporate into its agreement with its official depository bank a covenant by the official depository bank that it will perform all duties and obligations as a depository as set forth in this Agreement and in the Bond Resolution. j Section 3.2. Fees of De oR sitary. In connection with the establishment and maintenance of the Sales Tax Fund, the Corporation agrees, after the payment of the debt service requirements on fl, any obligations issued by the Corporation,to pay the reasonable costs and expenses ofthe Depository associated with the administration of the Sales Tax Fund and such costs and expenses, if any, shall �' never constitute a cost, liability, or obligation of the City. Section 3.3. Severability. If any clause, provision, or section of this Agreement should be held illegal or invalid by any court of competent jurisdiction,the invalidity of such clause,provision, or section shall not affect any of the remaining clauses, provisions, or sections hereof and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or section had not been contained herein. In case any agreement or obligation contained in this Agreement should be held to be in violation of law,then such agreement or obligation shall be deemed to be the agreement or obligation of the City and the Corporation, as the case may be, to the full extent permitted by law. .3 j 5: IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in multiple counterparts,each ofwhich shall be considered an original for all purposes,as ofthe day and year first set out above. CITY OF CORPUS CHRISTI, TEXAS ;s By Manag ATTEST: City Secretary (SEAL) CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION By Cerson,Board of Directors ATTEST: T\ Secretary, Board of Directors (SEAL) s -4 ;z est I 0 Plan of Finance and Defeasance Resolution City Council February 14, 2023 Plan of Finance Convention Center Bonds Arena Bonds • Secured by Hotel Occupancy Tax • Secured by Type A Sales Tax Revenue Revenue • Outstanding Principal Balance of • Outstanding Principal Balance of $1,315,000 $9,595,000 • Maturity date 2030 • Maturity date 2025 • Issued as tax-exempt bonds • Issued as tax-exempt bonds Plan of Finance Convention Center Bonds Arena Bonds • Recommend to defease (pay in full) the • Recommend to refund the current current outstanding principal balance bonds as taxable • Appropriate funds from the Debt • Maturity date will remain as 2025 Service Fund fund balance which • Allow for time to have discussions on a includes Hotel Occupancy Tax revenue plan for the 1/8t" cent sales taxes • Savings of $198,000 over the life of the currently collected for the Type A Arena bonds fund and take a plan to voters before • Approved defeasance resolution on the bonds mature January 24, 2023 • Cost of $133,000 over the life of the bonds • Type A Board approved on January 30 • Action Today- City Council to consider authorizing the issuance of bonds for refunding Recommendation Staff recommends approval of the bond issuance resolution Questions? so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of February 14, 2023 1852 Second Reading for the City Council Meeting of February 21, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK@cctexas.com 361-826-7202 Acceptance of the IDCU-COVID Grant Amendment in the amount of$937,072.64 and appropriation of the funds for the contract period September 1, 2022, through July 31, 2024 CAPTION: Ordinance appropriating $937,072.64 from an increase in the Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2022, through July 31, 2024, for activities to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities. SUMMARY: This is an amendment to the IDCU-COVID grant which began on September 1, 2022 and expires July 31, 2024. Grant funding to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 In Nueces County. BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract in the amount of $937,072.64 to increase epidemiology surveillance and laboratory activities by providing for personnel costs, supplies, and other expenses to ensure proper COVID-19 response is sustained and build sustainable relationships within those communities within the jurisdiction of the CCNCPHD. Currently this grant supports 16 Public Technicians, 2 Epidemiology Specialists and 1 Grant Manager for a total of 19 positions. ALTERNATIVES: Refuse the amendment and discontinue offering services to assist communities disproportionately affected by COVID-19. FISCAL IMPACT: There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831861 F Mission Element: 103 COVID19 Response Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000812700042 Ordinance Presentation Ordinance appropriating $937,072.64 from an increase in the Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2022, through July 31, 2024 for activities to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities. Whereas, the Texas Department of State Health Services has awarded an additional $937,072.64 for Contract No. HHS000812700042 to provide funding in support of COVID-19 epidemiologic and surveillance response (Epi) activities and COVID-19 laboratory response network (LRN) activities. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant Program funds in the amount of $937,072.64 are appropriated in Health Grants Fund 1066 for COVID-19 epidemiologic and surveillance response (Epi) activities and COVID-19 laboratory response network (LRN) activities for the period of September 1 , 2022, through July 31 , 2024. Section 2. The City Manager or designee (Director of the CCNCPHD) is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the grant amount. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000812700042 UNDER THE COVID-19 GRANT PROGRAM The parties to this agreement("Grant Agreement" or"Contract") are the DEPARTMENT OF STATE HEALTH SERVICES("SYSTEM AGENCY"OR"DSHS"), a pass-through entity, and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("GRANTEE") having its principal office at 1702 Horne Road, Corpus Christi, Texas (each a"Party" and collectively the "Parties"). 1. PURPOSE The purpose of this Grant Agreement is to provide COVID-19 response activities. II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791, and Chapters 12 and 121 of the Texas Health and Safety Code. III. DURATION This Grant Agreement is effective on September 1, 2022 and terminates on July 31, 2024, unless renewed, extended, or terminated pursuant to the terms and conditions of the Grant Agreement. System Agency, at its sole discretion, may extend this Grant Agreement for any period(s) of time,provided the Contract term, including all extensions or renewals, does not exceed five years. Notwithstanding the limitation in the preceding sentence, System Agency, at its sole discretion, also may extend the Contract beyond five years as necessary to ensure continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State. IV. STATEMENT OF WORK The Scope of this Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A. V. BUDGET The amount of this Grant Agreement for COVID-19 epidemiologic and surveillance response (Epi) activities will be $855,347.00 and the amount for COVID-19 laboratory response network (LRN) activities will be $96,302.00. The total amount of this Grant Page 1 of 19 System Agency Contract No.HHS000812700042 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Agreement will not exceed $951,649.00. Grantee is not required to provide matching funds. The total not-to-exceed amount includes the following: Total Federal Funds: $951,649.00 Total State Funds: $0.00 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B, BUDGET. VI. REPORTING REQUIREMENTS This Grant Agreement contains reporting requirements as stated in ATTACHMENT A, STATEMENT OF WORK. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Contract on behalf of their respective Parry. System Agency Department of State Health Services P.O. Box 149347 —Mail Code 1990 Austin, Texas 78714-9347 Attention: Caeli Paradise Grantee Corpus Christi-Nueces County Public Health District 1702 Horne Road Corpus Christi, Texas 78416-1902 Attention: Steven Viera VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 System Agency Contract No.HHS000812700015 Page 2 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 With copy to Department of State Health Services Attn: General Counsel P.O. Box 149347,MC 1919 Austin, Texas 78714-9347 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail,postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Parry may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. IX. FEDERAL AWARD INFORMATION GRANTEE'S DATA UNIVERSAL NUMBERING SYSTEM(DUNS)NUMBER: 078495025 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): NU50CK000501 A. Epidemiology and Laboratory Capacity for Infectious Diseases (ELC) — 93.323- $951,649.00 B. Federal Award Date: April 23, 2020 C. Federal Award Period: 8/1/2019 — 7/31/2024 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Epidemiology and Laboratory Capacity for Prevention and Control of Emerging Infectious Diseases F. Awarding Official Contact Information: Brownie Anderson-Rana, Grants Management Officer 2939 Flowers Road—Mailstop TV2 Atlanta, GA 30341-5509 Phone: 770-488-2771 G. Total Amount of Federal Funds Awarded to System Agency: $2,068,114,803.00 H. Amount of Funds Awarded to Grantee: $951,649.00 I. Identification of Whether the Award is for Research and Development: No System Agency Contract No.HHS000812700042 Page 3 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 X. ATTACHMENT C,UNIFORM TERMS AND CONDITIONS VERSION 3.0)("UTCs"), of this Grant Agreement is revised as follows. Unless expressly modified, amended, or replaced in this Section, the UTCs shall remain in full force and effect. • Section 8.5 Confidentiality, of the UTCs, is hereby amended to add the following: System Agency acknowledges that Grantee is a Governmental Entity and is subject to the Texas Public Information Act, and that Grantee will comply with System Agency's request for confidentiality to the extent permitted by law. • Section 10.1 General Indemnity, of the UTCs, is hereby amended to add the following: System Agency acknowledges that Grantee has been organized pursuant to the Constitution and laws of the State of Texas,possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the Constitution and laws of the State of Texas. No provision of this Contract extends Grantee's liability beyond the liability or authority provided in the Constitution and the laws of the State of Texas. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to Grantee as a governmental entity, Grantee shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. System Agency shall be solely responsible for its own acts and omissions. XI. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. ATTACHMENT Ell-STATEMENT OF WORK ATTACHMENT B-BUDGET ATTACHMENT C-UNIFORM TERMS AND CONDITIONS-GRANT ATTACHMENT D-ADDITIONAL PROVISIONS ATTACHMENT E-FEDERAL ASSURANCES NON-CONSTRUCTION ATTACHMENT F-CERTIFICATION REGARDING LOBBYING ATTACHMENT G-FFATA System Agency Contract No.HHS000812700042 Page 4 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT H-HHS DATA USE AGREEMENT ATTACHMENT I -SECURITY AND PRIVACY INQUIRY(SPI) XII. SIGNATURE AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Contract No.HHS000812700042 Page 5 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. HHS000812700042 SYSTEM AGENCY GRANTEE DocuSigned by: DocuSigned by: 11V87AFD32AD9D24A9 SfWt,A, �/i DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT A STATEMENT OF WORK L GRANTEE RESPONSIBILITIES Grantee will: A. Enhance public health follow-up activities, including: 1. Conducting case investigations; 2. Eliciting or identifying individuals who may have been exposed to COVID-19; 3. Notifying individuals of COVID-19 exposure; and 4. Providing referrals to COVID-19 testing, vaccine resources and other follow- up services. Data must be entered into the DSHS data system in accordance with DSHS published guidance. Grantee may not incur COVID-19 contact tracing Call Center expenditures beyond 8/31/2021. B. Improve morbidity and mortality surveillance, including: 1. Establish or enhance community-based surveillance - Surveillance of populations and individuals includes but is not limited to those without severe illness, those with travel to high-risk locations, or those who are contacts to known cases. 2. Monitor and report daily COVID-19 probable and confirmed COVID cases (including deaths)to DSHS. 3. Track and send Emergency Department and outpatient visits for coronavirus (COVID)-like illness, as well as other illnesses, to Texas Syndromic Surveillance System (TxS2). 4. Send copies of all admission, discharge, and transfer (ADT) messages to the Centers for Disease Control and Prevention (CDC) National Syndromic Surveillance Program (NSSP). 5. Monitor and utilize available data in the CDC's National Healthcare Safety Network(NHSN)for confirmed 2019 novel coronavirus(COVID-19)infection or for COVID-like illness. a. Long-term care: hllps://www.cdc.gov/nhsn/ltc/covidl9/index.html b. Acute care: hltps://www.cdc.gov/nhsn/acute-care- hospital/covidl9/index.html 6. Work with long-term care facilities to enroll the facility in the NHSN Long- Term Care Facility (LTCF) COVID-19 Module. 7. Provide requested information on COVID-19 associated deaths to DSHS within three business days. System Agency Contract No.HHS000812700042 Page 7 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 C. Enhance laboratory testing and reporting capacity: 1. Establish or expand capacity to test all symptomatic individuals, and secondarily expand capacity to achieve community-based surveillance. This capacity would entail increasing testing capabilities above the current number of specimens that can be tested at the jurisdiction's public health laboratory or by establishing new testing capabilities at the jurisdiction's laboratory. 2. Screen for past infection (e.g., serology) for health care workers, employees of high-risk facilities, critical infrastructure workforce, and childcare providers. 3. Obtain all jurisdictional laboratory test data electronically, including from new, non-traditional testing settings, and using alternative file formats (e.g., .csv or .xls)to help automate.In addition to other reportable results,this should include all COVID-19-related testing data, including all tests to detect severe acute respiratory syndrome coronavirus 2 (SAR-CoV-2) and serology testing. 4. Report all COVID-19-related line level testing data (negatives, positives, indeterminates, serology) daily to DSHS. Data must meet new federal Coronavirus Aid, Relief, and Economic Security (CARES) Act laboratory guidance. All public health data must be reported electronically to DSHS in compliance with the Texas Administrative Code and within appropriate reporting timeframes. D. Prevent and control COVID-19 in healthcare settings and protect other vulnerable or high-risk populations: 1. Assess and monitor COVID-19 infections in healthcare workers across the healthcare spectrum. 2. Perform infection control assessments using preparedness tools approved by DSHS to ensure interventions are in place to protect high-risk populations. 3. Monitor and help implement mitigation strategies for COVID-19 in all high- risk healthcare facilities (e.g., hospitals, dialysis clinics, cancer clinics, nursing homes, and other long-term care facilities). 4. Monitor and help implement mitigation strategies for other high-risk employment settings (e.g., meat processing facilities) and congregate living settings (e.g.,prisons, youth homes, shelters). a. This includes coordinating with the Texas Department of Criminal Justice when individuals are released from serving their prison term and will be returning to the jurisdiction. These individuals may have been exposed to COVID-19 while in prison and/or may be COVID-19-positive and require additional public health follow-up. E. Monitor and mitigate COVID-19 introductions from connected jurisdictions (i.e., neighboring cities and states, including air travel). F. Work with healthcare system to manage and monitor system capacity. System Agency Contract No.HHS000812700042 Page 8 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 1. Assess and monitor the number and availability of critical care staff, necessary PPE and potentially life-saving medical equipment, as well as access to testing services. 2. Leverage NHSN data to monitor healthcare worker staffing, Patient Impact, Hospital Capacity, and healthcare supplies (PPE, PAPRs, ventilators, etc.). Grantee will request access to the NHSN database within 30 days of the execution of this Contract or within 30 days of hire for the position completing the data entry.Upon access approval, Grantee will review available NHSN data (at least monthly)to assess gaps in the healthcare system. G. Improve understanding of jurisdictional communities with respect to COVID-19 risk. Grantee must build an understanding of population density and high-risk population density (i.e., population of >65 yrs., proportion of population with underlying conditions,households with limited English fluency,healthcare-seeking behavior,populations without insurance and those below poverty level). H. Submit a quarterly report on the report template to be provided by DSHS. Quarterly reports are due on or before the 15th of the month following the end of the quarter being reported on. Each report must contain a summary of activities that occurred during the preceding quarter for each activity listed above in Section 1, A through G. Submit quarterly reports by electronic mail to COVID.Contractsgdshs.texas.gov. The email "Subject Line" and the name of the attached file for all reports should be clearly identified with the Grantee's Name, Contract Number, IDCU/COVID and the quarter the report covers. I. May use funds to pay pre-award costs which date back to January 20, 2020, that are directly related to the COVID-19 outbreak response. All pre-award costs must be approved in writing by DSHS. J. Not use funds for research, clinical care, fundraising activities, construction or major renovations, to supplant existing state or federal funds for activities, or funding an award to another party or provider who is ineligible. Other than normal and recognized executive-legislative relationships, no funds may be used for: 1. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; 2. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body. K. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: System Agency Contract No.HHS000812700042 Page 9 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems,medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. L. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on the DSHS Contractor's Property Inventory Report located at haps://www.dshs.texas.gov/hivstd/contractor/crosfonns.shtm to CMSInvoicesgdshs.texas.gov and COVID.Contractsgdshs.texas.gov not later than October 15 of each year. If Grantee did not purchase Equipment or other property, this report is still required to be submitted. M. DSHS funds must not be used to purchase buildings or real property without prior written approval from DSHS. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. N. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to DSHS. Title may be transferred to any other party designated by DSHS. DSHS may, at its option and to the extent allowed by law,transfer the reversionary interest to such property to Grantee. IL PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in Attachments A and A-1 and compliance with the Contract's terms and conditions. IILINVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) located at https://www.dshs.texas.gov/hivstd/contractor/crosforms.shtm. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to all addresses/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoicesgdshs.state.tx.us and EMAIL: CMSInvoices2dshs.texas.gov and EMAIL: COVID.Contractsgdshs.texas.gov System Agency Contract No.HHS000812700042 Page 10 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. C. Grantee will submit requests for reimbursement (Form B-13) and financial expenditure template monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to DSHS upon request. In the event a cost reimbursed under the Contract is later determined to be unallowable, then the Grantee will reimburse DSHS for that cost. D. Grantee will submit quarterly Financial Status Reports(FSRs)to DSHS by the last business day of the month following the end of each quarter of the Contract for DSHS review and financial assessment. E. Grantee will submit request for reimbursement(B-13) as a final close-out invoice not later than forty-five (45) calendar days following the end of the term of the Contract. Reimbursement requests received in the DSHS office more than forty- five(45) calendar days following the termination of the Contract may not be paid. F. Grantee will submit a final FSR as a final close-out FSR not later than forty-five (45) calendar days following the end of the term of the Contract. System Agency Contract No.HHS000812700042 Page 11 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT A-1 SUPPLEMENTAL STATEMENT OF WORK IV.GRANTEE RESPONSIBILITIES Grantee will perform activities as submitted in their DSHS approved budgets for this specific funding Contract period. All activities must be listed below to be approved for this funding and any additional activities not listed in the approved budget must be submitted for DSHS consideration and approval. The activities for this Contract funding period are as follows: A. Enhance Laboratory, Surveillance,Informatics and other Workforce Capacity,including: 1. Train and hire staff to improve laboratory workforce ability to address issues around laboratory safety, quality management, inventory management, specimen management, diagnostic and surveillance testing and reporting results. 2. Build expertise for healthcare and community outbreak response and infection prevention and control (IPC) among local health departments. 3. Train and hire staff to improve the capacities of the epidemiology and informatics workforce to effectively conduct surveillance and response of COVID-19 (including case investigation and public health follow-up activities) and other emerging infections and conditions of public health significance. This should include staff who can address unique cultural needs of those at higher risk for COVID-19. Grantee may not incur COVID-19 contact tracing or contact tracing call center expenditures after 08/31/2021. 4. Build expertise to support management of the COVID-19-related activities within the jurisdiction and integrate into the broader Epidemiology and Laboratory Capacity (ELC) portfolio of activities (e.g., additional leadership, program and project managers, budget staff, etc.). 5. Increase capacity for timely data management, analysis, and reporting for COVID-19 and other emerging coronavirus and other infections and conditions of public health significance. B. Strengthen Laboratory Testing 1. Establish or expand capacity to quickly, accurately and safely test for SARS- CoV-2/COVID-19 and build infectious disease preparedness for future coronavirus and other events involving other pathogens with potential for broad community spread. System Agency Contract No.HHS000812700042 Page 12 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 a. Develop systems to improve speed and efficiency of specimen submission to clinical and reference laboratories. b. Strengthen ability to rapidly respond to testing (e.g., nucleic acid amplification test[HAAT], antigen, etc.)as necessary to ensure that optimal utilization of existing and new testing platforms can be supported to help meet increases in testing demand in a timely manner. Laboratory Response Networks (LRNs) and Local Health Departments (LHDs)with laboratories are strongly encouraged to diversify their testing platforms to enable them to pivot depending on reagent and supply availabilities. c. Perform serology testing with an FDA Emergency Use Authorization (EUA) authorized serological assay as appropriate to respond to emerging pandemics in order to conduct surveillance for past infection and monitor community exposure. d. Build local capacity for testing of COVID-19/SARS-CoV-2 including within high-risk settings or in vulnerable populations that reside in their communities. e. Apply laboratory safety methods to ensure worker safety when managing and testing samples that may contain SARS-CoV-2/COVID-19. f. Laboratories and LRNs are encouraged to implement new technologies to meet local needs. g. Augment or add specificity to existing laboratory response plans for future coronavirus and other outbreak responses caused by an infectious disease. Provider must be able to establish a plan to maintain the activity when the funds are no longer available. This is an optional activity. 2. Enhance laboratory testing capacity for SARS-CoV-2/COVID-19 by ensuring public/private laboratory testing providers have access to biosafety resources for SARS-CoV-2 specimen collection and/or testing. C. Advance Electronic Data Exchange at Public Health Labs 1. Enhance and expand laboratory information infrastructure, to improve jurisdictional visibility on laboratory data(tests performed)from all testing sites and enable faster and more complete data exchange and reporting with DSHS. a. Employ a well-functioning Laboratory Information Management System (LIMS)to support efficient data flows within the PHL and its partners. This includes expanding existing capacity of the current LIMS to improve data exchange and increase data flows through LIMS maintenance, new configurations/modules, and enhancements. Implement new/replacement LIMS where needed. Note: If implementing new or replacement systems, develop an implementation plan, including appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of System Agency Contract No.HHS000812700042 Page 13 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 implementation. Completion of the implementation plan is DSHS verifying that the submitted electronic laboratory reporting (ELR) feeds have been successfully processed in National Electronic Disease Surveillance System (NEDSS). b. Ensure ability to administer LIMS. Ensure the ability to configure all tests that are in LIMS, including new tests, EUAs, etc., in a timely manner. Ensure expanding needs for administration and management of LIMS are covered through dedicated staff. c. Interface diagnostic equipment to directly report laboratory results into LIMS. D. Improve Surveillance and Reporting of Electronic Health Data 1. Establish complete,up-to-date, timely reporting of morbidity and mortality to DSHS due to COVID-19 and other coronavirus and other emerging infections which impact conditions of public health significance, with required associated data fields in a machine-readable format, by: a. Establishing or enhancing community-based surveillance, including surveillance of vulnerable populations, individuals without severe illness,those with recent travel to high-risk locations, or who are contacts to known cases. b. Monitoring changes to daily incidence rates of COVID-19 and other conditions of public health significance at the county or Zip code level to inform community mitigation strategies. 2. Establish additional and ongoing surveillance methods (e.g., sentinel surveillance) for COVID-19 and other conditions of public health significance. 3. At the health department, enhance capacity to work with testing facilities to onboard and improve ELR, including to receive data from new or non- traditional testing settings. Use alternative data flows (e.g., reporting portals) and file formats (e.g., CSV or XLS) to help automate where appropriate. In addition to other reportable results, this should include all COVID-19/SARS-CoV-2-related testing data (i.e., tests to detect SARS- CoV-2 including serology testing). 4. Improve understanding of capacity, resources, and patient impact at healthcare facilities through electronic reporting. a. Require expansion of reporting facility capacity, resources, and patient impact information, such as patients admitted and hospitalized, in an electronic, machine-readable, as well as human-readable, visual and tabular manner, to achieve 100% coverage in jurisdiction and include daily data from all acute care, long-term care, and ambulatory care System Agency Contract No.HHS000812700042 Page 14 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 settings. Use these data to monitor facilities with confirmed cases of COVID-19/SARS-CoV-2 infection or with COVID-like illness among staff or residents and facilities at high risk of acquiring COVID- 19/SARS-CoV-2 cases and COVID-like illness among staff or residents. b. Increase Admit, Discharge, Transfer (ADT) messaging and use to achieve comprehensive surveillance of emergency room visits, hospital admissions, facility and department transfers, and discharges to provide an early warning signal, to monitor the impact on hospitals, and to understand the growth of serious cases requiring admission. 5. Establish or improve systems to ensure complete, accurate and immediate (within 24 hours) data transmission that allows for automated transmission of data to DSHS in a machine-readable format. Note: Use of an existing DSHS system is preferred. If implementing new or replacement systems,develop an implementation plan,including the process for automatic transmission of data to DSHS in a machine- readable format, appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of implementation. a. Submit all case reports in an immediate way to DSHS for COVID- 19/SARS-CoV-2 and other conditions of public health significance with associated required data fields in a machine-readable format. b. Report requested COVID-19/SARS-CoV-2-related data, including line level testing data (negatives, positives, indeterminates, serology, antigen, nucleic acid) daily by county or Zip code to DSHS. c. Establish these systems in such a manner that they may be used on an ongoing basis for surveillance of,and reporting on,routine and other threats to the public health and conditions of public health significance. E. Use Laboratory Data to Enhance Investigation,Response and Prevention 1. Use laboratory data to initiate and conduct case investigation and public health follow-up activities and implement containment measures. a. Conduct necessary case investigation and public health follow-up activities including contact elicitation/identification, contact notification, contact testing, and follow-up. Activities could include traditional case investigation and public health follow-up activities and/or proximity/location-based methods, as well as methods adapted for healthcare facilities, employers, elementary and secondary schools, childcare facilities,institutions of higher education or in other settings. Data must be entered into the DSHS data system in accordance with DSHS published guidance. Grantee may not incur COVID-19 contact tracing call center expenditures beyond 8/31/2021. System Agency Contract No.HHS000812700042 Page 15 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 b. Utilize tools (e.g., geographic information systems and methods)that assist in the rapid mapping and tracking of disease cases for timely and effective epidemic monitoring and response, incorporating laboratory testing results and other data sources. c. Assist in identifying facilities that are not submitting data through ELR. Provide these facilities with information on the ELR onboarding process and the appropriate contact information of DSHS team who can onboard the facility to have their data be reported electronically and no longer sent by fax. Also provide the names of these facilities to the DSHS team. 2. Identify cases and exposure to COVID-19 in high-risk settings or within populations at increased risk of severe illness or death to target mitigation strategies and referral for therapies (for example, monoclonal antibodies) to prevent hospitalization. a. Assess and monitor infections in healthcare workers across the healthcare spectrum. b. Monitor cases and exposure to COVID-19 to identify need for targeted mitigation strategies to isolate and prevent further spread within high-risk healthcare facilities (e.g., hospitals, dialysis clinics, cancer clinics, nursing homes, other long-term care facilities, etc.). c. Monitor cases and exposure to COVID-19 to identify need for targeted mitigation strategies to isolate and prevent further spread within high-risk occupational settings(e.g.,meat processing facilities)and congregate living settings (e.g., correctional facilities, youth homes, shelters). d. Work with DSHS to build capacity for reporting, rapid containment and prevention of COVID-19/SARS-CoV-2 within high-risk settings or in vulnerable populations that reside in their communities. e. Jurisdictions should ensure systems are in place to link test results to relevant public health strategies, including prevention and treatment. Note: Utilization of an existing DSHS system is preferred. If implementing new or replacement systems, develop an implementation plan, including the process for automatic transmission of data to DSHS in a machine-readable format, appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of implementation. 3. Implement prevention strategies in high-risk settings or within vulnerable populations (including tribal nations as appropriate), including proactive monitoring for asymptomatic case detection. Note: These additional resources are intended to be directed toward testing, case investigation and public health follow-up activities, surveillance, containment, and mitigation, including support for workforce, epidemiology, use by employers, elementary and secondary schools, System Agency Contract No.HHS000812700042 Page 16 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 childcare facilities, institutions of higher education, long-term care facilities, or in other settings, scale-up of testing by public health, academic, commercial, and hospital laboratories, and community-based testing sites, mobile testing units, healthcare facilities, and other entities engaged in COVID-19 testing, and other related activities related to COVID-19 testing, case investigation and public health follow-up activities, surveillance, containment, and mitigation which may include interstate compacts or other mutual aid agreements for such purposes. a. Build capacity for infection prevention and control in long-term care facilities (LTCFs) (e.g., at least one Infection Preventionist [IP] for every facility) and outpatient settings. i. Build capacity for LTCFs to safely care for infected and exposed residents of LTCFs and other congregate settings. ii. Assist with enrollment of all LTCFs into CDC's National Healthcare Safety Network NHSN at haps://www.cdc.gov/nhsn/ltc/enroll.html. b. Build capacity for infection prevention and control in elementary and secondary schools, childcare facilities, and/or institutions of higher education. c. Increase Infection Prevention and Control(IPC)assessment capacity on site using tele-ICAR. d. Perform preparedness assessment to ensure interventions are in place to protect high-risk populations. e. Coordinate as appropriate with federally funded entities responsible for providing health services to higher-risk populations (e.g., tribal nations and federally qualified health centers). F. Submit a quarterly report on the report template to be provided by DSHS. Quarterly reports are due on or before the 15th of the month following the end of the quarter. Each report must contain a summary of activities that occurred during the preceding quarter for each activity listed above in Section I, Subsections A through E. Submit quarterly reports by electronic mail to COVID.Contracts2dshs.texas.gov. The email "Subject Line" and the name of the attached file for all reports should be clearly identified with the Grantee's Name, Contract Number, IDCU/COVID and the quarter the report covers. G. Not use funds for research, clinical care, fundraising activities, construction or major renovations, to supplant existing state or federal funds for activities, or funding an award to another party or provider who is ineligible. Other than normal and recognized executive-legislative relationships, no funds may be used for: 3. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; System Agency Contract No.HHS000812700042 Page 17 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 4. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body. K. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems,medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. L. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on the DSHS Contractor's Property Inventory Report located at hlt 2s://www.dshs.texas.gov/hivstd/contractor/cmsforms.shtm to CMSInvoicesgdshs.texas.gov and COVID.Contractsgdshs.texas.gov not later than October 15 of each year. If Grantee did not purchase Equipment or other property, this report is still required to be submitted. M. DSHS funds must not be used to purchase buildings or real property without prior written approval from DSHS. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. N. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to DSHS. Title may be transferred to any other party designated by DSHS. DSHS may, at its option and to the extent allowed by law,transfer the reversionary interest to such property to Grantee. System Agency Contract No.HHS000812700042 Page 18 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT B BUDGET Categorical Budget Epi LRN Expansion Fundij Expansion Funding Sept 1,2022 Sept 1,2022 Contract Budget Period to to Total Aug 31,2024 Aug 31,2024 PERSONNEL = $584,568. $0.00 $584,568.00 FRINGE BENEFITS $243,648.00 $0.00 $243,648.00 TRAVEL wMM $12,131.00 $0.00 $12,131.00 EQUIPMENT $0.00 $0.00 $0.00 SUPPLIES $15,000.00 - $96,302.00 $111,302.00 CONTRACTUAL $0.00 $0.00 $0.00 OTHER $0.0 $0.00 $0.00 TOTAL.DIRECT $855,347.00 $96,302.00 $951,649.00 CHARGES INDIRECT CHARGES $0.00 $0.00 $0.00 TOTAL $855,347.00 $96,302.00 $951,649.00 System Agency Contract No.HHS000812700042 Page 19 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 TEv..A.S Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.0 Published and Effective — August 2021 Responsible Office: Chief Counsel DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ABOUT THIS DOCUMENT In this document, Grantees(also referred to in this document as subrecipients or contractors)will find requirements and conditions applicable to grant funds administered and passed-through by both the Texas Health and Human Services Commission (HHSC) and the Department of State Health Services(DSHS).These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA,if any,under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations. Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules (including Uniform Grant and Contract Standards set forth in Title 34,Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code);the Texas Grant Management Standards(TxGMS)developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation,or other instrument/documentation under which HHS was awarded funds. HHS,in its sole discretion,reserves the right to add requirements,terms,or conditions. HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 2 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 TABLE OF CONTENTS ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS........................... 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 9 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III. STATE AND FEDERAL FUNDING..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERAL ASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS ................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 3 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ARTICLE VI. INTELLECTUAL PROPERTY............................................................. 13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 14 6.3 THIRD PARTY IP................................................................................................. 14 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 15 6.7 SYSTEM AGENCY DATA...................................................................................... 15 ARTICLE VII. PROPERTY............................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY .......................................................................... 16 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 16 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY..... 17 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 17 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 18 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES...................................................................................................................... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 20 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLE X. INDEMNITY.............................................................................................. 21 10.1 GENERAL INDEMNITY......................................................................................... 21 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...................................................................... 22 11.1 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terms and Conditions-Grant v 3.0 Effective August 2021 Page 4 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS.......................................................................... 22 11.5 INSURANCE AND BONDS...................................................................................... 23 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 24 11.8 SUBCONTRACTORS.............................................................................................. 24 11.9 PERMITTING AND LICENSURE ............................................................................ 24 11.10 INDEPENDENT CONTRACTOR............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 25 11.12 SEVERABILITY..................................................................................................... 25 11.13 SURVIVABILITY................................................................................................... 25 11.14 FORCE MAJEURE ................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 26 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 26 11.19 SOVEREIGN IMMUNITY....................................................................................... 26 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 27 11.21 COUNTERPARTS.................................................................................................. 27 11.22 PROPER AUTHORITY........................................................................................... 27 11.23 E-VERIFY PROGRAM .......................................................................................... 27 11.24 CIVIL RIGHTS...................................................................................................... 27 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 28 11.26 DISCLOSURE OF LITIGATION.............................................................................. 28 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 29 11.28 BINDING EFFECT................................................................................................. 29 HHS Uniform Terms and Conditions-Grant v 3.0 Effective August 2021 Page 5 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment'' means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract" or"Grant Agreement''means the agreement entered into by the Parties, including the Signature Document,these Uniform Terms and Conditions,along with any attachments and amendments that may be issued by the System Agency. "Deliverables" means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date" means the date on which the Grant Agreement takes effect. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or"HHS" includes HHSC and DSHS. "Intellectual Property. Rights" means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept,personality right, method,process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work,pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment, by exclusive license, or by license with the right to grant sublicenses. "Parties" means the System Agency and Grantee, collectively. "Pte" means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 6 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement'' or"Request for Applications (RFA)" means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas TextraveT' means the Texas Comptroller of Public Accounts' state travel rules,policies, and guidelines. "Statement of Work"means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software,programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed,produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 7 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." I. Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 8 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include,but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can currently be accessed at: https://fmx.cpa.texas.gov/fmx/travel/textravel/. 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant(replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 9 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including, but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply.-Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i)withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty (30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i) made by the System HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 10 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws, rules, or regulations; or(iii)that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual, allowable, and allocable costs incurred by Grantee in performing the Project,provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 11 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable, for their program-specific audits. vi. Each Grantee required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at hLtps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single_audit_repoy2hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit repog2hhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement;and all deliverables shall be fit for ordinary use,of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense,to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 12 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 5.2 GENERAL AFFIRMATIONS Grantee certifies that, to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws,rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency. Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire" under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license, with the right to HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 13 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 sublicense, to reproduce, distribute, modify, create derivative works of,publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials,premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive, royalty-free,transferable,worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of,publish,publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 14 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated,processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder(the"System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate, transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non-governmental or commercial purposes, without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 15 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten(10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss,destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1)business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. R When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D Controlled Assets include firearms, regardless of the acquisition cost, and the following HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 16 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 assets with an acquisition cost of$500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY 8.1 RECORD MAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7) years after the Grant Agreement expiration date or seven (7) years after all audits, claims, litigation or disputes involving the Grant Agreement are resolved, whichever is later. 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records, which includes but is not limited to financial, client and patient records, books,papers or documents related to this Grant Agreement. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 17 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. E. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors'internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds.Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This section will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 18 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law, regulation or rule. B. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 19 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 addition to the SAM exclusion list(identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 20 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ARTICLE X. INDEMNITY 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND,INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY,AND/OR THEIR OFFICERS, AGENTS,EMPLOYEES,REPRESENTATIVES, CONTRACTORS, ASSIGNEES,AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,DEMANDS, OR SUITS,AND ALL RELATED COSTS, ATTORNEYS' FEES,AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OF OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt,System Agency shall not indemnify Grantee or any other entity under the Grant Agreement. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 21 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS,DAMAGES, COSTS,EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO,ATTORNEYS' FEES AND COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening, Documenting, and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. C. Grantee shall use the Texas Abuse Hotline Website located at haps://www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars,pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 22 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ii. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks,parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract,Grantee must produce renewal certificates for each type of coverage. In addition,if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 23 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However, upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws,regulations,requirements and guidelines currently exist and as amended throughout the term of the Grant Agreement. Notwithstanding Section 11.1,Amendments, above, System Agency reserves the right, in its sole discretion,to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums,permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture,partnership, agency, or employment relationship between Grantee and System Agency. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 24 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 11.11 GOVERNING LAW AND VENUE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible,by substituting another provision that is valid,legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination,that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. 11.15 NO IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance,public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 25 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 written consent from System Agency. The foregoing prohibition includes, without limitation, the placement of banners,pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports,projects, etc.) may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that"HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release, marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor,commodity, or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 26 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises,representations,negotiations,discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extentpossible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 27 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: haps://hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-office/c ivi l-ri ghts-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Chief Data and Analytics Officer. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 28 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 any litigation threatened or pending that may result in a substantial change in the Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 No THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-party beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 29 of 29 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 TEXAS Health and Human Services Health and Human Services (HHS) Additional Provisions Version 1.0 Effective: November 7, 2019 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Table of Contents na 1. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS.................... 1 2. DISASTER SERVICES ....................................................................................................... 1 3.na NOTICE OF CONTRACT ACTION................................................................................. 1 4. NOTICE OF BANKRUPTCY............................................................................................. 2 na 5. CONTRACTOR NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL................................................................................................................................ 2 7. THIRD PARTY PAYORS................................................................................................... 2 8. HIV/AIDS MODEL WORKPLACE GUIDELINES ........................................................ 3 9. MEDICAL RECORDS RETENTION................................................................................ 3 DocuSigned by: 1 F�IMT9EFRIM °�IOF A LICENSE ACTION........................May.1G..2i�.2z.......................................... 3 1 EXTENSION AMENDMENT.......................................................................... 3 12na CONTRACTOR'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO- FREE WORKPLACE POLICY MINIMUM STANDARDS................................................... 4 na na na na na na na na na na na na DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Capitalized items used in these Additional Provisons and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions. 1. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee shall immediately report in writing to its assigned HHSC contract manager when Grantee learns of or has any reason to believe it or any person with ownership or controlling interest in Grantee, or their agent, employee, subcontractor or volunteer who is providing services under this Contract has: i. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or ii. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. B. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subj ect to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed in writing by the System Agency. 2. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: i. Community evacuation; ii. Health and medical assistance; iii. Assessment of health and medical needs; iv. Health surveillance; v. Medical care personnel; vi. Health and medical equipment and supplies; vii. Patient evacuation; viii. In-hospital care and hospital facility status; ix. Food, drug and medical device safety; x. Worker health and safety; xi. Mental health and substance abuse; xii. Public health information; xiii. Vector control and veterinary services; and xiv. Victim identification and mortuary services. 3. NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: Health and Human Services Additional Provisions V.1.0—November 7,2019 Page 1 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 A. Reason for such action; B. Name and contact information of the local, state or federal department or agency or entity; C. Date of the contract; D. Date of suspension or termination; and E. Contract or case reference number. 4. NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. 5. CONTRACTOR NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. 6. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY A. Grantee shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. B. Grantee shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. C. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. 7. THIRD PARTY PAYORS Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors,who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. As applicable, the Grantee shall: A. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; B. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; C. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third-party payor, to receive services up to the amount of the deductible and to bill the System Agency for the deductible; D. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; Health and Human Services Additional Provisions V.1.0—November 7,2019 Page 2 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 E. Maintain appropriate documentation from the third-party payor reflecting attempts to obtain reimbursement; F. Bill all third-party payors for services provided under this Contract before submitting any request for reimbursement to System Agency; and G. Provide third party billing functions at no cost to the client. 8. HIV/AIDS MODEL WORKPLACE GUIDELINES Grantee shall implement System Agency's policies based on the Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS), AIDS Model Workplace Guidelines for Businesses at http://www.dshs.state.tx.us/hivstd/policy/policies.shtm, State Agencies and State Grantees Policy No. 090.021. Grantee shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. 9. MEDICAL RECORDS RETENTION Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information. 10. NOTICE OF A LICENSE ACTION Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: A. Reason for such action; B. Name and contact information of the local, state or federal department or agency or entity; C. Date of the license action; and D. License or case reference number. 11. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: i. Continue provision of services in response to a disaster declared by the governor; or ii. To ensure that services are provided to clients without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. D. Grantee will provide and invoice for services in the same manner that is stated in the Contract. E. An interim extension under Section (b)(1) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under Section(b)(2) above shall be a one-time extension for a period of time determined by the System Agency. Health and Human Services Additional Provisions V.1.0—November 7,2019 Page 3 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 12. CONTRACTOR'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: A. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars,pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; B. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; C. Applying to all employees and visitors in this designated area; and D. Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Health and Human Services Additional Provisions V.1.0-November 7,2019 Page 4 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 View Burden Statement OMB Number:4040-0007 Expiration Date: 02/28/2025 ASSURANCES - NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973, as amended (29 U.S.C. §794),which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended (42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107),which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency,the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970 (P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i)any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, 0)the requirements of any other nondiscrimination statute(s)which may apply to the time frame after receipt of approval of the awarding application. agency. 7. Will comply, or has already complied,with the 5. Will comply with the Intergovernmental Personnel Act of requirements of Titles II and III of the Uniform 1970 (42 U.S.C. §§4728-4763) relating to prescribed Relocation Assistance and Real Property Acquisition standards for merit systems for programs funded under Policies Act of 1970 (P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended (20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable,with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a)of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973 (P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Actof insurable construction and acquisition is $10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972 (16 U.S.C. §§1451 et seq.); (f)conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g)protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g)of 205). the Trafficking Victims Protection Act(TVPA)of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from (1) Engaging in severe 1968 (16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2)Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or 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 of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants, loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any 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 commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement 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 statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. *APPLICANT'S ORGANIZATION *PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: *First Name: Middle Name: *Last Name: Suffix: *Title: SIGNATURE: DATE: DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ©Ji'.TEXAS Department of State Texas De 1C`e: HealthanclHuman p Services Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.nov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR"). ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein"PHP'); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual, as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3,01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Required by Law,CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 CER 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management, to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 All of CONTRACTOR's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources or offered under Texas Government Code Sec. 2054.519(f). (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.ER. 164.308(a)(1)(h)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(h)(A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3of15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(h)(E). (1) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164 504(e)(2)(ii)(E) and(F). (J) If PHIis subject to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164 504(e)(2)(ii)(G) and 164 528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if. 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by Law provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR I64.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUAto the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(h)(j HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5of15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316; 164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law, HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses, has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A — Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits, destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and DocuSigned by:other applicable regulatory standards identifie4a in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, 57A188293F923439 WAsmits, destroys and/or discloses in accordance with HIPAA and other applicable ... regulatory standards identified in Section 3.01(Z). na May 16,2022 ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to HHS's reasonable satisfaction(the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHS C.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. na (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Eventner Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) - (m) below: 45 CFR 164.400-414. na na (a) The date the Event or Breach occurred; DocuSfgned by: (b) The date of CONTRACUTO S02atnd, if applicable, ��� � � bcon�s Discovery; 7A188293F923439... (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or na Breach demonstrating wither individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to na the steps Individuals and/or CONTRACTOR on behalf of Individuals should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; na (i) The steps gpNTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); na 0) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; na DocuSigned by: (1) A reasonabLT-1,JnQs%,kwj-.s U4ff-ONTRACTOR to provide regular updates during normal to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business na days or as otherwise dire tell b IHS including information about risk W 6'AI HS' reporting,notification,if any,mitigation, corrective action,root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all na regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. HHS shall have ten (10)business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an na email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities,systems,books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6,04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination of-Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 6.05 Governing Law,Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„ upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 TEXAS Texas HHS System - Data Use Agreement-Attachment 2 vv Health and Human SECURITY AND PRIVACY INQUIRY (SPI) Services If you are a bidder fora new procurement/contract,in order to participate in the bidding process,you must have corrected any"No" responses (except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers (except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HI PAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, O No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): Procurement/Contract#: Address: City: State: ZIP: Telephone #: Email Address: 3. Number of Employees, at all locations, in Total Employees: Applicant/Bidder's Workforce "Workforce" means all employees,volunteers,trainees, and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder.If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: (if Applicant/Bidder will not use subcontractors,enter"0") 5. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: (Privacy and Security Official may be the same person.) Address: City: State: ZIP: Telephone #: Email Address: B. Privacy Official: Legal Name: Address: City: State: ZIP: Telephone #: Email Address: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 b. Type(s) of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PII Applicant/Bidder will create, receive, maintain,use, ❑ ❑ ❑ ❑ ❑ disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accoun tab ility Act(HIPAA)data •Criminal Justice Information Services(CJIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 0 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual, for the storage, management,and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. c. Cloud Services. Number of Cloud Services in use. d. Data Centers. Number of Data Centers in use. 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less 0 a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more Q d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by H I PAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? 0 No a N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 b. Will Applicant/Bidder agree to require subcontractors who will access Confidential 0 Yes Information to comply with the terms of the DUA, not disclose any Confidential 0 No Information to them until they have agreed in writing to the same safeguards and to d N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? Yes Optional Insurance provides coverage for: (1) Network Security and Privacy; (2) Data Breach; (3)Cyber Q No Liability(lost data, lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets, such as privacy, intellectual property,virus transmission, extortion, } N/A sabotage orweb activities);(4) Electronic Media Liability;(5)Crime/Theft;(6)Advertising Injuryand Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT (To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies& Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the d No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require Applicant/Bidder and its Workforce to comply with the O No applicable provisions of HIPAA and other laws referenced in the DUA, relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures 0Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is O No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures 0Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to include at a minimum (if any responses are "No" check "No" for all three): a No i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? NO Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? NO Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures d Yes that permit only Authorized Users with up-to-date privacy and security training, and d No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that establish, implement and maintain proof of appropriate sanctions against any No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: L Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require updates to policies, procedures and plans following major 0 No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 5 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 j. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that restrict permissions or attempts to re-identify or further identify a No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS 0Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the O No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and C)Yes procedures that require appropriate standards and methods to destroy or dispose of No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS a No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? Q Yes Training of Workforce must occur at least once every year, and within 30 days of date of hiring a new d No Workforce member who will handle Texas HHS Confidential Information.Training must include:(1)privacy and security policies, procedures, plans and applicable requirements for handling Texas HHS Confidential Information, (2)a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential 0Yes Information in oral, paper and/or electronic form? O No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative,Physical and Technical policies,procedures,processes and controls, required by the DUA, HIPAA(45 CFR 164.530), Social Security Administration, Medicaid and laws, rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination, and review of safeguards, incident management, disaster recovery plans, and contract provisions.Technical safeguards include technical protections, policies and procedures,such as passwords,logging,emergencies,how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks, keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of 0Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, O No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: 5. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0Yes terminated employees or those no longer authorized to handle Texas HHS O No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SECTIOrl1 ' • be completed by Applicant/Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related items is 30 calendar days, P11-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, 0 Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the O No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys C. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIP5140-2 encryption products,please refer to: http://csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? O No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information )Yes (e.g., a formal process exists for granting access and validating the need for users to access O No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user ( Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak O No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0Yes transmit or maintain Texas HHS Confidential Information have a unique user name O No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and }Yes after 15 minutes of user inactivity in all computing devices that access or store Texas { No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless 0Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal O No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIP5140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc. ist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all 0Yes computers and systems that access or store Texas HHS Confidential Information? O No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems 0Yes containing Texas HHS Confidential Information from unauthorized personnel and theft O No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? O No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information.Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data,Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.pov/publications/{ips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external O No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 12.Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0Yes their responsibilities for protecting Texas HHS Confidential Information and associated O No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on 0Yes Authorized Users? O No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, { Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor O No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, 0Yes software and applications) for computing systems that use, disclose, access, create, O No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, }Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- O No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access 0Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on O No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal 0Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential O No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile }Yes applications containing Texas HHS Confidential Information meet security testing O No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITYPLAN FOR ONLINEAND MOBILE APPLICATIONS,please refer to: https:lllegiscan.com/TX/textlHB812017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3. Title 4. Date: To submit the completed,signed form: • Email the form as an attachmentto the appropriate Texas HHS Contract Manager(s). SectionTo Be Completed by Agency(s): Requesting Department(s): HHSC:� DFPS: DSHS:11 Legal Entity Tax Identification Number(TIN) (Last four Only): PO/Contract(s) #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 inia i rout-i iunia run wrvirLr:i nmu THE SECURITY AND PRIVACY INQUIRY (SPI) Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below correspond to sections on the SPI form. If you are a bidderfora new procurement/contract,in orderto participate in the bidding process,you must have corrected any"No" responses (except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers (except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HI PAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A. APPLICANT /BIDDER INFORMATION Item#1. Only contractors that access, transmit, store, and/or maintain Texas HHS Confidential Information will complete and email this form as an attachment to the appropriate Texas HHS Contract Manager. Item#2. Entity or Applicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named "dba"), the legal tax identification number(last four numbers only)of the entity or applicant/bidder,the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business, if a website exists. Item#3. Number of Employees, at all locations, in Applicant/Bidder's workforce. Provide the total number of individuals,including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the only employee, please answer"1." Item#4. Number of Subcontractors.Provide the total number of subcontractors working for the business. If you have none,please answer "0"zero. Item#5. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#5. Name of Information Technology Security Official and Name of Privacy OfficialforApplicant/Bidder.As with all other fields on the SPI, this is a required field. This may be the some person and the owner of the business if such person has the security and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In 4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any security questions found in Section C and in 4.B.provide this information for the person whom you have designated as the person to answer any privacy questions found in Section B. The business may contract out for this expertise;however, designated individual(s)must have knowledge of the business's devices, systems and methods for use, disclosure, creation, receipt, transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and security questions. Item#6. Type(s)of HHS Confidential Information the Entity or Applicant/Bidder Will Create,Receive, Maintain, Use,Disclose or Have Access to:Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2,Definitions, defines Texas HHS Confidential Information as: "Confidential Information"means any communication or record(whether oral, written,electronically stored or transmitted, or in any other form)provided to or made available to CONTRACTOR or that CONTRACTOR may create, receive, maintain, use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation,Electronic Protected Health Information or Unsecured Protected Health Information; (3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (4) reaeral /ax injormarion; (5) Personally Identifiable Information; (6)Social Security Administration Data, including, without limitation, Medicaid information; (7)All privileged work product; (8)All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health&Safety Code and the Texas Public Information Act, Texas Government Code, Chapter552. Definitions for the following types of confidential information can be found the following sites: • Health Insurance Portability and Accountability Act(HIPAA)-http://www.hhs.gov/hipaa/index.html • Criminal Justice Information Services(CJIS)-https://www.fbi.gov/services/ciis/ciis-security-policy-resource-center • Internal Revenue Service Federal Tax Information(IRS FTI)-https://www.irs.gov/pub/irs-pdflp1075.pdf • CentersforMedicare&MedicaidServices(CMS)-https://www.cros.gov/Regulations-and-Guidance/Regulations-and- Guidonce.html •Social Security Administration (SSA)-https://www.sso.gov/regulations/ • Personally Identifiable Information (PII) -http://csrc.nist.gov/publications/nistpubs/800-122/sp800-122.pdf Item#7.Number of Storage devices for Texas HHS Confidential Information. The total number of devices is automatically calculated by exiting the fields in lines a-d. Use the<Tab>key when exiting the field to prompt calculation, if it doesn't otherwise sum correctly. • Item 7a. Devices.Provide the number of personal user computers, devices,and drives(including mobile devices, laptops, USB drives, and external drives)on which your business stores or will store Texas HHS Confidential Information. • Item 7b. Servers. Provide the number of servers not housed in a data center or "in the cloud,"on which Texas HHS Confidential Information is stored or will be stored.A server is a dedicated computer that provides data or services to other computers. It may provide services or data to systems on a local area network(LAN)or a wide area network(WAN)over the Internet. If none, answer"0"(zero). • Item 7c. Cloud Services.Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than on a local server or a personal computer. If none, answer"0"(zero.) • Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information.A Data Center is a centralized repository,either physical or virtual,for the storage, management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. If none,answer"0"(zero). Item#8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year.Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#9. HIPAA Business Associate Agreement. • Item#9a.Answer "Yes"if your business will use, disclose, create, receive, transmit, or store information relating to a client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid clients. If your contract does not include HIPAA covered information, respond"no."If"no,"a compliance plan is not required. • Item#9b.Answer"Yes"if your business has a notice of privacy practices(a document that explains how you protect and use a client/consumer's healthcare information)displayed either on a website(if one exists for your business)or in your place of business(if that location is open to clients/consumers or the public). If your contract does not include HIPAA covered information, respond "N/A." Item#10.Subcontractors. If your business responded "0"to question 4 (number of subcontractors),Answer "N/A"to Items 10a and 10b to indicate not applicable. • Item#10a.Answer "Yes"if your business requires that all subcontractors sign Attachment 1 of the DUA. • Item#10b.Answer"Yes"if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS Confidential Information on your business's behalf. Item#11. Optional Insurance.Answer "yes"if applicant has optional insurance in place to provide coverage for a Breach or any SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 14 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 other situations listed in tnis question. 11 you are not required to have this optional coverage, answer"N/A"A compliance plan is not required. SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT Reasonable and appropriate written Privacy and Security policies and procedures are required,even for sole proprietors who are the only employee, to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the event of a Breach of Texas HHS Confidential Information. To ensure that your business is prepared, all of the items below must be addressed in your written Privacy and Security policies and procedures. Item#1. Answer"Yes" if you have written policies in place for each of the areas(a-o). • Item#1a.Answer"yes" if your business has written policies and procedures that identify everyone, including subcontractors,who are authorized to use Texas HHS Confidential Information.The policies and procedures should also identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract with the Texas HHS agency. • Item#1b.Answer"Yes" if your business has written policies and procedures that require your employees (including yourself),your volunteers,your trainees, and any other persons whose work you direct,to comply with the requirements of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or description of services in the Base Contract. • Item#1c. Answer"Yes" if your business has written policies and procedures that limit the Texas HHS Confidential Information you disclose to the minimum necessaryfor your workforce and subcontractors(if applicable)to perform the obligations described in the Scope of Work or service description in the Base Contract. (e.g.,if a client/consumer's Social Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or service description in the Base Contract, then the Social Security Number will not be given to them.) If you are the only employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential Information that is not required for performance of the services. • Item #1d. Answer "Yes" if your business has written policies and procedures that explain how your business would respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures, at a minimum, must include the three items below. If any response to the three items below are no, answer"no." O Item#1di.Answer"Yes" if your business has written policies and procedures that require your business to immediately notify Texas HHS,the Texas HHS Agency, regulatory authorities,or other required Individuals or Authorities of a Breach as described in Article 4, Section 4 of the DUA. Refer to Article 4, Section 4.01: Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much information as possible about the Event/Breach and a name and contact who will serve as the single point of contact with HHS both on and off business hours. Time frames related to Initial Notice include: • within one hour of Discovery of an Event or Breach of Federal Tax Information,Social Security Administration Data, or Medicaid Client Information • within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided no later than 48 hours after Discovery for protected health information, sensitive personal information or other non-public information and must include applicable information as referenced in Section 4.01 (C)2. of the DUA. O Item#1dii.Answer"Yes" if your business has written policies and procedures require you to have and follow a written breach response plan as described in Article 4 Section 4.02 of the DUA. O Item#1diii. Answer"Yes" if your business has written policies and procedures require you to notify Reporting Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4 Section 4.03 of the DUA. • Item#1e.Answer"Yes" if your business has written policies and procedures requiring annual training of your entire workforce on matters related to confidentiality, privacy,and security,stressing the importance of promptly reporting any Event or Breach, outlines the process that you will use to require attendance and track completion for employees who failed to complete annual training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 15 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 • Item #1f. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals (clients/consumers)to access their individual record of Texas HHS Confidential Information, and allow them to amend or correct that information, if applicable. • Item#1g.Answer"Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information • Item#11h.Answer"Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor, employee,trainee, volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an individuals. If you are the only employee, you must demonstrate how you will document the noncompliance, update policies and procedures if needed,and seek additional training or education to prevent future occurrences. • Item#1i.Answer"Yes" if your business has written policies and procedures requiring you to update your policies within 60 days after you have made changes to how you use or disclose Texas HHS Confidential Information. • Item#1j. Answer"Yes" if your business has written policies and procedures requiring you to restrict attempts to take de-identified data and re-identify it or restrict any subcontractor,employee,trainee,volunteer,or anyone whose work you direct,from contacting any individuals for whom you have Texas HHS Confidential Information except to perform obligations under the contract, or with written permission from Texas HHS. • Item#1k.Answer"Yes" if your business has written policies and procedures prohibiting you from using,disclosing, creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States. • Item#11.Answer"Yes" if your business has written policies and procedures requiring your business to cooperate with HHS agencies or federal regulatory entities for inspections,audits,or investigations related to compliance with the DUA or applicable law. • Item#1m.Answer"Yes" if your business has written policies and procedures requiring your business to use appropriate standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should comply with Texas HHS requirements for retention of records and methods of disposal. • Item#1n.Answer"Yes" if your business has written policies and procedures prohibiting the publication of the work you created or performed on behalf of Texas HHS pursuant to the DUA,or other Texas HHS Confidential Information, without express prior written approval of the HHS agency. Item#2. Answer"Yes" if your business has a current training program that meets the requirements specified in the SPI for you,your employees, your subcontractors, your volunteers, your trainees, and any other persons under you direct supervision. Item#3.Answer"Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described in the SPI. Item#4. Answer"Yes" if your business maintains current lists of persons in your workforce, including subcontractors (if applicable), who are authorized to access Texas HHS Confidential Information. If you are the only person with access to Texas HHS Confidential Information, please answer "yes." Item#5. Answer"Yes" if your business and subcontractors (if applicable) monitor for and remove from the list of Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer"Yes." SECTION C. SECURITY RISK ANALYSIS AND ASSESSMENT This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems (e.g., laptop, personal computer, mobile device, database,server, etc.),select the"No Electronic Systems" box and respond "Yes"for all questions in this section. Item#1.Answer"Yes" if your business does not "offshore" or use, disclose, create, receive, transmit or maintain Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of technology services (application,cloud, data center, network, etc.) and request confirmation that they do not off- shore their data. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 16 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 item RL. Answer "Yes" it your business uses a person or company who is knowledgeable in IT security to maintain or oversee the configurations of your business's computing systems and devices.You may be that person, or you may hire someone who can provide that service for you. Item#3. Answer"Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews systems to ensure that access is limited to Authorized Users; has formal processes for granting, validating, and reviews the need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee, answer"Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential Information to fulfill your Authorized Purposes. Item#4. Answer"Yes" if your business has implemented a system for changing the password a system initially assigns to the user(also known as the default password),and requires users to change their passwords at least every 90 days, and prohibits the creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers, where possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/password-policy Item#5. Answer"Yes" if your business assigns a unique user name and private password to each of your employees, your subcontractors, your volunteers,your trainees and any other persons under your direct control who will use, disclose, create, receive, transmit or maintain Texas HHS Confidential Information. Item #6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes of user inactivity on all computing devices that access or store Texas HHS Confidential Information. If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy Item#7.Answer"Yes" if your business secures, manages, and encrypts remote access, such as: using Virtual Private Network(VPN) software on your home computer to access Texas HHS Confidential Information that resides on a computer system at a business location or, if you use wireless, ensuring that the wireless is secured using a password code. If you do not access systems remotely or over wireless, answer "Yes." Item#8. Answer"Yes" if your business updates the computer security settings for all your computers and electronic systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or intruders to access your system). For example, Microsoft's Windows security checklist: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/how-to-configure-security-policy-settings Item#9.Answer"Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.). If you are the only employee and use these practices for your business, answer"Yes." Item#10. Answer"Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is transmitted over a public network(e.g., the Internet, WIFI, etc.) or that is stored on a computer system that is physically or electronically accessible to the public (FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA)data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data.) For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/figs). Item#11. Answer"Yes" if your business stores Texas HHS Confidential Information on encrypted end-user electronic devices (e.g., laptops, USBs,tablets, smartphones, external hard drives, desktops, etc.) and can produce evidence of the encryption, such as, a screen shot or a system report(FIPS 140-2 encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare& Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated encryption products, please refer to: http://csrc.nist.gov/publications/fips). If you do not utilize end-user electronic devices for storing Texas HHS Confidential Information, answer"Yes." SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 17 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Item#12. Answer"Yes" if your business requires employees,volunteers, trainees and other workforce members to sign a document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer "Yes"if you have signed or are willing to sign the DUA,acknowledging your adherence to requirements and responsibilities. Item #13. Answer"Yes" if your business is willing to perform a criminal background check on employees, subcontractors, volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer"Yes" if you are willing to submit to a background check. Item#14. Answer"Yes" if your business prohibits the access, creation, disclosure, reception,transmission, maintenance, and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites, and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidential Information, answer"Yes." Item#15. Answer"Yes" if your business keeps current on security updates/patches (including firmware, software and applications)for computing systems that use, disclose,access,create,transmit, maintain or store Texas HHS Confidential Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https.,Ilportal.msrc.microsoft.com/en-us/ Item#16.Answer"Yes" if your business's computing systems that use,disclose, access,create,transmit, maintain or store Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating,see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/ Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system, refer to the Microsoft website for ensuring your system is logging security events, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/auditing/basic-security-audit-policies Item#18. Answer"Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 R1, Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance. Item#19. Answer"Yes" if your business ensures that all public facing websites and mobile applications containing HHS Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section 2054.516 SECTION D. SIGNATURE AND SUBMISSION Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate Texas HHS Contract Manager. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 18 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DvcuSign Certificate Of Completion Envelope Id:043ABD073CC6498EA38262FA19F37A62 Status: Completed Subject: HHS000812700042, Corpus Christi-Nueces County Public Health District(City), IDCU/COVID Contract Source Envelope: Document Pages:92 Signatures:6 Envelope Originator: Certificate Pages:6 Initials:0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 160.42.85.9 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 5/3/2022 3:58:03 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Steven Viera CD,,uS!g",dny: Sent:5/3/2022 4:02:37 PM stevev@cctexas.com fwtt"' vive. Viewed:5/3/2022 4:19:04 PM Interim Director of Health 7A198293F923439 Signed:5/16/2022 1:58:40 PM Corpus Christi-Nueces County Public Health Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None) Signed by link sent to stevev@cctexas.com Using IP Address: 155.190.8.4 Electronic Record and Signature Disclosure: Accepted:3/1/2022 5:00:47 PM ID:4f8f2f59-1a8a-43c3-a675-dd40eae6c04f Susana Garcia Completed Sent:5/16/2022 1:58:43 PM Susana.Garcia@dshs.texas.gov Resent:5/27/2022 12:43:55 PM CTCM, Unit Director Viewed:6/7/2022 9:58:06 AM DSHS Signed by link sent to Signed:6/13/2022 10:09:38 AM Security Level: Email,Account Authentication Susana.Garcia@dshs.texas.gov (None) Using IP Address: 167.137.1.12 Electronic Record and Signature Disclosure: Accepted:6/13/2022 10:08:31 AM ID:aeab30l3-6734-42aa-a5e4-afcc8defOcOe PATTY MELCHIOR Completed Sent:6/13/2022 10:09:41 AM Patty.Melchior@dshs.texas.gov Resent:6/13/2022 10:10:17 AM Director, DSHS CMS Viewed:6/13/2022 10:30:12 AM Security Level: Email,Account Authentication Signed by link sent to Signed:6/13/2022 10:31:40 AM (None) Patty.Melchior@dshs.texas.gov Using IP Address: 167.137.1.17 Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Signer Events Signature Timestamp DocuSigned by: Imelda Garcia d Sent:6/13/2022 10:31:43 AM ImeldaM.Garcia@dshs.texas.gov Viewed:6/13/2022 10:42:26 AM Associate Commissioner E, 87AFo32Ao9o24A9 Signed:6/13/2022 10:42:38 AM Texas Health and Human Services Commission Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Signed by link sent to ImeIdaM.Garcia@dshs.texas.gov Using IP Address: 160.42.85.12 Signed using mobile Electronic Record and Signature Disclosure: Accepted:7/6/2021 8:08:45 AM ID: 1a6909aa-b026-45a9-be9f-4240c2e32ff9 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Moriam Ojelade �E Sent:5/3/2022 4:02:36 PM moriamO@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Raymond Maylone � Sent:5/3/2022 4:02:36 PM Raymond M2@cctexas.com ED Viewed: 5/3/2022 4:07:35 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caeli Paradise E Sent:5/3/2022 4:02:36 PM caeli.paradise@dshs.texas.gov Viewed:6/13/2022 11:03:00 AM Contract Manager Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/21/2021 2:35:07 PM ID:c6dab47b-ff17-4990-be85-4057f6a41671 Denzel Otokunrin � Sent:5/3/2022 4:02:35 PM denzelo@cctexas.com ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox �� Sent:6/13/2022 10:42:42 AM CMS.InternalRouting@dshs.texas.gov Resent:6/13/2022 10:42:45 AM DSHS Contract Management Section Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/3/2022 4:02:36 PM Certified Delivered Security Checked 6/13/2022 10:42:26 AM Signing Complete Security Checked 6/13/2022 10:42:38 AM Completed Security Checked 6/13/2022 10:42:42 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:9/14/2020 7:10:18 PM Parties agreed to:Steven Viera,Susana Garcia, PATTY MELCHIOR, Imelda Garcia, Caeli Paradise ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the "Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant" from the Texas Department of State Health Services appropriating an additional $937,072.64 into the Health Grants Fund to provide funding in support of Texas Initiative for COVID-19 response activities. City Council February 14, 2023 Background and Staff Recommendation • IDCU-COVID o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). Ensure proper COVID-19 response activities are sustained. o September 1, 2022, through July 31, 2024 Background and Staff Recommendation o Total Contract value is $2,013,721.64 o Fiscal impact — All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council February 14, 2023 so �o o� A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of February 14, 2023 DATE: February 2, 2023 TO: Peter Zanoni, City Manager THRU: Constance Sanchez, Chief Financial Officer constancep(a)cctexas.com (361) 826-3189 FROM: Linda Stewart, Director Neighborhood Services Department lindas2(a)cctexas.com (361) 826-3862 Resolution of Support for 9% Low-income Housing Tax Credits for Corpus Christi Lofts CAPTION: Resolution in support of the proposed 9% Low-income Housing Tax Credits for a projected 74- unit affordable housing project known as Corpus Christi Lofts at 6502 Holly Road to be developed by Structure Development and MRE Capital, LLC. SUMMARY: Resolution of Support for the 74-unit development Corpus Christi Lofts 9% Low-income Housing Tax Credits development at 6502 Holly Road. BACKGROUND AND FINDINGS: Applications from developers for 9% Low-income Housing Tax Credits (LIHTC) are due to the Texas Department of Housing and Community Affairs (TDHCA) on March 1, 2023. LIHTCs are administered by the Internal Revenue Service and allocated to states. They are a critical funding tool for multi-family low-income housing projects. Region 10/Urban, which includes Nueces, Aransas, San Patricio, and Victoria counties, is generally awarded one LIHTC project annually. The 9% LIHTC application process is highly competitive. TDHCA awards LIHTC applications 17 points to projects that receive a Resolution of Support from the local municipal government entity. The Resolution of Support is necessary for the project to be competitive in the application process. The City does not determine application scores or the results of any tiebreakers. TDHCA will make the scoring determinations. Corpus Christi Lofts is projected to be a 74-unit multifamily development with units for renters with incomes at or below 60% of the area median income. The proposed development is located at 6502 Holly Road. The developers submitting the project are Structure Development and MRE Capital, LLC. A Resolution of Support does not guarantee that Corpus Christi Lofts will be awarded LIHTCs. There were four competitive 9% LIHTC pre-applications submitted to TDHCA for Region 10/Urban. There is also an application for supplemental credits for a previous project that is not part of the competitive round. The pre-applications included two in Corpus Christi, one in Victoria and one in Kingsville. Each pre-application is required to include a self-score. Using the self- scores, Corpus Christi Lofts has one more point than the other applications. The other Corpus Christi application is Weber Lofts. Weber Lofts is a proposed 58-unit development located at Weber Road and Capitol Drive. Weber Lofts is also being recommended for a Resolution of Support. ALTERNATIVES: The alternative is to not approve a Resolution of Support, which would reduce or eliminate the chance that the project will be determined by TDHCA to be competitive and thereby jeopardize the potential for the project to receive Low-income Housing Tax Credits. FISCAL IMPACT: The City will provide a $500 building permit fee waiver if the project is awarded the LIHTC and the development moves forward. FUNDING DETAIL: Fund: 1020 Organization/Activity: 11451 Mission Element: 132 Project # (CIP Only): NA Account: 530500 RECOMMENDATION: City staff recommends approval of the Resolution of Support. LIST OF SUPPORTING DOCUMENTS: Resolution PowerPoint Presentation Resolution in support of the proposed 9% Housing Tax Credits for a projected 74-unit affordable housing project known as Corpus Christi Lofts at 6502 Holly Road to be developed by Structure Development and MRE Capital, LLC. Whereas, Structure Development and MRE Capital, LLC. (the "Applicant") has proposed a development project to construct a 74-unit multifamily development for renter households with incomes at or below 60% of the area median income. The proposed development is located at 6502 Holly Road. ("Corpus Christi Lofts Project"); Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2023 Housing Tax Credits for the Corpus Christi Lofts Project; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council of the City of Corpus Christi hereby supports the proposed Corpus Christi Lofts Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges support for the proposed Corpus Christi Project located at 6502 Holly Road. Section 3. The City commits $500 in reduced fees if the Corpus Christi Lofts Project is awarded low income housing tax credits. PASSED AND APPROVED on the day of , 2023: Paulette M. Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley 1 Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2 u � CORPUS CHRISTI NEIGHBORHOOD SERVICES Resolutions of Support for 9% Low-income Housing Tax Credit Projects Corpus Christi Lofts and Weber Lofts City Council February 14, 2023 Low-income Housing Tax Credits • Low-income Housing Tax Credits (LIHTC) are the most common financing tool for multi-family affordable rental housing units • Tax credits are awarded by the Texas Department of Housing and Community Affairs (TDHCA). The application process is highly competitive • Corpus Christi is in Region 10/Urban which includes Nueces, Aransas, San Patricio, and Victoria counties. The region generally receives 1 award each year from the competitive process • In 2022 TDHCA awarded the LIHTC for Region 10/Urban to Victoria • In 2021 TDHCA awarded the LIHTC for Region 10/Urban to Corpus Christi for Palms at Blucher developed by TG110/Prospera LIHTC Timeline CORRUS CMR]STI 01/06/2023 Deadline for TDHCA Pre-Applications 01/13/2023 Deadline for Applications to City for Resolutions of Support 02/14/2023 Recommendations for Resolutions presented to Council 03/01/2023 Deadline for Full Applications from Developers to TDHCA 06/2023 TDHCA Publishes List of Eligible Applications 07/2023 TDHCA Announces Final Awards Pre-Applications Submitted to TDHCA (As listed by TDHCA/in no prioritized order) DeWeber Lofts by velopment Address MEEM LIHTC Request of Weber Rd and Creative Urban and Capitol Dr Corpus Christi 58 58 General $1,308,910 ALMA Weber 901 John Stockbauer Dr Victoria 90 100 Elderly $1,951,912 1420 Senator Carlos Truan Kingsville 45 94 Elderly $1,017,100 DevelopmentCorpus Christi Lofts by Structure 6502 Holly Rd Corpus Christi 100* 100* General $1,308,911 MRE Capital Palms at Blucher 209 S.Carancahua&209, 217,223,227 S.Tancahua Corpus Christi 72 72 General $225,000 Total Available HTC $1,308,912 LIHTCs $5,811,833 Requested *Since the pre-application,this project has been reduced to 74 units **Application is for supplemental credits and is not part of the competitive process. TDHCA Pre-application Scoring* Corpus Christi Possible Lofts Weber Lofts Points Self Score** 130 136 143 Government Support 17 17 17 Community Participation** 4 4 9 State Rep Support 8 8 8 Input from Community Orgs** 4 4 4 Concerted Revitalization Plan** 7 0 7 Total Points 170 169*** T177 *Pre-application scores are not final scores.Several factors can change between the TDHCA pre-application and the TDHCA full application that impact the scoring. **There are either/or scenarios in these point categories.There are points that projects can get in either Self Score or Concerted Revitalization Plan and there are points that projects can get in either Community Participation or Input from Community Organizations.Because of this,the points on the slide do not equal 177 but 177 points are the total available. ***Victoria and Kingsville projects have 169 self scores as well. 2023 LIHTC Applications alrns at Blucher we dl 4r i,Y r :•fir •` Weber Lofts. a� _ h. Corpus Chi\rls�kt.Lofts �. 6 Google Earth , .. L ,�•f 2 m. i4 Corpus Christi Lofts a M • Developers/Owners - Structure Development and MRE Capital p N latl Lexa � • 6502 Holly Road — D4 am • 3.33 acres • Zoned CN-1 — project qualifiesf I • o 74 units for 60/ AMI and below • 11 2, and 3 bedroom mix • $19,324,405 development cost ` • HOME loan of $1,000,000 will be requested �p Us cH O yfs,'s7 m +a 2° T�. y QY�� Weber Lofts tiORPUS CHRISTI • Developers/Owners - Creative Urban and ALMA Weber • Southwest corner of Weber Rd and Capitol Dr — D3 • 1.7 acres • Zoned RM-1 — — project qualifies p J • 58 Units at 60% AMI and below • 1 and 2 bedroom mix • $16,225,013 development cost • No request for HOME funds 9 �p Us cH i �" Weber Lofts Concept � X l 1852 nl gni 1 Resolutions of Support a M • Staff recommend Council authorization of Resolutions of Support for Corpus Christi Lofts and Weber Lofts • Resolutions of Support that include a financial contribution from the local municipal government result in an additional point in the scoring process • Applications receiving the additional point are considered most competitive • Commitment to $500 in fee waivers for each of the two new projects is included in the Resolutions of Support �G CORPUS CHRISTI NEIGHBORHOOD SERVICES Questions? City Council February 14, 2023 so �o o� A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of February 14, 2023 DATE: February 2, 2023 TO: Peter Zanoni, City Manager THRU: Constance Sanchez, Chief Financial Officer constancep(a)cctexas.com (361) 826-3189 FROM: Linda Stewart, Director Neighborhood Services Department lindas2(a)cctexas.com (361) 826-3862 Resolution of Support for 9% Low-income Housing Tax Credits for Weber Lofts CAPTION: Resolution in support of the proposed 9% Low-income Housing Tax Credits for a projected 58- unit affordable housing project known as Weber Lofts at Weber Road and Capitol Drive to be developed by Creative Urban Multifamily, LLC and ALMA Weber GP. SUMMARY: Resolution of Support for the 58-unit development Weber Lofts 9% Low-income Housing Tax Credits development at the Southwest corner of Weber Road and Capitol Drive. BACKGROUND AND FINDINGS: Applications from developers for 9% Low-income Housing Tax Credits (LIHTC) are due to the Texas Department of Housing and Community Affairs (TDHCA) on March 1, 2023. LIHTCs are administered by the Internal Revenue Service and allocated to states. They are a critical funding tool for multi-family low-income housing projects. Region 10/Urban, which includes Nueces, Aransas, San Patricio, and Victoria counties, is generally awarded one LIHTC project annually. The 9% LIHTC application process is highly competitive. TDHCA awards LIHTC applications 17 points to projects that receive a Resolution of Support. The Resolution of Support is necessary for the project to be competitive in the application process. TDHCA will make the scoring determinations. The City does not determine application scores or the results of any tiebreakers. Weber Lofts is a 58-unit multi-family development with units for renters with incomes at or below 60% of the area median income. The proposed development is located at the southwest corner of Weber Road and Capitol Drive. The developer submitting the project is Creative Urban Multifamily, LLC and ALMA Weber GP. A Resolution of Support does not guarantee that Weber Lofts will be awarded LIHTCs. There were four competitive 9% LIHTC pre-applications submitted to TDHCA for Region 10/Urban. There is also an application for supplemental credits for a previous project that is not part of the competitive round. The pre-applications included two in Corpus Christi, one in Victoria and one in Kingsville. Each pre-application is required to include a self-score. Using the self-scores, the other Corpus Christi project, Corpus Christi Lofts, has one more point than the other applications. The proposed Corpus Christi Lofts is 74 units located at 6502 Holly Road and is also being recommended for a Resolution of Support. ALTERNATIVES: The alternative is to not approve a Resolution of Support, which would greatly reduce or eliminate the chance that the project will be determined as competitive by the TDHCA and decrease the potential for award of Low-income Housing Tax Credits. FISCAL IMPACT: The City will provide a $500 building permit fee waiver if the project is award LIHTC and the development moves forward. FUNDING DETAIL: Fund: 1020 Organization/Activity: 11451 Mission Element: 132 Project # (CIP Only): NA Account: 530500 RECOMMENDATION: City staff recommends approval of the Resolution of Support. LIST OF SUPPORTING DOCUMENTS: Resolution PowerPoint Presentation Resolution in support of the proposed 9% Housing Tax Credit for a projected 58-unit affordable housing project at Weber Road and Capitol Drive known as Weber Lofts to be developed by Creative Urban Multifamily, LLC and ALMA Weber GP. Whereas, Creative Urban Multifamily, LLC and ALMA Weber GP. (the "Applicant") has proposed a development project to construct a 58-unit multifamily development for renter households with incomes at or below 60% of the area median income. The proposed development is located at Weber Road and Capitol Drive ("Weber Lofts Project"); Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA")for 2023 Housing Tax Credits for the Weber Lofts Project; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council of the City of Corpus Christi hereby supports the proposed Weber Lofts Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges support for the proposed Weber Lofts Project located at Weber Road and Capitol Drive. Section 3. The City commits $500 in reduced fees if the Weber Lofts Project is awarded low income housing tax credits. PASSED AND APPROVED on the day of , 2023: Paulette M. Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley 1 Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2 u � CORPUS CHRISTI NEIGHBORHOOD SERVICES Resolutions of Support for 9% Low-income Housing Tax Credit Projects Corpus Christi Lofts and Weber Lofts City Council February 14, 2023 Low-income Housing Tax Credits • Low-income Housing Tax Credits (LIHTC) are the most common financing tool for multi-family affordable rental housing units • Tax credits are awarded by the Texas Department of Housing and Community Affairs (TDHCA). The application process is highly competitive • Corpus Christi is in Region 10/Urban which includes Nueces, Aransas, San Patricio, and Victoria counties. The region generally receives 1 award each year from the competitive process • In 2022 TDHCA awarded the LIHTC for Region 10/Urban to Victoria • In 2021 TDHCA awarded the LIHTC for Region 10/Urban to Corpus Christi for Palms at Blucher developed by TG110/Prospera LIHTC Timeline CORRUS CMR]STI 01/06/2023 Deadline for TDHCA Pre-Applications 01/13/2023 Deadline for Applications to City for Resolutions of Support 02/14/2023 Recommendations for Resolutions presented to Council 03/01/2023 Deadline for Full Applications from Developers to TDHCA 06/2023 TDHCA Publishes List of Eligible Applications 07/2023 TDHCA Announces Final Awards Pre-Applications Submitted to TDHCA (As listed by TDHCA/in no prioritized order) DeWeber Lofts by velopment Address MEEM LIHTC Request of Weber Rd and Creative Urban and Capitol Dr Corpus Christi 58 58 General $1,308,910 ALMA Weber 901 John Stockbauer Dr Victoria 90 100 Elderly $1,951,912 1420 Senator Carlos Truan Kingsville 45 94 Elderly $1,017,100 DevelopmentCorpus Christi Lofts by Structure 6502 Holly Rd Corpus Christi 100* 100* General $1,308,911 MRE Capital Palms at Blucher 209 S.Carancahua&209, 217,223,227 S.Tancahua Corpus Christi 72 72 General $225,000 Total Available HTC $1,308,912 LIHTCs $5,811,833 Requested *Since the pre-application,this project has been reduced to 74 units **Application is for supplemental credits and is not part of the competitive process. TDHCA Pre-application Scoring* Corpus Christi Possible Lofts Weber Lofts Points Self Score** 130 136 143 Government Support 17 17 17 Community Participation** 4 4 9 State Rep Support 8 8 8 Input from Community Orgs** 4 4 4 Concerted Revitalization Plan** 7 0 7 Total Points 170 169*** T177 *Pre-application scores are not final scores.Several factors can change between the TDHCA pre-application and the TDHCA full application that impact the scoring. **There are either/or scenarios in these point categories.There are points that projects can get in either Self Score or Concerted Revitalization Plan and there are points that projects can get in either Community Participation or Input from Community Organizations.Because of this,the points on the slide do not equal 177 but 177 points are the total available. ***Victoria and Kingsville projects have 169 self scores as well. 2023 LIHTC Applications alrns at Blucher we dl 4r i,Y r :•fir •` Weber Lofts. a� _ h. Corpus Chi\rls�kt.Lofts �. 6 Google Earth , .. L ,�•f 2 m. i4 Corpus Christi Lofts a M • Developers/Owners - Structure Development and MRE Capital p N latl Lexa � • 6502 Holly Road — D4 am • 3.33 acres • Zoned CN-1 — project qualifiesf I • o 74 units for 60/ AMI and below • 11 2, and 3 bedroom mix • $19,324,405 development cost ` • HOME loan of $1,000,000 will be requested �p Us cH O yfs,'s7 m +a 2° T�. y QY�� Weber Lofts tiORPUS CHRISTI • Developers/Owners - Creative Urban and ALMA Weber • Southwest corner of Weber Rd and Capitol Dr — D3 • 1.7 acres • Zoned RM-1 — — project qualifies p J • 58 Units at 60% AMI and below • 1 and 2 bedroom mix • $16,225,013 development cost • No request for HOME funds 9 �p Us cH i �" Weber Lofts Concept � X l 1852 nl gni 1 Resolutions of Support a M • Staff recommend Council authorization of Resolutions of Support for Corpus Christi Lofts and Weber Lofts • Resolutions of Support that include a financial contribution from the local municipal government result in an additional point in the scoring process • Applications receiving the additional point are considered most competitive • Commitment to $500 in fee waivers for each of the two new projects is included in the Resolutions of Support �G CORPUS CHRISTI NEIGHBORHOOD SERVICES Questions? City Council February 14, 2023 so �o o� A v WoRPORPg4 AGENDA MEMORANDUM 1852 City Council Meeting of February 14, 2023 DATE: February 14, 2023 TO: Peter Zanoni, City Manager FROM: Dan McGinn, Director of Planning DanielMc@cctexas.com 361-826-7011 Short-Term Rentals Council Briefing STAFF PRESENTER(S): Name Title/Position Department 1 . Daniel McGinn Director Planning 2. Linda Stewart Director Neighborhood Services 3. Heather Hurlbert Director Finance 4. Michael Dice Assistant Director Development Services BACKGROUND: The popularity of STRs through online marketplaces like Airbnb and VRBO has brought new challenges and concerns for municipalities on how to properly regulate them. In 2021 , City Council recognized the importance of creating regulations that allow property owners to utilize their property for such purposes without causing harm to neighborhoods and requested City staff to conduct a review of the City's needs and draft an ordinance that regulates such activity. On June 28, 2022, City Council approved a new Short-Term Rental Ordinance. The ordinance amends the City's Unified Development Code (UDC) to allow short-term rentals (STRs) with restrictions in single-family residential districts citywide but not in single-family residential districts within the Padre/Mustang Island Area Development Plan area. The STR Ordinance requires registration of any property that is rented for less than 30 consecutive days in all areas of Corpus Christi. As discussed during the June City Council meeting, this briefing is serving as the six (6) month update providing a status report on permitting, code enforcement, and technology being utilized to implement the STR program. LIST OF SUPPORTING DOCUMENTS: PowerPoint — CC STR Briefing 2.14.23 Short Term Rental Update February 14, 2023 - Outline • STR Ordinance Background • STR Website and Interactive map • Permitting Data • Code Enforcement (Staffing, Workflow, Investigations, Findings and Compliance) • Public Feedback Short Term Rentals -Team Permitting Enforcement Hotel Occupancy Tax Collection Development Code Finance Services Enforcement Lega Municipal Court Short Term Rentals • Rental accommodations that include a variety of unit °° F nd places to stay on types (condo, townhome, single family home, RV's, Arbnb boats, etc..) for less than 30 days. Pre-STR Ordinance Adoption • Prohibited in all single-family zoned areas Earn upto A-A.9.$2,131/month byhosting travelers• Permitted use in Multi family and Commercial areas• No registration system in place ` 0 • Adopted 2022 STR Regulations 0 Created a registration system Established health and safety requirements ..,� — Established criteria allowing STR's in single family zoning districts (Still prohibited on N. Padre Island) 4 STR Website/Map EE) �_ �� -227b.8.1 www.cctexas.com/str - SI rt-Term Rentals(STR) i C = _ Frequently Asked Questions ..,.. 5 - LLv Permitting Data 11707 STIR Permits Total (As of 2/3/23) . Single-Family Breakdown- 220 . Type 1 Single-Family — 55 . Type 2- Single-Family — 165 . Multi-Family- 1,487 1 permit exceed the Type 2 block face allowance (permits were reviewed in the order submitted) . Laguna Shores StaffingUpdate and Workflow Teams/Hours Process for Investigations ❖ (2)Full Time Officers/(1)Full Time Clerk Process for the Island—(RS-6)—Illegal STR Currently—(2) Officers pending Process for other properties—Legal STRs (Complaint based) ❖ AM/PM Hours— 10 Hour Shifts ❖ Process for other properties -Legal STRs ❖ $Allocated for STR Program= $539,992 (Proactive case work) ❖ Process for block face allowance (Density) •'• Process for noise/nuisance complaints *As of 2/7/23 4 Investigations Complaint-based Proactive Investigations Investigations (Compliance rate 45.5%) ➢ Helpline — 0 ➢ Online research— 395 properties ➢ 311 — 6 ➢ Compliant (long-term rental/permitted) — 180 ➢ Direct Inquiries - 20 properties ➢ Needs more research — 34 properties *As of 2/7/23 ➢ Notification letters — 334 (responsible parties) Findings & Compliance Findinus Compliance Rate — 71.2% ➢ (18 1) Cases Created ➢ Not permitted/operating — 52 ➢ (26 1) Citations Issued ➢ Permitted/Stopped Adv./Stopped Operations - 129 *As of 2/7/23 9 v Feedback • Modify permitting requirements for large condo projects that have a central property management firm on site . • Why is the fee so high ? Why did it change from 2022 to 2023 ? *As of 2/7/23 STR Program Annual Costs Software/ 24 hr STIR Helpline $60,000 Development Services (2 FTE) $112,662 ; Code Enforcement (5 FTE & 4 Vehicles) $435,235 Outreach (Education, Mailing, Advertisements) $20,400 Administrative Allocation (1%) $6,283 tifl � c TOTAL ,WNW, pp- A x, i. y STR Fee Comparison : Galveston,TX Annual registration fee Port Aransas,TX Annual registration fee $50 San Marcos,TX Annual registration fee $50 South Padre Island,TX Annual registration fee $50 Fort Myers,FL Annual registration fee $95 Myrtle Beach,FL Annual registration fee $100 San Antonio,TX 3-year permit $100 Irving,TX Annual registration fee $200 ($250) effective Virginia Beach,VA Annual registration fee $200 January 1, 2023 New Braunfels,TX Annual registration fee $206 Asheville,NC V9 Annual registration fee $300 Frisco,TX Annual registration fee $300 Fort Lauderdale,FL Initial registration fee $350 Charleston,SC Annual registration fee $368.82+$3.90 per$1000 of expected income Arlington,TX Annual registration fee $500 Destin,FL Annual registration fee $500-700 Renewal Type 1:$80 Type 2:$160 Austin,TX Annual registration fee $643 Renewal $355 12 • Questions 13