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Agenda Packet City Council - 06/13/2023
,5r.,f,,r Cit of Corpus Christi 1201 Leopard Street Y p Corpus Christi,TX 78401 x x cctexas.com \ Meeting Agenda - Final-revised City Council Tuesday,June 13,2023 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 Father Bartz, St. Nicholas Greek Orthodox Church. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Victor Guajardo, Senior at St. John Paul II 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. 23-0953 Corpus Christi Metropolitan Planning Organization Bike Plan Update by Transportation Planning Director Rob MacDonald 2. 23-0952 Memorial Day Recap by President & CEO Brett Oetting, Visit Corpus Christi 3. 23-0954 2023 Bay Jammin' Concert and Cinema Series at Cole Park (June 1 - August 17) 4. 23-0951 Corpus Christi Fire Department 44th Academy Graduation (June 15, 2023 at 3:00 pm) City of Corpus Christi Page 1 Printed on 6/12/2023 City Council Meeting Agenda-Final-revised June 13,2023 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: 5. 23-0985 Airport Board (1 vacancy) Civil Service Commission (1 vacancy) Civil Service Board (1 vacancy) Construction Trade Advisory & Appeals Board (9 vacancies) Senior Corps Advisory Committee (1 vacancy) H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 6 - 27) 6. 23-0936 Approval of the May 23, 2023 Regular Meeting Minutes. Sponsors: City Secretary's Office Consent-Second Reading Ordinances 7. 23-0842 Ordinance appropriating $858,584.84 from the unreserved fund balance in the PEG Cable Fund; authorizing execution of Amendment#1 to the service agreement with The Personal Computer Store, Inc., dba Avinext to complete the second phase of the audio and video media renovation to the City Council Chambers; and amending the FY 2023 Operating Budget. Sponsors: Information Technology Services, Communications&Intergovernmental Affairs and Finance &Procurement 8. 23-0828 Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of its utility system senior lien revenue improvement and/or refunding bonds in one or more series (as designated by purpose and series) for water, wastewater, and stormwater utility improvements in an amount not to exceed $114,000,000 and refinancings in an amount not to exceed $186,645,000, within set parameters and according to the plan of finance set by the City's financial advisors; making provisions for the payment and security thereof by a first and prior lien on and pledge of City of Corpus Christi Page 2 Printed on 6/12/2023 City Council Meeting Agenda-Final-revised June 13,2023 the net revenues of the City's utility system on a parity with certain currently outstanding utility system revenue obligations; delegating the authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of each series of bonds; and providing an effective date. Sponsors: Finance &Procurement 9. 23-0829 Ordinance authorizing the issuance of"City of Corpus Christi, Texas, General Improvement Bonds, Series 2023" for improvements to streets and parks and recreation facilities in an amount not to exceed $35,750,000 within set parameters and according to the plan of finance set by the City's financial advisors; levying a continuing direct annual ad valorem tax for the payment of the bonds; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. Sponsors: Finance &Procurement 10. 23-0831 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023K for improvements to public safety facilities in an amount not to exceed $6,300,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. Sponsors: Finance &Procurement 11. 23-0830 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202313" for parks and recreation and solid waste improvements in an amount not to exceed $8,700,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. Sponsors: Finance &Procurement 12. 23-0911 Ordinance authorizing the issuance of"City of Corpus Christi, Texas City of Corpus Christi Page 3 Printed on 6/12/2023 City Council Meeting Agenda-Final-revised June 13,2023 Limited Tax Notes, Series 2023", for street improvements in an amount not to exceed $3,500,000; levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the notes; enacting other provisions incident and related thereto; and providing an effective date. Sponsors: Finance &Procurement Consent- Contracts and Procurement 13. 23-0654 Motion authorizing the purchase of 41 bullet-resistant shields from GT Distributors, Inc. of Austin, Texas, through BuyBoard Cooperative, for the Corpus Christi Police Department in the amount of$154,059.50, with funding from the Police Grants Fund. Sponsors: Police Department 14. 23-0484 Motion authorizing execution of a three-year service agreement with Total Protection, Inc., through the GoodBuy Purchasing Cooperative, for security access control, ID badging systems services, and repairs for City facility access control in an amount not to exceed $511,080.00, with FY 2023 funding of$42,590.00 from various department funds. Sponsors: Information Technology Services and Finance &Procurement 15. 23-0826 Motion authorizing execution of Amendment#1 to the service agreement with SHI Government Solutions for$68,919.64 to renew Splunk data analysis software licenses for a one-year term, with FY 2023 funding from the Information Technology Fund. Sponsors: Information Technology Services and Finance &Procurement 16. 23-0913 Motion authorizing execution of a three-year agreement with SoftwareONE, Inc., of Milwaukee, WI, through Texas DIR, for $4,353,352.77 for renewal of the Microsoft Enterprise software license, with FY 2023 funding of$1,451,117.59 from the Information Technology Fund. Sponsors: Information Technology Services and Contracts and Procurement 17. 23-0517 Motion authorizing execution of a one-year service agreement, with two one-year options, with Eurofins Environment Testing South Central, LLC, of Leola, PA, with an office in Corpus Christi, for an amount not to exceed $70,661.00 and a potential amount up to $211,982.00 if the options are exercised, for chemical analyses of water and wastewater samples, with FY 2023 funding of$29,441.94 from the Water and Wastewater Funds. Sponsors: Corpus Christi Water and Finance &Procurement 18. 23-0671 Resolution authorizing two one-year supply agreements, with two additional one-year options, with Aclara Technologies, LLC, of St. Louis, Missouri, to purchase meter transmission units for both Corpus Christi City of Corpus Christi Page 4 Printed on 6/12/2023 City Council Meeting Agenda-Final-revised June 13,2023 Water, in an amount not to exceed $3,207,013.33, and a potential of $9,621,039.99 if all options are exercised, and Gas Operations, in an amount not to exceed $2,615,991.05, and a potential amount of $7,847,973.15 if all options are exercised, with FY 2023 funding of $1,000,000.00 from Water Fund and $363,332.09 from Gas Fund. Sponsors: Corpus Christi Water, Gas Department and Finance & Procurement 19. 23-0834 Motion authorizing execution of a three-year service agreement with McMahan Services, Ltd., of Cuero, with an office in Corpus Christi, in an amount not to exceed $420,550.00 for fire alarm and fire suppression services for the Asset Management Department, with FY2023 funding of $35,046.00 from the Facility Maintenance Fund. Sponsors: Asset Management Department and Finance & Procurement 20. 23-0839 Resolution authorizing a one-year supply agreement, with two one-year options, with Texas Waste Equipment, Inc., dba Heil of Texas, of San Antonio in an amount not to exceed $250,000.00, and a potential amount of$750,000.00 if options are exercised, for garbage truck parts for Asset Management-Fleet, with FY 2023 funding of$62,500.00 from the Fleet Maintenance Service Fund. Sponsors: Asset Management Department and Finance & Procurement 21. 23-0899 Motion authorizing execution of a one-year service agreement, with two one-year options, with Loftin Equipment Company, of Phoenix, AZ, with an office in Universal City, Texas, in an amount not to exceed $467,180.00, and a potential amount up to $1,401,540.00 if options are exercised, for inspections, preventative maintenance, and repairs of generators in City facilities, with FY 2023 funding of$155,726.00 from the Facility Maintenance Fund. Sponsors: Asset Management Department and Finance & Procurement 22. 23-0982 Motion authorizing a six-month Shoreline Median Improvements agreement with zero option periods with Coastal Landscape Management & Design, LLC, to provide plants and landscaping services on medians along Shoreline Boulevard between Kinney Street and Louisiana Avenue in an amount not to exceed $150,927.34, with FY2023 funding from the General Fund. Sponsors: Parks and Recreation Department and Finance &Procurement Consent- Capital Projects 23. 23-0285 Motion awarding a construction contract to CSE W-Industries of Houston, Texas, for electrical upgrades and an additional new backup generator at the Corpus Christi Police Department Headquarters, in an amount not to exceed $1,209,169.00, located in Council District 1 with FY 2023 funding available from the Bond 2018 Fund, and 2023 Certificates of Obligation. Sponsors: Engineering Services, Asset Management Department and Contracts City of Corpus Christi Page 5 Printed on 6/12/2023 City Council Meeting Agenda-Final-revised June 13,2023 and Procurement 24. 23-0631 Motion awarding a professional services contract to Plummer Associates, Inc., Corpus Christi, Texas, to provide engineering evaluation services for repairs and improvements needed at the O.N. Stevens Water Treatment Plant Filter Wash Water Recycle Pond, in an amount not to exceed of$120,133.00 with FY 2023 funding available from Water Capital Fund. Sponsors: Engineering Services, Corpus Christi Water and Contracts and Procurement 25. 23-0633 Motion awarding a professional services contract to Hazen and Sawyer, Corpus Christi, Texas, to provide a condition and operational assessment; an alternatives analysis; and design, bid and construction phase services for flocculator replacement at the O.N. Stevens Water Treatment Plant, in an amount not to exceed $1,665,622.00 with FY 2023 funding available from Water Capital Fund. Sponsors: Engineering Services, Corpus Christi Water and Contracts and Procurement Consent-First Reading Ordinances 26. 23-0825 Ordinance authorizing an amendment in the amount of$79,923.00 to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement with Cypress Point Capital, LLC, to fully fund the construction of a required water arterial transmission grid main line for the proposed residential development located South of Farm Road 2444 on County Road 43, otherwise known as Caroline's Heights Unit 1; appropriating $79,923.00 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. Sponsors: Development Services 27. 23-0902 Ordinance authorizing acceptance and future amendments of STI/HIV Prevention Services Grant for$269,815.00 from the Texas Department of State Health Services (DSHS); and appropriating $269,815.00 in the Health Grant Fund to provide STI/HIV prevention and control services for the period of September 1, 2023, through August 31, 2024. Sponsors: Health Department J. LEGISLATIVE UPDATE: (NONE) K. RECESS FOR LUNCH L. PUBLIC HEARINGS: M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 28 - 34) City of Corpus Christi Page 6 Printed on 6/12/2023 City Council Meeting Agenda-Final-revised June 13,2023 28. 23-0946 Resolution amending and extending the FY2020-2025 Infrastructure Management Plan to include Fiscal Years 2026-2028 and to focus more on street rehabilitation and preventative maintenance utilizing a pavement only approach for the remaining years of the Infrastructure Management Plan. Sponsors: Public Works/Street Department 29. 23-0625 Ordinance rejecting the low bid of Iconx Operating LLC as non-responsive and non-responsible and awarding a construction contract to the second low bidder, Northstar Elite Construction & Consulting, LLC, Spring Branch, TX, for the West Guth Park improvements project in an amount of$1,656,379.39 located in Council District 1, with FY 2023 funding available from the Bond 2020 Proposition B Funds. Sponsors: Engineering Services, Parks and Recreation Department and Contracts and Procurement 30. 23-0651 Motion authorizing the purchase of a new custom ramped playground unit and swing set, with fabric shade structures, for Cole Park from Playcore Wisconsin, Inc., dba GameTime, via OMNIA Partners Cooperative, for$361,893.19, with funding from Bond 2022 Prop B (Parks and Rec). Sponsors: Parks and Recreation Department and Finance &Procurement 31. 23-0797 Motion awarding a professional services contract to HDR Inc., Corpus Christi, Texas, to provide professional engineering services to assess the condition of the 64-inch diameter Mary Rhodes Pipeline Phase I water transmission main in an amount not to exceed $2,580,261.00 with FY 2023 funding available from the Water Capital Fund. Sponsors: Engineering Services, Corpus Christi Water and Contracts and Procurement 32. 23-0628 One-reading ordinance authorizing a construction contract with SpawGlass Contractors, Inc. of Corpus Christi for the construction of new restrooms, parking lot and park amenities at Surfside Park in North Beach for a total amount of$5,996,091.00; appropriating $1,856,612.00 from the unreserved fund balance of the State Hotel Occupancy Tax Fund and transferring such funds to the SHOT Capital Improvement Program fund; amending the FY 2023 Operating and Capital Improvement Budgets, located in Council District 1, with FY 2023 funding available from the Park and Recreation Bond 2020 Fund and SHOT CIP Fund. Sponsors: Engineering Services, Parks and Recreation Department and Contracts and Procurement 33. 23-0925 One-reading ordinance authorizing Change Order No. 5 with Anderson Columbia Co., Inc. of Corpus Christi for extension of the retaining wall for the Park Road 22 Bridge Project in the amount of$335,240 for a total amount not to exceed $15,604,483.60; appropriating $335,240 City of Corpus Christi Page 7 Printed on 6/12/2023 City Council Meeting Agenda-Final-revised June 13,2023 from the unreserved fund balance and transferring to Fund 3278 of Tax Increment Reinvestment Zone #2; amending the FY 2023 Operating and Capital Budgets; located in Council District 4 with funding available from Tax Increment Reinvestment Zone #2 Capital Fund. Sponsors: Engineering Services, Public Works/Street Department and Contracts and Procurement 34. 23-0838 Ordinance amending Section 5-38 of the City Code to allow for a consolidated permit for short-term rental units within multifamily buildings with a sole operator; Providing for a penalty not to exceed $500 and publication. Sponsors: Planning Department N. BRIEFINGS: O. EXECUTIVE SESSION: (ITEM 35) 35. 23-0959 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 collective bargaining matters in the Agreement with the Corpus Christi Police Officers' Association, Chapters 143 and 172 of the Texas Local Government Code, other collective bargaining agreements as necessary, including potential approval in open session of matters related thereto as necessary. P. ADJOURNMENT City of Corpus Christi Page 8 Printed on 6/12/2023 Corpus Christi MPO Regional Transportation Planning Agency ACTIVE TRANSPORTATION PLANS Rob MacDonald, MPA, PE CORPUS CHRISTI Transportation Planning Director mpn June 13, 2023 602 N.Staples St.Suite 300 METROPOLITAN PLANNING CorpusChristi,TX 78401 Tel:361.884.0687 E-mail:ccmpoacctxmpo.us Website:www.corpuschristi-mpo.org Schedule of the Strategic Plan for Active Mobility • BEGAN: February 2015 ®�' �► -� ® +. • COMPLETED: April 2016 37 • ADOPTED BY orpusChried CITY OF CORPUS CHRISTI: May 2016 m • ADOPTED BY y CITY OF PORTLAND: August 2016 ... Ali • ADOPTED BY .. CORPUS CHRISTI MPO: February 2020 Corpus Christi Metropolitan Planning Organization Planning Area Map CORPUS CHRISTI METROPOLITAN PLANNING ORGANIZATION Process Used to Develop the Strategic Plan for Active Mobility Wa(finding Map Page Key VON-! A ► .� �I'. � F �'��F� D3 w E2' _.. ...., 1. Identify Centers of Community Activity, — 2. Identify Key Connections between them, 3. Determine what type of bicycle ✓e �� ^� °�^ infrastructure should be installed on each segment. DRAFT - • - of 2050 Metropolitan Transportation (20 50 Approve Outreach,Communication and Survey Plan Approve Equity Outreach and Analysis Program 1) Notice to Proceed Issued: April 21, 2023 Regional Crash Safety Action Plan 2) Stakeholder Committee Membership Approval: June 1, 2023 Regional Resiliency Plan 3) Data Gathering— Public Outreach Kickoff: April—August 2023 Regional 4) Public Outreach: May 2023—July 2024 Regional Congestion Management Process 5) Best Practices Review: April—August 2023 ITS Architecture/ • Plan 6) Online Survey:July—August 2023 Regional Transit Plan 7) Identify Pedestrian, Bicycle, and Micro-mobility Needs, Issues, and Opportunities: June—October 2023 Regional Specialized Transit Coordination Plan 8) Pedestrian, Bicycle, Micro-mobility (Complete Streets) Network Regional Safe System Plan Refinement: October 2023— February 2024 Approve Official Population and Jobs Growth Forecast 9) Ordinance and Design Recommendations: June 1, 2024 Approve 2050 Location of Growth in Population and Jobs 10) Project Development: January—April 2024 Approve New Metropolitan Planning Area Boundary 11) Project Prioritization: April— May 2024 Approve-$1.2 Billion Financial Plan for Region 12) Draft Plan for Public Review:June 6, 2024 Approve Updated Road Functional Classification /Eligibility 13) Final Plan Adoption: August 1, 2024 Approve Funded Project List and Unfunded Needs List CORPUS CHRISTI METROPOLITAN •• • 2050 MTP: Active Trans portation/Corn • Streets/Micro-mobility `NISEpkpUS 011.11 fS UIy,�C�fprfd ADA Accessibility Program °'t510E S FY 2021/2022 Accomplishments s ? i Aab)- 's and Goals Report W ' COMPLftSAFE SYSTEM °` Civil Rights Division a gra«, n APPROACH STREETS• �W PrioritizingSafety Designing for Small for All Road Users ./'� fsppNS/BItITY IS SMAREp Things With Wheels t February 2033 f'# • i N C H R P P,oposcd TyVital scct;uns w yrtng cepmave oasgnw�n apadway cpmaaE*^TxDOT ADA Curb Ramp and Sidewalk Guidance Stlawalks must be tl tlf - lus an-n uban ietl set Full ---n p j tl as.,�.,.,..,. Newconsiru t p j Is ' J ® Projects iMhnexist ng right of v.ay tl�at-nGude pavement wtleri ng' - - ��� �_'""�� N Legend s sgri(cant p-1 al for petlestrans t°valk R.IMnryfdQway; No Sidewalk Available s „Nev i I Sidewalk Available Faalees 1pcatea on a�mufe fp scnool(sl,of ° f z iMr. Facil ties located on a tansn route.All h..it stops must be made a m-ble. t CORPUSO'• ORGANIZATION - w....,..... . (i4 4C `i�M,pact of tourism r Memorial day weekend recap t �, � .�.,nom •��,� .�� -- �.�� �I � n - the ulf Coas Cap tal The #1 Destination on the Texas coast For 12 years straight $ 1 .35 $30.3 1 .583 billion million Million Annual Local - • - Rooms Visitor Spending Tax revenues Sold Source: Dean Runyan &Associates 2022 Corpus Christi led the Texas coast Hotel I Short Term Rental Corpus Christi Galveston South Padre Port Aransas 0 500K I.OM 1.5M 2.OM Room Nights Booked .Y. - r a_. °Aow 1, u :d �- 6 O AY� A ry r Y y �T, � air � �.. ;N� ��•r' ►�,. t ,; Traffic counts 30000 Thursday 14,696 19,459 20000 Friday 17,762 251,035 26,901 20000 Saturday 20,395 251243 26,785 10000 Sunday 22,582 231626 24,526 10000 Monday 16,902 16,683 18,207 Thursday Friday Saturday Sunday Monday 2021 2022 2023 Hotel occupancy rates 2022 2023 90% 3% increase ry a Vs last year U I jD 75% D � I U ----------- ---- ---- $3. 1 M in hotel 72 } revenue U 701 - 651 ------- Fri Sat S u n Short term rental bookings airbnb (7% increase) Vrbo (8% increase) olilI K E Y DATA" oigl K E Y DATA" Data Source.Air6Dh Corpus Christi DMO Area Guest Nights Corpus Christi DMO Area Guest Nights �'Cwpus Christi DMO I..!(5'26+2 0231.52812020 as of 6SII)23)13.858 Cwpus Chrlstl RMO.Aeea (`-A'26f$023 to°+'29202]as al 6rB'P019) 3329 coapus Christi DM:)Alla{(o pi 6'27+2021 re 5rZW�022)1 3,693 f♦Carpus Christi DMC Area iCp P—d$:2712022 W 529'2022:13075 1 soo 400 060 500 500 a 5+76.23 9`-2't 5+28123 5rz6rd3 3121.23 5128113 5127122 _ __ 5129122 5+2722 5"28!22 529122 Copyright Nei Dara.LLC 2023 Copyright key Data.LLC 2023 Created.619123 12.06 PM Created:619/23 12:06 PM Market(s):Carpus Christi DM D Area Msrkei'.Corpus Christi DMO A- 10% increase in length of stay across both mmmA r —uss� 1w � .1 x x I N G* Seaf ood c� Steaks MUSEUM! THE BA B�lnHo oa Sen �PCER ST F L'1 S LTJ E R l BAR — o� _,�. ., 40"r— Record weekends Hotel forecast Hotel Room Nights Revenue vs Room Nights vs Last Year Last Year June 184.8K +3.1% $22.1 M +5.4% July 208.9K +2.59ol $28.2M +3.7961 August 151.9K +1.0901 $16.7M +3.3961 Forecasts created by Tourism Economics, April 2023 Hotel occupancy tax collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $,5,000,000 $16,222,675 Projected $10,000,000 a U d O U $s,000,000 $o 02 05 04 05 06 07 08 09 10 11 12 16 14 15 16 17 18 19 20 21 22 25 FY End Year a. VISIT COMPUS c MEET e"', n(, ; VISIT.. SPORTS CORPUS TOURISM C LF ` a CORPUS COMMISSION CJiJZJcT ACADEMY DATA e"- jj� FILM C, MUSIC � BEcc SCIENCE cc '�"COMMISSION TPID M E 11STi -� r ( e . �'1_�'1_ Concert Series 2023 OUR SPONSORS: Thursdays, June 1 - August 17, 7:30pm -1 Opm • Jun at the Cole Park Amphitheater y (Cr 1 Groove - Rock, Classic Rock, Blues, Pop ARTS-CULTURAL CORPUS C O M M I S S I O N Cruise Control - Rock, Classic Rock, Blues, Funk CHRISTI I . . . .`. . 8 Flying Free - Rock, Classic Rock, Blues PARKS& RECREATION Crosstown Expressway - Classic Rock,70s, 80s,90s Pop 15 J and The Sound - Classic Rock,Alt Rock, Oldies 'D�'Qiryn„rrill Voodoo Logic - Classic Rock ounhhon 22 Juan Deers - Rock, Soul, CW, Conjunto 31)"s Jam Council -Variety, Rock CW, Blues /NTERSTATE 29 18 Hours - 90's/2000's Pop Rock 6.4TTER/ES Chainlinks - Rock& Blues Weichert, 6 Lyrical Bynge -Top 40 Rock n' Roll & Classic Roc ® G®L. CORPUSC,RIST 1 S'Ssn"P�Sn - Realtors Palacios Brothers - Blues, Funk, Rock, Soul, Latin 13 Grupo Basico -Tejano/ Norteno Music �-� A93q„T.� %W Los Arias -Tejano/ Latin 20 Trisum - Funk, Soul, Rock z Another Level - Funk, Soul, Rock 27 Any Colour You Like - Pink Floyd Experience August j �• creative ,9t, 3 Heavy Soul - Blues Roots& Rock n' Roll 1p fHltEA®S Triptonite - Reggae, Funk,Jam, Rock n' Roll t ` �`� � i S �► zrza B RO.BAKERY&COFFEE�BAR 10 Still Crazy -Variety: Classic Rock, Blues we% Ft,000 FLOOD MOTIF -Variety. Rock n' Roll, Blues, Soul, CW, Conjunto THANK YOU!! 17 CC Singer Songwriters - Singer Songwriters in the Round of Sound Bay Jammin Concert&Cinema Series Michael O'Connor&Jack Saunders -Americana, @BayJamminConcertandCinemaSeries 5 53 reviews 6 Local business Folk, Rock, Blues t t "-OP &W Jammiti 1111q Cinema Series 2023 Fridays, June 2 - August 11 after dark at Cole Park Amphitheater Bring your lawn chair, blanket, picnic basket and enjoy outdoor entertainment with family and friends. OUR SPONSORS r E`'�press� �LOVMENT PROFESSIONALS United OF CORPUS CHRISTI Healthcare �,�j Dental Counselors Unlimited DEL MAR COLLEGE -e St �• CommumtyBank the £ Ren6C Flores PHOTOGRAPHY °` I- �i KEDT �� e A S 7. r.�m „yaw�0 lf BOARRI URBAN KE DT - TI June THANK YOU! �* J' 2 Rock Dog 3: Battle the Beat/TV-Y(90 min-Animation Adventure Comedy) 9 Minions:The Rise of Gru/ PG (90 min-Animation I Adventure I Comedy) 'O 16 Hotel Transylvania:Transformia/ PG (87 min-Animation Adventure I Comedy) \�o�fs1eS�o�� 23 Marcel The Shell with Shoes On/ PG (90 min Animation Comedy Drama) �r 30 Vivo/ PG (99 min-Animation Adventure I Comedy) • 7 Puss in Boots:The Last Wish/ PG (100 min-Animation I Adventure Comedy) 14 Lightyear / PG (100 min-Animation I Action I Adventure) CORPUS 21 Strange World / PG (102 min-Animation I Action I Adventure) CHRISTI PARKS& 28 DC League of Super Pets / PG (110 min-Animation I Action I Adventure) RECREATION August 4 Lyle, Lyle, Crocodile / PG (106 min-Animation Adventure Comedy) 11 Sonic The Hedge Hog 2/ PG (122 min-Action Adventure Comedy) A RTS a C ULTU RAL C O M M I S S I O N Bay Jammin Concert&Cinema Series @BayJamminConcertandCinemaSeries 5 53 reviews 0-Local business AIRPORT BOARD One(1)vacancy with term to 4-4-2026. Duties The Airport Board advises the City Council concerning matters relating to the aviation interests of the City of Corpus Christi and the operation of the Corpus Christi International Airport facilities for the promotion of those interests. Composition Ten(10)members appointed by the City Council for three-year staggered terms. Creation/Authority Section 2-175,Code of Ordinances;Ord.Nos.17012,4-28-82;17748,7-27-83;19829,7-07-87;20327,5-24-88;021661,5-25-93;023755,8-31-99;032475,6-22- 21. Meet Member size Term length/limit Staff Liaison Last Wednesday of monthly,3:30 p.m., 10 3 years/6 years Adelle Ives International Airport Board Rm. Name District Term Appt.date End date Appointing Authority Position Status Category Chris A.Pena District 3 1 4/11/2023 4/4/2026 City Council Resigned Dr.Hans O.Schumann District 1 1 4/13/2021 4/4/2024 City Council Active Paul A.Cameron Jr. District 4 2 1/17/2017 4/4/2024 City Council Active John P.LaRue District 2 1 4/13/2021 4/4/2024 City Council Active Jon Reily District 5 1 4/11/2023 4/4/2024 City Council Ex-Officio,Non-voting Active Dr.Rick Barrera District 5 1 4/12/2022 4/4/2025 City Council Active Rosie G.Collin District 5 1 4/13/2022 4/4/2025 City Council Active Kusumakar Sooda District 5 2 4/9/2019 4/4/2025 City Council Active Randall M.Hicks District 4 2 6/16/2020 4/4/2026 City Council 2nd Vice-Chair Active Jeremy V.Taylor District 4 1 4/11/2023 4/4/2026 City Council Active Dr.Rey M Saenz District 1 11 4/11/2023 14/4/2026 ICity Council jActive Brett Oetting I District 2 N/A N/A N/A jCVB Ex-Officio,Non-voting Active JVCC CEO Mike Culbertson 11 N/A N/A ICCREDC Ex-Officio,Non-voting jActive ICCREDC CEO 6-13-2023 AIRPORT BOARD Applicants Name District Status Elizabeth Gillenwater District 4 Applied Omar X. Lozano District 1 Applied Robert Reyna* District 2 Applied Ricardo L. Talavera Jr. District 5 Applied *Currently serves on the Board of Adjustment. Will resign if appointed. CITY OF CORPUS CHRISTI Submit Date: Mar 02, 2023 Application for a City Board, Commission, Committee or Corporation Profile Elizabeth Gillenwater First Name Last Name Email Address 3914 Zen Circle Street Address Corpus Christi TX 78418 City State Postal Code What district do you live in? W District 4 Current resident of the city? r Yes r No If yes, how many years? 41 Home: (361) 207-0157 Business: (361) 857-3361 Primary Phone Alternate Phone Unemployed Stay-at-home mother Employer Job Title Work Address- Street Address and Suite Number 3914 Zen Circle Work Address- City Corpus Christi Work Address-State Texas Work Address -Zip Code 78418 �H-7nhoth f,i11ommnfi3r Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? AIRPORT 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: No. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Airport Why are you interested in serving on a City board, commission or committee? I want to be active in our community. Are you an ex-Officio member of a City Board, commission or committee? 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 rh-7nkoth r_illon%Aintor 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? 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) Mi7nhoth (_illornnintnr Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC preferred representatives from certain categories. Do you qualify for any of the following categories?* W At Large Representative who is a City Resident 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 rIi-7f3h1Mtk (=illonAAmfmr Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. 1 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 Gli-7nhoth (;illornni�tor CITY OF CORPUS CHRISTI Submit Date: Mar 28, 2023 Application for a City Board, Commission, Committee or Corporation Profile Omar X Lozano First Name Middle Initial Last Name Email Address 3806 Castle Knoll Dr Street Address Corpus Christi TX 78410 City State Postal Code What district do you live in? W District 1 Current resident of the city? r Yes r No If yes, how many years? 38 Mobile: (361) 815-4128 Business: (361) 289-0700 Primary Phone Alternate Phone Paul York Automotive,_ Manager Employer Job Title Work Address -Street Address and Suite Number 302 Heinsohn Rd Work Address-City Corpus Christi Work Address-State Texas Work Address-Zip Code 78406 nm!ar X I n-»nn Work Phone 3612890700 Work E-mail address Preferred Mailing Address W Work Address Which Boards would you like to apply for? AIRPORT 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: I am currently not on any other boards. Education, Professional and/or Community Activity (Present) Texas A&M University of Kingsville Tx Bachelor of Business Administration Why are you interested in serving on a City board, commission or committee? have true enjoyment for aviation and would like to be a part of growing CCIA. 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 nmmr Y I n7nnn 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? rYes rNo 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 Amor V I n-7ann If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer"NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Verification City Code Requirement- Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. P I Agree (lmnr V I n-7nnn City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. P I Agree mmnr X I n-7nnn OMAR X. LOZANO 3806 Castle Knoll Drive. • Corpus Christi, Texas 78410• (361) 815.4128• � EDUCATION TEXAS A&M UNIVERSITY-KINGSVILLE,TEXAS Bachelor of Business Administration, May 2005 EMPLOYMENT PAUL YORK AUTOMOTIVE—CORPUS CHRISTI,TEXAS 2010-Present Business Manager&Operator • Supervises staff and employees. •Oversees accounts payable and receivables. •Handles sales calls to acquire and maintain new business. •Orders and manages inventory. •Prevents loss control with collection on delinquent accounts. • Scheduling of jobs to keep a steady workflow. •Governs loss prevention with consumables. •Took business from a 2-man operation to a staff of 10. •Increased monthly sales from an average of$30,000 to well over$150,000. •Helped with planning of a new building and location. BOWDEN FORD DEALERSHIP—ALICE,TEXAS 2006-2010 Finance&Insurance Manager •Managed customer financing on vehicles. •Negotiated agreements on lending terms with financial institutions. •Maintained payment history for in-house accounts. •Logged inventory into database for N.A.D.A.Evaluator. •Financed and delivered automobiles within a timely manner. •Responsible for selling warranties,credit life and disability insurance. •Collector of in-house payments. LICENSES Private Pilot License-Instrument rated and currently completing commercial rating DOT License SKILLS Management and business operating experience. F&I experience. Sales experience. High mechanical aptitude. Strong customer relations. Never fail attitude. CITY OF CORPUS CHRISTI Submit Date: May 23, 2023 Application for a City Board, Commission, Committee or Corporation Profile Robert Reyna First Name Last Name Email Address 1405 Annapolis Dr Street Address Corpus Christi TX 78415 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? 22 Mobile: (540)4.47-94.32 Business: (361) 8.89-1102 Primary Phone Alternate Phone Salon Envy Owner Employer Job Title Work Address -Street Address and Suite Number 5601 S Padre Island Dr STE E Work Address - City Corpus Christi Work Address- State Texas Work Address -Zip Code 78411 Drihort Doxinn Work Phone 361-889-1102 Work E-mail address ceo@saonenvycc.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? AIRPORT 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: Board Of Adjustment Education, Professional and/or Community Activity (Present) have 3 years of university experience majoring in Legal Studies. I am Veteran of the United States Army and served in Fort Myer, Virginia. I have worked with the White House, Pentagon, I have done contracts with Budweiser to house and train their famous Budweiser horses on our base and I have met every former and present president. Locally, I worked for U-Haul as a Traffic Control Manager managing a team of 10 and I was in charge of the entire U-Haul fleet in South Texas and held the position for a year before I ventured to work for myself and create a salon called Salon Envy, I have also started a non profit that is in the process of obtaining 501 C3 status called Adopt A Paw Inc. and is an animal rescue I will be housing here in Corpus Christi. 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? am the hardest worker you will ever meet. I am extremely driven, ambitious, accountable and have impeccable time management. Being in the military has taught me so much about handling the ups and downs of life and I continue to instill that through my everyday problems of life and conquer them in every way. Serving this community that has made me who I am today will make me the proudest I've ever been. I am proud to be from Corpus Christi. This is my home.This is my life. I want this more than anything and will work extremely hard to make it happen. I will serve this community with passion. Dnhort Qnxmn 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 N/A Demographics Gender P 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 Dnhort Roxinn 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 ANIMAL CARE ADVISORY COMMITTEE The Animal Care Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? P None of the above Question applies to BUILDING STANDARDS BOARD The Building Standards Board preferred representatives from certain categories. Do you qualify for any of the following categories? P None of the above Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? r• Yes r No Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r• No Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r Yes r No Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Are you a U.S. Citizen r Yes r No Dnhort Qovnn Question applies to CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION LOAN REVIEW COMMITTEE The CCCIC/Loan Review Committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above 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 COMMISSION ON CHILDREN&YOUTH The Commission on Children & Youth preferred representatives for adult membership from certain categories. High school students must be a Junior or Senior at time of appointment. Do you qualify for any of the following categorises? W High school student from Corpus Christi Independent School District 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 Property Owner in the District 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? is 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 (-. No Dnhart Daxinn Question applies to REINVESTMENT ZONE NO.5(BOCO)BOARD Are you 18 year or older? r Yes r• No Question applies to REINVESTMENT ZONE NO.5(BOCO)BOARD The Reinvestment Zone No. 5 must include a landowners in the Zone or agent of the landowner in the Zone. Do you qualify? 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? W 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 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 Dnhnrt Dinxinn 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 1 seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. V I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. V I Agree Dnhort L?ovnn CITY OF CORPUS CHRISTI Submit Date: Apr 25, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mr. Ricardo L Talavera Jr. Prefix First Name Middle Initial Last Name Suffix Email Address 6149 Tarafaya Drive Street Address Corpus Christi TX 78414 City.._ Slate 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? 5 Mobile: (512) 785-7425 Business: (361) 850-6898 Primary Phone Alternate Phone Vice-President/Commercial Kleberg Bank _ Relationship Manager Employer Job Title Work Address- Street Address and Suite Number 5350 S. Staples Work Address-City Corpus Christi Work Address-State Texas Work Address-Zip Code 78411 hAr DirnrrJn I Tf3Inxiorf3 Ir Work Phone 361/850-6898 Work E-mail address ric.talavera@klebergbank.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? AIRPORT 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: No Education, Professional and/or Community Activity (Present) MBA-St. Edwards University, Austin,Texas BA- University of Texas-Austin Rotary Club of Corpus Christi Ray Baseball Booster Club President South Texas Substance Abuse Recovery Services, Inc. (STSARS) Board Member 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? Interested in helping city continue to grow. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r No KAr Dir nrrin I TnInxiorn Ir 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 q 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 AAr Dirrarrin I TnIworn 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) 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 KAr Dif-nrf1r% I Tninx/orn Ir 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 1 seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. P I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. P I Agree KAr Dirrnrrin I TnInxiorn Ir RICARDO L. TALAVERA, JR. Corpus Christi,Texas 784141 (512) 785-7425 BANKING AND RELATIONSHIP MANAGEMENT Relationship manager experienced in analyzing data by collecting, monitoring, and creating financial models for decision support. Demonstrated abilities through increasing credit portfolio, monitoring variances, identifying needs, and making recommendations to management and customers.A goal setter and project leader skilled in networking and monitoring credit portfolio. Core competencies include: Portfolio Management I Client Services/Relations I Financial Statements I Credit Approval I Collaboration and Communication PROFESSIONAL EXPERIENCE KLEBERG BANK, CORPUS CHRISTI,TX SENIOR VICE PRESIDENT/COMMERCIAL RELATIONSHIP MANAGER,April 2021- Present Work with area business customers • Credit size of working portfolio of$60MM • Meet with customers, listen to their financial and business needs and make recommendations based on comprehensive conversations. WELLS FARGO, CORPUS CHRISTI,TX PRINCIPLE BUSINESS RELATIONSHIP MANAGER, October 2012-October 2020 Worked with business customers with annual revenues between$2MM and $25MM+ • Credit size of working portfolio of$25MM • Met with customers, listen to their financial/business needs and made recommendations based on in depth conversation. BUSINESS BANKING GROUP CREDIT ANALYST, December 2008—October 2012 Responsibility included conducting credit investigations and analyzing complex and diverse credit information for companies and industries • Analyzed loan requests, including evaluating borrower information/financial statements, collateral and tax returns to determine risk level and ability to pay • Conducted pro forma analysis, prepared credit reports for review, monitored borrower covenants monthly and managed credit files • Provided support to relationship managers and coordinated activities in support of credit approval process. SERVICE MANAGER,August 2007 - December 2008 Managed teller services and operations to ensure prompt and efficient transaction processing and the generation of sales through customer interactions • Created, trained and coached a successful service and referral team • Responsibility included management of an effective staff salary blend and a rewards system for team members • Scheduled staff efficiently to maximize resources and achieve service and sales targets • Ensured compliance with audit and operational regulations and guidelines. PERSONAL BANKER, May 2006-August 2007 Managed customer portfolio, serviced relationships and recommended products/services based on client needs. ADDITIONAL RELEVANT EXPERIENCE EDUCATION MASTER OF BUSINESS ADMINISTRATION, ST. EDWARDS UNIVERSITY BACHELOR OF ARTS, Major-History, Minor-Sociology, THE UNIVERSITY OF TEXAS AT AUSTIN PROFESSIONAL DEVELOPMENT Successfully completed Wells Fargo's College of Commercial Credit in 2011 2015 GAHCC Hispanic Austin Leadership Graduate CIVIC ENGAGEMENTS Participated in Habitat for Humanity home construction from 2009 to 2016, Rotary Club Member since 2017, President of the Ray Baseball Booster Club and South Texas Substance Abuse Recovery Services, Inc. board member. CIVIL SERVICE COMMISSION One(1)vacancy with term to 6-15-2026.(The City Manager appoints to the Civil Service Commission with Council confirmation. The City Council appoints to the Civil Service Board. Traditionally the same members serve on the Civil Service Board and Commission.City Manager Peter Zanoni is recommending the appointment of Raul Ramirez). Duties FOR FIREFIGHTERS AND POLICE OFFICERS ONLY-The Civil Service Commission adopts,amends,and enforces a code of rules and regulations providing for appointment, employment,or suspension in all positions in the classified service based upon citizenship,character,merit,efficiency,and industry,which shall have the force and effect of law;and also,rules regulating promotions,demotions,reduction in force of employees in the classified service and in what order they shall be dismissed and reinstated. With additional duties as outlined under Chapter 143,Texas Local Government Code. Composition Three(3)members shall be appointed by the City Manager of the City and confirmed by a majority of the City Council. Members must(1)be of good moral character, (2)be a U.S.Citizen,(3)be a resident of the City and have lived in the City for three years preceding appointment,(4)be over 25 years of age,and(5)not have held a public office within the preceding three years. Creation/Authority Meets Member size Term Length/Limit Staff Liaison Chapter 143,Texas Local Meets third Thursday monthly,9:00 a.m.,Human 3 3 years/6 years Sherri Eldridge Government Code. Resources Conf.Room,2nd Floor,City Hall. Name District Term Appt.date End date Appointing Authority Position Status City Manager with Beth M Rauhaus District 2 1 2/9/2021 6/15/2023 Council Confirmation Chair Resigned City Manager with Gerald Avila District 5 2 6/12/2018 6/15/2024 Council Confirmation Active City Manager with Deborah A Sibila 1 District 4 11 6/9/2021 6/15/2025 lCouncil Confirmation I lActive 6-13-2023 CIVIL SERVICE COMMISSION Applicants Name District Status Julie Dee Gutierrez I District 2 jApplied Raul E. Ramirez I District 5 jApplied CITY OF CORPUS CHRISTI Submit Date: Jun 16, 2022 Application for a City Board, Commission, Committee or Corporation Profile Julie Dee Gutierrez First Name Middle Initial Last Name Email Address 1455 Corban Dr. 1401 Street Address Corpus Christi TX 78415 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? 25 Home: (361) 737-6962 Home: (361) 765-9766 Primary Phone Alternate Phone The Results Agent Employer Job Title Work Address- Street Address and Suite Number 400 Mann St. Suite 400 Work Address- City Corpus Christi Work Address- State Texas Work Address - Zip Code 78401 L ilio rloo (_t rtiorro-7 Work Phone 3618835100 Work E-mail address Juliemunizcc@gmail.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE COMMISSION: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Education is some college with a inspiring major of History and secondary Psychology If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Board of Why are you interested in serving on a City board, commission or committee? Community improvement, youth and further develop of our city. 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 Ii ilio tion r_i itiorro-7 Demographics Gender 9 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 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 CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No li ilio nnn r,i itiinrro-7 Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you a U.S. Citizen 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 HOUSING AUTHORITY Are you a Housing Authority Resident? r Yes r No Verification li ilio floo (_i itiorro-7 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. 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 i,ilio nian (,i itiorro-7 CITY OF CORPUS CHRISTI Submit Date: Apr 05, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mr. Raul E Ramirez Prefix First Name Middle Initial Last Name Email Address 6801 Galic Circle Street Address Corpus Christi TX 78413 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? 62 Mobile: (361) 774-0937 Business: (361) 825-5841 Primary Phone Alternate Phone Recruiting &Scholarship Officer Department of the Army- -TAMUCC Department of TAMUCC Army ROTC Military Science Employer Job Title Work Address- Street Address and Suite Number 6300 Ocean Dr., Unit 5836 Work Address- City Corpus Christi Work Address- State TX Work Address - Zip Code 78412-5836 AAr Dcii d G Rnmiro-7 Work Phone 361-825-5841 Work E-mail address raul.ramirez@tamucc.edu Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE COMMISSION: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) EDUCATION: >Texas A&M—Corpus Christi Master of Public Administration (Corpus Christi,TX) (2011) >Texas A&M University Bachelor of Business Administration (Management) (College Station, TX) (1983) > US Army Command &General Staff Officer Course (Fort Leavenworth, KS) (2000) CIVIC & VOLUNTEER: > Board of Directors—KEDT(S.TX Public Broadcasting)> Graduate—Leadership Corpus Christi (Class 44) > Past Vice president—CC Citizens Police Academy Alumni ('16—'18) > President— 90th Division Association > Past Chair, Voter Registration Subcommittee—League of Women Voters- Corpus Christi ('18- '22) > Member—Texas A&M Association of Former Students > Member—Texas A&M Hispanic Network If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Civil Service Board Civil Service Commission NAr Qni d r Rnmiro-7 Why are you interested in serving on a City board, commission or committee? Except for some periods of time spent away in military service, I am a lifelong resident of Corpus Christi. I have worked and lived here since birth and consider myself invested in our community. I have spent years gaining valuable experience in the private, public, and non-profit sectors and feel that I can contribute to our community wellness. I have decades of relevant experience in leadership and operational roles that have developed my skills in program-level analysis, decision making and policy development&execution. I consider myself a moderate person who is interested in finding solutions through consideration of pertinent code &policies while collaborating with peers&stakeholders Specific to the Civil Service Board & Commission, I have a career of experience in training, mentoring, supervising, developing &executing personnel policies and evaluating members of my organizations. While I have the theoretical perspective of civil service through my Masters in Public Administration -the overwhelming qualification I have is in 30 years of leadership&managerial service as a military Officer. In 30 years of service, I have over 14 years assigned as a Commander of multiple organizations.This noteworthy amount of Command time demonstrates my familiarity and experience with personnel regulation, policy and decision making. I have a broad spectrum of experience having supervised, developed, and managed Department of Army Civilians, Soldiers of nearly all ranks and government Contractors. I have the experience that gives me a sincere appreciation for public service by public servants. I have a keen appreciation for public sector regulatory requirements and processes. I analyze situations well and have always considered myself thoughtful and fair. I am a retired Senior Army Officer (Colonel)who has served both on Active and Reserve status with an appropriate level of experience, credentials and recognition spanning my career. Finally, I am civically engaged and work regularly to help our community be better. I am tenacious in my engagements, forthright on positions and have solid planning and execution skills. I am confident that I can help improve and sustain the interests of Corpus Christi as a member of the Civil Service Commission and Board. 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 N/A AAr Dni d 17 pcimiro-7 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 "Na" to all questions above, please enter N/A. All answers are no. I do not sit on any other boards, commissions or corporations and so would not have to resign any other seat. Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No KAr Choi it L: Dnmiro-7 Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes a No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r' Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you a U.S. Citizen 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 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. q I Agree KAr Dni d G Dnmiro-7 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. 1 understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree KAr Dni d G Dnmiro- Raul E. Ramirez Colonel (Ret), USA 6801 Galic Circle 361-774-0937 Corpus Christi,TX 78413 '0~ OBJECTIVE: Seeking to bring my extensive private, public and non-profit leadership and management experience to civic programs in order to support and improve sustainable community wellness. CIVIC &VOLUNTEER: > Board of Directors— KEDT (S. TX Public Broadcasting) > Graduate— Leadership Corpus Christi (Class 44) > ('16-'18) Vice President—CC Citizens Police Academy Alumni > President, 90th Infantry Division Association > Member—Texas A&M Association of Former Students > Member—Texas A&M Hispanic Network > ('18—'22) Voter Registration Chair— League of Women Voters-Corpus Christi PROFESSIONAL EXPERIENCE: • Army ROTC Recruiting & Scholarship Operations Officer (2006—2009 & 2013 — Present) (Dept of Army/GS11) > Serving as the Army Reserve Officer Training Corps (ROTC) Recruiting & Scholarship Operations Officer at Texas A&M —Corpus Christi. Responsible for developing and executing a holistic ROTC recruiting& scholarship program. Serves as the organization lead in monitoring and reinforcing scholastic success of students from entry to graduation. Serves as liaison to university Admissions and Advising departments. • Brigade Commander (2010-2013) (Commander, Ft Hood Mobilization Brigade) (US Army - Active Duty) (Colonel) > Executive military role providing guidance and oversight in synchronizing all Fort Hood agencies in support of Army Reserve/National Guard mobilizations & deployments. Responsible for over 34K Army Reserve/National Guard Soldiers mobilizing through Fort Hood in support of OIF/OEF Army operations. Developed and sustained a network of multiple partner agencies. Directed a senior-ranked staff consisting of 49 Soldiers, 12 Department of the Army civilians and 83 contractors. Responsible for operational management of North Ft. Hood Training Center and a $20M/yr budget. • Two Post-9/11 Overseas Tours (OEF - 2009-2010) (OIF - 2003-2004) > Strategic Planner, Army Materiel Command Southwest Asia (2009-2010) (US Army-Active Duty) (Colonel) • Supported strategic-level planning & coordination for Army Materiel Command (AMC) logistical activities stretching between Kuwait, Iraq and Afghanistan. Served as a lead planner across multiple continents, time zones and military agencies. > Mayor (Officer—in-Charge), Camp New York Kuwait (2003-2004) (US Army - Active Duty) (Major) • Responsible for executive oversight of a US Forces contingency camp with 8000 Soldiers capacity. Provided logistical, security and life support via military, civilian and contractor agencies to military units moving in/out of Iraq. • Significant US Army Reserve Leadership Positions (1983 - 2009) (US Army - Reserve Duty) > Battalion Commander > Brigade Executive Officer > Battalion Operations Officer > Division-level Aide de Camp > 3 Company-level Command Assignments • President, Ramirez & Sons, Inc. (1984—2005) > Operational management and resourcing of 50+year commercial and residential furniture services business with operational area encompassed by Corpus Christi, Laredo, and Brownsville EDUCATION: • Texas A&M —Corpus Christi Master of Public Administration (Corpus Christi,TX) (2011) • Texas A&M University Bachelor of Business Administration (Management) (College Station,TX) (1983) • US Army Command & General Staff Officer Course (Fort Leavenworth, KS) (2000) MILITARY DECORATIONS: • Legion of Merit • Bronze Star • Meritorious Service Medal (4) • Army Achievement Medal (7) • Army Commendation Medal (4) 0 Operations Iraqi Freedom & Enduring Freedom Campaign Medals CIVIL SERVICE BOARD Three(3)vacancies with terms to 6-15-2025 and 6-16-2026,representing the following categories:1-Regular Member and 2-Alternates.(The City Manager appoints to the Civil Service Commission with Council confirmation.The City Council appoints to the Civil Service Board.Traditionally,the same members serve on the Civil Service Board and Commission.Staff is recommending the postponement of the 2 alternates for further recruitment). Duties The Civil Service Board adopts,amends,and enforces a code of rules and regulations providing for appointment,employment,or suspension in all positions in the classified service based upon citizenship,character,merit,efficiency,and industry,which shall have the force and effect of law;and also rules regulating promotions, demotions,reduction in force of employees in the classified service and in what order they shall be dismissed and reinstated. Composition Three(3)members and two(2)alternate members shall be appointed by the Council for three-year terms or until a successor is named. The members choose their own chairman and appoint a chief examiner,not a member of the Board,who shall also act as secretary. Members must(1)be of good moral character,(2)be a U.S. Citizen,(3)be a resident of the City and have lived in the City for three years preceding appointment,(4)be over 25 years of age,and(5)not have held a public office within the preceding three years,with the exception of notary public. Creation/Authority Meets Member size Term Length/Limit Liaison City Charter Amendment Art.VII,Sec.2(3-25-55),Ord.12948, Meets third Thursday monthly,9:00 3 3 years/6 years Sherri Eldridge Ord.17258-9/15/82;amended 4-3-93;Charter Amendment a.m.,Human Resource Conf.Rm.,2nd see Ord.31007-11/21/16. Floor,City Hall. Appointing Name District Term Appt.date End date Authority Position Status Category Dr.Beth M Rauhaus District 2 1 2/9/2021 6/15/2023 City Council Chair Resigned Vacant 1 N/A 6/15/2025 City Council Vacant Alternate Vacant District 5 1 N/A 6/15/2025 City Council Vacant Alternate Gerald Avila District 5 2 6/12/2018 6/15/2024 City Council Active Dr.Deborah A Sibila District 4 1 2/9/2021 6/15/2025 City Council Active 6-13-2023 CIVIL SERVICE BOARD Applicants Name District Status Julie Dee Gutierrez I District 2 jApplied Raul E. Ramirez I District 5 jApplied CITY OF CORPUS CHRISTI Submit Date: Jun 16, 2022 Application for a City Board, Commission, Committee or Corporation Profile Julie Dee Gutierrez First Name Middle Initial Last Name Email Address 1455 Corban Dr. 1401 Street Address Corpus Christi TX 78415 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? 25 Home: (361) 737-6962 Home: (361) 765-9766 Primary Phone Alternate Phone The Results Agent Employer Job Title Work Address- Street Address and Suite Number 400 Mann St. Suite 400 Work Address- City Corpus Christi Work Address- State Texas Work Address - Zip Code 78401 L ilio rloo (_t rtiorro-7 Work Phone 3618835100 Work E-mail address Juliemunizcc@gmail.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE COMMISSION: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Education is some college with a inspiring major of History and secondary Psychology If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Board of Why are you interested in serving on a City board, commission or committee? Community improvement, youth and further develop of our city. 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 Ii ilio tion r_i itiorro-7 Demographics Gender 9 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 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 CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No li ilio nnn r,i itiinrro-7 Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you a U.S. Citizen 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 HOUSING AUTHORITY Are you a Housing Authority Resident? r Yes r No Verification li ilio floo (_i itiorro-7 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. 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 i,ilio nian (,i itiorro-7 CITY OF CORPUS CHRISTI Submit Date: Apr 05, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mr. Raul E Ramirez Prefix First Name Middle Initial Last Name Email Address 6801 Galic Circle Street Address Corpus Christi TX 78413 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? 62 Mobile: (361) 774-0937 Business: (361) 825-5841 Primary Phone Alternate Phone Recruiting &Scholarship Officer Department of the Army- -TAMUCC Department of TAMUCC Army ROTC Military Science Employer Job Title Work Address- Street Address and Suite Number 6300 Ocean Dr., Unit 5836 Work Address- City Corpus Christi Work Address- State TX Work Address - Zip Code 78412-5836 AAr Dcii d G Rnmiro-7 Work Phone 361-825-5841 Work E-mail address raul.ramirez@tamucc.edu Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE COMMISSION: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) EDUCATION: >Texas A&M—Corpus Christi Master of Public Administration (Corpus Christi,TX) (2011) >Texas A&M University Bachelor of Business Administration (Management) (College Station, TX) (1983) > US Army Command &General Staff Officer Course (Fort Leavenworth, KS) (2000) CIVIC & VOLUNTEER: > Board of Directors—KEDT(S.TX Public Broadcasting)> Graduate—Leadership Corpus Christi (Class 44) > Past Vice president—CC Citizens Police Academy Alumni ('16—'18) > President— 90th Division Association > Past Chair, Voter Registration Subcommittee—League of Women Voters- Corpus Christi ('18- '22) > Member—Texas A&M Association of Former Students > Member—Texas A&M Hispanic Network If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Civil Service Board Civil Service Commission NAr Qni d r Rnmiro-7 Why are you interested in serving on a City board, commission or committee? Except for some periods of time spent away in military service, I am a lifelong resident of Corpus Christi. I have worked and lived here since birth and consider myself invested in our community. I have spent years gaining valuable experience in the private, public, and non-profit sectors and feel that I can contribute to our community wellness. I have decades of relevant experience in leadership and operational roles that have developed my skills in program-level analysis, decision making and policy development&execution. I consider myself a moderate person who is interested in finding solutions through consideration of pertinent code &policies while collaborating with peers&stakeholders Specific to the Civil Service Board & Commission, I have a career of experience in training, mentoring, supervising, developing &executing personnel policies and evaluating members of my organizations. While I have the theoretical perspective of civil service through my Masters in Public Administration -the overwhelming qualification I have is in 30 years of leadership&managerial service as a military Officer. In 30 years of service, I have over 14 years assigned as a Commander of multiple organizations.This noteworthy amount of Command time demonstrates my familiarity and experience with personnel regulation, policy and decision making. I have a broad spectrum of experience having supervised, developed, and managed Department of Army Civilians, Soldiers of nearly all ranks and government Contractors. I have the experience that gives me a sincere appreciation for public service by public servants. I have a keen appreciation for public sector regulatory requirements and processes. I analyze situations well and have always considered myself thoughtful and fair. I am a retired Senior Army Officer (Colonel)who has served both on Active and Reserve status with an appropriate level of experience, credentials and recognition spanning my career. Finally, I am civically engaged and work regularly to help our community be better. I am tenacious in my engagements, forthright on positions and have solid planning and execution skills. I am confident that I can help improve and sustain the interests of Corpus Christi as a member of the Civil Service Commission and Board. 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 N/A AAr Dni d 17 pcimiro-7 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 "Na" to all questions above, please enter N/A. All answers are no. I do not sit on any other boards, commissions or corporations and so would not have to resign any other seat. Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No KAr Choi it L: Dnmiro-7 Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes a No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r' Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you a U.S. Citizen 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 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. q I Agree KAr Dni d G Dnmiro-7 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. 1 understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree KAr Dni d G Dnmiro- Raul E. Ramirez Colonel (Ret), USA 6801 Galic Circle 361-774-0937 Corpus Christi,TX 78413 '0~ OBJECTIVE: Seeking to bring my extensive private, public and non-profit leadership and management experience to civic programs in order to support and improve sustainable community wellness. CIVIC &VOLUNTEER: > Board of Directors— KEDT (S. TX Public Broadcasting) > Graduate— Leadership Corpus Christi (Class 44) > ('16-'18) Vice President—CC Citizens Police Academy Alumni > President, 90th Infantry Division Association > Member—Texas A&M Association of Former Students > Member—Texas A&M Hispanic Network > ('18—'22) Voter Registration Chair— League of Women Voters-Corpus Christi PROFESSIONAL EXPERIENCE: • Army ROTC Recruiting & Scholarship Operations Officer (2006—2009 & 2013 — Present) (Dept of Army/GS11) > Serving as the Army Reserve Officer Training Corps (ROTC) Recruiting & Scholarship Operations Officer at Texas A&M —Corpus Christi. Responsible for developing and executing a holistic ROTC recruiting& scholarship program. Serves as the organization lead in monitoring and reinforcing scholastic success of students from entry to graduation. Serves as liaison to university Admissions and Advising departments. • Brigade Commander (2010-2013) (Commander, Ft Hood Mobilization Brigade) (US Army - Active Duty) (Colonel) > Executive military role providing guidance and oversight in synchronizing all Fort Hood agencies in support of Army Reserve/National Guard mobilizations & deployments. Responsible for over 34K Army Reserve/National Guard Soldiers mobilizing through Fort Hood in support of OIF/OEF Army operations. Developed and sustained a network of multiple partner agencies. Directed a senior-ranked staff consisting of 49 Soldiers, 12 Department of the Army civilians and 83 contractors. Responsible for operational management of North Ft. Hood Training Center and a $20M/yr budget. • Two Post-9/11 Overseas Tours (OEF - 2009-2010) (OIF - 2003-2004) > Strategic Planner, Army Materiel Command Southwest Asia (2009-2010) (US Army-Active Duty) (Colonel) • Supported strategic-level planning & coordination for Army Materiel Command (AMC) logistical activities stretching between Kuwait, Iraq and Afghanistan. Served as a lead planner across multiple continents, time zones and military agencies. > Mayor (Officer—in-Charge), Camp New York Kuwait (2003-2004) (US Army - Active Duty) (Major) • Responsible for executive oversight of a US Forces contingency camp with 8000 Soldiers capacity. Provided logistical, security and life support via military, civilian and contractor agencies to military units moving in/out of Iraq. • Significant US Army Reserve Leadership Positions (1983 - 2009) (US Army - Reserve Duty) > Battalion Commander > Brigade Executive Officer > Battalion Operations Officer > Division-level Aide de Camp > 3 Company-level Command Assignments • President, Ramirez & Sons, Inc. (1984—2005) > Operational management and resourcing of 50+year commercial and residential furniture services business with operational area encompassed by Corpus Christi, Laredo, and Brownsville EDUCATION: • Texas A&M —Corpus Christi Master of Public Administration (Corpus Christi,TX) (2011) • Texas A&M University Bachelor of Business Administration (Management) (College Station,TX) (1983) • US Army Command & General Staff Officer Course (Fort Leavenworth, KS) (2000) MILITARY DECORATIONS: • Legion of Merit • Bronze Star • Meritorious Service Medal (4) • Army Achievement Medal (7) • Army Commendation Medal (4) 0 Operations Iraqi Freedom & Enduring Freedom Campaign Medals CONSTRUCTION TRADE ADVISORY&APPEALS BOARD Nine(9)vacancies with terms to 3-31-2026,representing the following categories:1—TX.Land Surveyor,1—Master Electrician,1-Master Plumber,1-Electrical Contractor,1-Engineer,1-HVAC Contractor,1-General Contractor,1-HVAC Technician, and 1-Plumber Contractor.(Staff is recommending the postponement of the HVAC Technician for further recruitment). Duties The Construction Trade Advisory&Appeals Board shall advise the city manager regarding any matter related to Construction that it considers should be brought to the attention of the city council.The Construction Trade Advisory&Appeals Board shall obtain public comment on the proposed adoption of or amendment to a national model code. Composition Nine(9)members appointed to a three-year term by City Council.The Board shall have the guidance and assistance of the building official.The Board shall be composed of one general contractor,one engineer or architect,one master electrician,one electrical contractor,one master plumber,one plumber contractor,one heating, ventilation,air conditioning,and refrigeration contracting(HVAC)technician,one HVAC contractor,and one Texas professional land surveyor.Five members of the board shall constitute a quorum. Creation/Authority Meet Member size Term length/limit Staff Liaison Ordinance 032058 Quarterly,on the 3rd Thursday of the month, 9 3 years/6 years Ruth Bocchino 3-17-2020. 1:30 p.m.,1201 Leopard Street Council Appointing Name District Term Appt.date End date Authority Position Status Category Attendance Seeking Texas Professional Land Ronald E Brister District 5 1 2/23/2021 3/31/2023 City Council reappointment Surveyor 5/5 meetings-100% Seeking 4/5 meetings-80% Paul S.Cervantes District 5 1 8/11/2020 3/31/2023 City Council reappointment Master Electrician (1 excused absence) Seeking 4/5 meetings-80% Mike Dildy District 4 IPartial 3/8/2022 3/31/2023 lCity Council reappointment Master Plumber (1 excused absence) Seeking 4/5 meetings-80% Jose L Jimenez District 3 1 2/23/2021 3/31/2023 City Council reappointment Electrical Contractor (1 excused absence) Seeking 4/5 meetings-80% Jared Mercies P.E. District 1 1 8/11/2020 3/31/2023 City Council Chair reappointment Engineer (1 excused absence) Seeking Mike L.Wanzer District 2 11 8/11/2020 3/31/2023 lCity Council Vice-Chair reappointment HVAC Contractor 5/5 meetings-100% Not seeking Garry Camp District 5 1 8/11/2020 3/31/2023 City Council reappointment General Contractor Vacant 1 N/A 3/31/2023 City Council Vacant Plumber Contractor Chad R.Roulston District 1 Partial 3/8/2022 3/31/2023 City Council Not eligible HVAC Technician 6-13-2023 CONSTRUCTION TRADE ADVISORY&APPEALS BOARD Applicants Name District Status Category Texas Professional Land Ronald E. Brister District 5 Seeking reappointment Surveyor General Contractor Master Electrician Paul S. Cervantes District 5 Seeking reappointment Electrical Contractor Mike Dildy District 4 Seeking reappointment Master Plumber Juan Escamilla District 5 Applied Master Electrician Ty J. Gentry District 5 Applied Plumber Contractor Master Electrician Jose L.Jimenez District 3 Seeking reappointment Electrical Contractor Master Electrician Electrical Contractor Plumber Contractor Tommie A. Lee Sr. District 1 Applied HVAC Contractor Carlos Martinez District 5 Applied Engineer Engineer Jared Merdes District 1 Seeking reappointment HVAC Technician Robert C. Morris District 2 Applied General Contractor General Contractor Leah Tiner District 4 Applied Electrical Contractor Mike L. Wanzer District 2 Seeking reappointment HVAC Contractor CITY OF CORPUS CHRISTI Submit Date: Feb 07, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mr Ronald E Brister Prefix First Name Middle Initial Last Name Email Address 5409 Hulen Drive Street Address Corpus Christi TX 78413 City Slate Postal Code What district do you live in? V District 5 Current resident of the city? Yes r No If yes, how many years? 60 Mobile: (361) 548-9410 Business: (361) 850-1800 Primary Phone Alternate Phone Brister Surveying Inc _ President__ Employer Job Title Work Address- Street Address and Suite Number 4455 South Padre Island Drive Suite 51 Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78411 AAr Dnnnirl G Rrictor Work Phone 361-850-1800 Work E-mail address bristersurveying@corpus.twcbc.com Preferred Mailing Address W Work Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: No Education, Professional and/or Community Activity (Present) Registered Professional Land Surveyor Active Member of the Corpus Christi Mustangs If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) No interest in other boards Why are you interested in serving on a City board, commission or committee? To better serve my community Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No Are you a current candidate in an election for a non-city public office? r Yes r• No KAr rannnIrl F= Rrictor 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 NIA N/A 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) KAr Dnnnld G Rrictor 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 Texas Professional Land Surveyor 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 AAr Dnnnirl 117 Rrictor 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. 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. rJ I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. rJ I Agree i KAr Dnnalrl G Rrictor Brister Nurveying, -Inc. 4455 S. Padre Island Dr.Suite 51 Corpus Christi,Texas 78411 361-850-1800 Firm Registration No. 10072800 Ronald E Brister Brister Surveying Inc. President Mr. Ronald Brister is the majority stockholder and President of Brister Surveying, Inc. He is responsible for policy making, all business and financial decisions, staffing, quality control, project budgets and schedules and assuring that Brister Surveying, Inc. strives to meet its mission. Thirty-one years of field and office experience includes management and direction of a wide range of surveying projects throughout South Texas. His experience includes engineering design, boundary, control, subdivision design, construction, as-built, title, condominium, topography, investigative and environmental surveying. EXPERIENCE 2002-Present Brister Surveying Inc. President-In charge of all day-to-day operations of a land surveying company including safety programs,quality control procedures, and fulfilling production estimates. 1990-2002 Haas-Anderson Construction SqnLe3ing Superintendent—In charge of 4 survey crews generating all surveying and construction layout for road and bridge construction for Haas-Anderson Construction including safety programs,quality control procedures, and fulfilling production estimates. 1984-1989 South Texas Construction Surveying Superintendent—In charge of 4 survey crews generating all surveying and construction layout for road and bridge construction for South Texas Construction including safety programs, quality control procedures, and fulfilling production estimates. Specific Project Experience at Brister Surveying, Inc. Senior Project Manager in charge of Commercial/Public Proiects including but not limited to: • Consultant to the City of Corpus Christi for the Waste Water Collection System Master Plan (Whitecap Waste Water Treatment Plant), Project No. 7344A. • Consultant to the City of Corpus Christi for the Draft Drainage Criteria Technical Guide, Project No. 2083. • Mesquite Hills, 92 Acre Subdivision, Nueces County, Texas. • BFI Waste Management, 50 Acres, Control Survey, (Elliot Unit), Nueces County, Texas. • BFI Waste Management, 50 Acres, Control Survey, (EI Centro Unit), Nueces County, Texas. • Highland Hills, 264 Acre Subdivision, Jim Wells County, Texas. • Gully— Hurst Landfill, 140 acre Control Survey Nueces County, Texas • Design Survey for FM 101 Rehabilitation, approximately 30,000 linear feet, Live Oak County, Texas. • Design Survey, Sea Breeze Apartments, 25 Acre, Senior Citizen Center, (HUD), Corpus Christi, Texas. • 9000 Acre Berryman Ranch 700 Acre Bent Tree Subdivision, Jim Wells County • 6 Miles Of Railroad Right Of Way Retracement. Alice, Texas To Ben Bolt Texas • 7 Miles of Creek Meanders Of The San Fernando Creek, King Ranch Inc. • 4 Miles Of Survey Control Along the Port Of Corpus Christi For Homeland Security Project • 315 Acre Survey Of The Historic McGloin Homestead. Corpus Christi Heritage Society • Over 300 Miles of boundary Survey for the King Ranch Inc. Additional experience and references available upon request. CITY OF CORPUS CHRISTI Submit Date: Feb 08, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mr. Paul S. Cervantes Prefix First Name Middle Initial Last Name Email Address 6118 Maramet Drive 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? 44 Mobile: (361) 947-1016 Home: (361) 947-1016 Primary Phone Alternate Phone Cervantes Electric Inc. CEO Employer Job Title Work Address- Street Address and Suite Number 6118 Maramet Drive Work Address- City 6118 Maramet Drive Work Address -State Texas Work Address -Zip Code 78414 KAr Dat d C (-orniantoc Work Phone (361) 947-1016 Work E-mail address paulpoker23@yahoo.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: Construction trades advisory&appeals board Education, Professional and/or Community Activity (Present) Master Electrician-18 Years. Electrical Contractor for the Texas-16 Years Business Owner- 16-Years Electrical Program-2 Years Why are you interested in serving on a City board, commission or committee? Have served on the construction trades board since it started 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? (-. Yes r- No AAr Dni d C (-orvnntoc 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 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 KAr Dni d C r-nninntoc 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 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 9 Master Electrician 9 Electrical Contractor 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 Mr Dai it C ('orvnntoc 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. 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 KAr Dni d C r'oninntoc 5109 Spring Brook Phone(361)980-8463 Corpus Christi,TX 78413 Cell(361)947-1016 Emai{ Paul S. Cervantes Objective I would like to use my knowledge and skills, but at the same time grow and learn from your company Work Experience 2003- present Cervantes Electric Corpus Christi, TX Owner ■ Review plans and cost analysis ■ Prepare estimates 2003 - present City of Corpus Christi Corpus Christi,TX Construction Engineer/Inspector ■ Perform vertical/horizontal construction inspection, monitor project progress using CPM, and certify work in place and contractor invoices. • Conduct inspections on water pipes, sanitary and storm sewers, pressure piping,electrical and instrumentation. ■ Track status of active warranties and maintain contact with contractors concerning warranty issues. ■ Prepare inspection reports, monthly estimates/final closeout documentation, and contractor claim documentation. 2002 -2003 T. L. Electric Corpus Christi, TX Journeyman Electrician • Commercial/Residential electrical jobs ■ Wired various types of equipment ■ Read and interpreted blueprints 2001-2002 Dean Electric Corpus Christi,TX Journeyman Electrician • Commercial/Residential jobs ■ Wired various types of equipment/appliances • Trouble shoot different circuits Education 1997-2003 Del Mar College Corpus Christi, TX ■ Numerous certificates from the ABC Electrical Program from DMC ■ Two Certificates of National Electric Code from DMC 1993-1997 Moody High School Corpus Christi, TX ■ Electrical Traits Program ■ High School Diploma Accreditations/ • City Master Electrician Licenses ■ Texas State Master Electrician • Certified-Stormwater Inspection Training ■ Certified—Wastewater Overflow Reporting Interests/Activities I enjoy lifting weights, playing poker, watching/playing all sports and spending time with my family. Languages English, Spanish CITY OF CORPUS CHRISTI Submit Date: Feb 06, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mike Dildy First Name Last Name Email Address 1126 Winnipeg Street Address Corpus Christi TX 78418 City State Postal Code What district do you live in? W District 4 Current resident of the city? r Yes r No If yes, how many years? 50 years Mobile: (361)438-1022 Home: (361) 438-1022 Primary Phone Alternate Phone Maverick plumbing and utilities Foreman _ Employer Job Title Work Address - Street Address and Suite Number 5802 wooldridge bldg b Work Address- City Corpus Christi Work Address - State TX Work Address -Zip Code 78414 KAiL-o r1ii1rixi Work Phone (361) 4381022 Work E-mail address Maverickcjr@gmail.com Preferred Mailing Address W Work Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: No Education, Professional and/or Community Activity (Present) GED Master Plumber in Texas since 1980 MMRF Endorsement Formerly served on the Mechanical/Plumbing Advisory Board (2005-2011) Why are you interested in serving on a City board, commission or committee? In order to keep up with changes to codes and provide professional opinions 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 nniL,o mirk/ 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 Na Demographics Gender 17 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 a 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? rYes rNo 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) nniUo nildw 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 Master Plumber 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 AAileo rlilrlx/ 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 1 swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree KAH/n niirrx/ CITY OF CORPUS CHRISTI Submit Date: Mar 06, 2023 Application for a City Board, Commission, Committee or Corporation Profile Juan Escamilla First Name Last Name Email Address 4021 Acushnet F Street Address Corpus Christi TX 78413 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? 30 Mobile: (361)425-2601 Mobile: (36.1)425-2601 Primary Phone Alternate Phone Assistant Business Manager/ I.B.E.W.LU 278 CWCE Program Coordinator Employer Job Title Work Address- Street Address and Suite Number 2301 Saratoga Blvd Work Address - City Corpus Christi Work Address -State Texas Work Address - Zip Code 78417 lr inn Gcramilln Work Phone 3618551084 Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS BOARD: Submitted Interests & Experiences 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) Master Electrician 16 yrs experience Why are you interested in serving on a City board, commission or committee? I am interested in serving to contribute as a Corpus Christi resident and working citizen to the continued development and growth of this city. As a Master Electrician in the area I have had the fortune of accumulating experience in a diverse range of capacities. I did my upmost to apply critical thought and sound reasoning in fulfillment of duty in the roles I undertook. If selected, my role of servitude to city of Corpus Christi will receive no less.Thank you for your consideration. Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes c: No Are you a current candidate in an election for a non-city public office? r Yes r No 11 inn Gcrnmilln 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 P 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) L inn Gcrnmilln 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? q Master Electrician 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 Iiinn Gcr nmilln 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 1i inn Pcrnmilln CITY OF CORPUS CHRISTI Submit Date: Apr 25, 2023 Application for a City Board, Commission, Committee or Corporation Profile Ty J Gentry First Name Middle Initial Last Name Email Address 8352 King_ Ranch Dr. Street Address Corpus Christi TX 78414 City State Postal Code What district do you live in? V District 5 Current resident of the city? r Yes r No If yes, how many years? 30 Business: (361) 289-0022 Mobile: (361) 438-9344 11 Primary Phone Alternate Phone Gentry Company CEO Employer Job Title Work Address-Street Address and Suite Number 1413 Corn Products Road Work Address- City Corpus Christi Work Address-State Texas Work Address-Zip Code 78409 Txi 1 rcntrw Dano 1 of 1; Work E-mail address Ty@gentryco.net Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: No Why are you interested in serving on a City board, commission or committee? Feel the need to be more involved. 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 yes Demographics TO 1 r_ontni 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) TO 1 rontry 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? 9 Plumber Contractor 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. 9 1 Agree Txi 1 (_ontrxi 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 swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree TO 1 (,ontrxi CITY OF CORPUS CHRISTI Submit Date: Feb 07, 2023 Application for a City Board, Commission, Committee or Corporation Profile Jose L Jimenez First Name Middle Initial Last Name Email Address 5001 Cascade 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? 34 Mobile: (361) 434-9137 Home: (361) 815-7222 Primary Phone Alternate Phone Jimenez Electric LLC Owner/Master Electrician Employer Job Title Work Address-Street Address and Suite Number 509 Lawrence Street Work Address - City Corpus Christi Work Address-State TX Work Address-Zip Code 78401 Inco I limono-7 Work Phone 361-434-9137 Work E-mail address jose@jimenez-electric.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: Yes, NEC code committee Education, Professional and/or Community Activity (Present) Education College(Del Mar) Business Administration Master Electrician Craft Training Center Vocational Trade school If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Construction Trade Advisory&Appeals Board Why are you interested in serving on a City board, commission or committee? Great opportunity to voice my opinion and input in the community trade and construction industry. Help better serve the city with regards to future construction development. 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 Inco I limono-7 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 P 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 Inco I limGnC7 Dano I of � 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 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 Master Electrician W Electrical Contractor 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 Inco I limano-7 City Code Requirement- Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Inco I Iimono-7 CITY OF CORPUS CHRISTI Submit Date: Mar 28, 2023 Application for a City Board, Commission, Committee or Corporation Profile Tommie A Lee sr First Name Middle Initial Last Name Suffix Email Address 4717 west way Street Address corpus christi TX 78408 City State Postal Code What district do you live in? W District 1 Current resident of the city? r Yes r No If yes, how many years? 36 Business: (361)438-1878 Business: (361) 814-7748 Primary Phone Alternate Phone TL Mechanical, Electrical. Plumbing. president Employer Job Title Work Address- Street Address and Suite Number 4717 west way Work Address- City corpus christi Work Address- State texas Work Address- Zip Code 78408 Tnmmio A I oo cr Work Phone 3618147748 Work E-mail address tl@tlmep.net Preferred Mailing Address W Work Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: no Education, Professional and/or Community Activity (Present) some college. master electrician, hvac class A , MEP contractor in city of Corpus Christi Why are you interested in serving on a City board, commission or committee? community support Are you an ex-Officio member of a City Board, commission or committee? 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 Tnmmio A I an cr 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 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) Tnmmin A I oo cr 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? P Master Electrician P Electrical Contractor P Plumber Contractor PJ HVAC Contractor 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. p I Agree Tnmmio 0 I oo cr 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 1 swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Tnmmio 0 I oo cr CITY OF CORPUS CHRISTI Submit Date: Mar 09, 2023 Application for a City Board, Commission, Committee or Corporation Profile Carlos Martinez First Name Last Name Email Address 2110 Meadowwalk Dr. Street Address Corpus Christi TX 78414 City State Postal Code What district do you live in? V District 5 Current resident of the city? r• Yes r No If yes, how many years? 44 Business: (361) 739-1020 Mobile: (361) 739-1020_ Primary Phone Alternate Phone N. Martinez&Associates, Inc. Vice President/_Project Engineer Employer Job Title Work Address- Street Address and Suite Number PO Box 8118 Work Address- City Corpus Christi Work Address- State Texas Work Address- Zip Code 78468 (`!nrinc IAAnrtino-7 Work Phone 361-739-1020 Work E-mail address nmatexas@gmail.com Preferred Mailing Address W Work Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: No. Education, Professional and/or Community Activity (Present) BS Civil Engineering Ongoing MS Construction Management Licensed Real Estate Sales Agent Master Peace Officer American Society of Civil Engineers, Corpus Christi Branch Board member If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Construction Trade, Building Standards Why are you interested in serving on a City board, commission or committee? To get involved in and serve my community; become more familiar with City government, use my current skills to help the City as well as learn new skills 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 (`nrinc Nlartino-7 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 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 r-ndnc KAnrtino-7 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 NIA. My employment provides civil engineering consulting services to local public and private entities. No current contracts with City at this time. Will be looking to do engineering consulting work with City in the future. 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? V Engineer Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? 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? q Engineer or Architect Verification 1—ndric KAnrtino-7 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61,which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. 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 ('nrinc Unrtino-7 CITY OF CORPUS CHRISTI Submit Date: Feb 06, 2023 Application for a City Board, Commission, Committee or Corporation Profile Jared Merdes P.E. First Name Last Name Suffix Email Address 9871 DAISY DR. Street Address CORPUS CHRISTI TX 78410 City State Postal Code What district do you live in? " W District 1 Current resident of the city? r Yes r No If yes, how many years? 46 Mobile: (361) 563-6708 Business: (361) 883-9199 Primary Phone Alternate Phone Stridde Callins and Associates, Inc Vice President Employer Job Title Work Address-Street Address and Suite Number 342 S. Navigation BLVD Work Address- City CORPUS CHRISTI Work Address -State TX Work Address-Zip Code 78405 linror9 Unrrtnc D Work Phone 361-883-9199 Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: Construction Trade Advisory&Appeals Board as of April 1, 2020. Education, Professional and/or Community Activity (Present) BS MECHANICAL ENGINEERING, MBA TEXAS STATE LICENSED MECHANICAL ENGINEER USGBC LEED AP ASHRAE MEMBER BUILDING COMMITTEE MEMBER FOR CORPUS CHRISTI METRO MINISTRIES FORMERLY SERVED ON ELECTRICAL ADVISORY BOARD 2003-2013 SERVED AS VICE-CHAIRMAN FORMERLY SERVED ON THE MECHANICAUPLUMBING ADVISORY BOARD UP TO 2013-2019 If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Construction Trade Advisory&Appeals Board Why are you interested in serving on a City board, commission or committee? To give back to the community and share my experience and skills to make Corpus Christi a better place. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes (.- No lnrorl nnorrioc D G 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 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 1nrorl AAorfinc DF: 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 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? 1•J Engineer or Architect • Heating, Ventilation,Air Conditioning and Refrigeration Contracting (HVAC)Technician Verification 1nrorl AAorrloc D G 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. 9 1 Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61,which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Inrorl nnorrioc D F Mechanical Engineer—Jared M. Merdes, P.E., MBA, LEED AP Stridde, Callins, and Associates, Inc—Vice President/Principal Mechanical HIGHLIGHTS OF QUALIFICATIONS • Over 17-years' experience of managing service and office staff to deliver high quality customer service for both commercial service and engineering consulting companies. • Industry recognized in mechanical engineering design,constructability and facility maintenance for breadth of knowledge,attention to detail,practical solutions,and systems start-up,troubleshooting, and commissioning. • Comprehensive knowledge of the commercial construction process from budgeting,design,preparation of construction contract documents,coordination with purchasing,and construction management. • Keen ability to understand complex systems in existing facilities,identify system deficiencies,create feasible solutions, and support Client during design,construction,and Owner training. • 2015 International Energy Conservation code specialist,Construction energy compliance review. • Excellent communicator in written and verbal form at all technical levels. • Team focused and effective technical and organizational problem solver. PROFESSIONAL EXPERIENCE • Over 16-years' experience in designing HVACR and plumbing systems and contract specifications. • Over 25-years' experience in hands-on service,installation,repair,operation and optimization of commercial HVACR,cooking, and laundry systems. • STRENGTHS:Achiever—Constant need for achievement,Discipline—Structured, Focus—Goal Oriented,Learner—Hunger and thrill for new information and Maximizer—Strive for excellence. REPRESENTATIVE PROJECT EXPERIENCE (Comprehensive list is available upon request) • Universities • Independent and Private School Districts • City,County,and Port Authorities • Religious Facilitites • Commercial Facilities • Industrial Facilities CREDENTIALS Professional Engineer, State of Texas License No. 100145 City of Corpus Christi Energy Compliance Inspector,License No. 17LEN1011 EPA Refrigerant Transition and Recovery Certification,Type I,II PROFESSIONAL ACTIVITIES American Society of Heating,Refrigeration,Air Conditioning Engineers(ASHRAE),Active Member United States Green Building Council(USGBC),Leadership in Energy and Environmental Design Accredited Professional(LEED AP) City of Corpus Christi,Electrical Advisory Board Member—Past Member City of Corpus Christi,Mechanical Advisory Board Member—2016/2019 Corpus Christi Metro Ministries,Building Committee Member EDUCATION Texas A&M University,Corpus Christi,Texas Masters of Business Administration Texas A&M University,Kingsville,Texas Bachelor of Science Mechanical Engineering, Suma Cum Laude 9871 Daisy Drive • Corpus Christi, Texas 78410 • 361.563.6708 . CITY OF CORPUS CHRISTI Submit Date: Mar 20, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mr. Robert C. Morris Prefix First Name Middle Initial Last Name Email Address 433 Santa Monica Place Street Address Corpus Christi TX 78411 City Slate Postal Code What district do you live in? P District 2 Current resident of the city? r Yes r No If yes, how many years? 41 Home: (361) 779-1292 Home: (361) 779-1292 Primary Phone Alternate Phone STBP, Inc. dba South Texas Building Partners Vice President- Estimating Employer Job Title Work Address- Street Address and Suite Number 601 Everhart Road Work Address - City Corpus Christi Work Address- State Texas Work Address-Zip Code 78412 KAr Rnhort r` Unrric Work Phone (361) 299-5462 Work E-mail address rm@stbp.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: I serve on the board for the Associated General Contractors (AGC) -South Texas Chapter. Education, Professional and/or Community Activity (Present) 4-year business degree;graduated from Texas A&M University-Corpus Christi (TAMUC-CC) 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 getting more involved in helping our community and to provide a voice for an industry in which I am familiar with. Anything I can do to help better the community and industry in which I live and work in is fulfilling to me. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r' Yes r• No KAr Qnknrt (' Unrric 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 P 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 Dnhort (' AAnrric 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 am not an owner of our company-STBP, Inc. but our company has a few construction contracts open with the City of Corpus Christi -Art Museum Improvements and the Art Center Improvements. Board-specific questions (if applicable) 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 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 KAr Dnhnrt r' AAnrric 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. 9 1 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. 9 1 Agree Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree hAr Rnhort (` Unrric STBP; Inc. 601 Everhart South Texas Corpus Christi. ;T TX 78412 Building Partners 361-299-5462 www.stbp.com Robert C. Morris rm@stbp.com •361-779-1292 Experience December 2014- STBP, Inc.dba South Texas Building Partners Corpus Christi,Texas Present Project Manager/Estimator, VP Projects November 2006- Ewing Construction Co.,Inc. Corpus Christi,Texas December 2014 Estimator/Project Manager March 2003- Brin&Brin, P.C. Corpus Christi,Texas November 2006 Production Manager Activities/Affiliations Associated General Contractors South Texas Chapter, Board Member/2020 Vice President/2021 President First Christian Church-Disciples of Christ, Member Coastal Conservation Association,Member St.James Episcopal School's 2019 Fishing Tournament,Co-Chairman Guardian Gals Animal Rescue/Shelter A Mutt,Volunteer Construction Leadership Council—Corpus Christi, Past Executive Board Member Education Texas A&M University—Corpus Christi Corpus Christi,Texas Bachelor of Business Administration in Marketing, May 2006 Texas Tech University Lubbock,Texas General Business September 1999-2002 Training Basic Orientation Plus, Corpus Christi,TX Mastering Microsoft Project 2016,Corpus Christi,TX CPR/AED/First Aid, Corpus Christi,TX OSHA 30 Hour Construction Industry Outreach,Corpus Christi,TX, OSHA 10 Hour Construction Industry Outreach,Corpus Christi,TX, TWIC Dale Carnegie High-Impact Presentation Course, Corpus Christi TX, December 2007 Dale Carnegie Course,Corpus Christi,TX, October 2007 Project Experience Firm Role Project Location Contract Value STBP Project Manager Tuloso-Midway H.S. Restroom Renovations Corpus Christi,Texas $ 189,630 STBP Project Manager Cummins Crane Bay San Antonio,Texas $ 302,399 STBP Project Manager Park PID Lots 2 and 13 Corpus Christi,Texas $ 2,925,708 STBP Project Manager Riviera Telephone Company—Office Building Riviera,Texas $ 4,128,904 STBP Project Manager Coastal Bend Wellness Foundation Corpus Christi,Texas $ 4,964,371 STBP Project Manager S&J Bakery Corpus Christi,Texas $ 1,152,899 STBP Project Manager YWCA Renovations Corpus Christi,Texas $ 171,513 STBP Project Manager Montessori School of Corpus Christi Remodel Corpus Christi,Texas $ 87,409 STBP Project Manager Espejo Energy Office Remodel Corpus Christi,Texas $ 120,221 STBP Project Manager Huntington Square Fagade Remodel Corpus Christi,Texas $ 119,673 STBP Project Manager Texas A&M University Corpus Christi Engineering Lab Corpus Christi,Texas $ 2,469,265 STBP Project Manager First United Methodist Church Nursery Remodel Corpus Christi,Texas $ 502,047 STBP Project Manager Flour Bluff Retail Center Fagade Remodel Corpus Christi,Texas $ 171,529 South Texas Building Partners STBP Project Manager St.James Episcopal School Locker Room Remodel Corpus Christi,Texas $ 102,209 STBP Project Manager La Palmera Mall Demo/Whitebox for H&M Corpus Christi,Texas $ 1,006,464 STBP Project Manager Eye Institute of Corpus Christi Improvements Corpus Christi,Texas $ 49,507 STBP Project Manager St.James Episcopal School Gym Restroom Remodel Corpus Christi,Texas $ 49,264 STBP Project Manager Woolsey Law Remodel Phase 2 Corpus Christi,Texas $ 64,490 STBP Project Manager CCYC 15t Floor Women's Restroom Remodel Corpus Christi,Texas $ 23,315 STBP Project Manager Dr.Michael Winnie, Suite 500 Remodel Corpus Christi,Texas $ 79,316 STBP Project Manager Deaf&Hard of Hearing Finish-Out Corpus Christi,Texas $ 221,331 STBP Project Manager Columbia Electric Remodel Corpus Christi,Texas $ 117,627 STBP Project Manager CCYC 2nd Floor Men's Restroom Remodel Corpus Christi,Texas $ 18,063 STBP Project Manager Gulftex Canopy Addition&Remodel Corpus Christi,Texas $ 58,346 Work References Burris McRee, Owner,Gulftex Properties,361-992-9700 Mark Luddeke, Owner,Luddeke Architectural Design Group,361-857-7628 Taylor Hunt,Sr. Project Manager, Ed Rachal Foundation,361-881-9040 Trey Falk, EHS Coordinator,Celanese Bishop,361-779-6191 Personal References Justin McComb,361-728-5265 Brandon Sellers,361-658-6186 Joshua Beach, 361-765-5963 Neil Brubeck,443-822-7388 CITY OF CORPUS CHRISTI Submit Date: Mar 02, 2023 Application for a City Board, Commission, Committee or Corporation Profile Leah Tiner First Name Last Name Email Address 2226 Spoonbill Dr Street Address Corpus Christi TX 78414 City State Postal Code What district do you live in? W District 4 Current resident of the city? r Yes r No If yes, how many years? 11 Mobile: (361) 947-4331 Mobile: (361) 947-4331 Primary Phone Alternate Phone Maldonado Burkett LLP Assistant Construction Manager Employer Job Title Work Address - Street Address and Suite Number 433 Flato Rd Work Address- City Corpus Christi Work Address- State TX Work Address -Zip Code 78405 I ooh Tinor Work Phone 3619474331 Work E-mail address Leah.tiner@maldonado-burkett.com Preferred Mailing Address 9 Home/Primary Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: No Education, Professional and/or Community Activity (Present) Associate Degree Psychology Why are you interested in serving on a City board, commission or committee? believe that input from citizens in the community is important. I work for a local contractor and if this is not a conflict of interest. We do not have any contracts with the city. 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 I nnh Tinor 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 P 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 Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No I nn Tirum r 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 NIA. I did not answer yes to any of the above questions as we are not involved in any contracts with the city or legal matters Board-specific questions (if applicable) 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 W Electrical Contractor 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 I ooh Tinor City Code Requirement -Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree I onh Tinor Leah Tiner 361-974- 4331 (cell) 434 Louisiana Ave. Corpus Christi, TX 78404 Summary Expert in project management and the understanding of the construction process from inception to completion. Proficient in proposal evaluation and response, including budget tracking and financial value review. Expert at document control ensuring proficient and productive daily operations. Skilled in communications, timeline management and operations experience. Well versed in motivating and focusing team on project goals. Dedicated to the value of promoting the company's reputation and maintaining good public relations with suppliers, subcontractors, engineers, architects, and owners. Professional Experience Cloud to Market, LLC. Feb. 2014 - Present Operations Manager - Corpus Christi, TX Basic Industries July 2012 - Feb. 2014 Payroll Manager - San Antonio, TX DD&B Construction Sept. 2009 - Apr. 2011 Office Manager - San Antonio, TX Hull Door Oct. 2008 - Aug. 2009 Administrative Assistant/Estimator/Project Manager, San Antonio TX FaulknerUSA Feb. 2006 - July 2008 Contract Manager/Assistant Project Manager/Preconstruction Coordinator, Austin, TX O'Haver Contractors Dec. 2004 - Feb. 2006 Project Administrator/Engineer, San Antonio TX Law Offices of Jaay D. Neal, P.C. Feb. 2004 - Dec. 2004 Legal Assistant, San Antonio, TX Judson Independent School District Facilities Planning Nov. 2001 - Jan. 2004 Secretary to Director of Facilities, San Antonio, TX Judson Independent School District Police Department Dec. 1998 - Nov. 2001 Secretary to Chief of Police, Converse, TX Education: A&M Consolidated High School, College Station, TX May 1984 University of Phoenix: Associate of Arts Feb. 2011 Training & Certifications Microsoft Project Microsoft Excel Microsoft Word Microsoft Outlook Quickbooks Primavera Expedition 8.0-9.0 BidFaxPro Suretrak 3.0 ICE 2000 Sage Timberline Office Other Experience School Volunteer for Northern Hills Elementary School Volunteer for Crestview Elementary TLETS and NCIC/TCIC Training NCIC/TCIC Full Access Operator Crisis Communication Training Post Committee Member for Law Enforcement Explorers Post Volunteer for Region XX School Bus Safety Rodeo Vote Yes Committee for JISD Bond Election Office of Attorney General Presumptive Eligibility Training Converse Citizens Police Academy Member Converse Citizens Police Academy Alumni Association City of Converse Parks and Recreation Committee Understanding & Promoting the Well-being of Vulnerable Children References Available upon request CITY OF CORPUS CHRISTI Submit Date: Mar 07, 2023 Application for a City Board, Commission, Committee or Corporation Profile Mike L. Wanzer First Name Middle Initial Last Name Email Address 3445 MONTEREY Street Address CORPUS CHRISTI TX 78411 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? 54 Home: (361) 854-6535 Mobile: (361) 765-4571 Primary Phone Alternate Phone MIKE WANZER A/C OWNER Employer Job Title Work Address- Street Address and Suite Number 1959 SARATOGA#19 Work Address- City CORPUS CHRISTI Work Address-State TX Work Address-Zip Code 78417 KAil/o I \A/nn-7or Work Phone 361-854-0121 Work E-mail address Preferred Mailing Address W Work Address Which Boards would you like to apply for? CONSTRUCTION TRADE ADVISORY&APPEALS 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: yes CTAAB Education, Professional and/or Community Activity(Present) PAST MEMBER AND CHAIRMAN OF MECHANICAL/PLUMBING ADVISORY BOARD 2005-2012 PAST PRESIDENT OF CBACCA OPEN MEETINGS ACT CERTIFIED 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? To be involved with the shaping of my industry moving forward. 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 KAil,o I Minn-7or 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 Gender 9 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 AAH/n I \A/nn-7or 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 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 HVAC Contractor 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 nniUo i ',A/an-7or City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment(e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree NAil,o I Wnn-7or SENIOR CORPS ADVISORY COMMITTEE One(1)vacancy with term to 2-28-2024,representing the following category:1-SCP Volunteer Station. Duties The Committee shall act as an advisor to the City Council,City Manager and Parks Department staff regarding the Senior Companion Program and the Retired and Senior Volunteer Program. Composition The committee shall consist of five(5)members.One(1)member shall be a current Senior Companion Program("SCP")volunteer,one(1)member shall represent the SCP Volunteer Station;one(1)member shall be a current Retired and Senior Volunteer Program("RSVP")volunteer;one(1)member shall represent the RSVP volunteer station;and one(1)member shall be at large.Of the initial members,three(3)members shall serve a two-year term and two(2)members shall serve a one- year term,as determined by a drawing to be conducted at the initial committee meeting.Thereafter,all terms shall be two(2)years. Meet Last Wednesday of every month at 3:00 p.m.Galvan House in Heritage Park Creation/Authority Member size Term length/limit Staff Liaisons Ordinance No.031963,12/17/19 5 2 years/6 years Jennine Leal&Ericka Maldonado Appointing Name District Term Appt.date End date Authority Position Status Category Betsy Miller District 5 2 3/17/2020 2/28/2024 City Council Resigned SCP Vol.Station Joann Cantu District 3 2 3/17/2020 2/28/2024 City Council Chair Active RSVP Volunteer Allison C.Vela District 2 1 8/31/2021 2/28/2024 City Council Active At-Large Gary R.Burger District 5 3 3/1/2023 2/28/2025 City Council Active RSVP Vol.Station Katherine J.Joslin District 4 1 4/11/2023 2/28/2025 City Council Active SCP Volunteer 6-13-2023 SENIOR CORPS ADVISORY COMMITTEE Applicants Name District 2 Status Category Senior Companion Program (SCP) Stephanie M. Brown I District 2 Applied Volunteer Station CITY OF CORPUS CHRISTI Submit Date: Mar 31, 2023 Application for a City Board, Commission, Committee or Corporation Profile Stephanie M Brown First Name Middle Initial Last Name Email Address 2226 Anacua St Street Address Corpus Christi TX 78414 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? 37 years Mobile: (361) 462-1646 Business: (361) 723-1049 Primary Phone Alternate Phone Altus Hospice Intake Coordinator Employer Job Title Work Address- Street Address and Suite Number 4300 South Padre Island Dr STE 1- 1 Work Address- City Corpus Christi Work Address- State Texas Work Address - Zip Code 78411 Ctonh!3nio M Rrntnm Work Phone 361-723-1049 Work E-mail address Stephaniebrown@altushospice.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? SENIOR CORPS 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) I am currently working for Altus Hospice. We have recently signed up to be a SCP Volunteer Station. 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 would like to assist in helping the community with education on services available. There are so many individuals who could utilize the assistance of a senior companion. 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 Ctonhnnio KA Prn%A/n Are you a current candidate in an election for a non-city public office? r Yes t- 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 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 t•' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r. No Ctnnhnnin KA Prn%A/n 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. No. Board-specific questions (if applicable) Question applies to SENIOR CORPS ADVISORY COMMITTEE The Senior Corps Advisory Committee must include members representing certain categories. Do you qualify for any of the following categories? V Senior Companion Program (SCP) Volunteer Station 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. q I Agree Ctonhnnin KA Rrn%Ain City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation)for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Ctnnhnnin KA Prn\AM Cit of Corpus Christi 1201 Leopard Street Y p Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday, May 23,2023 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 11:32 a.m B. Invocation to be given by Chaplain Rodney Appleby, Corpus Christi Fire Department. Chaplain Rodney Appleby, Corpus Christi Fire Department, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Arnoldo Duran, Junior at Harold T. Branch Academy. Arnoldo Duran, Junior at Harold T. Branch Academy, 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. 23-0889 2023 Top Cop Award Winner for the State of Texas - Police Officer Gustavo A. Medina 2023 Top Cop Honorable Mention for the State of Texas - Senior Officer Brandon Cordell and Senior Officer Paul Lisowski City Manager Peter Zanoni announced that the National Association of Police Organization recognizes ten officers from the country for the Top Cop Award and the Top Cop Honorable Mention. Police Officer Gustavo A. Medina was awarded the 2023 Top Cop Award for the State of Texas, and Senior Officer Brandon Cordell and Senior Officer Paul Lisowski were awarded the 2023 Top Cop Honorable Mention for City of Corpus Christi Page 1 Printed on 5/31/2023 City Council Meeting Minutes May 23,2023 the State of Texas. Police Chief Mike Markle thanked the Mayor, Council Members, and the City Manager for their support. 2. 23-0894 82nd Police Academy Cadet Graduation City Manager Peter Zanoni recognized the 82nd Police Academy Cadet Graduation that took place on May 19. The 82nd Police Academy began in October of 2022 with 22 cadets. 20 of the cadets were sworn into the Corpus Christi Police Department. A Council Member mentioned that a police substation was also approved in the budget for the Northwest area. 3. 23-0890 "Safe, Fun, Fit - Endurance Fest", June 2 - June 4, 2023 City Manager Peter Zanoni sated that the Safe, Fun, Fit Endurance Fest will take place June 2-4, 2023. The Endurance Fest is a celebration of the 3rd anniversary of Safe, Fun, Fit. The schedule is as follows: 5K Glow Run on Friday, June 2 at 6:30 p.m.; 10K and half marathon relay on Saturday, June 3 at 7:00 a.m.; and the Bike Tour on Sunday, June 4 at 7:30 a.m. The goal is to have 1,200 participants register for these events. 4. 23-0840 Water Supply Projects Update presented by Chief Operating Officer Mike Murphy Chief Operations Officer Mike Murphy presented information on the following topics: Corpus Christi water; water sources; conservation 365; water supply improvement projects; and diversified water portfolio planning. Council Members, City Manager Peter Zanoni, Chief Operations Officer Murphy, Water Resource Manager Esteban Ramos, Director of Water Utilities Andrew Molly, Strategic Business Manager Adrianna Escamilla, and Assistant Director of Waste Water Dr. Deng discussed the following topics: the total investment for water supply improvement projects is $143 million; the design capacity of Mary Rhodes Pipeline is 75 million gallons of water per day (MGD), but it is best to not go above 55 to 60 MGD; the engineering report could take up to nine months to complete; whether an incentive can be implemented for water conservation devices; a request that staff provide in future reports the amount of water consumed by large volume water users; large volume users consume about 50 MGD; the Mary Rhodes Pipeline is operating around 55 percent efficiency; a request for a breakdown of consumption for all water users; the approximate timeline to complete construction is three years; the City is exploring the idea of possibly having two pipelines for the Mary Rhodes Pipeline; rain barrels will be available again in March or April of 2024; the City would be the largest user of Evangeline Groundwater; a Council Member's request that the City consider using rainwater capture; staff is researching effluent reuse and aquifer storage, along with the EV Ranch project as an alternate water source; 30 MGD of effluent water is available to sell; staff is in contact with Valero Refinery about obtaining their design plans for purchasing effluent water from the City; and the City is supplying about City of Corpus Christi Page 2 Printed on 513112023 City Council Meeting Minutes May 23,2023 700,000 gallons of effluent water per day to golf courses. F. PUBLIC COMMENT Mayor Guajardo opened public comment. Steve Klepper, 317 Sunset Ave., spoke about storm water fees and the lack of transparency regarding water rates. Shawn Flanagan, 4218 Herndon St., Lynn Woods, 926 Rosedale Dr., Adalberto Carrillo III, 4055 Killarmet Dr., Victoria Holland, 235 Ohio Ave., and Pamela Woods, 926 Rosedale Dr., spoke in opposition to an environmental and sustainability department. Patricia Reinhardt, 317 Clifford St., spoke about litter throughout the community and at retail stores. Michael Rittgers, 5918 South Oso Parkway and Catherine Barnes, 520 South Chaparral St., stated their concern about how Certificates of Obligation are utilized. Maggie Peacock, 1773 Ennis Joslin Rd. and Armon Alex, 1610 La Joya St., spoke in support of an environmental sustainability department. Rachel Caballero, 522 Hancock St., spoke about issues with the high cost of water bills. Melissa Zamora, 454 Louisiana Ave., spoke about environmental concerns and spoke in opposition to desalination. Isabel Araiza, 326 Poenisch Dr., spoke about issues with items placed on the agenda for the crime control and prevention district board and about her concern with council transparency. Eli McKay, 1008 Marguerite St., spoke in support of an environmental sustainability department and her experience with better amenities in bigger cities. Melissa Nucete, 6530 Peacock Dr., spoke about animal care service concerns and the stray animal population. Dustin Cronan, 5026 Yorktown Blvd., spoke about the progress on autism awareness. John Weber, 609 Naples St., spoke in opposition to Item 18 regarding the purchase of a modular building for Engineering Services. Brian Keeble, 4350 Ocean Dr., praised Police Chief Mike Markle for his quick response to a constituent's concern regarding an issue with the Police Department and expressed his opinion that a council member and the City Manager are good prospects for the CEO of the Port of Corpus Christi. City of Corpus Christi Page 3 Printed on 513112023 City Council Meeting Minutes May 23,2023 Jack Gordy, 3913 Montego Dr., spoke about a political sign being posted illegally. The following citizens submitted a written public comment which is attached to the minutes: Christian Cabazos, 457 Dolphin Place; Brittni Young, 6018 Williston Dr.; Sarah Rodriguez, 3535 Santa Fe St.; and Judith Gonzalez-Rodriguez, 333 Santa Monica Place. G. BOARD &COMMITTEE APPOINTMENTS: (NONE) H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 5 - 20) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Council Members pulled Items 17, 18 and 19 for individual consideration. Council Member Hunter moved to approve the consent agenda with the exception of Items 17, 18 and 19, seconded by Council Member Pusley. The motion carried by the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 5. 23-0846 Approval of the May 16, 2023 Regular Meeting Minutes The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 6. 23-0756 Ordinance accepting a grant to combat drug and human trafficking from the State of Texas Governor's Homeland Security Grants Division in the amount of$145,245.00 for overtime and fringe benefits for the Corpus Christi Police Department; and appropriating $145,245.00 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033050 7. 23-0711 Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance City of Corpus Christi Page 4 Printed on 513112023 City Council Meeting Minutes May 23,2023 response activities and laboratory response network activities for the period September 1, 2022, through August 31, 2024. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033051 8. 23-0727 Ordinance authorizing acceptance of Center for Health Emergency Preparedness and Response Grant for $205,548.00 with an in-kind match of $20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities for the period of July 1, 2023, through June 30, 2024. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033052 9. 23-0731 Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for$10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide flu testing program for the period of September 1, 2023, through August 31, 2025. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033053 10. 23-0742 Ordinance appropriating $66,577.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033054 11. 23-0777 Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for$240,003.00 with a cash match of$24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $264,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033055 12. 23-0786 Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. This Ordinance was passed on second reading on the consent agenda. City of Corpus Christi Page 5 Printed on 513112023 City Council Meeting Minutes May 23,2023 Enactment No: 033056 13. 23-0794 Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033057 Consent- Contracts and Procurement 14. 23-0694 Motion authorizing the purchase of a one-year software license renewal with CDW-G, LLC, of Vernon Hills, Illinois, in an amount of$65,926.77 for Veeam backup and replication software for disaster recovery and business continuity, with FY 2023 funding from the Information Technology Fund. This Motion was passed on the consent agenda. Enactment No: M2023-069 15. 23-0769 Motion authorizing the purchase of network hardware equipment from Great South Texas Corp., dba Computer Solutions, of San Antonio, for $203,477.15, with FY 2023 funding from the Information Technology Fund. This Motion was passed on the consent agenda. Enactment No: M2023-070 16. 23-0582 Resolution authorizing an eight-month service agreement with Andritz Separation, Inc., of Alpharetta, Georgia, with an office in Arlington, Texas, for $111,371.00 to upgrade the SCADA centrifuge system for the Broadway Wastewater Treatment Plant, with FY 2023 funding from the Wastewater Fund. This Resolution was passed on the consent agenda. Enactment No: 033058 17. 23-0570 Resolution authorizing a three-year service agreement, with two one-year options, with 2Chainz Brush Clearing LLC, of Lolita, Texas, with an office in Corpus Christi, in an amount not to exceed $1,314,325.08 and a potential amount of$2,190,541.80 if options are exercised, for mowing of storm water and street right of way areas for the Public Works Department, with FY 2023 funding of$146,036.12 from the Storm Water Fund. Mayor Guajardo referred to Item 17. A Council Member and Assistant Director of Public Works Gabriel Hinojosa discussed the following topic: whether it is more affordable to increase in-house staffing versus contracting out. City of Corpus Christi Page 6 Printed on 513112023 City Council Meeting Minutes May 23,2023 Council Member Klein moved to approve the resolution, seconded by Council Member Pusley. This Resolution was passed and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 2- Council Member Barrera and Council Member Hunter Abstained: 0 Enactment No: 033059 Consent- Capital Projects 18. 23-0670 Motion authorizing the purchase of a modular building from Sustainable Modular Management, of Frisco, Texas, for $225,530.00 to add 1,680 square feet of administrative space to be occupied by Engineering Services staff, with FY 2023 funding from the Engineering Services Fund. Mayor Guajardo referred to Item 18. Council Members, City Manager Peter Zanoni, Assistant Director of Finance and Procurement Josh Chronley, and Assistant Director of Engineering Services Brett Van Hazel discussed the following topics: the specifications of this facility were nearly similar as to the original installation; a modular building will be more efficient to accommodate personnel; and this building will have ADA compliant access. Council Member Hernandez moved to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with 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 Enactment No: M2023-071 General Consent Items 19. 23-0872 Resolution approving the addition of Estrada Hinojosa and Cabrera Capital Markets, LLC, to the City's pool of financial underwriters to be used on an as needed rotational basis for issuance of bonds with compensation to firms through the bond proceeds at the time of sale. Mayor Guajardo referred to Item 19. A Council Member and Interim Assistant City Manager Heather Hurlbert discussed the following topic: the financial underwriter is chosen from a pool based on the type of bond and size of issuance. City of Corpus Christi Page 7 Printed on 513112023 City Council Meeting Minutes May 23,2023 Council Member Klein moved to approve the resolution, seconded by Council Member Hernandez. This Resolution was passed and approved with 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 Enactment No: 033060 Consent-First Reading Ordinances 20. 23-0842 Ordinance appropriating $858,584.84 from the unreserved fund balance in the PEG Cable Fund; authorizing execution of Amendment#1 to the service agreement with The Personal Computer Store, Inc., dba Avinext to complete the second phase of the audio and video media renovation to the City Council Chambers; and amending the FY 2023 Operating Budget. This Ordinance was passed on first reading on the consent agenda. J. LEGISLATIVE UPDATE: Senior Intergovernmental Relations Coordinator Wendy Herman presented information on the following topics: SB 1117-bill would prohibit cities from collecting franchise fees from cable companies; Bills to Watch: HB 5012-American Bank Center Bill; SB 369-Disannexation Bill; Dead Bills: HB 2018-Land Bill; SB 2037-prohibit cities from applying subdivision regulations in the ETJ; SB 175-Lobbyist Bill; Gambling Bills; HB 1132; and beach bills. Lobbyist Snapper Carr will provide a report to Council on June 27. A Council Member and Senior Intergovernmental Relations Coordinator Herman discussed the following topic: SB 369 needs to be voted out of the House today in order to stay alive. K. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 2:02 p.m. Executive Session Item 30 was held during the lunch recess. Mayor Guajardo reconvened the meeting at 3:50 p.m. L. PUBLIC HEARINGS: (NONE) M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 21 - 29) 21. 23-0891 One-Reading Ordinance appropriating $6,500,000.00 from the unreserved fund balance of the Type A Arena Fund; transferring such funds to the Arena Capital Improvement Fund for urgent mechanical improvements at the Arena and for capital improvements and enhancement of the Arena; transferring City of Corpus Christi Page 8 Printed on 513112023 City Council Meeting Minutes May 23,2023 $1,911,000.00 from the HOT Fund to the Convention Center Capital Improvement Fund for urgent mechanical improvements at the Selena Auditorium and for capital improvements and enhancement to the Convention Center and Selena Auditorium; and amending the FY 2023 Operating & Capital Improvement Budget. Mayor Guajardo referred to Item 21. A Council Member and Assistant Director of Aviation Elsy Borgstedte discussed the following topic: a Council Member's desire to implement xeriscape practices at the American Bank Center. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo close public comment. Council Member Pusley moved to approve the ordinance, seconded by Council Member Suckley. This Ordinance was passed on emergency and approved with 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 Enactment No: 033061 22. 23-0843 Motion authorizing the approval of Change Order No. 3 with Bay Ltd., Corpus Christi, Texas in an amount of$10,000,000.00 for a total amount not to exceed $60,150,000.00 for overlays as part of the Street Preventative Maintenance Program, and consistent with the Council approved Pavement Only approach, located city-wide with work starting upon notice to proceed and funding available through Streets Preventative Maintenance Program, Residential Street Reconstruction Fund, Storm Water, Wastewater, Water and Gas Capital Funds. Mayor Guajardo referred to Item 22. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo close public comment. Council Member Hunter moved to approve the motion, seconded by Council Member Pusley. This Motion was passed and approved with the following vote: City of Corpus Christi Page 9 Printed on 513112023 City Council Meeting Minutes May 23,2023 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 Enactment No: M2023-072 23. 23-0629 Motion awarding a construction contract to Bridges Specialties, Inc., Robstown, Texas, for Storm Water Infrastructure Indefinite Delivery Indefinite Quantity (IDIQ) FY 23-25 program, which includes Bridge Rehabilitation, Channel Ditch Improvements, and Citywide Storm Water Infrastructure Rehabilitation, in an amount not to exceed $6,000,000.00 for one-year term with two renewal options to be administratively authorized for a total amount not to exceed $18,000,000.00, located Citywide, with FY 2023 funding available from Storm Water Capital Fund. Mayor Guajardo referred to Item 23. A Council Member, Assistant Director of Project Management Engineering Services Ratna Pottumuthu, and Assistant Director of Public Works Gabriel Hinojosa discussed the following topic: a request to include a list of projects in future presentations. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Pusley moved to approve the motion, seconded by Council Member Roy. This Motion was passed and approved with 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 Enactment No: M2023-073 24. 23-0714 Resolution awarding a construction contract to Mako Contracting of Corpus Christi, Texas, for reconstruction of Lipes Boulevard from Staples Street to Sunwood Drive with new asphalt pavement, curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings, and utility improvements, located in Council District 5, in an amount of$8,129,921.29 with FY 2023 funding available from the Bond 2020 Proposition A, Storm Water, Wastewater, Water Capital Funds and Gas. Mayor Guajardo referred to Item 24. A Council Member and Assistant Director of Project Management Engineering Services Ratna Pottumuthu discussed the following topic: this project was delayed City of Corpus Christi Page 10 Printed on 513112023 City Council Meeting Minutes May 23,2023 due to the substantial drainage improvement study. Council Member Hernandez moved to approve the resolution, seconded by Council Member Roy. This Resolution was passed and approved with 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 Enactment No: 033062 25. 23-0828 Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of its utility system senior lien revenue improvement and/or refunding bonds in one or more series (as designated by purpose and series) for water, wastewater, and stormwater utility improvements in an amount not to exceed $114,000,000 and refinancings in an amount not to exceed $186,645,000, within set parameters and according to the plan of finance set by the City's financial advisors; making provisions for the payment and security thereof by a first and prior lien on and pledge of the net revenues of the City's utility system on a parity with certain currently outstanding utility system revenue obligations; delegating the authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of each series of bonds; and providing an effective date. Mayor Guajardo referred to Items 25-29. Interim Assistant City Manager Heather Hurlbert presented information on the following topics for Items 25-29: financing capital projects; delegation parameters; steps for issuance; 2023 financing plan; general obligation financing overview per approved budget; and combined utility system financing overview per approved budget. Council Members and Interim Assistant City Manager Hurlbert discussed the following topics: a Council Member does not support the use of Certificates of Obligation for all these projects; ad valorem tax is included in the current tax rate; the City is committed at the point of sale in June and the sale will fund in August; if Certificates of Obligation are not used, the only other option is to use fund balance or cash funding; the 3.5 percent cap applies to maintenance and operation only; and consider exploring a policy for how Certificates of Obligation should be utilized. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Pusley moved to approve Items 25, 26 and 29, seconded by Council City of Corpus Christi Page 11 Printed on 513112023 City Council Meeting Minutes May 23,2023 Member Roy. These Ordinances were passed on first reading and approved with 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 26. 23-0829 Ordinance authorizing the issuance of"City of Corpus Christi, Texas, General Improvement Bonds, Series 2023" for improvements to streets and parks and recreation facilities in an amount not to exceed $35,750,000 within set parameters and according to the plan of finance set by the City's financial advisors; levying a continuing direct annual ad valorem tax for the payment of the bonds; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. See Item 25. 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 27. 23-0831 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A" for improvements to public safety facilities in an amount not to exceed $6,300,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. Council Member Pusley moved to approve Items 27 and 28, seconded by Council Member Suckley. These Ordinances were passed on first reading and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and Council Member Campos Nay: 2- Council Member Hernandez and Council Member Klein Abstained: 0 28. 23-0830 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202313" for parks and recreation and solid waste City of Corpus Christi Page 12 Printed on 513112023 City Council Meeting Minutes May 23,2023 improvements in an amount not to exceed $8,700,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. See Item 27. Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and Council Member Campos Nay: 2- Council Member Hernandez and Council Member Klein Abstained: 0 29. 23-0911 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Limited Tax Notes, Series 2023", for street improvements in an amount not to exceed $3,500,000; levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the notes; enacting other provisions incident and related thereto; and providing an effective date. See Item 25. 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 N. BRIEFINGS: (NONE) EXECUTIVE SESSION: (ITEM 30) Mayor Guajardo referred to Executive Session Item 30. The Council went into Executive Session at 2:02 p.m. The Council returned from Executive Session at 3:50 p.m. 30. 23-0905 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 appointment, evaluation, reassignment, duties, or discipline of Port Commissioner Rajan Ahuja, Port Commissioner Gabe Guerra, and Port Commissioner David Engel, each of whom are appointed to the Board of Commissioners of the Port of Corpus Christi Authority of Nueces County, Texas and Texas Government Code § 551.074 (personnel matters) to deliberate the appointment, evaluation, reassignment, duties, or discipline of a public officer or employee (Port City of Corpus Christi Page 13 Printed on 513112023 City Council Meeting Minutes May 23,2023 Commissioner Rajan Ahuja, Port Commissioner Gabe Guerra, and Port Commissioner David Engel). This E-Session Item was discussed in executive session. P. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 4:40 p.m City of Corpus Christi Page 14 Printed on 513112023 Mariah Resendez From: Jotform <noreply@jotform.com> Sent: Tuesday, May 23, 2023 10:27 AM To: CitySecretary; Norma Duran Subject: [EXTERNAL]Public Input: 05-23-2023 - Christian Cabazos Follow Up Flag: Follow up Flag Status: Completed [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] lx = Iblir_ Cr,rrment F , Input; Form Date of Meeting 05-23-2023 Name Christian Cabazos Address Street Address:457 Dolphin Pl. City: Corpus Christi State/Province:TX Postal/Zip Code: 78411 Topic Port Commissioner Gabe Guerra, Port Commissioner Rajan Ahuja, Port Commissioner David Engle Agenda Item Number 30. Executive Session pursuant to Texas Government code 551.07123-0905 Describe Feedback: Mayor&City Council I am writing to report to you that at the last Port Commission meeting, Executive Director Sean Strawbridge made outlandish accusations regarding private citizens with no connection to the Port of Corpus Christi. A child was mentioned,Virginia Griffin as was her grandmother and accusations against her parents that were very serious. I would link you to the video clip, but last I checked the Port has yet to post it. What is happening here?All aspects of decorum and focus on the port's real job of serving the citizen of Corpus Christi is being lost. Citizens are now watching personal grudges play out on a public 1 stage.That is unacceptable and embarrassing for Corpus Christi. I encourage you to speak to our Corpus Christi Port Commissioners and take swift actions to remove them from the board.They are not respecting our citizens or working toward positive change for Corpus Christi. Provide an email to receive a copy of your christian.cabazos@gmail.com submission. z Mariah Resendez Frorn: Jotform <noreply@jotform.com> Sent: Tuesday, May 23, 2023 9:38 AM To: CitySecretary; Norma Duran Subject: [EXTERNAL]Public Input: 05-23-2023 - Brittni Young [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] lfi.I_jblic Comment & input Form Date of Meeting 05-23-2023 Name Brittni Young Address Street Address: 6018 Williston Drive City: Corpus Christi State/Province:Texas Postal/Zip Code: 78415 Topic Department of Sustainability Agenda Item Number General Describe Feedback: My name is Brittni Young and I am a resident of Corpus Christi living in District 3.Since I've left to university, I've watched the city's leadership continue to sacrifice the health and well-being of this coastal city to benefit the profit margins of the heavy industries. I've returned to Corpus in hopes of starting the next chapter of my adult life; however, the city's repeated actions to place profit over the people makes me wonder if I should invest my future in this city. I believe the creation of a Department of Sustainability or a Sustainability Coordinator would help spur growth in our community by protecting our environment,the health of our citizens and our economic future.The 7 largest cities in the state of Texas all have similar initiatives to protect their communities and most of them aren't even coastal communities! Please support the creation of a Department of Sustainability, or at least a Sustainability Coordinator in the 2024 budget.Thank you for your time! 1 Provide an email to receive a copy of your brittniyoung@duck.com submission. 2 Mariah Resendez From: Jotform <noreply@jotform.com> Sent: Tuesday, May 23, 2023 10:08 AM To: CitySecretary; Norma Duran Subject: Public Input: 05-23-2023 - Sarah Rodriguez [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] Ablic Comment & Input Form Date of Meeting 05-23-2023 Name Sarah Rodriguez Address Street Address: 3535 Street Address Line 2:Santa Fe Unit 41 City: Corpus Christi State/Province:TEXAS Postal/Zip Code: 78411 Topic Port of Corpus Christi Agenda Item Number 30 Describe Feedback: At the last Port of Corpus Christi commission meeting executive Director,Sean Strawbridge endangered the welfare of my 4 year old niece by showing her picture &calling out her name to a live audience. He also included my mother in his statement.This was an attempt to claim my family was at a dinner at the Yacht Club he hosted for 4 people where 39 alcoholic drinks were served that was highly publicized. No member of my family was at this dinner.When my Aunt, Diane Gonzalez asked Chairman Charlie Zahn to stop Sean Strawbridge from targeting our family, he refused. This is a violation of the operating rules of the Port of CC. No member of the Port Commission stood up to defend the operating rules which disallow targeting of family members. My family has been in this community for generations and we are asking for you to publicly reprimand the Port Chairman Charlie Zahn and city appointed Port Commissioner's. I believe Chairman Charlie Zahn should immediately resign. 1 Provide an email to receive a copy of your sdrodriguez6@gmail.com submission. z Mariah Resendez Frorn: Jotform <noreply@jotform.com> Sent: Tuesday, May 23, 2023 10:08 AM To: CitySecretary; Norma Duran Subject: Public Input: 05-23-2023 -Judith Gonzalez-Rodriguez [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] IX iblic Comment & Input Form d - Date of Meeting 05-23-2023 Name Judith Gonzalez-Rodriguez Address Street Address: 333 Santa Monica Place City: Corpus Christi State/Province:TX Postal/Zip Code: 78411 Topic City Appointee's to the Port of Corpus Christi Behavior Agenda Item Number 23-0905 Describe Feedback: Honorable Mayor Guajardo and Councilmembers, In what appeared to be blatant attempt to disparage the reputation of my family, POCCA Executive Director Sean Strawbridge, used a Caller- Times picture of me with my infant granddaughter, and NAMED HER at the 2021 Illuminated Night Boat Parade, He claimed we had been guests at the Yacht Club, under his membership, during which a group of 4 people were served 39 drinks. The implications of this false allegations are extremely concerning and were not only allowed by Rajan Ahuja, David Engel, Gabe Guerra,and Charlie Zahn, but in fact, applauded at the end of Strawbridge's tirade. Repeated requests by my sister, Port Commissioner Diane Gonzalez, for Charlie Zahn, Chairman,to stop Strawbridge, restore decorum, and follow Port protocols,were ignored. I am respectfully requesting the resignation of the all the Corpus Christi appointees and Charlie Zahn 1 along with forbidding them from ever again holding that position of community trust. Provide an email to receive a copy of your jgonza64@aol.com submission. 2 so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 23, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Sony Peronel, Assistant to the City Manager SonyP(a)cctexas.com 361-826-3814 Peter Collins, Chief Information Officer of Information Technology Pete rC(a)cctexas.com (361) 826-3319 Logan Cobbs, Director of Communications Loganc2(a)cctexas.com (361) 826-3319 Josh Chronley, Assistant Director of Contracts and Procurement Josh C2(a)cctexas.com (361) 826-3169 Audio and Video Replacement for City Council Chambers and Media Control Room CAPTION: Ordinance appropriating $858,584.84 from the unreserved fund balance in the PEG Cable Fund; authorizing execution of Amendment #1 to the service agreement with The Personal Computer Store, Inc., dba Avinext to complete the second phase of the audio and video media renovation to the City Council Chambers; and amending the FY 2023 Operating Budget. SUMMARY: This ordinance authorizes the purchase of audio and video electronics, programming, installation, and support from Avinext to replace the audio and video production equipment in the City Council Chambers and media control room. Avinext is contracted with the TIPS Purchasing Cooperative Agreement and is providing a discount of 6.22% from Standard Pricing for total savings of $56,972.87. BACKGROUND AND FINDINGS: The current audio and video equipment in the City Council Chambers and media control room is past end-of-life, which causes degradation of audio and video during meetings in the City Council Chambers, social media streams, live broadcasts and broadcast channel automation. This project includes cameras, computers, video switching system, audio board, live broadcast automation, monitors, speakers, storage, closed captioning, systems backup, and implementation. The equipment will also integrate into the audio and video systems in the sixth floor conference room. PROCUREMENT DETAIL: Information Technology in conjunction with the Procurement division of Finance examined other purchasing options to find the most cost-effective option for the City. Comparative pricing was checked using the open market, Texas A&M Master Agreement and TIPS Cooperative Agreement. The TIPS Cooperative Agreement provides the best value for this project. Source Discount from Standard Pricing Open Market 0% Texas A&M Master Agreement 4.75% TIPS Cooperative Agreement 6.22% This purchase has a 6.22% discount for a total cost savings of $56,972.87. Contracts awarded through the TIPS Cooperative Agreement have been competitively procured in compliance with Texas local and state procurement requirements. ALTERNATIVES: If this item is not passed, the audio and video system in the City Council Chambers will not be replaced, and the audio and video system will be repaired as needed as equipment continues to fail. FISCAL IMPACT: The fiscal impact for Communications in FY 2023 is an amount not to exceed $858,584.84 for the purchase of audio and video hardware and services from The Personal Computer Store, Inc., dba Avinext. This agenda item is needed to appropriate unreserved PEG Cable fund balance dollars to the FY 2023 PEG (Public, Education, and Government) Cable Fund Operating Budget. Funding Detail: Fund: 1031 PEG Cable Organization/Activity: 14676 Cable PEG Access Department: 30 Communications Project # (CIP Only): n/a Account: 550050 Computer Equipment RECOMMENDATION: Staff recommends approval of this ordinance authorizing the purchase of audio and video hardware and services from The Personal Computer Store, Inc., dba Avinext, to upgrade the City Council Chambers' audio and video equipment. LIST OF SUPPORTING DOCUMENTS: Amendment No. 1 Price Sheet Ordinance appropriating $858,584.84 from the unreserved fund balance in the PEG Cable Fund; authorizing execution of Amendment #1 to the service agreement with The Personal Computer Store, Inc., dba Avinext to complete the second phase of the audio and video media renovation to the City Council Chambers; and amending the FY 2023 Operating Budget. Whereas, revenues received from cable franchise fees for use of the City's rights-of-way are for the express support of public, educational, and government (PEG) programming and may only be expended for permissible PEG capital improvements; and Whereas, the City Council finds that the improvements undertaken to renovate the audio and video media facilities, hardware, software, and equipment is a lawful expenditure of PEG funds pursuant to federal and state law. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this expenditure. Section 2. Funds in the amount of$858,584.84 are appropriated from the unreserved fund balance in the PEG Cable Fund No. 1031 for completion of the second phase of media renovations to the City Council Chambers. Additionally, the City Manager, or his designee, is authorized to execute Amendment#1 to Service Agreement #99916 with The Personal Computer Store, Inc., dba Avinext to purchase the necessary equipment and installation services for the second phase of the work. Section 3. The FY 2023 Operating Budget, adopted by Ordinance No. 032855, is amended by increasing expenditures by $858,584.84. 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 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: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 2 of 2 City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Audio and Video Replacement for Council Chambers TIPS Contract 210101 The Personal Computer Store, Inc., dba Avinext College Station, TX Item Description Qty Cost Total 1 Labor for Installation 1 $114,390.00 $114,390.00 2 Parts for Production Room 1 $744,194.84 $744,194.84 Total 1 $858,584.84 VENDOR NAME:AvineMI I Contract Com arisons .1 1... C' ddl'l 1 -1-1 1 x..B.- M"i�'i'B -M. "wim. 390 -1-4 s 1- .1 s -00 $S",.- $ -a $ ...... $ a $ 168 -10007 A.,.A V T-.. s 1500 .% s 9500 $196.... $ 15.. $ i'm... $ 5... $ 144 -10008 A-L-A V T-.. s -00 .% $125... s -00 $..,....L.- $ 125M $ i...... $ 121..' $ 1...... s 160 W s 160 W Biz...... $ a $ i...... $ a $ 1� �L- 8 FE-780 A-i.-A-1-1 s 160 W s 160 W $ a $ S-.. $ l... $ S-.. 36 .. 8. 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Ear s �,. E� sEw.ba s E6.4 $ 232.a $ 36.E $ 3327 VENDOR NAME:AvineM Contract Com ompamon t s is &Sow w s......7 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 GO � O� v Amendment #1 Finance & Procurement NCORPOR PS Etl 1852 Date: May 11 , 2023 Agreement #: 99916 —Audio and Video Replacement for City Council Chambers Contractor: The Personal Computer Store, Inc., dba Avinext Current Amount: $330,755.99 I. Section 2, Term, of the Agreement is amended by extending the ending date of the term (currently, May 12, 2024) for one additional year, continuing through May 12, 2025, in order to continue with the second phase of the City Council Chambers media renovation project. This Amendment #1 is effective as of May 13, 2023, subject to authorization of funding and approval by the City Council. II. Section 3, Compensation and Payment, of the Agreement is amended by increasing the amount $858,584.84; therefore, the total amount of the Agreement is not to exceed $1,189,340.83. III. Attachment A to the Agreement is amended by adding new Attachment A-1, which is attached to this Amendment #1 and its content incorporated by reference as if fully set out here in its entirety. IV. Attachment B to the Agreement is amended by adding new Attachment B-1, which is attached to this Amendment #1 and its content incorporated by reference as if fully set out here in its entirety. V. This Amendment is effective upon the date of final execution by the parties, unless an earlier date is expressly stated within this document. To the extent that the provisions of this Amendment conflict with any provisions of the Agreement and prior amendments, if any, the provisions of this Amendment shall prevail and govern for all purposes and in all respects. DocuSigned by: tm �khWf, 5/15/2023 Josh Chronley Date Contrac or Date Assistant Director, Finance & Procurement Approved as to legal form: Assistant City Attorney Date DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 ATTACHMENT A-1: SCOPE OF WORK Project Name: Audio and Video Replacement for City Council Chambers and Media Control Room-Phase II. Project Address: City of Corpus Christi, City Hall, 1201 Leopard Street, 1st Floor, Corpus Christi, Texas, 78401 Scope of Work Part I: City Council Chambers Audio and Video Replacement The goal of this project is to upgrade the existing council chamber's audio and video (AV) experience. This will give the users a more enjoyable and reliable experience and reduce the maintenance load on staff. COUNCIL CHAMBERS VIDEO A. The Contractor will install a new AV over IP video distribution system which will handle video distribution to the 4 current displays in the Council Chambers. B. The Contractor will replace the council dais displays with 19 Televic uniCOS T/MM 10 conference systems. C. The Contractor will install two 98" displays on the two side walls in the back of the council chambers. D. The Contractor will install two 98" displays above the council dais. E. The Contractor will include they video production system input needed for the current streaming and television setup. AUDIO A. The Contractor will install a new DSP for audio routing to handle all audio routing and tuning. B. The Contractor will remove existing analog mixer boards from the system to allow for a more consistent reliable experience. C. The Contractor will install new ceiling speakers for the council chambers, lobby outside the chambers and the conference rooms. D. The Contractor will configure the system into multiple zones to allow for separate audio in the back of the council chambers when being used for smaller meetings, lobby, offices using OFE speakers, and conference rooms. E. The Contractor will install new amplifiers to power the new speakers at the correct voltage. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 F. The Contractor will tune the system to achieve the best audio possible in the space with an emphasis on voice lift due to the use of the system. G. The Contractor will replace all wired microphones on the dais with wired Televic conference systems tied in with the RTS and voting. H. The Contractor will replace staff table microphones with wired Televic conference systems. I. The Contractor will replace podium microphone with wired Televic Confidea flex microphone. J. The Contractor will add 4 new wireless microphones to the system and the existing 8 OFE wireless boundary mics will be reused with the intent to use them for smaller meetings. K. The Contractor will install 4 outputs for media hookups on the left side of the council chambers and 4 outputs will be installed on the right side near the back of the council chambers. L. The Contractor will install ceiling mics to allow for voice pickup in the majority of the room. Control A. The Contractor will install and configure 1-10" touch panel in the control room, 1-7" panel in the city secretary's desk, and 1-7" touch panel in the wall near the interactive display to run the rear area when the system is being used in the smaller configuration. B. The Contractor will install an RTS system on the dais for each council member which will be tied into the council mics. This will allow for standard RTS functionality as well as remote management of the council mic from the control room in the event it is needed. Part II: Production and Media Control Room Audio and Video Replacement The goal with this project is to build out the AV control room that will handle all of the Audio and Video Mixing, Camera switching and Control, Streaming, Recording, Playback, and storage for the Council Chambers. COUNCIL CHAMBERS CONTROL ROOM The main video switching system will be upgraded using the Newtek Tricaster 2 Elite system with a 2-stripe control panel. This system is capable of 32 inputs at resolutions up to UHD 2160p 59.94. Features include 8 M/E buses, 4 DSK channels, 5 Media Players, 15 Media Buffers, Keyers, 32 total recording channels, 4TB Media Storage, Multiview Output, PTZ Camera Control and much more. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Video System A. (4 total) monitors will be installed to show the multiple video inputs and sources and will include the program/preview source. two monitors will be for the in room PC (Council Chambers) and two monitors will be for the Tricaster (Control Room). B. (2) 55" displays will be wall mounted to extend video during production. C. An NDI feed will be provided to be used with the owner provided ENCAPTION System. D. Playback automation, storage and streaming management will be provided using the Cablecast platform. An 8 Channel video server will manage the playback, VOD and OTT Publishing, including graphic announcements and schedule promotion. E. (6) new NDI 4K PTZ cameras will be installed into the council chambers to provide a better-quality camera feed. From the control room the PTZ camera functions and scenes can be created and selected. F. The Newtek Council Chamber App will be setup to use on a PC for simple switching and PTZ control during a Council Meeting. G. A DVD recorder will be rack-mounted. H. A mobile 5G streaming production field unit (LiveU LU800 Pro) and (LiveU Solo) will be provided for live mobile broadcast. The LU800 pro provides up to 4 SDI inputs and 16 audio channels. These devices support 12G/3G/HD/SD-SDI and HDMI 2.0 camera connections. I. OFE Fiber feed will be converted and used as an input into the system. Audio System A. New digital console speakers and headphones will be provided for mixing of audio sources during a recording/streaming session in the control room. B. A Digital mixing console will be provided for real time audio mixing. The console will include 96 input channels with 24 mono/stereo mix busses, LRC master busses, as well as a Dante connection. C. A IFB system will be provided. A volume knob will be provide for controlling volume. (4) Ear sets will be provided for the end users. D. A enCaption automated closed captioning system will be included with a 3 year subscription E. A tabletop mounted microphone will be provided as a routable audio input into the system. The microphone will include an 18" gooseneck and a push to talk base station. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Emergency backup devices A backup control processor and DSP will be installed to the existing system to act as a failsafe. Having these backup devices will reduce the downtime to minutes instead of days during the occurrence of a failure. Storage A Newtek 120 TB storage device will be installed. This will provide instant access to an expansive library of stored media assets, to enabling essential and extended recording sessions, to supporting hours upon hours of content for archive, on- demand, and post-production, shared remote storage is a principal requirement for modern production workflows. Furniture A custom production furniture system will be provided to house the equipment and provide the worksurface for mixing and video switch. Support All Newtek products will include the ProTek Ultra support. This includes priority hardware repair, remote hardware diagnostic services, 24/7 telephone support, and advanced hardware replacement. Avinext AV Managed Service Offering (Gold) includes: A. 24/7 monitoring of all network-connected AV devices B. Proactive event management and ticket notifications via email C. Appliance for remote monitoring / support D. Firmware updates E. Level 1 and level 2 remote diagnoses F. Virtual pre-flight test calls G. Annual service reports H. Priority service response for MSP clients over non-MSP clients I. Priority service response for MSP client emergencies J. 10% discount on labor for moves, adds, changes (does not include installations or refreshes) This Managed Service Offering is included for the duration of the Warranty Period Avinext will provide 1 Technician for an event of your choosing to assist with setup and operation of the AV system. The goal is to make sure you are comfortable and confident during your first time interfacing with the system. This is not intended to be used as a training event. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 ; Bid/Pricing Schedule vinQuotation e.. . . _ AVSAVVY. NETWORKSMART. 202804-A 04/27/23 The Personal Computer Store,Inc. Sales Re P 1400 University Drive East-College Station,TX 77840 Jonathan Reed Phone 979-846-9727 Fax 979-268-1017 www.Avinext.com 979-595-2798 Ext. reed@avinext.com For � Phones Gabriel Puente (361) 826-3736 City of Corpus Christi 1201 Leopard Street P Terms Via Corpus Christi, TX 78401 ' Date ' United States Will Call STD Net 30 days 5/4/2023 Part Description Qty Price Ext. Price 1 COMTIPS7 TIPS Contract 210101 Technology Solutions, Products and 1 $0.00 $0.00 Services 2 Labor for Installation of Production Room 1 $114,390.00 $114,390.00 3 SER100014 (390)Avinext Project Manager 390 4 SER10007 (168)Avinext A/V Technician 168 5 SER10008 (144)Avinext Lead A/V Technician 144 6 SER100080 (80)Avinext Lead A/V Programmer 80 7 SER10009 (28)Avinext Lead A/V Designer 28 8 SER500860 (36)Avinext AV Managed Services-Gold 36 9 SER500690 Avinext Day 1 Support 1 10 SER10016 Avinext Travel Expenses 1 11 Parts for Installation of Production Room 1 $744,194.84 $744,194.84 12 SHP10010 Freight 1 13 SERMISC Miscellaneous Parts 1 14 HDWMOUNT Mounting Hardware 1 15 CD-MX915H (2) LWC CD-MX915H HOOD PLASTIC FOR MAXBLOX 2 DSUB 16 CD-MX9M (2) LWC CD-MX9M DSUB PLUG DB9M-PHX IN-LINE 2 17 CBL-VI02-600 2 channel configurable 1x1 or 0x2 SD/HD SDI encode/ 1 decode, multi-format server with 1 0T1 of usable RAID5 storage in a 3 RU chassis. Selectable SD or HD SDI with embedded audio. Pulls in RTP, RTMP, RTSP, NDI, SRT and HLS streams. Includes Cablecast Automation, Video and CG server Software. Cablecast CG Player Software is optional. Includes graphics, crawl, bug, bug text on output. 3 year hardware warranty, system commissioning and one year of software assurance included. 18 CBL-STRUPG-20TB Ten TB storage upgrade for Cablecast VIO and VOD 1 servers to increase content storage to 20TB. Must be ordered at time of purchase. 05/02/23 14:22:23 Page 1 / 6 1 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price 19 CBL-VIO4-600 4 channel configurable SD/HD SDI encode/decode, 1 multi-format server with 10TB of usable RAID5 storage in a 3 RU chassis. Redundant power. Selectable SD or HD SDI with embedded audio. Pulls in RTP, RTMP, RTSP, NDI, SRT and HLS streams. Includes Cablecast Automation, Video and CG server Software. Cablecast CG Player Software is optional. Includes graphics, crawl, bug, bug text on output. 3 year hardware warranty, system commissioning and one year of software assurance included. 20 CBL-CGPLAYER-LIC (4) Cablecast CG bulletin board software for installation 4 in Cablecast VIO video servers. All bulletin board features and native integration with the Cablecast schedule for display of"Airs Again On", "Coming up Next" and Cablecast schedule bulletins, updated dynamically throughout the day. 21 CBL-STRUPG-20TB Ten TB storage upgrade for Cablecast VIO and VOD 1 servers to increase content storage to 20TB. Must be ordered at time of purchase. 22 CBL-VIOSTREAM-PR Web-centric 1x1 VOD and Live Streaming Solution 1 O in a 3 RU chassis. Streams H.264 HLS Adaptive bitrate to mobile devices, OTT and desktops. Pulls in and records NDI, RTP, RTMP, RTSP, SRT and HLS streams as well as SDI. Includes Cablecast Automation, scheduling and CG Software. Includes graphics, crawl, bug, and bug text on streaming output. No SDI output. Upgradeable to SDI playout with VIO OMNI Upgrade. Redundant power, 10TB RAID5 Content and 256GB RAID1 OS drives. 3 year hardware warranty and system commissioning included. 23 CBL-STRUPG-20TB Ten TB storage upgrade for Cablecast VIO and VOD 1 servers to increase content storage to 20TB. Must be ordered at time of purchase. 24 CBL-REFLECT-BND Annual Cloud-based reflection service operating in 1 conjunction with both Cablecast Live and Cablecast VOD servers that provide a virtually unlimited number of live and VOD internet video streams while conserving your internal bandwidth. Includes up to 3 streaming channels. If purchasing Cablecast Reflect, the bundled service must be specified for all systems running a Cablecast VOD server. 25 CBL-CABLECAST-AP One time development, administrative and creative 1 P fee to integrate user supplied artwork and logos into ONE branded OTT app for Apple TV, Roku, Amazon Fire, iOS or Android. Typical lead time is three weeks upon delivery of requested assets which include high quality logo's, brand colors, and images to be utilized in the custom design. Customer is also responsible for signing up for developer accounts which may affect delivery dates. Please specify ONE platform: 26 CBL-CABLECAST-AD (2) One time development, administrative and creative 2 D fee to integrate user supplied artwork and logos into additional branded Cablecast OTT apps for Apple TV, Roku or Amazon Fire, iOS or Android. Typical lead time is three weeks upon delivery of requested assets which include high quality logo's, brand colors, and images to be utilized in the custom design. Customer is also responsible for signing up for developer accounts which may affect delivery dates. Please specify the platform. 27 CBL-CAPTIONING-50 Pricing for a 500 hour block of the Cablecast Closed 1 0 Captioning Service. Supports live captioning of meetings and events as well as on-demand captioning 05/02/23 14:22:23 Page 2 / 6 2 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price of video files. Runs on both Cablecast VIO and FLEX video servers, as well as VIO Stream. Users can input custom vocabularies for increased accuracy. 28 CBL-SVC-PH-HRLY (6) One hour of telephone training, installation assistance 6 or service. Train and installation support need to be scheduled 2 weeks in advance 29 LTM1 U (2) Chief LTM1 U Micro-Adjust Tilt Wall Mount Large 2 30 CC-010A (4)The CC-010 is a precision-crafted single-ear listen-only 4 IFB earset designed for inconspicuous listening while on camera 31 DM-NVX-360 (2) Crestron DM-NVX-360 DM NVX®4K60 4:4:4 HDR 2 Network AV Encoder/Decoder 32 CP4N Crestron CP4N 4-Series Control System 1 33 DM-NVX-360 DM NVX®4K60 4:4:4 HDR Network AV Encoder/Decoder 1 34 B07HY5HYJZ Domotz Official Hardware &Network Agent for The Domotz 1 Pro Platform 35 Monitor (4) Generic Monitor 4 36 PC (3) Generic PC 3 37 C2PS (2)JBL C2PS Control 2P Stereo Set. Includes one C2PM 2 powered master, one Passive Extension Speaker, one Power Supply and two Snap-On Angle Pedestals. Both speakers have a 5.25' Low Frequency and .75" Polycarbonate Dome Tweeter, Shielded Magnets, Molded Enclosures. Powered master incorporates 35 watts amplification x 2 channels; two Balanced XLR'/4' and two unbalanced RCA inputs; Stereo Volume Control; Stereo Headphone Jack, HF Contour Control. 38 MTC-2P JBL MTC-2P Wall-Mount Bracket Kit for Control 2P. 1 Includes Two Wall Mounts, Not Recommended For Mobile Applications. 39 100036 (16) LWC 100036 EZ-RJ45 BOOT CAT6 CLEAR 16 40 11108080034 (16) LWC 11108080034 RJ45 PLUG 8P8C CAT6 CLEAR 16 41 22-1P-CMP-EZ-BLK (115) LWC 22-1 P-CMP-EZ-BLK QWI KSTRI P 22/1PAUDI O 115 CMP BLK 42 24-4P-P-L6-EN-BLK (800) LWC 24-4P-P-L6-EN-BLK CAT6 550 23/4P UTP CMP 800 BLACK 43 E-DPM-HDF (3) DisplayPort to HDMI adapter 3 44 LU800pro multi-camera production-level field unit for live news and 1 sports coverage. The LU800 delivers mission-critical transmission for global newsgathering and live productions in native 5G. 45 LU-SOLOPRO Start streaming high-quality 4K HEVC video and audio with 1 the reliability of 5G using the Solo Pro SDI/HDMI 4K Video/Audio Encoder from LiveU 46 64100 US (6) Pro Convert for NDI®to HDMI 6 47 HP Middle Atlantic HP 100PC 10-32 RACK SCREWS W 1 48 Viewpoint Desk Middle Atl anti c:Vi ewpoi nt Desk 1 49 FG-001939-R001 Newtek:2Stripe 1 50 NLP NewTek NLP NewTek LivePanel 1 51 FG-003271-R001 NRS16 I NewTek Remote Storage Powered by SNS 16-bay 1 /30ATB SSD with 4 x 10 GbE) 52 NRS-RC NewTek NRS-RC NRS I Remote Commissioning (US& 1 Canada only) 05/02/23 14:22:23 Page 3 / 6 3 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price 53 PPTZUCC (6) NewTek PPTZUCC NDIJHX Upgrade for Panasonic 6 Cameras(Compatible Cameras: AW-UE70 I AW-HE40 1 AW-HE70 I AW-HE65 I AW-HE38 I AW-HE58 I AW-HE35 1 AW-HE48 I AW-HE130 I AW-UE150 I AG-CX10 I AG-CX98 AG-CX350 I AW-UE65/UE63 I AW-UE155 I AJ-UPX360 1 AJ-CX4000 I AJ-UPX900 I AW-HE42 I AW-HE75 1 AW-HE68 1 HC-X2500) 54 FG-003019-R001 Newtek ProTek High Coverage Plan for TriCaster TC1 1 including priority phone handling and expedited replacements 55 PTHTC2E3RU Newtek ProTek High for TriCaster 2 EliteProTek High for 1 TriCaster 2 Elite including priority phone handling and expedited replacements 56 PTU-000000018 (3) ProTek Ultra for 4 Stripe Control Panel 3 57 PTU-000000048 (3) ProTek Ultra for NRS16 120 TB SSD with 4 x 10 GbE 3 58 PTU-000000001 (3) ProTek Ultra for TriCaster 2 Elite 3 59 RR1 RU Newtek:Rack Rails for 1 RU 1 60 Spark Plus IO 4k (17) Newtek:Spark Plus IO 4k 17 61 TC2E3RU NewTek TC2E3RU TriCaster 2 Elite (3RU Chassis w/ 1 redundant power) 62 AW-UE150WPJ (6)4K/60P INTEGRATED PTZ COLOR WHITE 6 63 GV-PA901 (6) 10GbE Fiber Ethernet Media Converter for 10Gbps 6 Network 10GBASE-T SFP to RJ45 Multigigabit Singlemode/Multi mode Fiber Optic to Copper Network Ethernet to Fiber Bridge 64 M77840-WQ414755 LWC Line out Custom XLR 1 65 SLQUD-510-P QSC SLQUD-510-P Q-SYS Core 510 UCI Deployment 1 Software License, Perpetual. 66 Core 5101 Kit Q-SYS Integrated Core Processor 1 67 1/0-USB Bridge Q-SYS PoE bridging endpoint for AV-to-USB Bridging. 1 Delivers driverless USB 2.0 connection. Includes dual LAN connections. 68 SLDAN-16-P QSC SLDAN-16-P Q-SYS Software-based Dante 16x16 1 Channel License, Perpetual 69 SLDAN-32-P QSC SLDAN-32-P Q-SYS Software-based Dante 32x32 1 Channel License, Perpetual 70 SLDAN-64-P QSC SLDAN-64-P Q-SYS Software-based Dante 64x64 1 Channel License, Perpetual 71 EXO-POD Radial Engineering Exo-Pod Broadcast Splitter with XLR& 1 3.5mm Connections, 1 x 10 72 AV-NH1 (3) Network to Stereo Headphone Amplifier 3 73 QB55R (2) 55" Ultra-high definition digital signage display 2 74 MX418D/C Shure MX418D/C Cardioid-18" Desktop Gooseneck 1 Condenser Microphone, Attached 10"XLR Cable, Logic Functions, Programmable Switch and LED Indicator, Attached Desktop Base 75 MDR-7510 (2) Sony:MDR-7510 2 76 5045044.V Soundcraft 5045044.V ViO/D21 Dante card AES67/96k 1 77 VI 1000 Soundcraft:VI 1000 1 78 CD-RW 900SX Tascam:CD-RW 900SX 1 79 SHP10150 International Freight 1 05/02/23 14:22:23 Page 4 / 6 4 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price 80 CONVNTRM/AB/HSDI Blackmagic Design:Teranex Mini HDMI to SDI 12G 1 81 CONVNTRM/YA/RSH Blackmagic Design Rack mount up to 3 Teranex Mini's side 1 by side with this lightweight, 1 RU shelf that's perfect for road cases or equipment racks. 82 00820 (28) 15FT CAT6 BLACK SNAGLESS SHIELDED PATCH 28 CABLE 83 60-1031-12 Extron 60-1031-12 Four-Port USB Hub-AAP Version- 1 Black 84 70-1065-35 Extron 70-1065-35 With Blank&Cable Pass-through Plates 1 85 70-1066-04 (2) Extron 70-1066-04 Extended Length Cable Retraction 2 System for Cable Cubby® Enclosures- HDMI Male to Male 86 70-1049-80 Extron 70-1049-80 Installation Routing Template for Cable 1 Cubby 500 CCB and Cable Cubby 700 87 60-1893-02 Cable Cubby 700- Black with 2 US AC, 12A Circuit 1 Breaker, 2 outlets under 88 70-678-00 (2) Extron 70-678-00 For Horizontal Mounting Applications 2 89 PHX-106M LWC PHX-106M ADAPTER CBL XLR3M-PHX3M 3C 6" 1 90 BNUC1 1 TNKi70001 Intel NUC 11 Pro Kit Slim NUC11TNKi7 with US Cord 1 91 100036 (4) LWC 100036 EZ-RJ45 BOOT CAT6 CLEAR 4 92 11108080034 (4) LWC 11108080034 RJ45 PLUG 8P8C CAT6 CLEAR 4 93 20SD-BNCM-M-10 LWC 20SD-BNCM-M-10 VIDEO BNC M-M 10' BLK 1 94 22-1P-CMP-EZ-BLK (200) LWC 22-1 P-CMP-EZ-BLK QWI KSTRI P 22/1PAUDI O 200 CMP BLK 95 24-4P-P-L6-EN-BLK (200) LWC 24-4P-P-L6-EN-BLK CAT6 550 23/4P UTP CMP 200 BLACK 96 24-4P-P-L6SH-BLK (800) LWC 24-4P-P-L6SH-BLK CAT6 23/4P F/UTP CMP 800 BLACK 97 DL-AR2804 LWC DL-AR2804 DIGITALINX SECURE ADAPTER RING 1 98 E-USBAB-6 (10) LWC E-USBAB-6 USB 2.0 MOLDED AM-BM 6' BLACK 10 99 RJ45-STP-L6 (16) LWC RJ45-STP-L6 CAT6 F/UTP RJ45 INSTALL KIT 16 100 E131 Middle Atlantic E131 1S FLANGED ECONO BLANK 1 101 PD-215 (2) Middle Atlantic PD-215 2 OUTS,15A,SURGE 2 102 U1V Middle Atlantic U1V 1SP VENTED UTILITY SHELF 1 103 UTP28SP15BL (9) 15FT CAT6 BLK CU PATCHCORD SD DIRECT SHIP 9 INCREMENTAL OF 1 104 UTP28SP7BL (10)7FT CAT6 BLK CU PATCHCORD SD DIRECT SHIP 10 INCREMENTAL OF 1 105 99.06.0007 (10)4 Hour support block for phone an/or remote pc control 10 support. Can be used as needed in 1-hour increments, valid for 3 years 106 71.98.1150 CoCon Meeting Suite software-Combined discussion, 1 voting, signage 107 71.98.1114 Web Based Management Software to easily and quickly 1 configure the content of Plixus Nameplates, even while meeting is in progress 108 71.98.0131 (2)All-in-one tabletop conference unit with an integrated 2 5.2"touch screen with fingerprint coating 109 71.98.1401 (2) License to activate voting functionality on Confidea 2 FLEX units 110 71.98.0340 4 05/02/23 14:22:23 Page 5 / 6 5 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price (4) Power supply for D-Cerno CU 111 71.98.0054 (25) GSM immune gooseneck mic(40 cm)with screwlock. 25 Bi-color LED ring. Windscreen included. For use with Televic conferencing units 112 99.06.0003 On Site Training &Commissioning 1 113 99.06.0003-1 On Site Training &Commissioning Day 2 1 114 71.98.2900 19" rack mountable device that provides audio processing 1 and signal handling required for the Plixus network. 115 71.98.2911 (4) Plixus Network Extender 4 116 71.98.2050 (18) Plixus Single Sided Nameplate(Plixus NP-1) 18 117 71.98.2003 (26) uniCOS T/MM10 Touch screen tabletop station 26 118 P136-06N-H2V2LB (3)Tripp Lite P136-06N-H2V2LB DISPLAYPORT 1.2 TO 3 HDMI ACTIVE CONVERTER M/F LATCHING 4KX2K 119 SUPER713 (9)Tripp Lite SUPER713 SURGE PROTECTOR POWER g STRIP 120V 7 OUTLET 7FEET CORD 2160 JOULES BLACK 120 WARO3 3 Year On-Site Warranty 1 SubTotal $858,584.84 Sales Tax $0.00 Shipping $0.00 Total $858,584.84 QUOTES ARE VALID FOR 30 DAYS FROM THE DATE SHOWN ABOVE. PRICES SUBJECT TO CHANGE- PRICES BASED UPON TOTAL PURCHASE-ALL SERVICES TO BE BILLED AT PUBLISHED RATES 05/02/23 14:22:23 Page 6 / 6 6 of 6 p'� ,.�, N6OOPORRy E 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Procurement Heatherh3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Utility System Revenue Improvement Bonds CAPTION: Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of its utility system senior lien revenue improvement and/or refunding bonds in one or more series (as designated by purpose and series) for water, wastewater, and stormwater utility improvements in an amount not to exceed $114,000,000 and refinancings in an amount not to exceed $186,645,000, within set parameters and according to the plan of finance set by the City's financial advisors; making provisions for the payment and security thereof by a first and prior lien on and pledge of the net revenues of the City's utility system on a parity with certain currently outstanding utility system revenue obligations; delegating the authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of each series of bonds; and providing an effective date. SUMMARY: The City intends to issue $114,000,000 of Utility System Junior Lien Revenue Improvement Bonds to fund the Capital Improvement Program for utilities. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. In addition, the City may issue up to $186,645,000 for current refundings and tender transactions for savings. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $300,645,000. 2) The true interest rate shall not exceed 5.25% per year. 3) Maximum maturity of July 15, 2053. 4) Minimum net savings on the refunding or tender transactions of $205,000 or 2.5%. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. On January 25, 2022, the City Council approved a reimbursement resolution to award contracts for the utility projects Capital Improvement Plan (CIP) prior to the issuance of bonds. This agenda item will allow for the issuance of Utility System Revenue Bonds to reimburse the City funds used for these projects. The City intends to issue bonds in an amount not to exceed $114,000,000 to fund Water, Wastewater, Stormwater, and Gas projects included in the Capital Improvement plan. Debt for revenue bonds is issued if actual expenditures or encumbrances have been incurred. The breakdown for the new money issuance is as follows: Water $40,000,000 Wastewater $45,000,000 Stormwater $25,000,000 Gas $4,000,000 TOTAL $114,000,000 In addition to the project funding, the City may issue bonds in an amount not to exceed $186,645,000 for up to $8,700,000 in current refundings and $178,445,000 for the tendering of outstanding bonds. Both the current refundings and the tendering transactions will be for savings, and the City will only move forward with these transactions if the savings achieved exceed a minimum savings of $205,000 or 2.5%. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $114,000,000 in bond proceeds for use on utility system improvements approved in the CIP budget and possibly refund or tender bonds totaling $186,645,000 for savings. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES) FOR WATER, WASTEWATER, AND STORMWATER UTILITY IMPROVEMENTS IN AN AMOUNT NOT TO EXCEED $114,000,000 AND REFINANCINGS IN AN AMOUNT NOT TO EXCEED $186,645,000, WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A FIRST AND PRIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE,AND DELIVERY OF ONE OR MORE SERIES OF BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR AGREEMENTS, ONE OR MORE ESCROW AGREEMENTS, AND ONE OR MORE PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Parity Obligations) secured by a first and prior lien on and pledge of the Net Revenues (hereinafter defined) of the City's combined utility systems (as further described and defined herein, the System); and WHEREAS,in the City ordinances authorizing the issuance of the Previously Issued Parity Obligations, the City reserved the right to issue revenue bonds on a parity with the Previously Issued Parity Obligations (hereinafter defined)from time to time outstanding; and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior to the lien thereon and pledge thereof securing the Previously Issued Parity Obligations (the Previously Issued Subordinate Lien Obligations); and 133883231.6 WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Previously Issued Parity Obligations, which has become its primary lien for issuing System debt, that it will no longer issue"Priority Bonds"which were previously secured by a first and prior lien on and pledge of the Net Revenues of the System; and WHEREAS, on the date hereof, no Priority Bonds remain outstanding and all System revenue obligations previously subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues have been elevated in kind and as hereinbefore stated, and all Previously Issued Parity Obligations hereinbefore issued with a "Junior Lien" designation are secured by a first and prior lien on and pledge of the Net Revenues and the Bonds (defined herein) and any Additional Senior Lien Obligations (defined herein) shall be secured by a first and prior lien on and pledge of the Net Revenues on parity with the Previously Issued Parity Obligations; and WHEREAS, the City Council has determined that the Bonds and any additional bonds issued on parity with the Previously Issued Parity Obligations bear the designation"Senior Lien" to evidence the first and prior lien on and pledge of the Net Revenues is the primary lien for issuing System debt; and WHEREAS, the City Council does not intend to issue System debt bearing the "Junior Lien" designation while any Previously Issued Parity Obligations bearing the "Junior Lien" designation remain Outstanding; and WHEREAS, the City Council has determined that a new series of Senior Lien Obligations payable from and equally and ratably secured solely by a first and prior lien and pledge of the Net Revenues of the System on parity with the lien on and pledge of the Net Revenues securing the Previously Issued Parity Obligations should be issued for the purpose of designing, planning, building, improving, extending, enlarging, and repairing the System; and WHEREAS, pursuant to the provisions of Chapter 1371, as amended, Texas Government Code (Chapter 1371) and Chapter 1502, as amended, Texas Government Code (Chapter 1502), and the City's Home Rule Charter, the City Council is authorized to issue revenue bonds; and WHEREAS, there are currently outstanding obligations in the aggregate principal amount of at least$[ ],being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (Chapter 1207), the City Council is authorized to issue revenue and refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations or directly with any place of payment for the Refunded Obligations, or other authorized depository, and such deposit, when made in accordance with Chapter 1207, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue and refunding bonds be deposited directly with any designated escrow agent for the 133883231.6 -2- Refunded Obligations, or directly with any place of payment for the Refunded Obligations, or other authorized depository, that is not the depository bank of the City; and WHEREAS, The Bank of New York Mellon Trust Company,N.A.,Dallas, Texas currently serves as the paying agent for the Refunded Obligations disclosed on Schedule I hereto; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined); and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, which is not a depository bank of the City, is appointed and will serve as the Escrow Agent(hereinafter defined)for the refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the Bonds herein authorized and such refunding will result in a net present value saving of approximately $[ ] ([ ]%), which is more than [ %, and a gross savings of $[ ], taking into account the City's cash contribution of $[ ]; and WHEREAS, the City Council hereby finds and determines that, pursuant to applicable Texas law,the delegation to a Pricing Officer with the authority to execute an Approval Certificate (a form of which is attached hereto as Schedule 11) to approve the final terms of each series of Bonds as set forth in respective Approval Certificate is in the best interest of the City; and WHEREAS, the revenue and refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance(hereinafter defined),for the purposes set forth in this Ordinance; and now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Authorization - Designation - Principal Amount - Purpose. Revenue improvement and refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of[ ]AND NO/100 DOLLARS to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2023 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to 133883231.6 -3- the authority conferred by and in conformity with the laws of the State of Texas, including, particularly, Chapter 1207, Chapter 1371, and Chapter 1502 (collectively, the Act). As authorized by the Act, the Pricing Officer is hereby authorized, appointed, and designated as the officer of the City authorized to individually act on behalf of the City in selling and delivering one or more series of revenue improvement and/or refunding bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for each series of revenue improvement and/or refunding bonds: A. whether such series of bonds shall be issued as revenue improvement, refunding, or revenue improvement and refunding bonds, and if refunding or revenue improvement and refunding bonds, the identification and selection from the Refunding Candidates and Target Bond Candidates (defined herein) of those City obligations to be included as the Refunded Obligations refunded with the proceeds of such series of bonds or purchased for cancellation in accordance with the Invitation (defined herein) and the method for determining the purchase price for each maturity of the Refunded Obligations subject to the Tender Offer(defined herein), designation of an information agent and tender agent related to and the principal amount and purchase price of the Refunded Obligations to be tendered pursuant to the Tender Offer and accepted for purchase and cancellation, overseeing the preparation and distribution of the Invitation with respect to the Refunded Obligations, overseeing the preparation and execution of a dealer manager agreement and an agreement with the information agent and tender agent relating to the Invitation and the Tender Offer; B. the style of each series of bonds, which style indicates (with respect to each series of bonds) the use of proceeds thereof, calendar year of issuance, and (if necessary or desired) a 133883231.6 -4- letter or other sequential identification indicating that multiple series of bonds of the same or similar type have been or will be issued hereunder during a particular calendar year; C. the aggregate principal amount of each series of bonds, as well as the principal amount of each stated maturity within a series of bonds; D. the rate of interest to be borne on the principal amount of each stated maturity within a series of bonds and the interest payment dates for such series of bonds; E. the Dated Date for each series of bonds; F. whether such series of bonds is sold pursuant to a competitive or negotiated sale based upon the advice of the City's financial advisor; G. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to each series of bonds; H. whether or not to issue such series of bonds on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of such series of bonds; I. the pricing of each series of bonds, including use of premium, discount, underwriters' compensation, and costs of issuance; J. the selection of the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Pricing Officer chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Pricing Officer shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit H(which form is hereby approved)in connection with such purchase; K. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the applicable series of bonds, to consist of one (1) or more financial institutions included in the City's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval, replacement, and establishment (if any) shall supersede prior action or actions of the City Council concerning the same. The Bonds shall be issued within the following parameters: A. the principal amount of the Bonds issued hereunder shall not exceed $300,645,000, being the sum of"new money" Bonds in the principal amount not to exceed $114,000,000, and "refunding"Bonds(determined as the amount of principal of such Bonds allocated to the refunding of the Refunded Obligations)in the principal amount not to exceed$8,200,000, and a tender in the principal amount not to exceed $178,445,000; 133883231.6 -5- B. the maximum maturity of any series of Bonds shall not occur later than July 15, 2053; C. the refunding of the Refunded Obligations by the Bonds shall produce net present value savings, determined on a comparative basis to the prior debt service on Refunded Obligations then being refunded by the Bonds, of at least 2.5%, taking into account any City contribution; and D. the true interest cost on each series of Bonds shall not exceed a rate greater than 5.25% per annum; E. the final series of Bonds hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring thereafter, as determined by the Pricing Officer). The Pricing Officer, acting for and on behalf of the City, is authorized, with respect to a series of bonds,to complete and execute an Approval Certificate,in substantially the form attached hereto as Schedule II. The execution of the Approval Certificate shall evidence the sale date of each series of Bonds by the City to the initial purchasers thereof in accordance with the provisions of Chapter 1207 and Chapter 1371 and as set forth in Schedule 11. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of a series of Bonds pursuant to the delegated authority granted hereunder and to reflect such final terms for such series of Bonds, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Bonds then being issued, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, (C) if applicable, completion of Schedule I with those Refunding Candidates and Target Bond Candidates selected as Refunded Obligations to be refunded with the proceeds a particular series of Bonds issued as refunding bonds or refunding and revenue improvement bonds, and (D) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, the Pricing Officer is authorized to execute, as the act and deed of the City and on behalf of the City Council, any and all contracts, agreements, letters, and certificates, relative to any series of Bonds that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Bonds hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated [ ] [ ], 2023 (the Dated Date); shall be in denominations of$5,000 or any integral multiple thereof, shall be lettered"R-" and numbered consecutively from One(1)upward; and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on , 2023), or the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for,to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: 133883231.6 -6- Stated Maturities Jul 15 Principal Amounts ($) Interest Rates N The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above, computed on the basis of a 360-day year of twelve 30-day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2024, while the Bonds are Outstanding. SECTION 3. Payment of Bonds - Interest Payments - Paying A eg nt/Re 's trar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder(hereinafter defined) of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the 133883231.6 -7- Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register(the Holder or Holders)maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and(ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i)by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or(ii)by such other method, acceptable to the Paying Agent/Registrar,requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the 133883231.6 -8- 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 July 15, 20 and July 15, 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 July 15 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on July 15, 20 July 15, 20 Principal Principal Year Amount($) Year Amount M *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 July 15, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 20 , or any date thereafter, as a whole or in part, in principal amounts of$5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right, or of the requirement, as applicable, to redeem Bonds, the principal amount of each Stated 133883231.6 -9- Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed,the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication,journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street dournal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall(i) specify the date of redemption for the Bonds, (ii)identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i)to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or(ii)to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5. Execution-Registration. The Bonds shall be executed on behalf of the City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary, or designee. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing 133883231.6 -10- the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Holder of a Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature for the Initial Bond only, or a certificate of registration substantially in the form provided in Section 8D for Bonds other than the Initial Bond, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence,that such Bond has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof,the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. 133883231.6 -1 1- Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully-registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or(ii) as one (1)fully-registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification(including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements(including any reproduction of an opinion of Bond Counsel(hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 133883231.6 -12- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2023 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: , 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas(the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Closing Date(anticipated to occur on 2023)or from the most recent Interest Payment Date(hereinafter defined)to which interest has been paid or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2024. Principal and premium,if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond(or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of$[ ] (the Bonds) pursuant to an ordinance adopted by the governing body of the City 133883231.6 -13- (the Ordinance), for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance related thereto, all in conformity with the laws of the State of Texas, particularly the City's Home Rule Charter and the Act, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds stated to mature on July 15, 20 and July 15, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part,by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on July 15, 20 July 15, 20 Principal Principal Year Amount($) 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. The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on July 15, 20 or on any date, 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, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to 133883231.6 -14- be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. 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 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 Ordinance 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 duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar,interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45)days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the City, issued as Senior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Senior Lien Pledged Revenues, being (primarily) a first and prior lien on and pledge of the Net Revenues derived from the operation of the City's combined utility systems (as further described in the Ordinance, the System), that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge,lien, or encumbrance upon any property of the City or System, except with respect to the Senior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Senior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under 133883231.6 -15- which the City may issue Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations,bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail,first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Senior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank] 133883231.6 -16- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) [The remainder of this page intentionally left blank.] 133883231.6 -17- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § 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: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., DALLAS, TEXAS, as Paying Agent/Registrar By: Authorized Signature * Note to Printer: to appear on printed Bonds 133883231.6 -18- 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.] 133883231.6 -19- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (2) the first two paragraphs shall read as follows: The City of Corpus Christi, Texas(the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of 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 Closing Date (anticipated to occur on , 2023), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2024. Principal of this Bond shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. [END OF FORMS] 133883231.6 -20- G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the bond insurer, to appear under the following header: [BOND INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 32 and 46 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Senior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Senior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of any Subordinate Lien Obligations and any Inferior Lien Obligations now Outstanding or hereafter issued by the City, and(ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues (including the Previously Issued Parity Obligations), as determined by the City Council in accordance with applicable law. C. The term Additional Subordinate Lien Obligations shall mean(i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is included in Senior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by 133883231.6 -21- such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. D. The term Approval Certificate shall mean a written instrument from time to time executed by the Authorized Official in accordance with Section 1 of this Ordinance. E. The term Authorized Official shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Finance and Procurement, City Secretary, and City Attorney of the City. F. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of(1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Senior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Senior Lien Obligations to which it relates. G. The term Bonds shall mean the $[� ] "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2023", dated [ ] [ ], 2023, authorized by this Ordinance. H. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. I. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. J. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. K. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. L. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. M. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements,interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, 133883231.6 -22- security, or payment of any obligation authorized by Chapter 1371, as amended, Texas Government Code, and which includes any Credit Facility. N. The term CreditFacility shall mean(i)a policy of insurance or a surety bond,issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or(ii) a letter or line of credit issued by any financial institution. O. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. P. The term Dealer Manager shall mean [ ]. Q. The term Debt shall mean (1) all indebtedness payable from Net Revenues and/or Senior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Senior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Senior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Senior Lien Pledged Revenues and/or Net Revenues (except indebtedness not treated as Debt hereunder)for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly,in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (i) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (ii) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. R. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; 133883231.6 -23- assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12-month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the"Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer(or its successor)at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non—permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations,Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. S. The term Depository shall mean an official depository bank of the City. T. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. U. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. V. The term Government Securities shall mean: (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, or (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. When the Previously Issued Parity Obligations issued on or before August 25, 2016, are no longer Outstanding, the term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable 133883231.6 -24- obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. W. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System,including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subj ect to payment to the United States of America as rebate pursuant to section 148 of the Code. X. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. Y. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is included in Senior Lien Pledged Revenues, that is or will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then- Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. Z. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing January 15, 2024, while any of the Bonds remain Outstanding. AA. The term Invitation shall have the meaning given such term in Section 53 of this Ordinances. BB. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. CC. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto and, to the extent permitted by a change in law(and receipt of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, 133883231.6 -25- depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. DD. The term Ordinance shall mean this Ordinance adopted by the City Council on June 13, 2023 authorizing the issuance of the Bonds. EE. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 34 of this Ordinance; and (3) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed,lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. FF. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein-permitted successors and assigns. GG. The term Previously Issued Parity Obligations shall mean, as of the Closing Date the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Senior Lien Pledged Revenues which includes a first and prior lien on and pledge of Net Revenues of the System that is superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$69,085,000; (2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$155,660,000; (3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of$97,930,000; (4) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015", dated July 1, 2015, in the original principal amount of $46,990,000; 133883231.6 -26- (5) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015A", dated March 1, 2015,in the original principal amount of$93,600,000; (6) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015C", dated July 1, 2015, in the original principal amount of$101,385,000; (7) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2016", dated August 1, 2016, in the original principal amount of $80,415,000; (8) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017", dated March 15, 2017, in the original principal amount of $51,215,000; (9) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017", dated October 1, 2017,in the original principal amount of$2,750,000; (10) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Improvement Refunding Bonds, Series 2019", dated September 15, 2019, in the original principal amount of$93,425,000; (11) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2020A", dated July 15, 2020, in the original principal amount of$133,765,000; (12) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Taxable Series 202013", dated July 15, 2020, in the original principal amount of$183,635,000; (13) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, New Series 2020C", dated November 1, 2020, in the original principal amount of$11,425,000; (14) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Notes, Taxable New Series 2021A", dated April 1, 2021, in the original principal amount of $35,000,000; (15) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2022A", dated June 15, 2022, in the original principal amount of$3,561,000; (16) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 202213", dated July 15, 2022, in the original principal amount of$92,465,000; and 133883231.6 -27- (17) Upon issuance, the Bonds [and the Series 2023A Bonds / Series 2023B Bonds]. HH. The term Previously Issued Subordinate Lien Obligations shall mean the "City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018", dated February 15, 2018, in the original principal amount of$34,835,000. II. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or Director of Finance and Procurement,respectively, of the City(which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). JJ. The term Prudent Utility Practice shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices,methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term "Prudent Utility Practice", as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. KK. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. LL. The term Refunding Candidates shall mean the following obligations of the City from which certain of the Refunded Obligations are selected by the Pricing Officer: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of$97,930,000, and stated to mature on July 15 in each of the years 2024 through 2026, in the aggregate principal amount of$ to be redeemed on [ ] [ ] 2023. MM. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. NN. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. 00. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. PP. The term Senior Lien Obligations shall mean (i) the Previously Issued Parity Obligations, (ii) any Additional Senior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien 133883231.6 -28- on and pledge of the Senior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. QQ. The term Senior Lien Pledged Revenues shall mean (i) the Net Revenues plus (ii) any additional revenues, income, receipts, or other resources including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion, any Additional Senior Lien Obligations, and excluding those revenues excluded from Gross Revenues. RR. [The term [Series 2023A Bonds / Series 2023E Bonds] shall mean the ["City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement Bonds, Series 2023A" / "City of Corpus Christi, Texas Utility System Senior Lien Revenue Refunding Bonds, Series 202313"], to be issued concurrently with the issuance of the Bonds.] SS. The term Special Project shall mean, to the extent permitted by law, any water, sewer,wastewater reuse, or municipal drainage system property,improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (hereinafter defined)being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Senior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Senior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. TT. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. UU. The term Subordinate Lien Obligations shall mean (i) the Previously Issued Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof that is included in Senior Lien Pledged Revenues but superior to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the City Council in accordance with any applicable law. VV. The term System shall mean and include, whether now existing or hereinafter added, the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto including, to the extent permitted by law(and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter 133883231.6 -29- authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Senior Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. WW. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. XX. The term Target Bond Candidates shall mean the following obligations of the City from which certain of the Refunded Obligations are selected by the Pricing Officer: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Taxable Series 202013", dated July 15, 2020, in the original principal amount of$183,635,000, and stated to mature on July 15 in each of the years 2024 through 2035, July 15, 2040, and July 15, 2043, in the aggregate principal amount of$ to be redeemed on [ ] [ ], 2023. YY. The term Tender Offer shall have the meaning given such term in Section 53 of this Ordinance. SECTION 10. Pledge of Senior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Senior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Senior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby ordained that the Senior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Senior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Senior Lien Pledged Revenues for the payment and security of the Senior Lien Obligations, shall be, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Senior Lien Obligations are and will be secured by and payable only from the Senior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Senior Lien Pledged Revenues granted by the City under subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Senior Lien Obligations are Outstanding and unpaid such that the pledge of the Senior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business&Commerce Code,then in order to preserve to the registered owners of the Senior Lien Obligations the perfection of the security interest in this pledge,the City Council 133883231.6 -30- agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11. Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Senior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Senior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Senior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a first and prior lien on and pledge of the Net Revenues, including the Senior Lien Pledged Revenues, that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations; C. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Senior Lien Obligations, and the Subordinate Lien Obligations; and E. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. 133883231.6 -31- SECTION 12. System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund)and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Parity Obligations, the Bonds, and any Additional Senior Lien Obligations hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of any Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose. SECTION 13. Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Senior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the"City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement and Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Senior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Senior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Senior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Senior Lien Obligations shall continue to be made as hereinabove 133883231.6 -32- provided until such time as (i)the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Senior Lien Obligations (principal and interest) or(ii) the Senior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Senior Lien Pledged Revenues. SECTION 14. Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100%of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Senior Lien Obligations)for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Senior Lien Revenue Improvement and Refunding Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Senior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the City (including interest)to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Senior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve 133883231.6 -33- Amount is $[ ] (inclusive of the Bonds and the [Series 2023A Bonds/ Series 2023B Bonds]). Of this amount, $[ ], representing the increase in the Required Reserve Amount attributable to the issuance of the Bonds and the [Series 2023A Bonds / Series 2023B Bonds], shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12,by the deposit of monthly installments,made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Senior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Senior Lien Obligations or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Senior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Senior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount(other than as the result of the issuance of Additional Senior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Senior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subj ect only to the prior payments to be made to the Bond Fund, the Senior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the issuance of Additional Senior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund 133883231.6 -34- or funds established for the payment of or security for the Bonds(including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 1207, as amended, Texas Government Code), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Senior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Senior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100%in any Fiscal Year,in which case the hereinafter—specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of(i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Senior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15. Deficiencies - Excess Senior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Senior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Senior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the Senior Lien Obligations, the Subordinate Lien Obligations and any Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose(as further provided in Section 12 hereof). SECTION 16. Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17. Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code (collateralized pursuant to the Public Funds Collateral Act, as amended, Chapter 2257, Texas Government Code), or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States 133883231.6 -35- of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association,Farmers Home Administration,Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18. Covenants. It is expressly recognized that prior to the issuance of any Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, or Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances. A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Senior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City's Legal Authority. Itis a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1)It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements,in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and(2)it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its 133883231.6 -36- best efforts to cause to be made, all necessary and proper repairs,replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Senior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Senior Lien Pledged Revenues to the payment of the Senior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges,if any,which shall be lawfully imposed upon it, or the System;it will pay all lawful claims for rents,royalties,labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however,that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Senior Lien Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System in any manner, except as permitted in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Senior Lien Obligations). H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if(A) it shall determine such property or facilities are not useful in the operation of the System, or(B)the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating,in their opinion,that the fair market value of the property or facilities exchanged is $250,000 or less, or(C)if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or 133883231.6 -37- exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right(A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of$500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract,license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor,the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. 133883231.6 -38- (2) In lieu of obtaining policies for insurance as provided above, the City may self-insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises,permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises,permits, authorization and other requirements applicable to or necessary with respect to the acquisition,construction, equipment, operation and maintenance of the System. M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 19. Issuance of Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Senior Lien Obligations, secured by and payable from the Senior Lien Pledged Revenues,which includes(primarily)a first and prior lien on and pledge of Net Revenues that is senior and superior to the lien there on and pledge thereof securing the repayment of the 133883231.6 -39- Subordinate Lien Obligations and any Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager(or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating(i)that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii)that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Senior Lien Obligations,but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Senior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Senior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Senior Lien Obligations will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) of this Section and Section 20 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (hereinafter defined)for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Senior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Senior Lien Obligations after giving effect to the Additional Senior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Senior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Senior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Senior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Senior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2)if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Senior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements 133883231.6 -40- for all then-Outstanding Senior Lien Obligations (other than Senior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Senior Lien Obligations proposed to be issued) after giving effect to the Additional Senior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Senior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Senior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from an Engineer a comprehensive engineering report for each Capital Addition to be financed, which report shall (A)contain(1)detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and(B) conclude that(1)the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2)the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Senior Lien Obligations or incurred and all Additional Senior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Senior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Senior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (i)the City makes a forecast (the Forecast) of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding after the issuance of the Additional Senior Lien Obligations then being issued for the period (the Forecast Period) of each 133883231.6 41- ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations,payable from the Senior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Senior Lien Obligations then being issued for the Forecast Period and (B)the proceeds from the sale of such Additional Senior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Senior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's Director of Finance and Procurement(or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Senior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Senior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i)above, an Engineer may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Senior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Senior Lien Obligations for Capital Additions may be combined in a single issue with Senior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the City Manager's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager's certificate or opinion. 133883231.6 -42- B. The City may issue Additional Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Senior Lien Obligations and that is included in the Senior Lien Pledged Revenues, respectively, and senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in this Ordinance, and the Previously Issued Subordinate Lien Obligations. C. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Senior Lien Obligations and Subordinate Lien Obligations and that is included in the Senior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of this Ordinance. SECTION 20. Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Senior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 21. Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i)the plan for developing the Special Project is consistent with sound planning, (ii)the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv)the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22. Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. SECTION 23. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other 133883231.6 -43- officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. SECTION 24. Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26. Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds. If(i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction,loss, or theft of any Bond, and(ii)there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then,in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser,the City shall execute and,upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount,bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. 133883231.6 -44- Upon the issuance of any new Bond or payment in lieu thereof,under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28. Sale of Bonds — Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to [ , ], as the authorized representative of a group of underwriters (the Purchasers, and having all the rights,benefits, and obligations of a Holder)in accordance with the provisions of a Purchase Contract dated [ [ ], 2023 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bond shall be registered in the name of[ ]. The Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Official), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated [ ] [ ], 2023, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Bonds shall be applied as follows: 133883231.6 -45- A. The Issuer received a [net] reoffering premium from the sale of the Bonds of $ , of which $ is attributable to the new money portion of the Bonds (the New Money Premium) and $ is attributable to the refunding portion of the Bonds (the Refunding Premium). (1) The New Money Premium is hereby allocated by the Issuer in the following manner: (i) $ shall be used to pay costs of issuance; (ii) $ shall be used to pay the Purchasers' discount; and (iii) $ shall be deposited into the special construction account or accounts as described in subsection B below; and (2) The Refunding Premium is hereby allocated by the Issuer in the following manner: (i) $ shall be used to pay costs of issuance; (ii) $ shall be used to pay the Purchasers' discount; (iii) $ shall be deposited into the Purchase Fund as described in Section 29 below; and (iv) $ shall be deposited into the Escrow Fund as described in Section 30 below. B. $ (representing$_, .00 of principal and$ of the [net]reoffering premium as described in subsection A above) shall be deposited into the special construction account or accounts created for the projects to be constructed with the Bond proceeds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 13. C. $ (representing$_, .00 of principal and$ of the [net]reoffering premium as described in subsection A above)(together with an Issuer contribution of$ ) shall be deposited with the paying agent/registrar for the Target Bond Obligations for the payment and redemption or purchase and cancellation of the Target Bond Obligations, and $ (representing $_, .00 of principal and $ of the [net] reoffering premium as described in subsection A above)(together with an Issuer contribution of$ ) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement(hereinafter defined), as the case may be,in such amounts as provided in the applicable Approval Certificate. The proceeds of sale of the Bonds not so deposited with the paying agent/registrar for the Refunded Obligations shall be deposited into the construction account for the new money portion of the Bonds, shall be disbursed for payment of costs of issuance, or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from an Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution with the paying agent/registrar for the Refunded Obligations, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. This construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 13. 133883231.6 -46- Additionally, the Pricing Officer shall determine the amount, if any, of any City contribution to the refunding or purchase for cancellation of the Refunded Obligations through the Tender Offer from moneys on deposit in the interest and sinking fund(s) maintained for the payment of the Refunded Obligations, as provided in the applicable Pricing Certificate. SECTION 29. Purchase of Refunded Obligations. If the City undertakes the Tender Offer for all or a portion of the Target Bond Obligations, on or prior to the date of the initial delivery of the Bonds, the paying agent for the Target Bond Obligations shall establish and maintain the "CITY OF CORPUS CHRISTI, TEXAS SERIES 2023B REFUNDING BOND PURCHASE FUND" (referred to herein as the Purchase Fund, and deposit therein the amount for the purchase for cancellation of the Target Bond Obligations in accordance with the Invitation. Specifically, each holder of the Purchased Bonds will deliver or cause to be delivered its Target Bond Obligations to the City's DTC ATOP Account as described in the Invitation. The paying agent for the Target Bond Obligations, on behalf of the City, will complete the purchase by paying the purchase price for the Target Bond Obligations from the Purchase Fund according to the instructions from the City or its financial advisor. The City hereby directs the paying agent for the Target Bond Obligations, after such payments have been made by the paying agent for the Target Bond Obligations, on behalf of the City, to cancel the Target Bond Obligations so purchased. Immediately after such Target Bond Obligations have been cancelled, or at such time as no funds remain in the Purchase Fund, the paying agent for the Target Bond Obligations may close and terminate the Purchase Fund. SECTION 30. Escrow Deposit Letter - Approval and Execution. The Escrow Deposit Letter dated as of June 13, 2023 (the Agreement) by and between the City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Order 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 City, is hereby authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, the Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities,if any,referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the"CITY OF CORPUS CHRISTI, TEXAS SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2023 ESCROW FUND" (the Escrow Fund, including the execution of the subscription forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 31. 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 and accrued interest to their respective date of redemption. The City shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are 133883231.6 -47- called for redemption on the redemption dates set forth on Schedule I attached hereto, 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 each series of the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent/registrar for the Refunded Obligations 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 City ordinance authorizing the issuance of the respective series of Refunded Obligations. SECTION 32. Covenants to Maintain Tax Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds means the yield on the Bonds, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with 133883231.6 -48- Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government,unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder,the City shall not use Gross Proceeds of the Bonds(including property financed with Gross Proceeds of the Refunded Obligations),to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or(3)indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the 133883231.6 -49- Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i)in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent(100%)of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f)of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error 133883231.6 -50- is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) [At the time the original bonds refunded by the Bonds were issued,the] The City reasonably expected to spend at least 85% of the spendable proceeds of[such bonds] the Bonds within three years after [such bonds] the Bonds are issued. (2) Not more than 50% of the proceeds of[the original bonds refunded by] the Bonds [were] will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four (4)years or more. K. [Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the City has employed no"device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants,representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. Accordingly, the City expects to invest the Bond proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions.] L. Elections. The City hereby directs and authorizes the Authorized Official to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds,in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 33. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, each Authorized Official is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the 133883231.6 -51- issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond to the Purchasers. SECTION 34. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Senior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of,redemption premium(if any), and interest due on any defeased Bonds. To the extent applicable, if at all,the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 32 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection(i) or(ii) above shall not be irrevocable, provided that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of 133883231.6 -52- 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 35. Ordinance a Contract, Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders,from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3)reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 36. Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and authorized. SECTION 37. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 38. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 39. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City,Bond Counsel,Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. 133883231.6 -53- SECTION 40. Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. SECTION 41. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 42. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 43. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 44. Authorization of PayinAgent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 45. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 46. Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: F 4MA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. 133883231.6 -54- SEC.'means the United States Securities and Exchange Commission. Undertaking means the City's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1)within six months after the end of each Fiscal Year of the City ending in or after 2023, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 28 of this Ordinance,being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be(i)prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; 133883231.6 -55- (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material; (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations,Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except 133883231.6 -56- that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so 133883231.6 -57- amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format— Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word- searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the United States Securities and Exchange Commission. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential"underwriters" in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit G, with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 47. Book-Entry Only System. The Bonds initially shall be registered so as to participate in a securities depository system(the DTC System)with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC.), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7)in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit F (the Representation Letter). 133883231.6 -58- With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede& Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal,premium,if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word"Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 48. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or 133883231.6 -59- corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or(iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 49. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 50. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 51. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. The Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 52. Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 53. Tender Offer, Invitation, Dealer Manager. To effectuate the purchase of certain of the Refunded Obligations, the City hereby selects 1 , as the exclusive Dealer Manager to assist the City in conducting a tender offer to Holders of the Target Bond Candidates (the Tender Offer) through an invitation to offer bonds for purchase (including all exhibits and/or appendices thereto, the Invitation), and further authorizes each Authorized Official to negotiate and execute a Dealer Manager Agreement, and, in conjunction with the Dealer Manager, to execute, acknowledge, modify, deliver, and file with the MSRB any and all documentation related to the Tender Offer. Furthermore, each Authorized Official is authorized to(i)negotiate the fees and expenses of the information agent and tender agent,whether such agent is hired by the City or by the Dealer Manager, in connection with the Invitation, and (ii) to pay, or reimburse the Dealer Manager for, the fees and expenses of the information agent 133883231.6 -60- and tender agent, in an amount not to exceed $[ ], from lawfully available funds of the City. SECTION 54. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine,feminine, or neuter gender shall be considered to include the other genders. SECTION 55. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein,the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, dealer manager,information agent,tender agent,verification agent or any other contract that is determined by an Authorized Official, the City's Financial Advisor, or the City's Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. The City Council has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 56. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes the Authorized Official, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 57. Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.] 133883231.6 -61- SIGNED AND SEALED THIS DAY OF , 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS DAY OF , 2023: Miles Risley, City Attorney Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTIES OF NUECES, § ARANSAS, KLEBERG, AND § SAN PATRICIO § CITY OF CORPUS CHRISTI § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the day of , 2023, authorizing the issuance of one or more series of the City's Utility System Senior Lien Revenue Improvement and/or Refunding Bonds, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the DAY OF , 2023. City Secretary (CITY SEAL) Signature page to the Ordinance S-2 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 Guaj ardo 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 Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature page to the Ordinance S-3 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....................Notices of Redemption Exhibit E....................Description of Annual Financial Information Exhibit F..................... DTC Letter of Representations Exhibit G....................General Policies and Procedures Concerning Compliance With the Rule Exhibit H................Form of Reimbursement Agreement Index-1 SCHEDULE I Schedule of Refunded Obligations [to be filled in at pricing with Refunding Candidates and Target Bond Candidates selected by Pricing Officer] 133883231.6 Schedule 1-1 SCHEDULE II Approval Certificate See Tab No. 133883231.6 Schedule 11-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 133883231.6 A-1 EXHIBIT B Purchase Contract See Tab No. 133883231.6 B-1 EXHIBIT C Escrow Agreement See Tab No. 133883231.6 C-1 EXHIBIT D Notices of Redemption See Tab No. 133883231.6 D-1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 46 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: [1. The City's audited financial statements for the most recently concluded Fiscal Year of the general type as attached as Appendix B to the Official Statement or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded Fiscal Year. 2. The quantitative financial information and operating data of the general type in Tables 1 through 23 contained in the Official Statement.] Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 133883231.6 E-1 EXHIBIT F DTC Letter of Representations See Tab No. 133883231.6 F-1 EXHIBIT G General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 46 of the Ordinance. Bonds refer to the Bonds that are the subj ect of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City's compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date(the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16)to Section 46C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that"participating underwriters" (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City's informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the City's obligations under the Rule, the advice from and discussions with the City's internal senior staff (including staff charged with administering the City's financial affairs), its co-municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Director of Finance and Procurement(the Compliance Officer) shall be responsible for satisfying the City's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time,the City's information of the type described in Section 46B of the Ordinance; 133883231.6 G-1 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 46C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default,remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City's internal staff identified by the Compliance Officer to assist with the City's satisfaction of the terms and provisions of the Undertaking. 133883231.6 G-2 EXHIBIT H Form of Reimbursement Agreement Not applicable 133883231.6 H-1 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of General Improvement Bond CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas, General Improvement Bonds, Series 2023" for improvements to streets and parks and recreation facilities in an amount not to exceed $35,750,000 within set parameters and according to the plan of finance set by the City's financial advisors; levying a continuing direct annual ad valorem tax for the payment of the bonds; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. SUMMARY: The City plans on issuing the remaining $35,750,000 of the $75,000,000 General Improvement (GO) bonds approved by the voters in the 2020 Bond election. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $35,750,000. 2) The true interest rate shall not exceed 5.0% per year. 3) Maximum maturity of March 1 , 2043. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. In November 2020, voters approved three propositions totaling $75,000,000 for improvements to Streets, Park and Recreational facilities, and Public Safety facilities. The first issuance of bonds was approved via ordinance on its second reading by the City Council on June 28, 2022 in the amount of $39,250,000. The sale of these bonds in the amount of $35,750,000 will provide the remaining funding for the projects approved in the propositions for a total of $75,000,000. Date Approved Amount Bonds Proposed by Voters Purpose Authorized Previously Bonds to Issued be Issued November 3, 2020 Streets and Sidewalks $61,000,000 $30,500,000 $30,500,000 November 3, 2020 Parks & Recreation Facilities $12,000,000 $6,750,000 $5,250,000 November 3, 2020 1 Public Safety Facilities $2,000,000 $2,000,000 $0 TOTAL $75,000,000 $39,250,000 $35,750,000 On December 1 , 2020, the City Council approved a $75,000,000 reimbursement resolution to begin awarding contracts for the Bond 2020 projects prior to the issuance of bonds. This agenda item will allow for the issuance of GO Bonds to reimburse the City funds used for these projects. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate up to $35,750,000 in bond proceeds improvements to Streets, Park and Recreational facilities approved by voters during the 2020 Bond Election. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS, GENERAL IMPROVEMENT BONDS, SERIES 2023" FOR IMPROVEMENTS TO STREETS AND PARKS AND RECREATION FACILITIES IN AN AMOUNT NOT TO EXCEED $35,750,000 WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF THE BONDS; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer or the City) hereby finds and determines that new money general improvement bonds of the Issuer in the total principal amount of$—, .00 (plus the allocation of a portion of the [net]reoffering premium in the amount of$ ,to aggregate$ .00)of the hereinafter- described voter authorization should be issued and sold at this time, being the second and final installment of general improvement bonds approved and authorized to be issued at an election held on November 3, 2020 (the Election), the respective authorized purposes and amounts authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this ordinance, and amounts remaining to be issued from such voted authorizations subsequent to the dates hereof being as follows: Bonds Premium Date Amount Previously Issued allocated to Amount Voted Purpose Authorized Issued Bonds Herein Bonds Herein Unissued 11/03/2020 Streets and Sidewalks $61,000,000 30,500,000 11/03/2020 Parks and Recreation $12,000,000 $6,750,000 Facilities 11/03/2020 1 Public Safety Facilities $2,000,000 $2,000,000 WHEREAS, the Governing Body hereby finds and determines that, pursuant to applicable Texas law,the delegation to a Pricing Officer with the authority to execute an Approval Certificate (a form of which is attached hereto as Schedule I) to approve the final terms of each series of Bonds as set forth in respective Approval Certificate is in the best interest of the City; and WHEREAS,the Governing Body has determined that the issuance of general improvement bonds is in the best interest of the City and its residents; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1: Authorization – Designation – Principal Amount – Purpose. General improvement bonds of the Issuer shall be and are hereby authorized to be issued in the aggregate 135078542.3 principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title"CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2023" (the Bonds), for the purpose of(i) providing funds for the purposes authorized at the Election; and(ii)paying the costs of issuing the Bonds,in conformity with the laws of the State of Texas, particularly Chapters 1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, the Home Rule Charter of the Issuer, this ordinance(the Ordinance)adopted by the Governing Body on June 13, 2023, and the Election referenced in the preamble to this Ordinance. As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 1371), each Pricing Officer (defined herein) is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering the general improvement bonds as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for each series of general improvement and/or refunding bonds: A. the aggregate principal amount of the bonds, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for the bonds; C. the Bond Date for the bonds; D. whether the bonds are sold pursuant to a competitive or negotiated sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the bonds; F. whether or not to issue the bonds on a taxable or tax-exempt basis and, if on a tax- exempt basis, subject to market conditions at the time of pricing and sale of the bonds; G. the pricing of the bonds, including use of premium, discount, underwriters' compensation, and costs of issuance; and H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the bonds, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate, which approval, replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Bonds shall be issued within the following parameters: A. the principal amount of the Bonds issued hereunder shall not exceed $35,750,000, being the sum of the Bonds (determined as the amount of principal of such Bonds allocated to the 135078542.3 -2- authorization approved by voters of the City at the Election)in the principal amount not to exceed $35,750,000; B. the maximum maturity of the Bonds shall not occur later than March 1, 2043; C. the true interest cost on the Bonds shall not exceed a rate greater than 5.00% per annum; and D. the Bonds hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to a series of bonds,to complete and execute an Approval Certificate,in substantially the form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the Bonds pursuant to the delegated authority granted hereunder and to reflect such final terms for the Bonds, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Bonds then being issued, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, and (C) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the Bonds that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Bonds hereunder. It is further provided, however,that notwithstanding the foregoing provisions,the Bonds shall not be delivered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one (1)of the four(4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2: Fully Registered Obligations — Authorized Denominations — Stated Maturities — Interest Rates — Bond Date. The Bonds are issuable in fully registered form only, shall be dated July 11, 2023 (the Bond Date), shall be issued in denominations of$5,000 or any integral multiple thereof (within a Stated Maturity), and shall be lettered "R" and numbered consecutively from One(1)upward. The Bonds shall become due and payable on March 1 in each of the years and in the amounts and bear interest at the rates per annum, in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount($) Rate 135078542.3 -3- Year of Principal Interest Stated Maturity Amount($) Rate The Bonds shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, 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 (each, an Interest Payment Date), commencing March 1, 2024, while the Bonds are Outstanding. SECTION 3: Payment of Bonds—Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, 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 The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the Issuer 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 Issuer may prescribe. The Issuer 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 135078542.3 -4- 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 Issuer 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 Issuer 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, redemption, or otherwise, shall be payable only to the registered owner of the Bonds (the Holder or Holders) appearing on the Security Register maintained on behalf of the Issuer 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 upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The Issuer 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 Issuer 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 Issuer. 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. 135078542.3 -5- SECTION 4: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on March 1, 20 is 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 of other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on March 1, 20 March 1, 20 Principal Principal Year Amount($) Year Amount M *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 Issuer, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the Issuer with money in the Bonds Fund or, (3) 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 of Bonds. The Bonds having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer, on March 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. C. Exercise of Redemption Option. At least forty-five(45) days prior to a date set for the redemption of the Bonds(unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem the Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the Issuer to exercise the right to redeem the Bonds shall be entered in the minutes of the governing body of the Issuer. 135078542.3 -6- 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, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United States mail, first-class postage prepaid, in the name of the Issuer and at the Issuer's expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall(i) specify the date of redemption for the Bonds, (ii)identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as hereinabove 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 the 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. F. Transfer/Exchange of Bonds. Neither the Issuer nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds, or (ii) to transfer or exchange any Bond selected for redemption; provided, however, such limitation of transfer shall not be applicable to an 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 Issuer by its Mayor under the seal of the Issuer reproduced or impressed thereon and attested by 135078542.3 -7- its City Secretary, or designee. The signature of either 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 Bond Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, 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 Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, 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. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the Issuer at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance. 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 Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished by, the Issuer of authorized denominations 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 Issuer shall execute and the Paying Agent/Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the Issuer 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 United States 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 Issuer, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. 135078542.3 -8- 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 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 16 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a 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 and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval 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 to the Purchasers,the Paying Agent/Registrar,upon written instructions from the Purchasers, or his or their designee, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1) upward,for transfer and delivery to the Holders named and at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the 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 Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the Issuer 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 or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their 135078542.3 -9- execution thereof,but the Initial Bond submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 135078542.3 -10- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF NUECES, ARANSAS, KLEBERG, AND SAN PATRICIO CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BOND, SERIES 2023 Bond Date: Interest Rate: Stated Maturity: CUSIP No.: July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas(the Issuer), a body corporate and municipal corporation located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount stated above(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof(computed on the basis of a 360-day year of twelve 30-day months)from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate specified above; such interest being payable on March 1 and September 1 of each year(each, an Interest Payment Date), commencing March 1, 2024. Principal and premium,if any, 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 its successor. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth (15th) day of the month next preceding the Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on 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$_, (the Bonds)pursuant to an ordinance adopted by the Governing Body of the Issuer 135078542.3 _11- (the Ordinance), for the purpose of(i)providing funds for the purposes authorized at the Election; and (ii) paying the costs of issuing the Bonds, under and in strict conformity with the laws of the State of Texas,particularly Chapters 1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, the Home Rule Charter of the Issuer, the Ordinance, and the election identified in the preamble of the Ordinance. The Bonds stated to mature on March 1, 20 is referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their Stated Maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot of other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on March 1, 20 March 1, 20 Principal Principal Year Amount($) Year Amount M *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 Issuer, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the Issuer with money in the Bonds Fund or, (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As stated in the Ordinance, the Bonds stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the Issuer, on March 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 Ordinance. 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 135078542.3 -12- principal sum hereof is to be redeemed,there shall be issued,without 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 Ordinance 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 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 Issuer or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property within the Issuer. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to its Stated Maturity and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein without definition have the same meanings assigned in the Ordinance. As provided in the Ordinance and subject to certain limitations contained therein,this Bond is transferable on the Security Register of the Issuer, upon surrender of this Bond for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations,bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the Issuer nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled 135078542.3 -13- 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 Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail,first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the Issuer 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 Ordinance, and that the issuance of this Bond 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 levy of a tax 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 Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 135078542.3 -14- IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 135078542.3 -15- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § 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 Registration Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 135078542.3 -16- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 135078542.3 -17- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in subsection 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"; and (2) the first(1st)two (2)paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas(the Issuer), a body corporate and municipal corporation located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the first (1st) day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Year of Stated Maturity Principal Amount($) Interest Rate (%) (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 installments hereof from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided, 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(each, an Interest Payment Date), commencing March 1, 2024. Principal of this Bond shall be payable to the Holder hereof, upon presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth(15th) day of the month next preceding the Interest Payment Date. All payments of principal of,premium,if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on 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. 135078542.3 -18- G. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers (hereinafter defined), the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the bond insurer to appear under the following header: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (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, certain terms used in Sections 17 and 38 of this Ordinance have the meanings assigned to them in such Sections, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and(iii)the words"herein", "hereof', and"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Official shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Finance and Procurement, City Secretary, and City Attorney of the City. B. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. C. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. D. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. E. The term Depository shall mean an official depository bank of the Issuer. F. 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 135078542.3 -19- adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. G. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. H. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Bonds remain Outstanding. I. The term Issuer shall mean the City of Corpus Christi, Texas, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the Governing Body of the Issuer. J. The term Ordinance shall mean this ordinance adopted by the Governing Body of the Issuer on June 13, 2023. K. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the Issuer in accordance with the provisions of Section 18 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed,lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this Ordinance. L. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis) M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 20 of this Ordinance. N. The term Series 2023 Notes shall mean the"City of Corpus Christi, Texas Limited Tax Notes, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. O. The term Series 2023A Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A", authorized and issued pursuant to an ordinance adopted concurrently herewith. 135078542.3 -20- P. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Bond Fund—Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be and is hereby created a special fund to be designated "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2023, INTEREST AND SINKING FUND" (the Bond Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose and shall be maintained as provided in Section 17. Authorized Officials of the Issuer are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of and interest on the Bonds as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund established pursuant to the provisions of this Ordinance may, at the option of the Issuer, be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing Administration; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. All interest and income derived from deposits and investments in such fund shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11: Lew of Taxes — Surplus Bond Proceeds. To provide for the payment of the Debt Service Requirements on the Bonds being (i)the interest on the Bonds, and(ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of two percent (2%) (whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal year commencing October 1, 2023 and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' ($100)valuation of taxable property in the Issuer, adequate to pay such 135078542.3 -21- Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Accrued interest, if any, received from the Purchasers of the Bonds shall be deposited to the Bond Fund, and ad valorem taxes levied and collected for the benefit of the Bonds shall be deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in the Bond Fund from ad valorem taxes. SECTION 12: Security for Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State 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 Ordinance. SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the event the Issuer: (i) defaults in the payments to be made to the Bond Fund; or (ii) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Governing Body of the Issuer and other officers of the Issuer to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 14: Notices to Holders—Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. 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 or Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, 135078542.3 -22- either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the Issuer 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 Issuer. SECTION 16: Mutilated, Destroyed, Lost and Stolen Bonds. If: (i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction,loss, or theft of any Bond; and(ii)there is delivered to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer's request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond, or payment in lieu thereof, under this Section, the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude(to the extent lawful)all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 17: Covenants to Maintain Tax Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. 135078542.3 -23- Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of: (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds, the Series 2023 Notes and the Series 2023A Certificates, combined as a single issue, has the meaning set forth in Section 1.148- 4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Issuer shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Issuer receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the Issuer shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall at all times prior to the last Stated Maturity of Bonds: 135078542.3 -24- (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds, or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the Issuer or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield on any Investments acquired with Gross Proceeds(or with money replaced thereby),whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Issuer shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary of the Treasury may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: 135078542.3 -25- (1) The Issuer shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six (6)years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the Issuer may commingle Gross Proceeds of the Bonds with other money of the Issuer, provided that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Issuer shall calculate the Rebate Amount in accordance with rules set forth in section 148(f)of the Code and the Regulations and rulings thereunder. The Issuer shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six (6) years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the Issuer shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals: (i)in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent(100%)of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f)of the Code and the Regulations and rulings thereunder. (4) The Issuer shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. 135078542.3 -26- J. Bonds Not Hedge Bonds. (1) With respect to the Bonds, the Issuer reasonably expects to spend at least eighty-five percent (85%) of the spendable proceeds of the Bonds within three (3) years after such Bonds are issued. (2) Not more than fifty percent (50%) of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four(4)years or more. K. Elections. The Issuer hereby directs and authorizes any Authorized Official or the City Attorney, either or any combination of them,to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 18: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and all covenants, agreements, and other obligations of the Issuer 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 mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of,redemption premium(if any), and interest due on any defeased Bonds. To the extent applicable, if at all, Issuer 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 17). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any money held 135078542.3 -27- 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 Issuer be remitted to the Issuer against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in clause (i) or (ii) above shall not be irrevocable, provided that: (1)in the proceedings providing for such defeasance, the Issuer 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 clause (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 19: Ordinance a Contract — Amendments — Outstandinz Bonds. The Issuer acknowledges that the covenants and obligations of the Issuer herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the Issuer, and its successors and assigns, and it shall not be amended or repealed by the Issuer so long as any Bond remains Outstanding except as permitted in this Section. The Issuer may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Issuer may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall: (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of,premium,if any, or interest on the Bonds; (2) give any preference to any Bond over any other Bond; or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 20: Sale of the Bonds at a Competitive Sale—Use of Bond Proceeds—Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of an Official Bid Form (the Official Bid Form), dated , 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of $ (including the Purchasers' compensation of$ ), and no accrued interest to the date of initial delivery of the Bonds to the Purchasers and is hereby approved and confirmed. The Initial Bond shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest 135078542.3 -28- bidder for the Bonds whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Official Bid Form. Proceeds from the sale of the Bonds shall be applied as follows: (1) Accrued interest, if any, shall be deposited into the Bond Fund. (2) The City received a [net] reoffering premium from the sale of the Bonds, $ of which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ shall be deposited into the Bond Fund as the rounding amount, (3) $ shall be deposited to the special construction account as specified in paragraph 3 as described below, and (4) $ to pay the remaining costs of issuance. (3) The balance of the proceeds derived from the sale of the Bonds (being the par amount of the Bonds in the amount of$ and a portion of the reoffering premium in the amount of $ ) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds and used to pay costs of such projects. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Pricing Officer, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2023, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the 135078542.3 -29- Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Each Authorized Official is hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. Reserved. SECTION 21: Reserved. SECTION 22: Control and Custody of Bonds. The Mayor of the Issuer 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 including the printing and supply of definitive Bonds and shall take and have charge and control of the Initial Bond pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers. Furthermore, any Authorized Official, either individually or any combination of them, are hereby authorized and directed to furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Bonds,the approval of the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the Issuer's Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for definitive Bonds. SECTION 23: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinions on the reverse side of each of the Bonds is hereby approved and authorized. SECTION 24: 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 Issuer 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 25: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, the Paying Agent/Registrar,Bond Counsel, the Purchasers, and the Holders any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders. SECTION 26: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby 135078542.3 -30- repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 27: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 28: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 29: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 30: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 31: Authorization of Paying Agent/Registrar Agreement. The Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the registration, exchange, transferability, and payment of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 32: Incorporation of Preamble Recitals. The recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body of the Issuer. SECTION 33: Book-Entry-Only System. The Bonds shall 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 (the DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7)in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The Issuer and the Paying Agent/Register 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 C (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer 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 135078542.3 -31- a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that: (i) the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter; (ii) the Representation Letter shall be terminated for any reason; or(iii)DTC or the Issuer determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds,the Issuer 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 Issuer 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 Issuer, or such depository's agent or designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 34: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 35: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such 135078542.3 -32- manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 36: No Recourse Against Issuer Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Bond. SECTION 37: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the Issuer's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose of compliance with the Rule. B. Annual Reports. The Issuer shall file annually with the MSRB (i)within six(6)months after the end of each fiscal year of the Issuer ending in or after 2023, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 20 of this Ordinance, being the information described in Exhibit D hereto, and (ii) if not provided as part such financial information and operating data, audited financial statements of the Issuer, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the Issuer commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Issuer shall file unaudited 135078542.3 -33- financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the Issuer must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the Issuer's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the Issuer changes its fiscal year, it will file notice of such change(and of the date of the new fiscal year end)with the MSRB prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The Issuer shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10)business days after occurrence of the event: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the Issuer, which shall occur as described below; 135078542.3 -34- (13) the consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer, and (b)the Issuer intends the words used in the immediately preceding paragraphs (15)and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The Issuer shall file notice with the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an"obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any 135078542.3 -35- other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER,WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the Issuer in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if(i)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The Issuer may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the Issuer also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such provisions as so amended, and (ii) any amendments or interpretations of the Rule. If the Issuer so amends the provisions of this Section, the Issuer shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. 135078542.3 -36- E. Information Format—Incorporation by Reference. The Issuer information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential"underwriters" in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit E, with which the Issuer shall follow to assure compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the Issuer's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the Issuer and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 38: Further Procedures. The officers and employees of the Issuer 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 Issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to: (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement; (ii) obtain a rating from any of the national bond rating agencies; or (iii) obtain the approval of the Bonds by the Office of the Attorney General of the 135078542.3 -37- State of Texas. In case any officer of the Issuer 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 39: Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and any other applicable law, the Governing Body, hereby delegates to each Authorized Official other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar,rating agency, securities depository, or any other contract that is determined by an Authorized 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 40: Perfection of Security Interest. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the Issuer in Section 11, 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 ad valorem taxes granted by the Issuer 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 Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business& Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 41: City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, the City's Bond Counsel, and/or the City's Financial Advisors to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 42: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 135078542.3 -38- [The remainder of this page intentionally left blank.] 135078542.3 -39- PASSED, APPROVED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's general improvement bonds, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) Signature page to the Ordinance S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo 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 13th day of June, 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 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature page to the Ordinance S-3 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B — Official Bid Form Exhibit C—DTC Letter of Representations Exhibit D—Description of Annual Financial Information Exhibit E— General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 135078542.3 Index-1 SCHEDULE I APPROVAL CERTIFICATE See Tab No. 2 135078542.3 Schedule I-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. 135078542.3 A-1 EXHIBIT B OFFICIAL BID FORM See Tab No. 135078542.3 B-1 EXHIBIT C DTC LETTER OF REPRESENTATIONS See Tab No. 135078542.3 C-1 EXHIBIT D DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 38 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the Issuer to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The Issuer's audited financial statements for the most recently concluded fiscal year of the general type or to the extent these audited financial statements are not available,the portions of the unaudited financial statements of the Issuer appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information"). Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 135078542.3 D-I EXHIBIT E GENERAL POLICIES AND PROCEDURES CONCERNING COMPLIANCE WITH THE RULE I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 38 of the Ordinance. Bonds refer to the Bonds that are the subj ect of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019,the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies,processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the Issuer's compliance with the Rule. III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 38C of the Ordinance, which provisions are a part of the Undertaking. IV. The Issuer is aware that"participating underwriters" (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the Issuer is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The Issuer now establishes the following general policies and procedures(the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the Issuer's informal policies,procedures, and processes utilized prior to the Effective Date for compliance with the Issuer's obligations under the Rule,the advice from and discussions with the Issuer's internal senior staff(including staff charged with administering the Issuer's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Chief Financial Officer or the Director of Finance and Procurement(the Compliance Officer) shall be responsible for satisfying the Issuer's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the Issuer's information of the type described in Section 38B of the Ordinance; 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 38C of the Ordinance; 135078542.3 E-I 4. the Compliance Officer shall work with external consultants of the Issuer, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the Issuer, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any Issuer agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the Issuer; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the Issuer's internal staff identified by the Compliance Officer to assist with the Issuer's satisfaction of the terms and provisions of the Undertaking. 135078542.3 E-2 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Tax-Exempt Certificates of Obligation CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023K for improvements to public safety facilities in an amount not to exceed $6,300,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $6,300,000 of Certificates of Obligations (CO) in support of Public Safety facility improvements. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $6,300,000 for the CO's. 2) The true interest rate shall not exceed 5.0% per year. 3) Maximum maturity of March 1 , 2043. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. In the adopted FY 2022-2023 Capital Improvement Budget, several projects were budgeted to use CO's totaling $15,000,000 for the funding of the projects. The projects include: C Valenzuela Landfill Sector 2A Cells Development $6,948,108 C Valenzuela Backup Generators $551 ,892 Gabe Lozano Golf Course $1 ,200,000 Subtotal for Taxable CO's $8,700,000 Police Training Academy $6,300,000 Subtotal for Tax-exempt CO's $6,300,000 TOTAL $15,000000 The total amount to be funded with CO's is an amount not to exceed $15,000,000. Of this amount $8,700,000 will be taxable bonds for Solid Waste and Golf Course projects with $7,500,000 being self-supported by Solid Waste revenue and $6,300,000 will be tax-exempt bonds supported by property taxes. State law requires that a notice of intention be published when CO's are to be sold. The required notice was advertised in the Corpus Christi Caller-Times on Sunday, April 16, 2023 and Sunday, April 23, 2023. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $6,300,000 in bond proceeds for use on public safety facility improvements approved in the FY2023 CIP budget. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Project List Notice of Intention CITY OF CORPUS CHRISTI FY 2023 CAPITAL BUDGET PROJECTS FUNDED WITH CERTIFICATES OF OBLIGATION FY 2023 Public Health and Safety C. Valenzuela Landfill Sector 2A Cells dev $ 6,948,108 Public Health and Safety C. Valenzuela Backup Generators $ 551,892 Parks and Recreation Gabe Lozano Golf Course $ 1,200,000 Total Self Supported $ 8,700,000 Public Health and Safety Police Training Academy $ 6,300,000 Total Tax Supported $ 6,300,000 Grand Total $ 15,000,000 Prepared by CFO January 25, 2022 NOTICE OF INTENTION TO ISSUE CITY OF CORPUS CHRISTI, TEXAS CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Corpus Christi, Texas will convene at its regular meeting place in the City Hall in Corpus Christi, Texas, beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, May 23, 2023,to consider at its first reading, and beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, June 13, 2023, to consider at its second and final reading the passage of an ordinance or ordinances and take such other actions as may be deemed necessary to authorize the issuance of one or more series of certificates of obligation, as taxable or tax-exempt obligations, in an aggregate principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes,to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3) the payment of professional services related to the design, construction, management and financing of the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects. The certificates of obligation (the Certificates) will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a lien on and pledge of certain revenues derived by the City from the operation of the City's solid waste management system. In accordance with Section 271.049, as amended, Texas Local Government Code, (i)the current principal amount of all of the City's outstanding public securities secured by and payable from ad valorem taxes is $448,955,000; (ii) the current combined principal and interest required to pay all of the City's outstanding public securities secured by and payable from ad valorem taxes on time and in full is $582,722,346; (iii)the estimated combined principal and interest required to pay the Certificates to be authorized on time and in full is $22,338,299; (iv)the maximum interest rate for the Certificates may not exceed the maximum legal interest rate; and (v) the maximum maturity date of the Certificates to be authorized is March 1, 2043. The Certificates are to be issued,and this notice is given,under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Subchapter G of Chapter 363, as amended, Texas Health and Safety Code, and the City's Home Rule Charter. /s/ Rebecca Huerta City Secretary, City of Corpus Christi, Texas ORDINANCE NO. ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A" FOR IMPROVEMENTS TO PUBLIC SAFETY FACILITIES IN AN AMOUNT NOT TO EXCEED $6,300,000, WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council (the City Council or the Governing Body) of the City of Corpus Christi, Texas (the City or the Issuer) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1)(a)constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication of such notice being not less than forty-five (45) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, in accordance with the provisions of Section 271.049, as amended, Texas Local Government Code, the City confirms that notice of the City's intention to issue certificates of obligation was approved by resolution at a public meeting and stated (1) the then-current principal of all outstanding debt of the City; (2) the then-current combined principal and interest required to pay all outstanding debt obligations of the City on time and in full, based on the City's expectations relative to the interest due on any variable rate debt obligations, as applicable (3)the 133894312.4 maximum principal amount of the certificates of obligation to be authorized; (4) the estimated combined principal and interest required to pay the certificates of obligation in full; (5) the estimated interest rate for the certificates of obligation or that the maximum interest rate for the certificates of obligation may not exceed the maximum legal interest rate; and (6) the maximum maturity date of the certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that the issuance of the certificates of obligation, under the terms herein specified, is in the best interests of the City and its residents; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of $� described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A" (the Certificates), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, (2)the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code(Chapter 1371), and the City's Home Rule Charter. As authorized by Chapter 1371, each Pricing Officer(defined herein)is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering the certificates of obligation as authorized herein and carrying out the 133894312.4 -2- procedures specified in this Ordinance, including approval of the following terms and provisions for the certificates of obligation: A. the aggregate principal amount of the certificates of obligation, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for such certificates of obligation; C. the Certificate Date for the certificates of obligation; D. whether the certificates of obligation are sold pursuant to a competitive,negotiated, or private placement sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the certificates of obligation; F. whether or not to issue the certificates of obligation on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of the certificates of obligation; G. the pricing of each series of certificates of obligation, including use of premium, discount, underwriters' compensation, and costs of issuance; and H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the certificates of obligation, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval, replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Certificates shall be issued within the following parameters: A. the principal amount of the certificates of obligation issued hereunder shall not exceed $6,300,000; B. the maximum maturity of the certificates of obligation shall not occur later than March 1, 2043; C. the true interest cost on the certificates of obligation shall not exceed a rate greater than 5.00% per annum; and D. the certificates of obligation hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of the certificates of obligation may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to the certificates of obligation, to complete and execute an Approval Certificate, in substantially the 133894312.4 -3- form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the certificates of obligation by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the obligation pursuant to the delegated authority granted hereunder and to reflect such final terms for the certificates of obligation,which includes(A)completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the certificates of obligation, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in the Approval Certificate, and(C) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the certificates of obligation that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of certificates of obligation hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the certificates of obligation shall not be delivered unless prior to delivery, the certificates of obligation have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities -Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated July 11, 2023 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities)in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 133894312.4 -4- Years of Principal Interest Stated Maturity Amounts ($) Rates The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption 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 Certificates shall be payable semiannually on March 1 and September 1 (each, an Interest Payment Date), commencing March 1, 2024, while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of,premium,if any, and interest on the Certificates shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Certificates. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration, payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the 133894312.4 -5- Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (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 Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption of Term Certificates. The Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate 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 March 1 in each of the years as set forth below: 133894312.4 -6- Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or (3) 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 Certificates having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 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 Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates 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 Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subj ect to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing 133894312.4 -7- on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)identify the Certificates 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 Certificates, 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 Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate 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 Certificate (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 Certificates (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 the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate 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 Certificate which is subject to redemption in part. SECTION 5. Execution -Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary or designee. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public 133894312.4 -8- 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 Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the Certificates shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate 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 Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States 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 City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates 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. 133894312.4 -9- Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate 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 Certificate 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 Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, 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 Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates 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 Certificates as evidenced by their execution thereof, but the Initial 133894312.4 -10- Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 133894312.4 -11- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2023A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2024 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate 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 Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate 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. 133894312.4 -12- This Certificate is one of the series specified in its title issued in the aggregate principal amount of$ (the Certificates)pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of- way for authorized needs and purposes relating to the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects, pursuant to the authority conferred by and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As specified in the Ordinance,the Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate 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 March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 20, or on any date thereafter, in 133894312.4 -13- 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 Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate 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 charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (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 Certificate (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 Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate 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 Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being on parity with the lien thereon and pledge thereof securing the repayment of the currently outstanding Limited Pledge Obligations, but subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of any outstanding Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance 133894312.4 -14- may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City 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 Ordinance, and that issuance of the Certificates 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 Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 133894312.4 -15- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 133894312.4 -16- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate 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 Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within-mentioned Ordinance; the Certificate or Certificates of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 133894312.4 -17- 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate 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 Certificate in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 133894312.4 -18- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Certificate(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (ii)first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2023A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years 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 Amounts hereof from the Closing Date (anticipated to be on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amounts have become due and payment thereof has been made 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 March 1, 2024 (each, an Interest Payment Date). 133894312.4 -19- Principal of this Certificate 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 Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar).Interest shall be payable to the Holder of this Certificate 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 Certificate 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. Form of Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer to appear under the following header: [BOND INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance(as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof, and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Authorized Representatives shall mean the City Manager of the City, an Assistant City Manager, the Chief Financial Officer, the City's Director of Finance and Procurement, and the City Attorney (any of the foregoing whether serving in a permanent or interim capacity). C. The term Certificates shall mean the $_, "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A" authorized by this Ordinance. D. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. 133894312.4 -20- E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. F. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. G. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. H. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. I. The term Depository shall mean an official depository bank of the City. J. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. K. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. L. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. 133894312.4 -21- M. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. N. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations or Subordinate Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates and the Taxable Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Certificates remain Outstanding. P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original principal amount of$3,000,000; and (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the original amount of$10,020,000; and (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original amount of$2,000,000; and (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original amount of$16,430,000; and (5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the original amount of$2,500,000; and (6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A", dated June 1, 2018, in the original amount of$14,315,000; and 133894312.4 -22- (7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2018B", dated June 1, 2018, in the original amount of$7,490,000; and (8) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021A", dated September 1, 2021, in the original amount of$8,485,000; and (9) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021B", dated September 1, 2021, in the original amount of$8,940,000; (10) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2022A", dated July 15, 2022, in the original amount of$10,205,000; (11)"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2022B", dated July 15, 2022, in the original amount of$9,160,000; and (12) Upon issuance, the Certificates and the Taxable Certificates; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. Q. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured,in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. R. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. S. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; 133894312.4 -23- (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. W. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). X. The term Senior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations currently outstanding or hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. Y. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Z. The term Series 2023 Notes shall mean the"City of Corpus Christi, Texas Limited Tax Notes, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. AA. The term Series 2023 Bonds shall mean the"City of Corpus Christi, Texas General Improvement Bonds, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. BB. [The term Series 2023 Utility System Bonds shall mean the"City of Corpus Christi, Texas Senior Lien Revenue Improvement and Refunding Bonds, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith.] CC. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. 133894312.4 -24- DD. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of any Inferior Lien Obligations hereafter issued by the City and the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. EE. The term System shall mean a plant, composting process plant,incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. FF. The term Taxable Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202313", authorized and issued pursuant to an ordinance adopted concurrently herewith. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment,redemption, and retirement of the Certificates,there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City,be placed in time deposits, 133894312.4 -25- certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Lew. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the 133894312.4 -26- Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Senior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Subordinate Lien Obligations currently outstanding or hereafter issued by the City 133894312.4 -27- in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Inferior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations,including the Certificates and the Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of the (i) any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State 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 Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System 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 and that it will 133894312.4 -28- faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates 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. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay,together with any other lawfully available funds, all operating,maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i)the interest on and principal of any Senior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (ii)the interest on and principal of any Subordinate Lien Obligations currently outstanding hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (iii)the interest on and principal of any Inferior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, 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. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. 133894312.4 -29- SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Senior Lien Obligations - Subordinate Lien Obligations — Inferior Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Senior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates and any Inferior Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Inferior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations or Subordinate Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, the Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited Pledge Obligations 133894312.4 -30- and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Senior Lien Obligations, Subordinate Lien Obligations, and the Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 22. Application of the Covenants and Agreements of the Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations,the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as appropriate. 133894312.4 -31- SECTION 23. Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and,if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by 133894312.4 -32- anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. 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 Certificates. SECTION 26. Sale of the Certificates at Competitive Sale — Official Statement Approval -Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of an Official Bid Form (the Oficial Bid Form), dated , 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of $ (including the Purchasers' compensation of $ ), and no accrued interest, and is hereby approved and confirmed. The Initial Certificate shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Certificates whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance,upon payment therefor in accordance with the terms of the Official Bid Form. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest, if any, shall be deposited into the Certificate Fund. (2) The City received a [net] reoffering premium from the sale of the Certificates, $ of which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ shall be deposited into the Certificate Fund as the rounding amount, (3) $ shall be deposited to the special construction account as specified in paragraph 3 as described below, and(4) $ to pay the remaining costs of issuance. (3) The balance of the proceeds derived from the sale of the Certificates (being the par amount of the Certificates in the amount of$ and a portion of the reoffering premium in the amount of$ ) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates and used to pay costs of such projects. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the 133894312.4 -33- Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement,being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated 2023, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Each Authorized Official is hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. SECTION 27. Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. 133894312.4 -34- Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Certificates means the combined yield of the Certificates, the Series 2023 Notes[, the Series 2023 Utility System Bonds,] and the Series 2023 Bonds, treated as a single issue, within the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate,the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Certificates to become"private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds(including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general 133894312.4 -35- application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Certificates to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Certificates. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged.However,to the extent permitted by law,the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its 133894312.4 -36- official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i)in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and(ii)in the case of any other Computation Date,ninety percent(90%)of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. J. Certificates Not Hedge Bonds. (1) The City reasonably expects to spend at least 85%of the spendable proceeds of the Certificates within three years after such Certificates are issued. (2) Not more than 50% of the proceeds of the Certificates will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes the Mayor, the Mayor Pro Tem, any Authorized Representative, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar 133894312.4 -37- or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 28. Control and Custody of Certificates. The Mayor of the City 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 Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, 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 Certificates 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 that 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 Certificates, or the principal amount(s)thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Certificates. As and to the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, 133894312.4 -38- pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Certificates 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 City expressly reserves the right to call the defeased Certificates for redemption; (2)gives notice of the reservation of that right to the owners of the defeased Certificates 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 Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, Austin, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,including the curing of any ambiguity,inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate 133894312.4 -39- principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however,that,without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, 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, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 36. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. 133894312.4 -40- SECTION 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC.'means the United States Securities and Exchange Commission. Undertaking means the Issuer's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose of compliance with the Rule. 133894312.4 -41- B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2023,financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i)prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally,upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; 133894312.4 -42- (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. 133894312.4 -43- The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the 133894312.4 -44- extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format, Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Certificates is subject to the provisions of the Rule and because the potential "underwriters" in a negotiated sale of the Certificates or the initial purchasers in a competitive sale of the Certificates may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit E,with which the Issuer shall follow to assure compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the Issuer's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the Issuer and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Representative is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Representative to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 45. Book-Entry Only System. The Certificates shall 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 Certificates shall 133894312.4 -45- be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, 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 Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede& Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word"Cede& Co."in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede& Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate 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 Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the 133894312.4 -46- Representation Letter. SECTION 46. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 47. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Certificates issued (or to be issued)pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Certificates, such budget entries shall, upon the issuance of Certificates,be automatically adjusted to reflect actual debt service payments on those Certificates coming due during the period of time covered by such budget. Each Authorized Representative, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 48. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 49. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and any other applicable law, the Governing Body, hereby delegates to each Authorized Representative other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, or any other contract that is determined by an Authorized Representative (other than the Mayor), the City's 133894312.4 -47- Financial Advisors, or the City's Bond Counsel to be necessary or incidental to the issuance of the Certificates 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 50. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 133894312.4 -48- PASSED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney (CITY SEAL) Signature Page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A,which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) Signature Page to the Ordinance S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo 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 13th day of June, 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 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature Page to the Ordinance S-3 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B — Official Bid Form Exhibit C—Description of Annual Financial Information Exhibit D—DTC Letter of Representations Exhibit E— General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 133894312.4 Index-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 133894312.4 A-1 EXHIBIT B OFFICIAL BID FORM SEE TAB NO. 133894312.4 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year of the general type or to the extent these audited financial statements are not available,the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. (2) [All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information").] Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 133894312.4 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 133894312.4 D-1 EXHIBIT E GENERAL POLICIES AND PROCEDURES CONCERNING COMPLIANCE WITH THE RULE I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of the Ordinance. Certificates refer to the Certificates that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019,the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies,processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the Issuer's compliance with the Rule. III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 44C of the Ordinance, which provisions are a part of the Undertaking. IV. The Issuer is aware that"participating underwriters" (as such term is defined in the Rule) of the Certificates must make inquiry and reasonably believe that the Issuer is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The Issuer now establishes the following general policies and procedures(the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the Issuer's informal policies,procedures, and processes utilized prior to the Effective Date for compliance with the Issuer's obligations under the Rule,the advice from and discussions with the Issuer's internal senior staff(including staff charged with administering the Issuer's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Chief Financial Officer or the Director of Finance and Procurement (each, a Compliance Officer) shall be responsible for satisfying the Issuer's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the Issuer's information of the type described in Section 44B of the Ordinance; 133894312.4 E-I 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 44C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the Issuer, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the Issuer, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Certificates; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any Issuer agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the Issuer; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the Issuer's internal staff identified by the Compliance Officer to assist with the Issuer's satisfaction of the terms and provisions of the Undertaking. 133894312.4 E-2 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Taxable Certificates of Obligation CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 20236" for parks and recreation and solid waste improvements in an amount not to exceed $8,700,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $8,700,000 of taxable Certificates of Obligations (CO) in support of improvements to the Solid Waste facilities and Lozano Golf Course. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $8,700,000 for the taxable CO's. 2) The true interest rate shall not exceed 5.25% per year. 3) Maximum maturity of March 1 , 2043. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. In the adopted FY 2022-2023 Capital Improvement Budget, several projects were budgeted to use CO's totaling $15,000,000 for the funding of the projects. The projects include: C Valenzuela Landfill Sector 2A Cells Development $6,948,108 C Valenzuela Backup Generators $551 ,892 Gabe Lozano Golf Course $1 ,200,000 Subtotal for Taxable CO's $8,700,000 Police Training Academy $6,300,000 Subtotal for Tax-exempt CO's $6,300,000 TOTAL $15,000000 The total amount to be funded with CO's is an amount not to exceed $15,000,000. Of this amount $8,700,000 will be taxable bonds for Solid Waste and Golf Course projects with $7,500,000 being self-supported by Solid Waste revenue and $6,300,000 will be tax-exempt bonds supported by property taxes. State law requires that a notice of intention be published when CO's are to be sold. The required notice was advertised in the Corpus Christi Caller-Times on Sunday, April 16, 2023 and Sunday, April 23, 2023. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $8,700,000 in bond proceeds for use on solid waste and golf course facility improvements approved in the FY2023 CIP budget. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Project List Notice of Intention CITY OF CORPUS CHRISTI FY 2023 CAPITAL BUDGET PROJECTS FUNDED WITH CERTIFICATES OF OBLIGATION FY 2023 Public Health and Safety C. Valenzuela Landfill Sector 2A Cells dev $ 6,948,108 Public Health and Safety C. Valenzuela Backup Generators $ 551,892 Parks and Recreation Gabe Lozano Golf Course $ 1,200,000 Total Self Supported $ 8,700,000 Public Health and Safety Police Training Academy $ 6,300,000 Total Tax Supported $ 6,300,000 Grand Total $ 15,000,000 Prepared by CFO January 25, 2022 NOTICE OF INTENTION TO ISSUE CITY OF CORPUS CHRISTI, TEXAS CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Corpus Christi, Texas will convene at its regular meeting place in the City Hall in Corpus Christi, Texas, beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, May 23, 2023,to consider at its first reading, and beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, June 13, 2023, to consider at its second and final reading the passage of an ordinance or ordinances and take such other actions as may be deemed necessary to authorize the issuance of one or more series of certificates of obligation, as taxable or tax-exempt obligations, in an aggregate principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes,to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3) the payment of professional services related to the design, construction, management and financing of the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects. The certificates of obligation (the Certificates) will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a lien on and pledge of certain revenues derived by the City from the operation of the City's solid waste management system. In accordance with Section 271.049, as amended, Texas Local Government Code, (i)the current principal amount of all of the City's outstanding public securities secured by and payable from ad valorem taxes is $448,955,000; (ii) the current combined principal and interest required to pay all of the City's outstanding public securities secured by and payable from ad valorem taxes on time and in full is $582,722,346; (iii)the estimated combined principal and interest required to pay the Certificates to be authorized on time and in full is $22,338,299; (iv)the maximum interest rate for the Certificates may not exceed the maximum legal interest rate; and (v) the maximum maturity date of the Certificates to be authorized is March 1, 2043. The Certificates are to be issued,and this notice is given,under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Subchapter G of Chapter 363, as amended, Texas Health and Safety Code, and the City's Home Rule Charter. /s/ Rebecca Huerta City Secretary, City of Corpus Christi, Texas ORDINANCE NO. ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202311" FOR PARKS AND RECREATION AND SOLID WASTE IMPROVEMENTS IN AN AMOUNT NOT TO EXCEED $8,700,000, WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council (the City Council or the Governing Body) of the City of Corpus Christi, Texas (the City or the Issuer) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1)(a)constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks,the date of the first publication of such notice being not less than forty-five (45) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, in accordance with the provisions of Section 271.049, as amended, Texas Local Government Code, the City confirms that notice of the City's intention to issue certificates of obligation was approved by resolution at a public meeting and stated (1) the then-current principal of all outstanding debt of the City; (2) the then-current combined principal and interest required to pay all outstanding debt obligations of the City on time and in full, based on the City's expectations relative to the interest due on any variable rate debt obligations, as applicable (3)the 133894294.4 maximum principal amount of the certificates of obligation to be authorized; (4) the estimated combined principal and interest required to pay the certificates of obligation in full; (5) the estimated interest rate for the certificates of obligation or that the maximum interest rate for the certificates of obligation may not exceed the maximum legal interest rate; and (6) the maximum maturity date of the certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that the issuance of the certificates of obligation, under the terms herein specified, is in the best interests of the City and its residents; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of$_, described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202313" (the Certificates),for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, and (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter. As authorized by Chapter 1371, each Pricing Officer(defined herein)is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in 133894294.4 -2- selling and delivering the certificates of obligation as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for the certificates of obligation: A. the aggregate principal amount of the certificates of obligation, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for such certificates of obligation; C. the Certificate Date for the certificates of obligation; D. whether the certificates of obligation are sold pursuant to a competitive,negotiated, or private placement sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the certificates of obligation; F. whether or not to issue the certificates of obligation on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of the certificates of obligation; G. the pricing of each series of certificates of obligation, including use of premium, discount, underwriters' compensation, and costs of issuance; and H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the certificates of obligation, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval, replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Certificates shall be issued within the following parameters: A. the principal amount of the certificates of obligation issued hereunder shall not exceed $8,700,000; B. the maximum maturity of the certificates of obligation shall not occur later than March 1, 2043; C. the true interest cost on the certificates of obligation shall not exceed a rate greater than 5.25% per annum; and D. the certificates of obligation hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of the certificates of obligation may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). 133894294.4 -3- Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to the certificates of obligation, to complete and execute an Approval Certificate, in substantially the form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the certificates of obligation by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the certificates of obligation pursuant to the delegated authority granted hereunder and to reflect such final terms for the certificates of obligation, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the certificates of obligation, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an Approval Certificate, and (C) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the certificates of obligation that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of certificates of obligation hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the certificates of obligation shall not be delivered unless prior to delivery, the certificates of obligation have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities -Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated July 11, 2023 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities)in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 133894294.4 -4- Years of Principal Interest Stated Maturity Amounts ($) Rates The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption 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 Certificates shall be payable semiannually on March 1 and September 1 (each, an Interest Payment Date), commencing March 1, 2024 while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of,premium,if any, and interest on the Certificates shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Certificates. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration, payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at 133894294.4 -5- the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (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 Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption of Term Certificates. The Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate 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 March 1 in each of the years as set forth below: 133894294.4 -6- Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) *Payable at Stated Maturity. he principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date(1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or(3) 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 Certificates having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 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 Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates 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 Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subj ect to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing 133894294.4 -7- on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)identify the Certificates 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 Certificates, 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 Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate 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 Certificate (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 Certificates (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 the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate 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 Certificate which is subject to redemption in part. SECTION 5. Execution -Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary or designee. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public 133894294.4 -8- 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 Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the Certificates shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate 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 Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States 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 City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates 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. 133894294.4 -9- Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either(i) as a single fully registered Certificate 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 Certificate 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 Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers,the Paying Agent/Registrar,pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, 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 Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates 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 Certificates as evidenced by their execution thereof, but the Initial 133894294.4 -10- Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 133 894294.4 -1 1- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2023B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2024 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate 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 Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate 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. 133894294.4 -12- This Certificate is one of the series specified in its title issued in the aggregate principal amount of$_ (the Certificates)pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, and (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, pursuant to the authority conferred by and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As specified in the Ordinance,the Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) 2038 570,000 2039 600,000 2040 635,000 2041 665,000 2042 705,000* *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. 133 894294.4 -13- The Certificates stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on March 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 Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate 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 charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (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 Certificate (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 Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate 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 Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being on parity with the lien thereon and pledge thereof securing the repayment of the currently outstanding Limited Pledge Obligations, but subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of any outstanding Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Senior Lien Obligations, Subordinate Lien Obligations, 133894294.4 -14- Inferior Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City 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 Ordinance, and that issuance of the Certificates 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 Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 133894294.4 -15- [The remainder of this page intentionally left blank.] 133894294.4 -16- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 133894294.4 -17- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate 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 Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within-mentioned Ordinance; the Certificate or Certificates of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 133894294.4 -18- 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate 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 Certificate in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 133894294.4 -19- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Certificate(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (ii)first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2023B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years 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 Amounts hereof from the Closing Date (anticipated to be on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amounts have become due and payment thereof has been made 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 March 1, 2024 (each, an Interest Payment Date). 133894294.4 -20- Principal of this Certificate 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 Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar).Interest shall be payable to the Holder of this Certificate 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 Certificate 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. Form of Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer to appear under the following header: [CERTIFICATE INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance(as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof, and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Authorized Representatives shall mean the City Manager of the City, an Assistant City Manager, the Chief Financial Officer, the City's Director of Finance and Procurement, and the City Attorney (any of the foregoing whether serving in a permanent or interim capacity). C. The term Certificates shall mean the $_, "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202313" authorized by this Ordinance. D. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. 133894294.4 -21- E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. F. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. G. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. H. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. I. The term Depository shall mean an official depository bank of the City. J. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. K. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. L. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. 133894294.4 -22- M. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. N. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations or Subordinate Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates and the Tax-Exempt Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and(ii)obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Certificates remain Outstanding. P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original principal amount of$3,000,000; and (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the original amount of$10,020,000; and (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original amount of$2,000,000; and (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original amount of$16,430,000; and (5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the original amount of$2,500,000; and (6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A", dated June 1, 2018, in the original amount of$14,315,000; and 133894294.4 -23- (7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2018B", dated June 1, 2018, in the original amount of$7,490,000; and (8) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021A", dated September 1, 2021, in the original amount of$8,485,000; and (9) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021B", dated September 1, 2021, in the original amount of$8,940,000; and (10) Upon issuance, the Certificates and the Tax-Exempt Certificates; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. Q. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured,in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. R. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. S. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. 133894294.4 -24- U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. W. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). X. The term Senior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations currently outstanding or hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. Y. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of any Inferior Lien Obligations hereafter issued by the City and the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Z. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. AA. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. BB. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net 133894294.4 -25- Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. CC. The term System shall mean a plant, composting process plant,incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. DD. The term Tax Exempt Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023[A]", authorized and issued pursuant to an ordinance adopted concurrently herewith. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment,redemption, and retirement of the Certificates,there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023B INTEREST AND SINKING FUND" (the Certificate Fund, which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City,be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any 133894294.4 -26- law, including investments held in book-entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Lew. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and 133894294.4 -27- (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Senior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Subordinate Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any 133894294.4 -28- Inferior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations,including the Certificates and the Tax-Exempt Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of the (i) any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State 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 Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System 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 and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are 133894294.4 -29- 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. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay,together with any other lawfully available funds, all operating,maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i)the interest on and principal of any Senior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (ii)the interest on and principal of any Subordinate Lien Obligations currently outstanding hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (iii)the interest on and principal of any Inferior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, 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. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth 133894294.4 -30- in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Senior Lien Obligations - Subordinate Lien Obligations — Inferior Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Senior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates and any Inferior Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Inferior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations or Subordinate Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, the Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), 133894294.4 -31- shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Senior Lien Obligations, Subordinate Lien Obligations, and the Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 22. Application of the Covenants and Agreements of the Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obli ag tions. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations,the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as appropriate. SECTION 23. Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. 133894294.4 -32- In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and,if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. 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 Certificates. 133894294.4 -33- SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder),in accordance with the provisions of an Official Bid Form(the Oficial Bid Form), dated 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of$ (including the Purchasers' compensation of $ ), and no accrued interest, and is hereby approved and confirmed. The Initial Certificate shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Certificates whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance,upon payment therefor in accordance with the terms of the Official Bid Form. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest, if any, shall be deposited into the Certificate Fund. (2) The City received a [net] reoffering premium from the sale of the Certificates, $ of which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ shall be deposited into the Certificate Fund as the rounding amount, (3) $ shall be deposited to the special construction account as specified in paragraph 3 as described below, and(4) $ to pay the remaining costs of issuance. (3) The balance of the proceeds derived from the sale of the Certificates (being the par amount of the Certificates in the amount of$ and a portion of the reoffering premium in the amount of$ ) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates and used to pay costs of such projects. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. 133894294.4 -34- SECTION 27. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated December 15, 2020, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Each Authorized Official is hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates SECTION 28. Taxable Obligations. The Certificates are not"state or local bonds" within the meaning of section 103(a)and(c)of the Internal Revenue Code of 1986, as amended;therefore, the interest on the Certificates is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 29. Control and Custody of Certificates. The Mayor of the City 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 Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 30. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, 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 Certificates or the principal amount(s)thereof at Stated Maturity or to the redemption 133894294.4 -35- 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 that 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 Certificates, or the principal amount(s)thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Certificates. As and to the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Certificates 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 City expressly reserves the right to call the defeased Certificates for redemption; (2)gives notice of the reservation of that right to the owners of the defeased Certificates 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 Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 31. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, Austin, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with 133894294.4 -36- appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 32. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 33. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 34. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,including the curing of any ambiguity,inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however,that,without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, 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, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 35. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 36. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 37. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 38. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the 133894294.4 -37- application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 39. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 40. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 41. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 42. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 43. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 44. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 45. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: FMMA means the MSRB's Electronic Municipal Market Access system, accessible by the 133894294.4 -38- general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the Issuer's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2023,financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i)prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally,upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. 133894294.4 -39- C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and 133894294.4 -40- (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 133894294.4 -41- No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format, Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. 133894294.4 -42- Because the issuance of the Certificates is subject to the provisions of the Rule and because the potential "underwriters" in a negotiated sale of the Certificates or the initial purchasers in a competitive sale of the Certificates may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit E,with which the Issuer shall follow to assure compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the Issuer's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the Issuer and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Representative is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Representative to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 46. Book-Entry Only System. The Certificates shall 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 Certificates shall be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, 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 Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede& Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new 133894294.4 -43- nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word"Cede& Co."in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede& Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate 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 Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 47. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 48. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Certificates issued (or to be issued)pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Certificates, such budget entries shall, upon the issuance of Certificates,be automatically adjusted to reflect actual debt service payments on those Certificates coming due during the period of time covered by such budget. Each 133894294.4 -44- Authorized Representative, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 49. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 50. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and any other applicable law, the Governing Body, hereby delegates to each Authorized Representative other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, or any other contract that is determined by an Authorized Representative (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 Certificates 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 51. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 133894294.4 -45- PASSED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney (CITY SEAL) Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202313, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo 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 13th day of June, 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 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor S-3 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B — Official Bid Form Exhibit C—Description of Annual Financial Information Exhibit D—DTC Letter of Representations Exhibit E— General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 133894294.4 Index-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 133894294.4 A-1 EXHIBIT B OFFICIAL BID FORM SEE TAB NO. 133894294.4 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) [The City's audited financial statements for the most recently concluded fiscal year of the general type or to the extent these audited financial statements are not available,the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information").] Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 133894294.4 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 133894294.4 D-1 EXHIBIT E GENERAL POLICIES AND PROCEDURES CONCERNING COMPLIANCE WITH THE RULE I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of the Ordinance. Certificates refer to the Certificates that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019,the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies,processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the Issuer's compliance with the Rule. III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 44C of the Ordinance, which provisions are a part of the Undertaking. IV. The Issuer is aware that"participating underwriters" (as such term is defined in the Rule) of the Certificates must make inquiry and reasonably believe that the Issuer is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The Issuer now establishes the following general policies and procedures(the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the Issuer's informal policies,procedures, and processes utilized prior to the Effective Date for compliance with the Issuer's obligations under the Rule,the advice from and discussions with the Issuer's internal senior staff(including staff charged with administering the Issuer's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Chief Financial Officer or the Director of Finance and Procurement(the Compliance Officer) shall be responsible for satisfying the Issuer's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the Issuer's information of the type described in Section 44B of the Ordinance; 133894294.4 E-I 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 44C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the Issuer, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the Issuer, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Certificates; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any Issuer agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the Issuer; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the Issuer's internal staff identified by the Compliance Officer to assist with the Issuer's satisfaction of the terms and provisions of the Undertaking. 133894294.4 E-2 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Tax Notes CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Limited Tax Notes, Series 2023", for street improvements in an amount not to exceed $3,500,000; levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the notes; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $3,500,000 of Tax Notes to complete street reconstruction projects. The amount of tax note issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the tax notes to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the tax notes subject to the following parameters: 1) The principal amount in total of all tax notes sold may not exceed $3,500,000. 2) The true interest rate shall not exceed 4.75% per year. 3) Maximum maturity of March 1 , 2030. The City's bond counsel has confirmed that the City can delegate the sale of the tax notes to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. The issuance of these tax notes will complete the funding needed for the street reconstruction of Gollihar Road between Greenwood and Crosstown Expressway. This project was included in the 2018 bond but due to current costs in excess of the original estimates, there is a gap in funding of approximately $3.33M. Tax notes are a shorter- term debt option with a maximum term of seven years. Issuing tax notes is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the notes is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $3,500,000 in tax note proceeds for use to complete the funding needed for street reconstruction projects. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023" FOR STREET IMPROVEMENTS IN AN AMOUNT NOT TO EXCEED $3,500,000, LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE OBLIGATIONS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE OBLIGATIONS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND AN OFFICIAL BID FORM; COMPLYING WITH THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE NOTES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, pursuant to the provisions of Chapter 1431, as amended, Texas Government Code (the Act), the City Council (the Governing Body) of the City of Corpus Christi, Texas (the City or the Issuer) is authorized and empowered to issue anticipation notes to pay contractual obligations incurred or to be incurred for the construction of any public works, for the purchase of materials, supplies, equipment, machinery, buildings, lands, and rights-of-way for the Issuer's authorized needs and purposes, and for professional services, including services provided by tax appraisal engineers, engineers, architects, attorneys, auditors, mapmakers, financial advisors, and fiscal agents; and WHEREAS, in accordance with the provisions of the Act, the Governing Body hereby finds and determines that anticipation notes should be issued and sold at this time to finance the costs of paying contractual obligations to be incurred for (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs,which are the responsibility of the City's utility system); (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects; and 135633734.3 WHEREAS, the Governing Body hereby finds and determines that the issuance of anticipation notes is in the best interests of the residents of the Issuer, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. General obligation notes of the Issuer shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023" (the Obligations), for the purpose of providing funds for (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs,which are the responsibility of the City's utility system); (2) the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, all in conformity with the laws of the State of Texas, particularly Chapters 1431 and 1371, as amended, Texas Government Code, an ordinance adopted by the Governing Body on June 13, 2023, and the City's Home Rule Charter. As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 1371), each Pricing Officer (defined herein) is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering the obligations as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for the obligations: A. the aggregate principal amount of the obligations, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for the obligations; C. the Note Date for the obligations; D. whether the obligations are sold pursuant to a competitive or negotiated sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the obligations; F. whether or not to issue the obligations on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of the obligations; G. the pricing of the obligations, including use of premium, discount, underwriters' compensation, and costs of issuance; and 135633734.3 2 H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the obligations, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval,replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Obligations shall be issued within the following parameters: A. the principal amount of the Obligations issued hereunder shall not exceed $3,500,000; B. the maximum maturity of the Obligations shall not occur later than March 1, 2030; C. the true interest cost on the Obligations shall not exceed a rate greater than 4.75% per annum; and D. the Obligations hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of a particular series of Obligations may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to a series of obligations, to complete and execute an Approval Certificate, in substantially the form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the Obligations by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the Obligations pursuant to the delegated authority granted hereunder and to reflect such final terms for the Obligations, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Obligations then being issued, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, and (C) such other necessary technical modifications to this Ordinance(including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the Obligations that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Obligations hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the Obligations shall not be delivered unless prior to delivery, the Obligations have been rated by a nationally recognized rating agency for municipal securities in one(1)of the four(4)highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Dated Date. The Obligations shall be issued as fully registered obligations, without coupons, shall be dated July 11, 2023 (the Dated Date), and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), and the 135633734.3 3 Obligations shall be lettered"R" and numbered consecutively from One (1)upward, and principal shall become due and payable on March 1 in each of the years and in principal amounts(the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (hereinafter defined) or from the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for, to Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates The Obligations shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on July 11, 2023) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to 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 Obligations shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2024, while the Obligations are Outstanding. SECTION 3: Payment of Obligations - Paying Agent/Registrar. The principal of, premium,if any, and the interest on the Obligations, due and payable by reason of Stated Maturity, shall be payable, without exchange or collection charges to the Holder (as 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 Obligations shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Obligations. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar), to serve as the initial Paying Agent/Registrar for the Obligations is hereby approved and confirmed, and the Issuer 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 Obligations, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the Issuer may prescribe. The Issuer covenants to maintain and provide a Paying Agent/Registrar at all times while the Obligations are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an 135633734.3 4 association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The Issuer 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 Issuer agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Obligations by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Obligations, due and payable by reason of Stated Maturity, or otherwise, shall be payable only to the registered owner of the Obligations appearing on the Security Register (the Holder or Holders) maintained on behalf of the Issuer by the Paying Agent/Registrar as hereinafter provided(i)on the Record Date(hereinafter defined)for purposes of payment of interest on the Obligations, (ii) on the date of surrender of the Obligations for purposes of receiving payment of principal thereof at the Obligations' Stated Maturity, and (iii) on any date for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of an Obligation for purposes of receiving payment and all other purposes whatsoever, and neither the Issuer 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 Obligations shall be payable only upon presentation and surrender of the Obligations to the Paying Agent/Registrar at its corporate trust office. Interest on the Obligations shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Obligations (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 Obligations 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 Obligations was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the Issuer. 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 of an Obligation 135633734.3 5 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: No Redemption. The Obligations are not subject to redemption prior to Stated Maturity. SECTION 5: Execution - Registration. The Obligations shall be executed on behalf of the Issuer by its Mayor or Mayor Pro Tem under the seal of the Issuer reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Obligations may be manual or facsimile. Obligations bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Obligations to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Obligation shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Obligation 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 Obligation shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Obligations - Predecessor Obligations. A Security Register relating to the registration, payment, transfer, or exchange of the Obligations shall at all times be kept and maintained by the Issuer at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Obligations, or, if appropriate, the nominee thereof, issued under and pursuant to the provisions of this Ordinance. Any Obligation may,in accordance with its terms and the terms hereof,be transferred or exchanged for Obligations of other authorized denominations upon the Security Register by the Holder,in person or by his duly authorized agent, upon surrender of such Obligation 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 Obligation at the corporate trust office of the Paying Agent/Registrar,the Issuer shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Obligations of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Obligation or Obligations surrendered for transfer. At the option of the Holder, Obligations may be exchanged for other Obligations of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Obligations surrendered for exchange upon surrender 135633734.3 6 of the Obligations to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Obligations are so surrendered for exchange, the Issuer shall execute, and the Paying Agent/Registrar shall register and deliver, the Obligations to the Holder requesting the exchange. All Obligations issued upon any transfer or exchange of Obligations 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 Issuer, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Obligations surrendered upon such transfer or exchange. All transfers or exchanges of Obligations 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. Obligations canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Obligations, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Obligation or Obligations registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Obligations shall include any Obligation registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Obligation which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Obligation. SECTION 7: Initial Obligation. The Obligations herein authorized shall be initially issued as a single fully registered Obligation in the aggregate principal amount of$_ with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the Initial Obligation), and the Initial Obligation shall be registered in the name of the Purchasers (defined herein) or the designee thereof. The Initial Obligation shall be the Obligation submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Obligation,the Paying Agent/Registrar, pursuant to written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Obligation delivered hereunder and exchange therefor Definitive Obligations of like kind and of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Obligations, 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 Obligations shall be substantially in the 135633734.3 7 forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Obligations, or any Stated Maturities thereof, are insured, and any reproduction of an opinion of Bond Counsel (hereinafter referenced))thereon as may, consistent herewith,be established by the Issuer or determined by the officers executing the Obligations as evidenced by their execution thereof. Any portion of the text of any Obligation may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Obligation. The definitive Obligations 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 Obligations as evidenced by their execution thereof, but the Initial Obligation submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 135633734.3 8 B. Form of Definitive Obligations. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the Issuer), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount specified above, and to pay interest on the unpaid Principal Amount hereof from the Closing Date, anticipated to occur on or about July 11, 2023, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for,to Stated Maturity,while Outstanding, 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 of each year(each, an Interest Payment Date) commencing March 1, 2024. Principal on this Obligation 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 Obligation(or one or more Predecessor Obligations, as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation 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. 135633734.3 As specified in the Ordinance,the Obligations are not subject to redemption prior to Stated Maturity. This Obligation is one of the series specified in its title issued in the aggregate principal amount of$� (the Obligations)pursuant to an ordinance adopted by the Governing Body of the Issuer (the Ordinance), for the purpose of (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs,which are the responsibility of the City's utility system); (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, all in conformity with the laws of the State of Texas, including Chapters 1431 and 1371, as amended, Texas Government Code, an ordinance adopted by the Governing Body on June 13, 2023, and the City's Home Rule Charter. The Obligations of this series are payable from the proceeds of an annual ad valorem tax levied upon all taxable property within the Issuer within the limitations prescribed by law. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Obligations; the terms and conditions relating to the transfer or exchange of the Obligations;the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Obligation may be discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Obligation, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Obligations of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Obligation as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner hereof for all other purposes, and neither the Issuer nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days 135633734.3 10 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 Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five(5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Obligation in order to render the same a legal, valid, and binding obligation of the Issuer 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 Ordinance, and that issuance of the Obligations 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 Obligations by the levy of a tax as aforestated. In case any provision in this Obligation 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 Obligation and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF,the Issuer has caused this Obligation to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) 135633734.3 1 1 [The remainder of this page intentionally left blank.] 135633734.3 12 C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Obligation 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 Obligation 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 Obligations. D. *Form of Certificate of Paying Agent/Registrar to Appear on Definitive Obligations Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Obligation has been duly issued under the provisions of the within-mentioned Ordinance; the Obligation or Obligations of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Obligations. 135633734.3 13 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 Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Obligation 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 Obligation in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 135633734.3 14 F. Form of Initial Obli ag tion. The Initial Obligation shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Obligation shall be modified as follows: (i) immediately under the name of the Obligation the headings "Interest Rate " and "Stated Maturity " shall both be completed "as shown below"; (ii) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas(the Issuer), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof). and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on July 11, 2023) or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for,to Stated Maturity, while Outstanding, 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, (each, an Interest Payment Date) commencing March 1, 2024. Principal of this Obligation shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, to Stated Maturity, while Outstanding, at the corporate trust office The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Obligation 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 Obligation 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. 135633734.3 15 [END OF FORMS] A. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers for the Obligations, the definitive Obligations and the Initial Obligation shall bear an appropriate legend as provided by the bond insurer under the appropriate heading as follows: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (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 Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Finance and Procurement, City Secretary, and City Attorney of the City. B. The term City or the Issuer shall mean the City of Corpus Christi, Texas located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the Governing Body of the Issuer. C. The term Closing Date shall mean the date of physical delivery of the Initial Obligation in exchange for the payment in full by the Purchasers. D. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be prepaid as to principal prior to Stated Maturity. E. The term Depository shall mean an official depository bank of the Issuer. F. 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 135633734.3 16 state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Obligations. G. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Obligation. H. The term Interest Payment Date shall mean the date interest is payable on the Obligations, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Obligations remain Outstanding. I. The term Obligation Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. J. The term Obligations shall mean the $_, "CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023" authorized by this Ordinance. K. The term Ordinance shall mean this ordinance finally adopted by the Governing Body of the Issuer on June 13, 2023. L. The term Outstanding when used in this Ordinance with respect to Obligations shall mean, as of the date of determination, all Obligations issued and delivered under this Ordinance, except: (1) those Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Obligations for which payment has been duly provided by the Issuer in accordance with the provisions of Section 21 of this Ordinance; and (3) those Obligations that have been mutilated, destroyed, lost, or stolen and replacement Obligations have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). N. The term Purchasers shall mean the initial purchasers of the Obligations named in Section 18 of this Ordinance. O. The term Series 2023 Bonds shall mean the"City of Corpus Christi, Texas General Improvement Bonds, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. 135633734.3 17 P. The term Series 2023 Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A", authorized and issued pursuant to an ordinance adopted concurrently herewith. Q. The term Stated Maturity shall mean the annual principal payments of the Obligations payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Obligation Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment and retirement of the Obligations, there shall be and is hereby created a special Fund to be designated "LIMITED TAX NOTES, SERIES 2023, INTEREST AND SINKING FUND" (the Obligation Fund), which Fund shall be kept and maintained at the Depository, and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 19. Authorized Officials of the Issuer are hereby authorized and directed to make withdrawals from the Obligation Fund sufficient to pay the principal of,premium, if any, and interest on the Obligations as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Obligation Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Obligations, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Obligations. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any Fund created and established pursuant to the provisions of this Ordinance may, at the option of the Issuer, may be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured(to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Obligations. SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements on the Obligations being (i) the interest on the Obligations and (ii) a sinking fund for their 135633734.3 18 redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Obligations or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the Issuer, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Obligation Fund and are thereafter pledged to the payment of the Obligations. The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the Issuer. SECTION 12: Deposits to Obligation Fund — Surplus Obligation Proceeds. The Issuer hereby covenants and agrees to cause to be deposited in the Obligation Fund prior to a principal and interest payment date for the Obligations, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Obligations as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received from the Purchasers of the Obligations shall be deposited to the Obligation Fund. In addition, any surplus proceeds from the sale of the Obligations, including investment income thereon, not expended for authorized purposes, as described in Section 1 hereof, shall be deposited in the Obligation Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Security for Funds. All money on deposit in the Funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State 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 Ordinance. SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the event the Issuer (a) defaults in the payments to be made to the Obligation Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Obligations shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the Issuer and other officers of the Issuer to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may 135633734.3 19 be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15: Notices to Holders —Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16: Cancellation. All Obligations surrendered for payment, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for cancellation any Obligations previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Obligations so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Obligations held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer. SECTION 17: Mutilated, Destroyed, Lost, and Stolen Obligations. If (1) any mutilated Obligation is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Obligation, and(2)there is delivered to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent/Registrar that such Obligation has been acquired by a bona fide purchaser, the Issuer shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Obligation, a new Obligation of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Obligation has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Obligation, pay such Obligation. Upon the issuance of any new Obligation or payment in lieu thereof, under this Section, the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. 135633734.3 20 Every new Obligation issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Obligation shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Obligation shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Obligations. 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 Obligations. SECTION 18: Sale of Obligations—Authorization of Official Bid Form—Approval of the Official Statement— Use of Obligation Proceeds. The Obligations authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder),in accordance with the provisions of an Official Bid Form(the Oficial Bid Form), dated 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of$ (including the Purchasers' compensation of $ ), and no accrued interest and is hereby approved and confirmed. The Initial Obligation shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Obligations whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Obligations are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this Governing Body, and in regard to the approval and execution of the Official Bid Form, the Governing Body hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Obligations to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Official Bid Form. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Obligations. The final Official Statement,being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2023 in the reoffering, sale and delivery of the Obligations to the public. The Mayor, Mayor Pro Tem, and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the Governing Body and constitute the Official 135633734.3 21 Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Obligations. Proceeds from the sale of the Obligations shall be applied as follows: (1) Accrued interest, if any, received from the Purchasers shall be deposited into the Obligation Fund. (2) The balance of the proceeds derived from the sale of the Obligations (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Obligations. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Obligations pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 12 of this Ordinance. SECTION 19: Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date shall mean the date of physical delivery of the Initial Obligation in exchange for the payment in full by the Purchasers. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Obligations. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Obligations are invested and which is not acquired to carry out the governmental purposes of the Obligations. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal 135633734.3 22 Revenue Code of 1954, which are applicable to the Obligations. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Obligations, the Series 2023 Bonds, and the Series 2023 Certificates, combined as a single issue, has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Issuer shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Obligations to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Issuer receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Obligation, the Issuer shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Obligations to become"private activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder,the Issuer shall at all times prior to the last Stated Maturity of Obligations: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Obligations, and not use or permit the use of such Gross Proceeds(including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Obligations or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the Issuer or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Obligations to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and 135633734.3 23 rulings thereunder, the Issuer shall not use Gross Proceeds of the Obligations to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (i)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (ii) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or(iii) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Obligations to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Obligations directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Obligations. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any action which would cause the Obligations to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Issuer shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The Issuer shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Obligation is discharged. However, to the extent permitted by law, the Issuer may commingle Gross Proceeds of the Obligations with other money of the Issuer, provided that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Issuer shall calculate the Rebate Amount in accordance with rules set forth in section 148(f)of the Code and the Regulations and rulings thereunder. The Issuer shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Obligations until six years after the final Computation Date. (3) As additional consideration for the purchase of the Obligations by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners 135633734.3 24 thereof for federal income tax purposes, the Issuer shall pay to the United States out of the Obligation Fund or its general fund, as permitted by applicable Texas statute,regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Obligations equals (i)in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038- T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The Issuer shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter(and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Obligations, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Obligations not been relevant to either party. J. Obligations Not Hedge Bonds. (1) The Issuer reasonably expects to spend at least 85% of the spendable proceeds of the Obligations within three years after such Obligations are issued. (2) Not more than 50% of the proceeds of the Obligations will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The Issuer hereby directs and authorizes any Authorized Official and Bond Counsel, either or any combination of the foregoing,to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Obligations. Such elections shall be deemed to be made on the Closing Date. SECTION 20: Control and Custody of Obligations. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Obligations pending their approval by the Attorney General of the State of Texas, the registration 135633734.3 25 thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Obligations to the Purchasers. Furthermore, any Authorized Official, either or all, are hereby authorized and directed to furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Obligations, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the Issuer's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Obligation to the Purchasers and the initial exchange thereof for definitive Obligations. SECTION 21: Satisfaction of Obligation of Issuer. If the Issuer 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 Obligations, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the Issuer to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Obligations, 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 Obligations or the principal amount(s) thereof at Stated Maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Obligations, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof. In the event of a defeasance of the Obligations, the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Obligations. To the extent applicable (if at all), the Issuer 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 Obligations to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 19 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Obligations, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Obligations and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Obligations, such money was deposited and is held in trust to pay shall upon the request of the Issuer be remitted to the Issuer against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. 135633734.3 26 SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Obligations is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Obligations, said opinion to be dated and delivered as of the date of initial delivery and payment for such Obligations. Printing of a true and correct copy of this opinion on the reverse side of each of the Obligations, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the Issuer is hereby approved and authorized. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Obligations. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Obligations shall be of no significance or effect as regards the legality thereof, and neither the Issuer nor attorneys approving said Obligations as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Obligations. SECTION 24: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 25: Ordinance a Contract; Amendments - Outstanding Obligations. The Issuer acknowledges that the covenants and obligations of the Issuer herein contained are a material inducement to the purchase of the Obligations. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the Issuer and its successors and assigns, and shall not be amended or repealed by the Issuer so long as any Obligation remains Outstanding except as permitted in this Section. The Issuer may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Issuer may, with the written consent of Holders holding a majority in aggregate principal amount of the Obligations then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however that, without the consent of all Holders of Outstanding Obligations, 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 Obligations, 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, or interest on the Obligations, (2) give any preference to any Obligation over any other Obligation, or (3) reduce the aggregate principal amount of Obligations required for consent to any such amendment, addition, or rescission. SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the Issuer,Bond Counsel, the Paying Agent/Registrar, and the Holders. SECTION 27: Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. 135633734.3 27 SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 29: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 30: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 32: Authorization of Paying Agent/Registrar Agreement. The Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Obligations. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 33: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is finally adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. 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 Ordinance shall be given in such other manner and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 35: No Recourse Against Issuer Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Obligation or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Obligation. SECTION 36: Continuing Disclosure Undertaking. A. Definitions. 135633734.3 28 As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the City's continuing disclosure undertaking, described in Subsections B through F below, hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2023,financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 18 of this Ordinance,being the information described in Exhibit D hereto, and(2)if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. 135633734.3 29 If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Obligations to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) Modifications to rights of holders of the Obligations, if material; (8) Obligation calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Obligations, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; 135633734.3 30 (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Obligations within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Obligations to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Obligations, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Obligations at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY OBLIGATION OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM 135633734.3 31 ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Obligations in the primary offering of the Obligations in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Obligations consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Obligations. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Obligations in the primary offering of the Obligations, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. 135633734.3 32 E. Information Format—Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Obligations is subject to the provisions of the Rule and because the potential "underwriters" in a negotiated sale of the Obligations or the initial purchasers in a competitive sale of the Obligations may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the "Policies and Procedures"), attached hereto as Exhibit E,with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 37: Book-Entry Only System. The Obligations 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 Obligations shall be issued (following cancellation of the Initial Obligation described in Section 7) in the form of a separate single definitive Obligation. Upon issuance, the ownership of each such Obligation shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Obligations shall be registered in the name of Cede & Co., as the nominee of DTC. The Issuer 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 C (the Representation Letter). 135633734.3 33 With respect to the Obligations registered in the name of Cede& Co., as nominee of DTC, the Issuer 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 Obligations from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Obligations (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer 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 Obligations, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Obligations, as shown on the Security Register, of any notice with respect to the Obligations, 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 an Obligation, of any amount with respect to principal of, premium, if any, or interest on the Obligations. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, or interest on the Obligations pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word"Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the Issuer 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 Issuer determines that it is in the best interest of the beneficial owners of the Obligations that they be able to obtain certificated Obligations, the Issuer shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Obligations shall no longer be restricted to being registered in the name of Cede& Co., as nominee of DTC. At that time,the Issuer may determine that the Obligations shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Issuer, or such depository's agent or designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities depository system then the Obligations may be registered in whatever name or names the Holders of Obligations transferring or exchanging the Obligations shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Obligation 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 Obligation and all notices with respect to such Obligation shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 38: Reserved. SECTION 39: Further Procedures. The officers and employees of the Issuer 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 135633734.3 34 and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Obligations,the Paying Agent/Registrar Agreement,the Official Bid Form, and the Official Statement. In addition, prior to the initial delivery of the Obligations, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or(iii)obtain the approval of the Obligations by the Texas Attorney General's office. In case any officer of the Issuer 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 40: Contracts with Financial Advisor. The Governing Body authorizes the Mayor and/or the City Manager, or their designees, to take all actions necessary to execute any necessary financial advisory contracts with Specialized Public Finance, Inc., as the financial advisor to the City (the Financial Advisor). The City understands that under applicable federal securities laws and regulations that the City must have a contractual arrangement with its Financial Advisor relating to the sale, issuance, and delivery of the Obligations. SECTION 41: Issuer's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the Issuer hereby consents to and authorizes any Authorized Representative, Bond Counsel to the Issuer, and/or Financial Advisor to the Issuer to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Obligations; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Obligations. SECTION 42: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 135633734.3 35 PASSED, APPROVED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's tax notes, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) Signature page to the Ordinance S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo 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 13th day of June, 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 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature page to the Ordinance S-3 INDEX TO EXHIBITS Exhibit A....................Paying Agent/Registrar Agreement Exhibit B....................Official Bid Form Exhibit C....................DTC Letter of Representations Exhibit D................... Description of Annual Financial Information Exhibit E................... General Policies and Procedures Concerning Compliance with the Rule Signature page to the Ordinance S-3 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 135633734.3 A-1 EXHIBIT B Official Bid Form See Tab No. 135633734.3 B-1 EXHIBIT C DTC Letter of Representations See Tab No. 135633734.3 C-1 EXHIBIT D Description of Annual Financial Information The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City attached to the Official Statement as Appendix B, but for the most recently concluded fiscal year. (2) The information of the type included in Tables 1 through 6 and 8 through 15 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 135633734.3 D-1 EXHIBIT E General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 36 of the Ordinance. "Notes" refer to the Notes that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule(the"Effective Date"), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City's compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date (the "Rule Amendment") and has accommodated this amendment by adding paragraphs (15) and (16) to Section 36C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that"participating underwriters" (as such term is defined in the Rule) of the Notes must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the "Policies and Procedures") for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City's informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the City's obligations under the Rule, the advice from and discussions with the City's internal senior staff (including staff charged with administering the City's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the"Compliance Team"): 1. the Chief Financial Officer and Director of Finance and Procurement of the City (each, a "Compliance Officer") shall be responsible for satisfying the City's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or"tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the City's information of the type described in Section 36B of the Ordinance; 135633734.3 E-1 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 36C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and(upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Notes; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration,termination event,modification of terms, or other similar events under the terms of any Financial Obligation, the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City's internal staff identified by the Compliance Officer to assist with the City's satisfaction of the terms and provisions of the Undertaking. 135633734.3 E-2 0'� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikemaa-cctexas.com (361) 886-2601 Bullet-Resistant Shields for the Corpus Christi Police Department CAPTION: Motion authorizing the purchase of 41 bullet-resistant shields from GT Distributors, Inc. of Austin, Texas, through BuyBoard Cooperative, for the Corpus Christi Police Department in the amount of $154,059.50, with funding from the Police Grants Fund. SUMMARY: This motion authorizes the purchase of 41 bullet-resistant shields for the Corpus Christi Police Department from GT Distributors Inc., of Austin, Texas. This purchase is based on the State of Texas, Criminal Justice Division, Bullet-Resistant Shield Grant Program, which equips law enforcement officers with bullet-resistant shields. BACKGROUND AND FINDINGS: The funds that will be used to purchase the 41 bullet-resistant shields for the Corpus Christi Police Department (CCPD) were received from the Bullet-Resistant Shield Grant Program. The purpose of this grant program is to equip law enforcement officers with bullet-resistant shields that are compliant with the National Institute of Justice's (NIJ) standards. The shields being purchased from GT Distributors, Inc. meet NIJ's criterion, as verified by the State of Texas as part of the grant's requirements. These shields are needed by CCPD because CCPD currently does not have bullet-resistant shields that will fit in the trunk of its patrol vehicles. Also, these bullet-resistant shields can more easily be carried by sworn officers into an incident, unlike CCPD's Special Weapons and Tactics (SWAT) team's much heavier and bulkier riot shields. Furthermore, the bullet-resistant shields will help sworn officers defend against rifle rounds, not just handgun rounds. Once received, the 41 bullet-resistant shields will be strategically placed in individual CCPD police units. This is the first time that the City applied for and received this grant, as it was the first time that the State offered this grant. CCPD also has submitted another grant request for funding to be used for the purchase of additional bullet-resistant shields. However, notice of the grant award is pending and not expected until later this year. PROCUREMENT DETAIL: This procurement is through the BuyBoard Cooperative. Contracts awarded through the BuyBoard Purchasing Cooperative have been competitively procured in compliance with local and state procurement requirements. GT Distributors, Inc. is a frequent and historical supplier to the Corpus Christi Police Department. Through competitive lower costs, product availability, and lead times, GT Distributors, Inc. has been able to reliably supply CCPD with their equipment needs. CCPD has been and remains satisfied with GT Distributors, Inc.'s service and quality control of products. The bullet resistant shields offered through GT Distributors, Inc. are compliant with the National Institute of Justice's (NIJ) standards, as required by the Bullet-Resistant Shield Grant Program. GT Distributors, Inc. offers 41% discount pricing through the BuyBoard cooperative contract. In comparison to other competitive price quotes from the BuyBoard that were received by the City, they have reduced pricing by 48%. UNIT GT Distributors, Inc. Galls Safariland Price Per Unit $3,750 $5,559 $7,995 Price for 41 Units $153,750 $227,912 $327,795 ALTERNATIVES: The alternative is not to purchase the shields and then the funding would be returned to the State. However, CCPD needs these shields in order to keep adequate supply numbers for availability to sworn officers. If this purchase is not approved, it will delay the supply and issuance of the shields to sworn officers who need them while on patrol. FISCAL IMPACT: The fiscal impact for FY 2023 will be to the Police Grants Fund which provides $154,059.50 for the purchase. FUNDING DETAIL: Fund: 1061 Account: 520090 Organization/Activity: 822911S Amount: $154,059.50 RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase from GT Distributors inc., of Austin, for the purchase of 41 bullet resistant shields for the Corpus Christi Police Department, as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet PRICE SHEET QTE0164439 GT Distributors - Austin 1124 New Meister Ln., Ste 100 tri(9putors, Pflugerville TX 78660 O�S (512) 451-8298 Ext. 0000 Bill To: Ship To: Corpus Christi, City of(TX) Corpus Christi Police Department Attn: Accounts Payable Div. - 4th FI. Attn: Lillian Pennick PO Box 9277 4510 Corona Corpus Christi TX 78469 Corpus Christi TX 78411 Purchase Order No. Customer ID Sales erson ID IShippina Method Pa ment Terms ea Ship Date Master No. 230320 SHIELDS 1000608 1 KE IFACTORY DIRECT I NET 15 0/0/0000 21674,989 Quantity Item Number Descri tion UOM Unit Price Ext. Price 41 PTA-1352071* Assault III VP 20x36 Horizontal Handle EA $3,750.00 $153,750.00 MSRP: $7,500.00 Discount: 41.1% 1 NOTE Each $0.00 $0.00 Quotation reflects BuyBoard Contract 698-23. Contract period 4/1/23-3/31/24. Email BuyBoard PO's to info@buyboard.com QUOTE IS GOOD FOR 30 DAYS. IN ORDER TO RECEIVE QUOTED PRICE Subtotal $153,750.00 PLEASE PRESENT A COPY OF QUOTE AT POINT OF SALE IN STORES OR Misc $0.00 REFERENCE QUOTE NUMBER ON PO OR REQUISITION Tax $0.00 Your salesperson is Kirby Evans. Thank You. Frei ht $309.50 LillianP@cctexas.com Total $154,059.50 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 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 Security Access Control, ID Badging Systems Services and Repair Services CAPTION: Motion authorizing execution of a three-year service agreement with Total Protection, Inc., through the GoodBuy Purchasing Cooperative, for security access control, ID badging systems services, and repairs for City facility access control in an amount not to exceed $511 ,080.00, with FY 2023 funding of $42,590.00 from various department funds. SUMMARY: This three-year contract will continue maintenance and repair services on the existing access control systems at City-owned facilities, consolidating all Total Protection access control service agreements for all city departments. BACKGROUND AND FINDINGS: Total Protection, a local woman-owned HUB business, installed the existing security access control system throughout City facilities which require controlled access to buildings. This system provides single-card access to City buildings and facilities. Consolidating the five service agreements with Asset Management, Utilities, Marina, Public Works and Human Resources through Information Technology (IT) will result in more timely repairs by establishing lines of communication and authorization to ensure 24/7 IT response to security issues. IT will incorporate preventative maintenance protocols and establish a procedure to replace end-of-life equipment for all city departments. PROCUREMENT DETAIL: This procurement is being facilitated through the Goodbuy Cooperative. Contracts awarded through the Goodbuy Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. Total Protection, a local woman-owned HUB business, has provided a quality product with excellent customer service for 20 years. Since the infrastructure for Access Control throughout the City is built using Total Protection's hardware and software, changing to a new vendor would require a significant investment in new hardware and software supplied by the new vendor. Total Protection's participation in the Good Buy cooperative program provides the City with competitive rates and allows us to continue using the current infrastructure. IT will continue to monitor the market for changes in technology. If future circumstances arise which prove that investing in a new infrastructure with a new provider is in the best interest of the City, IT will bring forth a proposal for replacement at that time. ALTERNATIVES: An alternative is to use a manual locking system, which poses a risk if keys or lock combinations are lost or compromised, or if gates are inadvertently or intentionally left unlocked. FISCAL IMPACT: The fiscal year 2023 impact for the Departments below is an amount not to exceed $42,590.00. The remaining cost will be budgeted by departments through the annual budget process. FUNDING DETAIL: Various Funds. RECOMMENDATION: Staff recommends approval of this motion authorizing a three-year service agreement with Total Protection, Incorporated as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 �yV SC G° a 0 H SERVICE AGREEMENT NO. 4677 U Access Control and ID Badging Systems Services and ye1852Eo Repair THIS Access Control and ID Badging Systems Services and Repairs Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Total Protection Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Access Control and ID Badging Systems Services and Repairs in response to Request for Bid/Proposal No. Goodbuy #22- 237A000 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Access Control and ID Badging Systems Services and Repairs ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the Contract Administrator or 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. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 3. Compensation and Payment. This Agreement is for an amount not to exceed $511 ,080.00 subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Jesus Hernandez Information Technology Phone: 361-826-3748 Email: jesush6@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Jesus Hernandez Security Operations Officer 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3748 Fax: 361-826-4342 IF TO CONTRACTOR: Total Protection Inc. Attn: Yolanda Longoria President P.O. Box 4855, Corpus Christi, TX 78469 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 Phone: 361-289-2788 Fax: 361-299-0513 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 CONTRACTOR I:qb, cuSigned by: Signature: �aunda (,ain�avia Printed Name: Yolanda Longoria Title: President and CEO Date: 5/19/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. Goodbuy #22-23 7A000 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 Attachment A: Scope of Work A. The Contractor shall furnish labor, supervision, parts, supplies, materials, tools, equipment, and transportation necessary to perform Controlled Door Access, Life Safety Systems and Alarm Repair, maintenance, replacement, and installation for all City locations. B. Work to be performed under this agreement will include, but is not limited to the following: 1 . All associated access control, card readers, electronic locks automatic openers, control panels, integration systems and associated components and software. 2. All associated style mechanical, wireless, biometric, knobs, levers and locks. 3. All associated key systems, exit devices, door closures, controls, holders, stops and mechanical accessories. 4. CCTV, video systems and associated components. 5. Gate entry and operator systems. 6. Security systems. 7. Associated sensors, circuit boards, control panels, electronic and mechanical components. 8. Mag lock systems. 9. Inspections and assessments. 10.Cost-estimating. C. Service repairs shall include all issues related to building access/security system, including gate replacements, repairs, and new gate installation. D. The Contractor shall respond to service requests within two hours of receipt of service request. Service requests shall be submitted via email or phone. E. The Contractor shall provide services between the hours of 8:00am to 5:00pm, Monday through Friday, on an as needed basis. F. The Contractor shall be on site within four hours of receipt of service request. G. The Contractor shall report to Contract Administrator or designee upon arrival to the designated area. Page 1 of 2 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 H. The Contractor shall repair/correct the deficiency within 24 hours of arrival on site and perform inspection to ensure operational functionality. I. Once services have been restored and are operational, the Contractor shall have Contract Administrator or designee test and make sure issue has been resolved. J. The Contractor shall clean any litter made in the area upon completion of the work. K. All parts shall be new and unused. L. If repairs or replacement parts will exceed $1 ,000, the Contractor shall prove a quote. Quote shall include labor, parts, and any other costs associated with the work performed. Page 2 of 2 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 �US C G0 P2 O� � I U ATTACHMENT B: QUOTE/PRICING SCHEDULE P°Kati° CITY OF CORPUS CHRISTI 1852 QUOTE FORM 1. Refer to "Sample Service Agreement" Contract Terms and Conditions before completing quote. 2. Quote your best price, including freight, for each item. 3. In submitting this quote, vendor certifies which the prices in this quote have been arrived at independently, without consultation, communication, or agreement with any other vendor or competitor, for the purpose of restricting competition with regard to prices. Invitation to quote, FOB Destination, Freight Included, on the following: DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL 3 Year Tech Labor 900 HR $105.00 $94,500.00 Tech Helper 410 HR $55.00 $22,550.00 IT Tech Labor 270 HR $110.00 $29,700.00 After Hrs Tech Labor 174 HR $157.50 $27,405.00 After Hrs Tech helper 50 HR $82.50 $4,125.00 Service Call/Service Charge 624 EA $50.00 $31,200.00 Parts $301 ,600.00 Goodbuy Cooperative Number: 22-23 7A000 TOTAL $511 ,080.00 COMPANY: Total Protection, Inc. NAME OF PERSON AUTHORIZED TO SIGN: Yolanda Longoria ADDRESS: P.O. Box 4855 CITY / STATE/ZIP: Corpus Christi, TX 78469 PHONE: 361-289-2788 EMAIL: Yolanda@totalprotection.com FAX: 361-299-0513 DATE: 5/19/2023 Bocn$gfled SIGNATURE: t61n.r,01 TITLE: President and CEO C42F174825C744D... THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. Page 1 of 1 RFQ Revised 4.19.2019 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 Attachment C: Insurance and Bond Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1 . 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. 2. 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 $1 ,000,000 Per Occurrence Including: 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 3. 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. B. ADDITIONAL REQUIREMENTS 1 . Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on Page 1 of 3 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 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. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of 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 4. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, 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. 5. 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. Page 2of3 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 6. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to 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. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. 8. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. No bond is required for this agreement. Page 3 of 3 DocuSign Envelope ID:2BCE098B-7B38-4D91-B236-E09444FA65D8 Attachment D: Warranty Requirements One year warranty on parts and labor. Page 1 of 1 City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Access Control and ID Badging System Service and Repair Goodbuy # 22-23 7A000 Total Protection, Inc. Corpus Christi, TX Item Desciption Qty Cost Total Price 1 Tech Labor 900 $105.00 $94,500.00 2 Tech Helper 410 $55.00 $22,550.00 3 IT Tech Labor 270 $110.00 $29,700.00 4 After Hours Tech Labor 174 $157.50 $27,405.00 5 After Hours Tech Helper 50 $82.50 $4,125.00 6 Service Calls 624 $50.00 $31 ,200.00 7 Parts $301,600.00 Total $511,080.00 se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 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 JoshC2�cctexas.com (361) 826-3169 Splunk Licenses CAPTION: Motion authorizing execution of Amendment #1 to the service agreement with SHI Government Solutions for $68,919.64 to renew Splunk data analysis software licenses for a one-year term, with FY 2023 funding from the Information Technology Fund. SUMMARY: This motion authorizes an amendment with SHI Government Solutions for the purchase of Splunk Licenses. SHI is nationally certified as a woman- and minority-owned business and is providing a discount of 13.85% from MSRP. BACKGROUND AND FINDINGS: The City is currently using Splunk Licenses which are up for renewal. Splunk is vital software that collects and records all types of information within our computer systems. This includes information related to networking, security and programs for analysis. PROCUREMENT DETAIL: Information Technology in conjunction with the Procurement division of Finance examined other cooperative contracts and service offerings to find the most cost-effective option for the City. Contracts awarded through Cooperatives have been competitively procured in compliance with Texas Local and State procurement requirements. Prices were checked from the TIPS and Sourcewell cooperatives. SHI returned a quote with a higher discount than cooperative pricing, making the SHI bid the best value. Source Discount from MSRP TIPS 8.11% Sourcewell 4.50% SHI 13.85% This purchase has a 13.85% discount for a total cost savings of $11 ,080.36. ALTERNATIVES: An alternative would be not to renew the subscription license and lose daily security alert analytics. FISCAL IMPACT: The fiscal impact for IT in FY 2023 is an amount of$68,919.64 for a one-year subscription license. FUNDING DETAIL: Fund: 5210 Organization/Activity: 40420 IT Tech Infrastructure Service Department: 23 IT Project # (CIP Only): n/a Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing a one-year subscription license with SHI Government Solutions. LIST OF SUPPORTING DOCUMENTS: Amendment No. 1 Price Sheet City of Corpus Christi Price Sheet Buyer: Desirree Ortiz Splunk Licenses SHI Austin, TX Item Description Qty Cost Total 1 Splunk Yearly Subscription 1 $ 68,919.64 $ 68,919.64 Total $ 68,919.64 City of Corpus Christi Cost Analysis Buyer: Desirree Ortiz MSRP SHI DIR Sourcewell TIPS Carahsoft DIR Cost 80,000.00 68,919.64 76,400.00 73,514.28 78,800.00 Savings $ 11 ,080.36 3,600.00 6,485.72 1 ,200.00 Savings % from MSRP 13.85% 4.50% 8.11% 1 .50% DocuSign Envelope ID: D98DE83B-D597-41CB-9A63-9ECCA97E5D3C 4 o Amendment #1 v Finance & Procurement NORPn P PY 1852 Date: May 23, 2023 Agreement #: 83921 - Splunk Licenses and Support Contractor/Consultant: SHI Government Solutions, Inc. Current Amount: $197,149.42 I. The City and Contractor executed the above-referenced Agreement, effective April 30, 2020, for a term of three years ending April 29, 2023; however, the parties have remained, and continue to remain, mutually engaged pursuant to the existing Agreement. Therefore, in order to align a new one-year renewal of the Services with the original term ending date of April 29, 2023, the Contractor agreed to extend the Services for an additional two months (now ending June 30, 2023). II. Section 2, Term, of the Agreement, in light of paragraph I of this Amendment#1 , is amended by extending the ending date of the term (currently, June 30, 2023) for one additional year, continuing through June 30, 2024. III. Section 3, Compensation and Payment, of the Agreement is amended by increasing the amount $68,919.64; therefore, the revised total amount of the Agreement is $266,069.06. IV. Attachment B to the Agreement is deleted in its entirety and is replaced by adding new Attachment B-1, which is attached to this Amendment #1 and its content incorporated by reference as if fully set out here in its entirety. V. Reference to DIR-TSO-3984 and DIR-TSO-3926 in the Agreement# 83921 — Splunk Licenses and Support will be replaced with reference to DIR-TSO-4288. VI. This Amendment is effective upon the date of final execution by the parties, unless an earlier date is expressly stated within this document. To the extent that the provisions of this Amendment conflict with any provisions of the Agreement and prior amendments, if any, the provisions of this Amendment shall prevail and govern for all purposes and in all respects. Ligned by: c QWaS 5/24/2023 Josh Chronley Date Contractor Date Assistant Director, Finance & Procurement APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Page 1 of 3 DocuSign Envelope ID: D98DE83B-D597-41CB-9A63-9ECCA97E5D3C r.i InCHMENT B-1 Pricing Proposal Quotation#: 23213357 Created On: 3/14/2023 ASF11 GS Valid Until: 6/30/2023 TX-City of Corpus Christi Inside Account Manager Jesus Hernandez Richard Lettiere P.O.BOX 9277 3828 Pecana Trail Corpus Christi,TX 78469-9277 Austin,TX 78749 United States Phone: 800-870-6079 Phone: Fax: 512-732-0232 Fax: Email: Richard_Lettiere@SHI.com Email: jesush6@cctexas.com All Prices are in US Dollar(USD) Product Qty Retail Your Price Total 1 Splunk Cloud Subscription with Standard Success Plan-100 GB/day 1 $80,000.00 $68,919.64 $68,919.64 (Renewal) Splunk-Part#:SE-S-CLD-ST Contract Name: Products and Related Services(Carahsoft) Contract#: DIR-TSO-4288 Coverage Term:7/1/2023—6/30/2024 Note: Discount Off List-Includes: 9000 GB of storage and Support Subtotal $68,919.64 Shipping $0.00 Total $68,919.64 Additional Comments STANDARD TERMS&CONDITIONS All purchases of Splunk products, services and subscriptions are subject to and governed by the Splunk General Terms at http://www.splunk.com/GeneralTerms. By purchasing any product,service or subscription,you hereby consent to the Splunk General Terms. However, the Splunk General Terms does not apply to the extent there is a separate mutually signed agreement for the relevant Splunk product,service or subscription. Each License in this Order is limited to use within the Capacity purchased. The Capacity limits that are set forth in this Order are further described at https://www.splunk.com/en_us/legal/licensed-capacity.htmi Unless stated otherwise above, all prepaid Education and Professional Services must be consumed within 12 months from the date of purchase/invoice. At the end of the 12 month term, any remaining prepaid unused Education and Professional Services will expire. No refunds will be provided for any remaining prepaid unused and Professional Services. On September 26, 2019 support ended for Splunk Enterprise version 7.0.Additionally,with the release of Enterprise version 8.0 support for 6.0.x through 6.6.x will end. Once a software version reaches the End of Support(or, if offered, Limited Support),you will no longer have access to any Splunk technical assistance, product fixes or product maintenance for that version,even if you have an active Support Subscription. Upgrading to the latest Splunk Enterprise version provides uninterrupted Support Page 2 of 3 DocuSign Envelope ID: D98DE83B-D597-41CB-9A63-9ECCA97E5D3C access.You can find Splunk's Software Support Policy at the following link, https://www.splunk.com/en_us/legal/splunk-software-support-policy.htmi Please Note: Splunk has a no returns policy Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations. The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. Page 3 of 3 SC 00 � 0 � o NCORPOR 1�'0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 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 Microsoft Enterprise License Agreement Renewal CAPTION: Motion authorizing execution of a three-year agreement with SoftwareONE, Inc., of Milwaukee, WI, through Texas DIR, for$4,353,352.77 for renewal of the Microsoft Enterprise software license, with FY 2023 funding of $1 ,451 ,117.59 from the Information Technology Fund. SUMMARY: This renewal of the Microsoft Enterprise licensing agreement is for three years in an amount not to exceed $4,353,352.77, which is an increase of approximately $500,000 annually. The increase to this agreement is driven by an increase in total users, license cost, premier support, demand for security, disaster recovery, business continuity, and virtualization of systems and applications. BACKGROUND AND FINDINGS: The Microsoft Enterprise license agreement is part of the Information Technology (IT) ongoing goal of providing City staff with essential tools needed for efficient and effective productivity. Microsoft Enterprise License Agreement will position the City to utilize the most current and latest technology. Approval of this new three-year contract provides essential Microsoft Office 365 Suite of applications which includes hosted e-mail and hosted integrated software applications such as Microsoft Outlook, Microsoft Word, and infrastructure licensing which includes Microsoft Database Server, Windows Network Server, and user login licenses. This agreement also includes features to protect city E-Mail accounts and data, in addition to governmental products critical to the day- to-day operations for the City staff /employees. The three-year Microsoft Enterprise License Agreement includes Premier support (Microsoft Unified Support)which provides a dedicated Customer Success Account Manager to help the City of Corpus Christi escalate support tickets with unlimited support cases at a 2-hour response time for issues 247 and a 1-hour response time for critical issues 247. PROCUREMENT DETAIL: This procurement is being facilitated through the DIR Cooperative. Contracts awarded through the DIR Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The savings on the DIR Cooperative for this license renewal is 18% off retail price which is a savings of $311 ,161 .56. Unit DIR TIPS Open Market (18% Discount) (17% Discount) (16% Discount) EA Licenses $311 ,161 .56 $290,780.76 $281 ,111 .06 Total Savings ALTERNATIVES: No Alternative. Not renewing the Microsoft Enterprise license agreement would halt City employee's access to Microsoft platform services, such as e-mail or word processing, etc. FISCAL IMPACT: The fiscal impact for the IT Department in FY2023 is $1 ,451 ,117.59. The remaining cost will be allocated in future years: $1,451 ,117.59 in FY 2024 and $1,451 ,117.59 in FY 2025. FUNDING DETAIL: Fund: 5210 Information Technology Fund Organization/Activity: 40420 IT Tech Infrastructure Service Mission Element: 241 Project # (CIP Only): Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing this license agreement for Microsoft products with SoftwareONE, Inc., Inc. as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Microsoft EA Renewal D I R-TSO-4061 SoftwareOne, Inc. Milwaukee, WI Item Description Qty Cost Total 1 Year 1-Microsoft Renewal 1 $1,451 ,117.59 $1,451 ,117.59 2 Year 2-Microsoft Renewal 1 $1,451 ,117.59 $1,451 ,117.59 3 Year 3-Microsoft Renewal 1 $1,451 ,1 17.59 $1,451 ,117.59 Total 1 $4,353,352.77 MICROSOFT ENTERPRISE AGREEMENT COST ANALYSIS Quantity Item Number Cost TOTAL MSRP Cost Discount Total Cost Discount Total Cost Discount Total MSRP DIR-TSO-4061 TIPS Contract 210101 Open Market 4 BU-00001 $ 1,500.00 $ 6,000.00 $ 1,224.00 18% $ 41896.00 $ 1,252.50 17% $ 5,010.00 $ 1,256.52 16% $ 5,026.08 100 9G5-00135 $ 200.00 $ 20,000.00 $ 164.81 18% $ 16,481.00 $ 167.00 17% $ 16,700.00 $ 171.89 14% $ 17,189.00 160 AAD-32906 $ 99.60 $ 15,936.00 $ 82.08 18% $ 13,132.80 $ 83.16 17% $ 13,305.60 $ 82.93 17% $ 13,268.80 160 3N5-00003 $ 90.00 $ 14,400.00 $ 74.16 18% $ 11,865.60 $ 75.12 17% $ 12,019.20 $ 75.14 17% $ 12,022.40 925 AAD-34704 $ 475.20 $ 439,560.00 $ 391.56 18% $ 362,193.00 $ 396.84 16% $ 367,077.00 $ 398.07 16% $ 368,214.75 2100 AAA-11924 $ 258.00 $ 541,800.00 $ 212.52 18% $ 446,292.00 $ 215.40 17% $ 452,340.00 $ 216.12 16% $ 453,852.00 2100 AAD86546 $ 171.60 $ 360,360.00 $ 141.48 18% $ 297,108.00 $ 143.28 17% $ 300,888.00 $ 143.75 16% $ 301,875.00 825 3P5-00001 $ 26.40 $ 21,780.00 $ 21.72 18% $ 17,919.00 $ 22.08 16% $ 18,216.00 $ 22.11 16% $ 18,240.75 150 DDJ-00001 $ 112.80 $ 16,920.00 $ 93.00 18% $ 13,950.00 $ 94.20 16% $ 14,130.00 $ 93.86 17% $ 14,079.00 2 7M5-00001 $ 337.20 $ 674.40 $ 277.80 18% $ 555.60 $ 281.52 17% $ 563.04 $ 281.96 16% $ 563.92 26 359-00961 $ 46.00 $ 1,196.00 $ 37.90 18% $ 985.40 $ 38.41 17% $ 998.66 $ 38.83 16% $ 1,009.58 20 7JQ-00343 $ 2,968.00 $ 59,360.00 $ 2,445.74 18% $ 48,914.80 $ 2,478.28 17% $ 49,565.60 $ 2,557.27 14% $ 51,145.40 6 228-04433 $ 194.00 $ 1,164.00 $ 159.86 18% $ 959.16 $ 161.99 17% $ 971.94 $ 166.99 14% $ 1,001.94 27 7NQ-00292 $ 774.00 $ 20,898.00 $ 637.80 18% $ 17,220.60 $ 646.29 17% $ 17,449.83 $ 666.96 14% $ 18,007.92 20 7JQ-00448 $ 5,119.00 $ 102,380.00 $ 4,218.23 18% $ 84,364.60 $ 4,274.37 16% $ 85,487.40 $ 4,410.76 14% $ 88,215.20 150 6VC-01254 $ 29.00 $ 4,350.00 $ 23.90 18% $ 3,585.00 $ 24.22 16% $ 3,633.00 $ 24.50 16% $ 3,675.00 98 9EA-00278 $ 152.00 $ 14,896.00 $ 125.25 18% $ 12,274.50 $ 126.92 17% $ 12,438.16 $ 130.18 14% $ 12,757.64 36 9EM-00270 $ 24.00 $ 864.00 $ 1978. 18% T-712 08 $ 20.04 179/. $ 721.44 $ 1998. 1794. $ 719.28 1 L999.00001.ML $ 112,741.85 $ 112,741.85 $ 91,997.35 18% $ 91,997.35 $ 94,139.44 17% $ 94,139.44 $ 94,441.59 16% $ 94,441.59 1 L999.00001.ML $ 6,998.90 $ 6,998.90 $ 5,711.10 18% $ 5,711.10 $ 5,844.08 17% $ 5,844.08 $ 5,862.84 16% $ 5,862.84 $ 1,762,279.15 ANNUALTOTAL 18% $ 1,451,117.59 ANNUALTOTAL 17% $ 1,471,498.39 ANNUALTOTAL 16% $ 1,481,168.09 Total Cost S- ITotal Cost Savings 1$ 290,780.76 ITotal Cost Savings $ 281,111.06 so �o p A � 1 v 18WORPRP1 g4 AGENDA MEMORANDUM 52 Action Item for the City Council Meeting of June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Drew Molly, P.E., Director of Water Systems and Support Services DrewM(a)cctexas.com (361) 826-1853 Josh Chronley, Assistant Director of Contracts & Procurement Joshc2(a)cctexas.com (361) 826-3169 Chemical Analysis Testing CAPTION Motion authorizing execution of a one-year service agreement, with two one-year options, with Eurofins Environment Testing South Central, LLC, of Leola, PA, with an office in Corpus Christi, for an amount not to exceed $70,661 .00 and a potential amount up to $211 ,982.00 if the options are exercised, for chemical analyses of water and wastewater samples, with FY 2023 funding of $29,441 .94 from the Water and Wastewater Funds. SUMMARY: The contract provides unit pricing for a set quantity of analyses, where funds are only expended for services rendered. This agreement will ensure that the City of Corpus Christi satisfies the analytical testing requirements as per TCEQ permit requirements. BACKGROUND AND FINDINGS: The Water Utilities Laboratory provides analytical testing services for the City of Corpus Christi and numerous other customers. However, there are tests that fall outside the capability of the Water Utilities Laboratory that necessitates the establishment of this contract. PROCUREMENT DETAIL: The Contracts & Procurement Department conducted a competitive Request for Bids process to obtain bids. The City received one bid. Staff is recommending award to Eurofins Environment Testing South Central, LLC, of Corpus Christi. In 2018, the City had a four year agreement with a different vendor and the cost was $67,444.00 per year for an increase of approximately 5% in a five-year period. ALTERNATIVES: An alternative to awarding this service agreement is to reject the bid and not enter into an agreement, which would require staff to solicit quotes each time services are required. Having to solicit quotes, as needed, will result in a time delay due to procurement processes. FISCAL IMPACT: The fiscal impact for FY 2023 will be $29,441.94. FUNDING DETAIL: Fund: 4010 Water Organization/Activity: 31700 Water Utilities Lab Department: 45 Water Project # (CIP Only): N/A Account: 530000 Professional Services Fund: 4200 Wastewater Organization/Activity: 33300 Wastewater Pretreatment Department: 46 Wastewater Project # (CIP Only): N/A Account: 530000 Professional Services Fund: 4200 Wastewater Organization/Activity: 33100 Broadway Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530010 Interdepart-services Fund: 4200 Wastewater Organization/Activity: 33110 Oso Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530010 Inerdepart-services Fund: 4200 Wastewater Organization/Activity: 33120 Greenwood Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530010 Interdepart-services Fund: 4200 Wastewater Organization/Activity: 33130 Allison Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530010 Interdepart-services Fund: 4200 Wastewater Organization/Activity: 33140 Laguna Madre Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530010 Interdepart-services Fund: 4200 Wastewater Organization/Activity: 33150 Whitecap Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530010 Interdepart-services RECOMMENDATION: Staff recommends approval of this motion authorizing the execution of a one-year service agreement with two one-year options with Eurofins Environment Testing South Central, LLC as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation City of Corpus Christi Bid Tabulation Procurement Department RFB#4601 Dichlorobromethane 1,1-Dichloroethane Senior Buyer:Cynthia Perez Chemical Analysis Testing 1,2-Dichloroethane 1,1-Dichloroethylene Eurofins Environment Testing 1,2-Dichloropropane Leola,PA 1,3-Dichloropropylene Item Description Unit Qty Unit Price Total Price Ethyl benzene Methyl Bromide A Water Utilities Lab Methyl Chloride Mineral Set Methylene Chloride A.1 Aluminum EA 360 $ 8.00 $ 2,880.00 1,1,2,2-Tetra Chloroethane A.2 Arsenic,Total EA 240 $ 8.00 $ 1,920.00 Tetrachlorethylene A.3 Arsenic,Dissolved EA 220Toulene $ 13.00 $ 2,860.00 1,2-TransDich loroetylene A.4 Atrazine EA 220 $ 80.00 $ 17,600.00 1,1,1-Trichloroetylene A.5 Barium EA 220 $ 8.00 $ 1,760.00 1,1,2-Trichloroetylene A.6 Cadmium EA 220 $ 8.00 $ 1,760.00 Trichloroethylene A.7 Copper EA 360 $ 8.00 $ 2,880.00 Vinyl Chloride A.8 Iron EA 360 $ 8.00 $ 2,880.00 C.1.2 Acid Compounds *includes EA 40 $ 70.00 $ 2,800.00 A.9 Lead EA 360 $ 8.00 $ 2,880.00 2-Chlorophenol A.10 Manganese EA 360 $ 8.00 $ 2,880.00 2,4-Dichlorophenol A.11 Mercury EA 220 $ 18.00 $ 3,960.00 2,4-Dimethylphenol A.12 Silica EA 360 $ 8.00 $ 2,880.00 4,6-Dinitro-o-cresol A.13 Sodium EA 360 $ 8.00 $ 2,880.00 2,4-Dinitrophenol Mineral Analysis 2-Nitrophenol A.14 Copper EA 240 $ 8.00 $ 1,920.00 4-Nitrophenol A.15 Zinc EA 640 $ 12.00 $ 7,680.00 P-Chloro-M-Cresol Pentachlorophenol Stormwater Runoff Analysis Phenol A.16 Cadmium EA 80 $ 8.00 $ 640.00 2,4,6-Trichlorophenol A.17 Copper EA 80 $ 8.00 $ 640.00 Base/Neutral Compounds C.1.3 *includes EA 40 $ 70.00 $ 2,800.00 A.18 Chromium EA 80 $ 8.00 $ 640.00 Acenaphthene A.19 Lead EA 80 $ 8.00 $ 640.00 Acenaphthylene A.20 Nickel EA 80 $ 8.00 $ 640.00 Anthracene Benzidine A.21 Zinc EA 80 $ 8.00 $ 640.00 Benzo(a)Anthracene A.22 Diazine EA 80 $ 150.00 $ 12,000.00 Benzo(a)Pyrene A.23 Total Cyanide EA 120 $ 25.00 $ 3,000.00 3,4-benzoflroranthene Trihalomethanes Benzo(ghi)Perylene Benzo(K)Fluoranthene A.24 TTHMs EA 120 $ 45.00 $ 5,400.00 Bis(2-Chloroethoxy)Methane B Wastewater Division Bis(2-Chloroethyl)Ether B.1 Arsenic,Total EA 80 $ 8.00 $ 640.00 Bis(2-Chloroisopropy)Ether Bis(2-Ethylhexyl)Phthalate B.2 Barium EA 80 $ 8.00 $ 640.00 4-Bromophenol Phenyl Ether B.3 Cadmium EA 80 $ 8.00 $ 640.00 lButyl benzyl Phthalate B.4 Chromium EA 80 $ 8.00 $ 640.00 2-Chloronaphthalene B.5 Copper EA 320 $ 15.00 $ 4,800.00 4-Chloropheny Phenyl ether Chrysene 6.6 Lead EA 80 $ 8.00 $ 640.00 Dibenzo(a,h)Anthracene B.7 Manganese EA 80 $ 8.00 $ 640.00 1,2-Dichlorobenzene B.8 Mercury EA 80 $ 18.00 $ 1,440.00 1,3-Dichlorobenzene B.9 Molybdenum EA 80 $ 8.00 $ 640.00 1,4-Dichlorobenzene B.10 Nickel EA 80 $ 8.00 $ 640.00 3,3-Dichlorobenzidine Diethyl Phthalate 6.11 Selenium EA 80 $ 8.00 $ 640.00 Dimethyl Phthalate B.12 Silver EA 80 $ 8.00 $ 640.00 2,4-Dinitro toluene B.13 Zinc EA 80 $ 8.00 $ 640.00 2,6-Dinitro toluene Pretreatment Division Di-n-Octyl Phthalate CA 1st,2nd,3rd,and 4th Quarter Sampling lFluoranthene Flrorene C.1.1 Volatile Compounds *includes EA 40 $ 70.00 $ 2,800.00 Hexachlorobenzene Acrolein Hexachlorobutadiene Acrylonitrile Hexachloro-cyclopentadiene Benzene Indeno(1,2,3-cd)pyrene Bromoform Isophorone Carbon tetrachloride INaphthalene (Tetrachloromethane) Nitrobenzene Chlorobenzene N-Nitroso dimethylamine Chlorodibromethane N-N itroso-n-Propyla mine Chloroethane N-Nitroso diphenylamine 2-Chloroethylvinyl Ether Phenanthrene Chloroform Pyrene 1,2,4-Trichlorobenzene C.1.4 Copper,Total Pesticides *includes EA 40 $ 85.00 $ 3,400.00 Lead,Total Aldrin Mercury,Total Alpha hexachlorocyclohexane Nickel,Total Beta BHC Selenium,Total Gamma-BHC(Lindane) Silver,Total Delta-BHC I Thallium,Total Chlordane Zinc,Total 4,4-DDT Cyanide,Available 4,4-DDE C.4 Bio Solid Testing 4,4-DDD Dieldrin C.4.1 TCLP Metals *includes EA 24 $ 95.00 $ 2,280.00 Alpha-Endosulfan Arsenic Beta-Endosulfan Barium Endosulfan Sulfate Cadmium Endrin Chromium Endrin Aldehyde Lead Heptachlor Mercury Heptachlor Epoxide Selenium Silver Polychlorinated Biphenols(PCBs) TCLP Volatiles The sum of PCB concentrations C.4.2 *includes EA 24 $ 90.00 $ 2,160.00 not to exceed daily average value Benzene PCB-1242 Carbon Tetrachloride PCB-1254 Chlorobenzene PCB-1221 Chloroform PCB-1232 1,4-dichlorobenzene PCB-1248 1,2-dichloroethane PCB-1260 1,1-d i ch to roetyle ne PCB-1016 Methyl ethyl Ketone Taxaphene Tetrachloroethylene C.2 Trichloroethylene Chapter 307 *includes EA 40 $ 965.00 $ 38,600.00 Vinyl Chloride Aluminum TCLP Semi-Volatiles Barium C.4.3 *includes EA 24 $ 145.00 $ 3,480.00 Bis(chloromethyl)ether Chlordane Carbaryl 2,4-D Chlorpyrifos 2,4-dinitrotoluene Cresols Endrin 2,4-D Heptachlor Danitol Hexachlorobenzene Demeton Hexachlorobutadiene Diazinon Hexachloroethane Dicofol Lindane Dioxin/Furans Cresols(total)O,M,P Diuron Methoxychor Fluoride Nitrobenzene Guthion Pentachlorophenol Hexachlorophene Pyridine Malathion Toxaphene Methoxychlor 2,4-5-Trichlorophenol Methyl Ethyl Ketone 2,4-6-Trichlorophenol Mirex 2,4-5-TP(Silvex) Nitrate-Nitrogen C.4.4 Significant Industrial Users(SIU)Annual Samples N-Nitrosdiethylamine C.4.1 Oil and Grease EA 10 $ 45.00 $ 450.00 N-N itroso-di-n-Butyla mine C.4.2 Phenols EA 10 $ 30.00 $ 300.00 Nonylphenol C.4.3 Arsenic EA 10 $ 8.00 $ 80.00 Parathion C.4.4 Cadmium EA 10 $ 8.00 $ 80.00 Pentachlorobenzene C.4.5 Total Chromium EA 10 $ 8.00 $ 80.00 Pyridine C.4.6 Copper EA 10 $ 8.00 $ 80.00 1,2-Dibromoethane C.4.7 Cyanide EA 10 $ 25.00 $ 250.00 1,2,4,5-Tetrachlorobenzene I C.4.8 Lead EA 10 $ 8.00 $ 80.00 2,4,5-TP(Silvex) C.4.9 Mercury EA 10 $ 18.00 $ 180.00 Tributyltin C.4.10 Nickel EA 10 $ 8.00 $ 80.00 2,4,5-Trichlorophenol C.4.11 Silver EA 10 $ 8.00 $ 80.00 TTHM (Total trihalomethanes) C.4.12 Zinc EA 10 $ 8.00 $ 80.00 C.3 Metals,Cyanide and Phenols C.4.13 Non-polar Oil and Grease EA 10 $ 50.00 $ 500.00 C.3.1 Total Cyanide EA 512 $ 25.00 $ 12,800.00 C.4.14 Total Toxic Organics EA 101 305.00 $ 3,050.00 C.3.2 Total Phenols EA 512 $ 30.00 $ 15,360.00 C.4.15 Cobalt EA 10 $ 8.00 $ 80.00 Total Metals C.4.16 Tin EA 10 $ 8.00 $ 80.00 C33 *includes EA 128169.00 $ 21,632.00 $ C.4.17 Bis(2-ethylexyl)phthalate EA 10 $ 20.00 $ 200.00 Antimony,Total C.4.18 Carbazole EA 10 $ 20.00 $ 200.00 Arsenic,Total C.4.19 O-Cresole EA 10 $ 20.00 $ 200.00 Beryllium,Total I I C.4.20 P-Cresole EA 10 $ 20.00 $ 200.00 Cadmium,Total C.4.21 Fluoranthene EA 1 10 $ 20.00 $ 200.00 Chromium,Total C.4.22 n-Octadecane I EA 1 10 $ 20.00 $ 200.00 Chromium,(Hex) Total 1 $ 211,982.00 Chromium(Tri) SC G° a 0 H SERVICE AGREEMENT NO. 4601 U Chemical Analyis Testing yeanaonn!e 1852 THIS Chemical Analysis Testing Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Eurofins Environment Testing South Central, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Chemical Analysis Testing in response to Request for Bid/Proposal No. 4601 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Chemical Analysis Testing ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $70,661 .00, subject to approved extensions and changes. Payment will be made for Services provided and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance Service Agreement Standard Form - Consent Decree Page 1 of 8 Approved as to Legal Form October 29, 2021 with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Amanda Howard Department: Corpus Christi Water Phone: (361 ) 826-1894 Email: AmandaC@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. Service Agreement Standard Form - Consent Decree Page 2 of 8 Approved as to Legal Form October 29, 2021 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Service Agreement Standard Form - Consent Decree Page 3 of 8 Approved as to Legal Form October 29, 2021 Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Amanda Howard Title: Contracts/Funds Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1894 Fax: (361) 826-4495 IF TO CONTRACTOR: Eurofins Environment Testing South Central, LLC Attn: Alejandro Montoya Title: President Address: 1733 N. Padre Island Drive, Corpus Christi, Texas 78408 Phone: (361) 289-2673 Fax: N/A Service Agreement Standard Form - Consent Decree Page 4 of 8 Approved as to Legal Form October 29, 2021 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form - Consent Decree Page 5 of 8 Approved as to Legal Form October 29, 2021 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form - Consent Decree Page 6 of 8 Approved as to Legal Form October 29, 2021 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. 28. Consent Decree Requirements. This Agreement is subject to certain requirements provided for by the Consent Decree entered into as part of Civil Action No. 2:20- cv-00235, United States of America and State of Texas v. City of Corpus Christi in the United States District Court for the Southern District of Texas, Corpus Christi Division (the "Consent Decree"). A set of Wastewater Consent Decree Special Conditions has been attached as Attachment E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Contractor must comply with Attachment E while performing the Services. [Signature Page Follows] Service Agreement Standard Form - Consent Decree Page 7 of 8 Approved as to Legal Form October 29, 2021 CONTRACTOR Signature: Printed Name. Alex Montoya Title: President Date: 05.13.2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Attachment E: Consent Decree Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 4601 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form -Consent Decree Page 8 of 8 Approved as to Legal Form October 29, 2021 Attachment A - Scope of Work 1.1 General Requirements The Contractor shall provide chemical analysis for Water Utilities Lab, Wastewater Division and Pretreatment Division. 1.2 Scope of Work A. The Contractor shall perform chemical analysis as per the requirements outlined in Exhibits A through C. B. The Contractor shall conduct tests as per 40 Code of Federal Regulations (CFR) 136 - Water Methods. C. The Contractor shall be responsible for providing labor, technician, equipment, and transportation for these services. D. The Laboratory shall be accredited by The NELAP (National Environmental Laboratory Accreditation Program) Institute (TNI). The City reserves the right to inspect the facility before start of the contract, or any time after the contract. 1.3 Types of Chemical Analysis A. Water Utilities Lab - Exhibit A a. Mineral Set Analysis b. Metals Analysis c. Stormwater Runoff Analysis d. Trihalomethanes (TTHMs Analysis) B. Wastewater Division - Exhibit B Metals C. Pretreatment Division - Exhibit C 1 . 1st thru 4th Quarter Sampling a. Volatile Compounds b. Acid Compounds c. Base/Neutral Compounds d. Pesticides 2. Chapter 307 3. Metals, Cyanide and Phenols a. Total Cyanide b. Total Phenol c. Total Metals Revised 1 1.30.20 4. Biosolids Testing a. TCLP Metals b. TCLP Volatiles c. TCLP Semi-Volatiles d. Significant Industrial User Samples 1.4 Sample Bottles and Shipment A. The Contractor must provide pre-labeled containers with preservative (where applicable) and ice chest/coolers for sample collection. The Chain of Custody Form shall be provided by the Contractor. Actual data used to calculate Precision and Accuracy must be provided on the final report. The Minimum Analytical Levels (MAL/RL) must be achieved unless it is otherwise specified. B. The Contractor shall be responsible for pick up and drop off of samples/containers from the Lab. The Contractor shall arrange a schedule for pickup and drop off with the Contract Administrator. 1.5 Special Instruction A. The Contractor shall be responsible for providing reports to the Contract Administrator/Lab Manager. The Contract Administrators are listed in Exhibit D. B. Any outliers or change in analytical order shall be approved by the Lab Contract Administrator prior to proceeding with analysis. 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Assurance/Control Program that is acceptable to the Contract Administrator to ensure that the requirements of the contract are provided as specified. The Contractor will also provide supervision of the work to ensure it complies with the contract requirements. 1.7 Deliverables The Contractor shall perform all analysis as per established methods and submit reports to the respective Contract Administrator/Lab Manager. 1.8 Invoicing The Contractor shall invoice separately for each division/lab and submit a copy to the respective Contract Administrator. Revised 1 1.30.20 Exhibit A - Corpus Christi Water Laboratory Exhibit A.1 - Minerals Set Analysis Parameter MAL/RL Required Frequency Aluminum 0.01 m /L Monthly Arsenic, Total 1.0 a /L Monthly Arsenic Dissolved 1.0 a /L Monthly Atrazine 0.05 a /L Monthly Barium 0.002 m /L Monthly Cadmium 0.001 m /L Monthly Copper 0.002 m /L Monthly Iron 0.02 m /L Monthly Lead 0.002 m /L Monthly Manganese 0.002 m /L Monthly Mercury 0.0002 m /L Monthly Silica 0.2 m /L Monthly Sodium 0.2 m /L Monthly Exhibit A.2 — Metals Analysis Parameter MAL/RL Required Frequency Copper 0.002 m /L Weekly Zinc 0.002 m /L Weekly Exhibit A.3 — Storm Water Runoff Analysis Parameter MAL/RL Required Frequency Cadmium 0.001 m /L N/A Chromium 0.001 m /L N/A Copper 0.002 m /L N/A Lead 0.002 m /L N/A Nickel 0.002 m /L N/A Zinc 0.005 m /L N/A Atrazine 0.1 a /L N/A Total Cyanide 0.005 m /L N/A Revised 1 1.30.20 Exhibit A.4 - Trihalomethanes Analysis Parameter MAL/RL Required Frequency TTHMS N/A As Needed Exhibit B: Wastewater Division Metals *Rain Event Parameter MAL/RL Required Frequency Arsenic Total 1.0 a /L 12 per year Barium 0.002 m /L 12 per year Cadmium 0.001 m /L 12 per year Chromium 0.002 m /L 12 per year Copper 0.002 m /L Dail /As needed Lead 0.002 m /L 12 per year Manganese 0.002 m /L 12 per year Mercury 0.0002 m /L 12 per year Molybdenum 0.002 m /L 12 per year Nickel 0.002 m /L 12 per year Selenium 0.002 m /L 12 per year Silver 0.002 m /L 12 per year Zinc 0.002 m /L 12 per year Revised 1 1.30.20 Exhibit C: Pretreatment Division Table C.1: 15+, 2nd 3rd, and 4th Quarter Sampling, 6 Plants Minimum Analytical Level: 10 ug/L 1, 12-Benzoperylene Table I:Quarterly Sampling(Table Ethylbenzene (benzo(ghi)perylene) I 40 CFR 136 methods must be used Fluoranthene Fluorene Minimum Analytical Level,10 u /L 4-Chloro hen 1 phenyl ether Phenanthrene Parameter 4-Bromophenyl phenyl ether 1,2,5,6-Dibenzanthracene dibenzo a,h anthracene Indeno(1,2,3-cd)pyrene(2,3-o- Acena hthene Bis 2-chloroiso ro 1 ether phenlenepyrene) Acrolein Bis 2-chloroethox methane Pyrene Acrylonitrile Methylene chloride dichloromethane Tetrachloroethylene Benzene Methyl chloride chloromethane Toluene Benzidine Methyl bromide romomethane Trichloroethylene Carbon tetrachloride tetrachloromethane Bromoform tribromomethane Vinyl chloride(chloroethylene) Chlorobenzene Dichlorobromomethane Aldrin 1,2,4-Trichlorobenzene Chlorodibromomethane Dieldrin Chlordane(technical mixture and Hexachlorobenzene Hexachlorobutadiene metabolites 1,2-Dichloroethane Hexachloroc clo entadiene 4,4-DDT 1,1,1-Trichloroethane Iso horone 4,4-DDE -DDX Hexachloroethane Naphthalene 4,4-DDD -TDE 1,1-Dichloroethane Nitrobenzene Al ha-endosulfan 1,1,2-Trichloroethane 2-Nitrophenol Beta-endosulfan 1,1,2,2-Tetrachloroethane 4-Nitrophenol Endosulfan sulfate Chloroethane 2,4-Dinitro henol Endrin Bis 2-chloroeth 1 ether 4,6-Dinitro-o-cresol Endrin aldehyde 2-Chloroeth 1 vinyl ether mixed N-nitrosodimeth lamine Heptachlor 2 Chlorona hthalene N-nitrosodi hen lamine Heptachlor epoxide 2,4,6-Trichlorophenol N-nitrosodi-n- ro lamine HC-hexachloro-c clohexane Parachlorometa cresol Pentachlorophenol Alpha-BHC Chloroform trichloromethane Phenol Beta-BHC 2-Chlorophenol Bis 2-eth lhex 1phthalate Gamma-BHC 1,2-Dichlorobenzene Butyl benzyl phthalate Delta-BHC281 1,3-Dichlorobenzene Di-n-buty 1 phthalate (PCB-polychlorinated biphenyls) 1,4-Dichlorobenzene Di-n-octyl phthalate PCB-1242 Arochlor 1242 3,3-Dichlorobenzidine Diethyl phthalate PCB-1254 Arochlor 1254 1,1-Dichloroeth leve Dimethyl phthalate PCB-1221 Arochlor 1221 1,2-Trans-dichloroeth lene 1,2-Benzanthracene PCB-1232 Arochlor 1232 2,4-Dichloro henol enzo a anthracene PCB-1248 Arochlor 1248 1,2-Dichloro ro ane Benzo(a)pyrene(3,4-benzopyrene) PCB-1260 Arochlor 1260 1,3-Dichloropropylene(1,3- 3,4-Benzofluoranthene PCB-1016(Arochlor 1016) dichloro ro ene) (benzo fluoranthene 11,12-B enzo fluo ranthene 2,4-Dimethylphenol enzo fluoranthene Toxaphene 2,4-Dinitrotoluene Chrysene Diuron 2,3,7,8-Tetrachlorodibenzo-p-dioxin 2,6-Dinitrotoluene Acenaphthylene TCDD 1,2-Di hen lh drazine Anthracene Revised 11.30.20 Table C.2: Chapter 307 - l It Quarter Sampling, Four Plants Table IL• Chapter 307 Parameter Minimum Analytical Level 40 CFR 136 methods must be (ug/1) used Aluminum T 200.7/202.2 Barium T 200.7/208.2 Carbaryl 632 Chlorpyrifos 1657 -Cresol 625 2,4-D 615 Demeton 1657 Diazinon 1657 Dicofol 617 Fluoride 340.3 Guthion 1657 Hexachlorophene 604.1 Malathion 1657 Methoxychlor 617 Methyl Ethyl Ketone 624 Mirex 617 Nitrate-Nitrogen 352.1 N-Nitrosodieth lamine 625 N-Nitro-di-n-Butylamine 625 Parathion 1657 Pentachlorobenzene 625 Pyridine 625 1,2-Dibromoethane 618 1,2,4,5-Tetrachlorobenzene 625 2,4,5-TP Silvex 615 2,4,5-Trichlorophenol 625 Revised 11.30.20 Table C.3: Metals, Cyanide, and Phenols - 3rd Quarter Sampling, Four Plants Parameter Minimum Analytical Level EPA Method (ug/L Reference* Antimony, T 10 200.7 Arsenic T 10 200.7 /206.2 Beryllium, T 200.7 Cadmium, (T) 1 200.7 /213.2 Chromium T 10 200.7 /218.2 Chromium VI(HEX) 218.6 Copper, T 10 200.7 /220.2 Lead, (T) 5 200.7 /239.2 Mercury, T 0.2 7470 /245.1 Molybdenum, T 200.7 Nickel, (T) 10 200.7 /249.2 Selenium T 200.7 /270.2 Silver, (T) 2 200.7 /272.2 Thallium T 200.7 /279.2 Zinc, (T) 5 200.7 /289.2 Cyanide, (T) 335.4 Cyanide(Weak Acid SM 4500CN Dissociable) Phenol T 625 *Or other approved/accredited 40 CFR 136 Wastewater methods T - Total Revised 1 1.30.20 Table CA - Bio Solids Testing, Six Plants Bio-Solid Samples MAL/RL Required Method Required TCLP Metals Arsenic 1.0 6010 Barium 1.0 6010 Cadmium 0.10 6010 Chromium 0.10 6010 Lead 0.10 6010 Mercury 0.05 7470 Selenium 0.10 6010 Silver 0.10 6010 TCLP Volatiles Benzene 0.05 8260 Carbon Tetrachloride 0.05 8260 Chlorobenzene 0.05 8260 Chloroform 0.05 8260 1,4-dichlorobenzene 0.05 8260 1,2 -dichloroethane 0.05 8260 1,1 -dichloroeth lene 0.05 8260 Methyl ethyl ketone 0.10 8260 Tetrachloroethylene 0.01 8260 Trichloroethylene 0.01 8260 Vinyl chloride 0.05 8260 TCLP Semi-volatiles Chlordane 0.10 8080 2,4-D 0.10 8151 2,4-dinitrotoluene 0.04 8270 Endrin 0.01 8080 Heptachlor 0.00 8080 Hexachlorobenzene 0.04 8270 Hexachlorobutadiene 0.04 8270 Hexachloroethane 0.04 8270 Lindane 0.00 8080 Cresols total o, m p 0.04 8270 Methoxychlor 0.01 8080 Nitrobenzene 0.04 8270 Pentachlorophenol 0.04 8270 Pyridine 0.10 8270 Toxaphene 0.05 8080 2,4-5 trichlorophenol 0.04 8270 2,4-6 trichlorophenol 0.04 8270 2,4-5 - TP (Silvex) 0.10 8151 Revised 1 1.30.20 Significant Industrial Users MAL/RL Required 40 CFR Method (SIU)Annual Samples approx. 10 sites per year Oil and Grease 100 a /L 1664 Phenols 625 Arsenic 10 a /L 200.7/206.2 Cadmium 1 u /L 200.7/213.2 Total Chromium 10 a /L 200.7/218.2 Copper 10 a /L 200.7/218.2 Cyanide SM4500CN/335.4 Lead 5 u /L 200.7/239.2 Mercury 0.2 a /L 7470 /245.1 Nickel 10 a /L 200.7/249.2 Silver 2 u /L 200.7/272.2 Zinc 5 u /L 200.7/289.2 Non-polar O & G 100 a /L 1664A Total Toxic Organics 10 a /L 40CFR433.11 Cobalt 10 a /L 200.7 Tin 50 a /L 200.7 Bis 2-eth lhex 1phthalate 10 a /L 625 Carbazole 100 a /L 625 O-Cresole - - P-Cresole - - Fluoranthene 10 a /L 625 n-Octadecane 100 a /L 625 2,4,6—Trichlorophenol Exhibit D: Contact Details Water Utilities Lab Crystal Ybanez—C , si IY2cctexas.com Wastewater Division Allison Plant—Darrell Williams—DarrellWgcctexas.com Broadway Plant—Charles Cookus—CharlesC2cctexas.com Greenwood Plant—Harry Clifford—HarryCgcctexas.com Laguna Madre Plant—Larry Gonzalez—Ear1Ri2cctexas.com Whitecap Plant—Larry Gonzalez—Ear1Ri_,cctexas.com Oso Plant—Sigifredo DeLeon—SigifredoDgcctexas.com Pretreatment Division Crystal Ybanez—C . stalY e,cctexas.com Revised 11.30.20 Attachment B- Bid/Pricing Schedule se ow CITY OF CORPUS CHRISTI H CONTRACTS AND PROCUREMENT BID FORM NCpgpappS EQ RFB No. 4601 Is52 Chemical Analysis Testing Date: February 27, 2023 PAGE 1 OF 8 Eurofins Environment Testing Authorized Bidder: South Central, LLC Signature: V. 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. 4. Bidders must not write over or revise the bid form. Bidders will be considered Non- Responsive if the bid form is modified. Item Description UNIT QTY Unit Price Total Price A Water Utilities Lab Mineral Set A.1 Aluminum EA 360 $ 8.00 $ 2,880.00 A.2 Arsenic, Total EA 240 $ 8.00 $ 1,920.00 A.3 Arsenic Dissolved EA 220 $13.00 $ 2,860.00 A.4 Atrazine EA 220 $80.00 $17,600.00 A.5 Barium EA 220 $ 8.00 $ 1 ,760.00 A.6 Cadmium EA 220 $ 8.00 $ 1 ,760.00 A.7 Copper EA 360 18.00 12,880.00 A.8 Iron EA 360 $ 8.00 $ 2,880.00 A.9 Lead EA 360 $ 8.00 $ 2,880.00 A.10 Manganese EA 360 1 18.00 $ 2,880.00 A.1 1 Mercury EA 220 $ 18.00 $ 3,960.00 A.12 Silica EA 360 $ 8.00 $ 2,880.00 A.13 Sodium EA 360 $ 8.00 $ 2,880.00 Metal Analysis A.14 Copper EA 240 $ 8.00 $ 1,920.00 A.15 Zinc EA 640 $ 12.00 $ 7,680.00 Storm water Runoff Analysis A.16 Cadmium EA 80 $ 8.00 640.00 A.17 Copper EA 80 $ 8.00 640.00 A.18 Chromium EA 80 $ 8.00 $ 640.00 A.19 Lead EA 80 8.00 640.00 A.20 Nickel EA 80 8.00 $ 640.00 A.21 Zinc EA 80 $ 8.00 $ 640.00 A.22 Diazinon EA 80 $150.00 $12,000.00 A.23 Total Cyanide EA 120 $ 25.00 $ 3,000.00 Trihalomethanes A.24 TTHMs EA 120 $ 45.00 $ 5,400.00 B Wastewater Division B.1 Arsenic, Total EA 80 $ 8.00 $ 640.00 B.2 Barium EA 80 $ 8.00 $ 640.00 B.3 Cadmium EA 80 $ 8.00 B.4 Chromium EA 80 $ 8.00 $ 640.00 B.5 Copper EA 320 $15.00 $4,800.00 B.6 Lead EA 80 $ 8.00 $ 640.00 B.7 Manganese EA 80 $ 8.00 $ 640.00 B.8 Mercury EA 80 $18.00 $1,440.00 B.9 Molybdenum EA 80 $ 8.00 $ 640.00 B.10 Nickel EA 80 $ 8.00 $ 640.00 B.1 1 Selenium EA 80 $ 8.00 $ 640.00 B.12 Silver EA 80 $ 8.00 $ 640.00 B.13 Zinc EA 80 $ 8.00 $ 640.00 C Pretreatment Division C.1 1st, 2nd, 3rd and 4th Quarter Sampling C1.1 Volatile Compounds *includes EA 40 $ 70.00 $ 2,800.00 Acrolein Acrylonitrile Benzene Bromoform Carbon tetrachloride (tetrachloromethane) Chlorobenzene Chlorodibromethane Chloroethane 2-Chloroeth Ivin I Ether Chloroform Dichlorobromethane 1 ,1 - Dichloroethane 1 ,2 - Dichloroethane 1 ,1 - Dichloroeth lene 1 ,2 - Dichloro ro ane 1 ,3- Dichloropropylene Ethyl benzene Methyl Bromide Methyl Chloride Methylene Chloride 1 ,1 ,2,2- Tetra chloroethane Tetrachloroethylene Toulene 1 ,2- TransDichloroet lene 1 ,1 ,1- Trichloroethane 1 ,1 ,2- Trichloroethane Trichloroethylene Vinyl Chloride C.1 .2 Acid Compounds *includes EA 40 $ 70.00 $ 2,800.00 2- Chlorophenol 2,4 - Dichloro henol 2,4- Dimethylphenol 4,6 - Dinitro-o-Cresol 2,4 - Dinitro henol 2- Nitrophenol 4- Nitrophenol P-Chloro-m-Cresol Pentachlorophenol Phenol 2,4,6 - Trichlorophenol C.1 .3 Base/Neutral Compounds *includes EA 40 $ 70.00 $ 2,800.00 Acenaphthene Acenaphthylene Anthracene Benzidine Benzo(a) Anthracene Benzo(a) Pyrene 3,4- Benzoflroranthene Benzo(ghi)Perylene Benzo(K) Fluoranthene Bis 2-Chloroethox Methane Bis 2-Chloroeth I Ether Bis)2-Chloroisopropyl) Ether Bis(2-Ethylhexyl) Phthalate 4- Bromo henol Phenyl Ether Butyl benzyl Phthalate 2-Chlorona hthalene 4-Chloro hen I Phenyl ether Chrysene Dibenzo a,h Anthracene 1 ,2 - Dichlorobenzene 1 ,3- Dichlorobenzene 1 ,4- Dichlorobenzene 3,3- Dichlorobenzidine Diethyl Phthalate Dimethyl Phthalate Di-n-Butyl Phthalate 2,4- Dinitro toluene 2,6 - Dinitro toluene Di-n- Octyl Phthalate 1 ,2- Diphenyl Hydrazine Fluoranthene Flrorene Hexachlorobenzene Hexachlorobutadiene Hexachloro-c clo entadiene Indeno(1 ,2,3-cd) pyrene Iso horone Naphthalene Nitrobenzene N-Nitroso dimeth famine N-Nitroso-n-Propylamine N-Nitroso di hen famine Phenanthrene Pyrene 1 ,2,4-Trichlorobenzene C.1 .4 Pesticides *includes EA 40 $ 85.00 $ 3,400.00 Aldrin Alpha hexachlorocyclohexane Beta-BHC Gamma-BHC (Lindane) Delta -BHC Chlordane 4,4-DDT 4,4-DDE 4,4-DDD Dieldrin Alpha-Endosulfan Beta-Endosulfan Endosulfan Sulfate Endrin Endrin Aldehyde Heptachlor Heptachlor Epoxide Polychlorinated biphenols (PCBs) The sum of PCB concentrations not to exceed daily average value PCB -1242 PC B-1254 PCB-1221 PCB-1232 PC B-1248 PCB-1260 PCB-1016 Toxaphene C.2 Chapter 307 *includes EA 40 $965.00 $38,600.00 Aluminum Barium Bis(chloromethyl) ether Carbaryl Chlorpyrifos Cresols 2,4-D Danitol Demeton Diazinon Dicofol Dioxin/Furans Diuron Fluoride Guthion Hexachlorophene Malathion Methoxychlor Methyl Ethyl Ketone Mirex Nitrate- Nitrogen N-Nitrosodiethyla mine N-Nitroso-di-n-Butylamine Non I henol Parathion Pentachlorobenzene Pyridine 1 ,2-Dibromoethane 1 ,2,4,5 - Tetrachlorobenzene 2,4,5- TP Silvex Tribut Itin 2,4,5 - Trichlorophenol TTHM Total trihalomethanes C.3 Metals, Cyanide and Phenols C.3.1 Total Cyanide EA 512 $ 25.00 $12,800.00 C.3.2 Total Phenols EA 512 $ 30.00 $15,360.00 C.3.3 Total Metals *includes EA 128 $169.00 $21,632.00 Antimony, Total Arsenic, Total Beryllium, Total Cadmium, Total Chromium, Total Chromium (Hex) Chromium Tri Copper, Total Lead, Total Mercury, Total Nickel, Total Selenium, Total Silver, total Thallium, Total Zinc, Total Cyanide, Available C.4 Bio Solid Testing C.4.1 TCLP Metals *includes EA 24 $95.00 $2,280.00 Arsenic Barium Cadmium Chromium Lead Mercury Selenium Silver C.4.2 TCLP Volatiles *includes EA 24 $90.00 $2,160.00 Benzene Carbon Tetrachloride Chlorobenzene Chloroform 1 ,4- dichlorobenzene 1 ,2-dichloroethane 1 ,1-dichloroet lene Methyl ethyl ketone Tetra chloroeth lene Trichloroethylene Vinyl Chloride C.4.3 TCLP Semi-Volatiles *includes EA 24 $145 $3,480.00 Chlordane 2,4-D 2,4-dinitrotoluene Endrin Heptachlor Hexachlorobenzene Hexachlorobutadiene Hexachloroethane Lindane Cresols total o, m, Methoxychor Nitrobenzene Pentachlorophenol Pyridine Toxaphene 2,4-5-trichlorophenol 2,4-6-trichlorophenol 2,4-5-TP Silvex C.4.4 Significant Industrial Users (SIU) Annual Samples C.4.1 Oil and Grease EA 10 $ 45.00 $ 450.00 C.4.2 Phenols EA 10 $ 30.00 $ 300.00 C.4.3 Arsenic EA 10 8.00 $ 80.00 C.4.4 Cadmium EA 10 $ 8.00 $ 80.00 C.4.5 Total Chromium EA 10 $ 8.00 $ 80.00 C.4.6 Copper EA 10 $ 8.00 $ 80.00 C.4.7 Cyanide EA 10 $ 25.00 $250.00 C.4.8 Lead EA 10 8.00 $ 80.00 C.4.9 Mercury EA 10 $ 18.00 C.4.10 Nickel EA 10 8.00 $ 80.00 C.4.11 Silver EA 10 $ 8.00 $ 80.00 C.4.12 Zinc EA 10 $ 8.00 $ 80.00 C.4.13 Non-polar Oil and Grease EA 10 $ 50.00 $ 500.00 C.4.14 Total Toxic Organics EA 10 $305.00 $3,050.00 C.4.15 Cobalt EA 10 $ 8.00 80.00 C.4.16 Tin EA 10 8.00 $ 80.00 C.4.17 Bis (2-ethylexyl) phthalate EA 10 $ 20.00 $ 200.00 C.4.18 Carbazole EA 10 $ 20.00 $ 200.00 C.4.19 O-Cresole EA 10 $ 20.00 $ 200.00 C.4.20 p-Cresole EA 10 $ 20.00 $ 200.00 C.4.21 Fluoranthene EA 10 $ 20.00 $ 200.00 C.4.22 n-Octadecane EA 10 $ 20.00 $ 200.00 TOTAL ** $ 21 1 ,982.00 ** The price on this bid form is for 3 years. The annual price is $70,661.00 with items purchased on an as needed basis. Attachment C NO INSURANCE REQUIREMENTS The City's Legal Department has recommended there be no insurance requirements for this particular scope of work, Purchase Contracts— Supply Agreements—Equipment Leases - Goods or Equipment Delivered to City Other Than Hazardous Chemicals. 2021 Insurance Requirements Ins. Req. Exhibit 1-A Purchase Contracts— Supply Agreements—Equipment Leases Goods or Equipment Delivered to City Other Than Hazardous Chemicals 05/10/2021 Risk Management—Legal Dept. Attachment D - Warranty Requirements "No warranty required for this Agreement." ATTACHMENT E WASTEWATER CONSENT DECREE Special Conditions Special Project procedures are required from the CONTRACTOR as specified herein. The CONTRACTOR shall implement and maintain these procedures at the appropriate time, prior to and during performance of the work. The following special conditions and requirements shall apply to the Project: I. Consent Decree Notice Provision—The City of Corpus Christi ("City"), the United States of America and the State of Texas have entered into a Consent Decree in Civil Action No. 2:20-cv-00235, United States of America and State of Texas v. City of Corpus Christi in the United States District Court for the Southern District of Texas, Corpus Christi Division (the "Consent Decree"). A copy of the Consent Decree is available at https://www-cdn.cctexas.com/sites/default/files/CC-Consent-Decree.pdf By signature of the Contract, CONTRACTOR acknowledges receipt of the Consent Decree. II. Performance of work. CONTRACTOR agrees that any work under this Contract is conditioned upon CONTRACTOR's performance of the Work in conformity with the terms of the Consent Decree. All Work shall be performed in accordance with the Design Criteria for Wastewater Systems under Title 30 Chapter 217 of the Texas Administrative Code, 30 Tex. Admin. Code Ch. 217, and using sound engineering practices to ensure that construction, management, operation and maintenance of the Sewer Collection System complies with the Clean Water Act. Work performed pursuant to this contract is work that the City is required to perform pursuant to the terms of the Consent Decree. In the event of any conflict between the terms and provisions of this Consent Decree and any other terms and provisions of this Contract or the Contract Documents, the terms and provisions of this Consent Decree shall prevail. III. Retention of documents — CONTRACTOR shall retain and preserve all non- identical copies of all documents, reports, research, analytical or other data, records or other information of any kind or character (including documents, records, or other information in electronic form) in its or its sub-contractors' or agents' possession or control, or that come into its or its sub-contractors' or agents' possession or control, and that relate in any manner to this contract, or the performance of any work described in this contract (the "Information"). This retention requirement shall apply regardless of any contrary city, corporate or institutional policy or procedure. CONTRACTOR, CONTRACTOR's sub-contractors and agents shall retain and shall not destroy any of the Information until five years after the termination of the Consent Decree and with prior written authorization from the City Attorney. CONTRACTOR shall provide the City with copies of any documents, reports, analytical data, or other information required to be maintained at any time upon request from the City. IV. Liability for stipulated penalties — Article I X of the Consent Decree provides that the United States of America, the United States Environmental Protection Agency and the State of Texas may assess stipulated penalties including interest against the City upon the occurrence of certain events. To the extent that CONTRACTOR or CONTRACTOR's agents or sub-contractors cause or contribute to, in whole or in part, the assessment of any stipulated penalty against the City, CONTRACTOR agrees that it shall pay to City the full amount of any stipulated penalty assessed against and paid by City that is caused or contributed to in whole or in part by any action, failure to act, or failure to act within the time required by any provision of this contract. CONTRACTOR shall also pay to City all costs, attorney fees, expert witness fees and all other fees and expenses incurred by City in connection with the assessment or payment of any such stipulated penalties, or in contesting the assessment or payment of any such stipulated penalties. In addition to any and all other remedies to which City may be entitled at law or in equity, CONTRACTOR expressly authorizes City to withhold all amounts assessed and paid as stipulated penalties, and all associated costs, fees, or expenses from any amount unpaid to CONTRACTOR under the terms of this contract, or from any retainage provided in the contract. �vs cr� �o o H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Wesley Nebgen, Director of Water System Infrastructure We s I ey N(a)cctexa s.co m (361) 826-3111 Bill Mahaffey, Director of Gas Operations BilIM(a)cctexas.com (361) 826-1801 Josh Chronley, Assistant Director of Contracts & Procurement Josh C2(a)cctexas.com (361) 826-3169 Supply Agreements for Purchase of Aclara Meter Transmission Units for Corpus Christi Water and Gas Operations CAPTION: Resolution authorizing two one-year supply agreements, with two additional one-year options, with Aclara Technologies, LLC, of St. Louis, Missouri, to purchase meter transmission units for both Corpus Christi Water, in an amount not to exceed $3,207,013.33, and a potential of $9,621 ,039.99 if all options are exercised, and Gas Operations, in an amount not to exceed $2,615,991.05, and a potential amount of$7,847,973.15 if all options are exercised, with FY 2023 funding of $1 ,000,000.00 from Water Fund and $363,332.09 from Gas Fund. SUMMARY: This resolution authorizes two one-year supply agreements, each having two additional one- year options for the purchase of transmission units (MTUs). These agreements, one each for Corpus Christi Water (CCW) and Gas Operations, are necessary to ensure a steady supply of MTUs to collect automatic meter reads for customer billing. This item has been reviewed by the Information Technology Department who support the agreement. BACKGROUND AND FINDINGS: The City of Corpus Christi has approximately 103,000 metered water connections and 58,100 metered gas connections, with new service connections added daily. In 2005, the City of Corpus Christi began implementation of the automated metering infrastructure that allows the wireless collection of daily meter readings for CCW and Gas Operations. New meter transmission units must be installed to replace those that are broken or damaged, or at new service connections lacking the required equipment. It is estimated that CCW will need 12,000 units per year and 6,000 units for Gas Operations PROCUREMENT DETAIL: This is a sole source procurement. Aclara Technologies LLC is the sole source manufacturer of the STAR Fixed Network Automatic Meter Reading System which is currently installed throughout the city. Meter transmission units and MTU programmer software are proprietary products of Aclara and are not compatible with any other automatic meter reading system. The new contract pricing reflects a 15% increase. ALTERNATIVES: An alternative to awarding these supply agreements is to not enter into an agreement, which would require separate procurements on an as-needed basis. This would reduce the economies of scale pricing secured through a long-term contract, increase the time delay due to the procurement process, thereby resulting in inaccurate or non-reads on customer utility bills. FISCAL IMPACT: The fiscal impact for CCW in FY 2023 is $ 1 ,000,000.00 and $ 363,332.09 for Gas Operations. Additional amounts will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 4010 Water Organization/Activity: 31510 Maintenance of Water Meters Department: 45 Project # (CIP Only): N/A Account: 520150 Meter/sery cnnct mat Fund: 4562 Gas 2023 CIP Organization/Activity: E12132014562EXP Department: 11 Project # (CIP Only): E12132 Gas Life Cycle Replacement Program Account: 520150 Meter & svc connection material RECOMMENDATION: Staff recommends approval of this resolution with Aclara Technologies, LLC as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Supply Agreement- Corpus Christi Water Supply Agreement- Gas Operations Resolution authorizing two one-year supply agreements, each having two additional one-year options for a combined amount not to exceed $5,823,004.38 and a potential amount of$17,469,013.14 if options are exercised, with Aclara Technologies, LLC, of St. Louis, Missouri, to purchase meter transmission units for both Corpus Christi Water, in an amount not to exceed $3,207,013.33, and a potential of $9,621,039.99 if all options are exercised, and Gas Operations, in an amount not to exceed $2,615,991.05, and a potential amount of $7,847,973.15 if all options are exercised, with FY 2023 funding of$1,000,000.00 from Water Fund and $363,332.09 from Gas Fund. WHEREAS, these supplies will be used by Corpus Christi Water and Gas Operations to meet the operational needs of the department which are critical in sustaining the department's operational reliability for service; WHEREAS, State law provides that such procurements, as described above, are subject to statutory procurement requirements, including competitive bids, unless an exemption applies; and WHEREAS, the City Council finds there is a statutory exemption for this procurement in Local Government Code, Section 252.022(a)(7)(A), as this purchase is available from only one source due to special processes or patents; WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a)(7)(D), as this purchase is for captive replacement parts or components for equipment; and WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a)(2), as this purchase is necessary to preserve or protect the public health and safety of the City's residents. 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 designee, is authorized to execute two supply agreements with Aclara Technologies LLC., for the purchase meter transmission units for both Corpus Christi Water, in an amount not to exceed $3,207,013.33 and a potential of $9,621 ,039.99 if all options are exercised, and Gas Operations, in an amount not to exceed $2,615,991 .05 and a potential amount of $7,847,973.15 if all options are exercised, with FY 2023 funding of $1 ,000,000.00 from Water Fund and $363,332.09 from Gas Fund. Page 1 of 2 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 2 of 2 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 muS c.� w � > SUPPLY AGREEMENT NO. 4458 U Aclara Water MTU's yOP'PORAI EO 1852 THIS Aclara Water MTU's Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Aclara Technologies, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Aclara Water MTU's in response to Request for Bid No. SS - 4458 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Aclara Water MTU's in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2 Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two additional one-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. 3. Compensation and Payment. This Agreement is for an amount not to exceed $3,207,013.33, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: Supply Agreement-Aclara Page 1 of 7 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4, Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Amanda Howard Department: Corpus Christi Water Phone: 361-826-1894 Email: AmandaC@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, Contractor shall provide the City with at least 20 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. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Contractor until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced at no charge to the City provided that City notifies the Contractor in writing within 20 days ("Acceptance Period") of Contractor delivering the products to a particular place designated by the City. In the event City does not notify Contractor on or before the expiration of the Acceptance Period of the unacceptability of any delivered products, such products shall be deemed to be acceptable to City, and such goods shall be warranted pursuant to Paragraph 8. Supply Agreement-Aclara Page 2 of 7 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens orencumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12 Subcontractors. In providing the Goods, Contractorwill not enter into subcontracts or utilize the services of subcontractors. For the avoidance of doubt, although a contract manufacturer of Products is not deemed a subcontractor under this Article, a contract manufacturer shall be considered an agent for purposes of this Agreement and Contractor shall be responsible and liable for the acts and omissions of such contract manufacturer. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. Supply Agreement-Aclara Page 3 of 7 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Amanda Howard Title: Contracts/Funds Administrator Address: 2726 Holly Road, Corpus Christi, TX 78415 Phone: 361-826-1894 Fax: (361) 826-4495 IF TO CONTRACTOR: Aclara Technologies, LLC Attn: Legal Department 77 Westport Plaza, Suite 500. St. Louis, MO 63146 Phone: 314-895-6425 Fax: N/A 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION BROUGHT BY A THIRD PARTY ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT WHICH RESULTS IN DIRECT DAMAGES OR RESULTS FROM TO THE EXTENT CAUSED BY THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS PROVIDED THAT: A. THE CITY PROMPTLY NOTIFIES CONTRACTOR IN WRITING OF SUCH CLAIMS; B. CITY FULLY COOPERATES WITH CONTRACTOR IN ASSISTING IN THE DEFENSE OR SETTLEMENT OF SUCH CLAIMS; AND C. CONTRACTOR Supply Agreement -Aclara Page 4 of 7 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 SHALL INVESTIGATE SUCH CLAIMS AND HAS THE SOLE RIGHT TO CONDUCT THE DEFENSE OF SUCH CLAIM OR TO SETTLE SUCH CLAIM. CONTRACTOR SHALL DEFEND AT ITS OWN EXPENSE, WITH COUNSEL OF ITS CHOOSING, BUT REASONABLY ACCEPTABLE TO THE CITY, ANY SUIT OR ACTION BROUGHT AGAINST INDEMNITEES BASED UPON SUCH CLAIMS. 18. Termination. (A) (A)The City may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement. The City must give the Contractor 30 days' written notice of the breach. If the Contractor has not cured within the 30-day period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Limitation of Liability. Notwithstanding anything contained herein to the contrary, the total aggregate liability of either Party for all liability arising out of or in connection with the performance of its obligations under this Agreement shall be limited to the aggregate sum of payments made by the City to Contractor under this Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 20. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 21. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. Supply Agreement-Aclara Page 5 of 7 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 22 Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 23. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 24. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 26. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Supply Agreement-Aclara Page 6 of 7 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 CONTRACTOR I_D.00USignedby: ff L' Signature: 53474 F6105C54F4... Printed Name: Kumi Premathilake Title: DVP AMI & Services Date: 5/1/2023 CITY OF CORPUS CHRISTI Josh Chronley Interim Assistant Director, Contracts and Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB No. 4458 Exhibit 2: Contractor's Bid Response Supply Agreement-Aclara Page 7 of 7 DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 Attachment A: Scope of Work 1 . General Requirements/Background Information Corpus Christi Water will be receiving water meter transmission units (MTUs) and associated parts from the Contractor. 2. Scope of Work A. The Contractor shall be responsible for supplying Corpus Christi Water with MTUs and associated parts. B. Quantities ordered for the items listed above will vary depending on the necessity and urgency of the workload. Due to market price inflation and fluctuations, a price increase of up to 5% per year, with prior approval, will be added to each contract year. 3. Shipping and Returning A. The Contractor shall be responsible for all shipping charges to Corpus Christi Water. Corpus Christi Water shall be responsible for any shipping charges for the return of units under warranty. C. The Contractor shall ship items ordered to: Corpus Christi Water 2726 Holly Road Corpus Christi, TX 78415 4. Invoicinq A. The Contractor shall submit an original invoice to: City of Corpus Christi Attn: Corpus Christi Water P.O. Box 9277 Corpus Christi, TX 78469-9277 B. The Contractor shall also submit an electronic copy of the invoice to: CCWAccountsPayable@cctexas.com DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 Exhibit B-Standard Pricing Schedule Aclara Pricing for the City of Corpus Christi(TX) I Aclara RF Water Hardware A Inrc Quote# 662023 Date: 3/13/2023 HARDWARE Item Description Part Number Qty Unit Price Extended Price Notes 1.0 WATER ENDPOINTS 1.01 Water Meter MTU-Encotler,Single Por+,Ext..d.dd Range,12'wire 3451012-DBW 12.000 (7,8) 1.02 Water Meter MTU-Encotler,Single Port,Ext..d.d Range,TN—,Connector Cable 3451-103-OBW 12.000 (7,8) 103 Water Meter MTU-Encotler,Single Port,PA Litl antenna,12'wire-ext..d.d range(antenna-Id separately) 345+612-DBW-A 1 (7,8) 1.04 Water Meter MTU-Encotler,Single Port,PA Litl antenna,3'Nicor connector-ext..d.d range(antenna s.Id separately) 3451-103-OBW-A 1 (7,8) 1.05 Water Meter MTU-Encotler,D..I P.N,12'wira-ext..d.d,..ge 3452612-DBW 1 (7,8) 1.W Water Meter MTU-E...6e,,D..I P.N,3'N-,conned.,-ext..de range 3452-103-OBW 1 (7,8) 1.07 Water Meter MTU-Encotler,D..I P.N,Pit Litl antenna,12'wire-ext..de range(antenna-Id separately) 3452612-DBW-A 1 (7,8) 1.08 Water Meter MTU-Encotler,D..I P.N,Pit Litl antenna,TN—,conned.,-ext..d.d range(antenna-Id separately) 3452-103-OBW-A 1 (7,8) 1 09 Water Meter MTU-Series 30M Pit Litl Antenna(MTU-Id separately) 073-3002 4 (7,8) 1.10 Water Meter MTU-Water MTU Antenna Mounting Kit:Tab IW-10571-04 4 (7,8) 1.11 Ad—Water MTU-0.d....d 2:Single Port,Encotler,Remote shutoff,12'wire-ext..de range 345+612-0CVW 500 (7,8) 1.12 Z...S—ll Assembly STU/SS Logger/Cable 438+60&Z02 100 (78) 438160&Z-11 1.13 Diehl Remote Diac....d SET Valve 500 (7,8) 1.14 DiehlRemote Dw....d SET Valve..d 3/4"Water Meter 500 (8) 1.15 S...tary Sewer O-low-Level 1 (7 8) 1.16 S...tary Sewer 0-low-Alarm 1 (78) 1.17 Pressure Mon A.".g 1 (7,8) Subtotal: $3,207,013.33 Material Handling&Freight: Included Grand Total: $3,207,013.33 ?apss> 1 oft DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 Exhibit B-Standard Pricing Schedule PRICING ASSUMPTIONS A IG,",-1 N,1,This Proposal/Quotation i,I...I upon the 1,rhh—1 contlitions set ford,in11,Ad—11"1,rl T,—,,"l C*"Iili...*11,1-for E,"ip-1,n1 C,,1h,in 1—i...11,1--il,bl,onA,I,-',—b,il,,I Any conflicting or atltliflonal terms antl contlitions containetl in any resulting purchase ortler are hereby rejectetl unless agreetl to in writing by Aclara. GENERAL 1 Pricing remains in effect for a periotl of 90�lays imm the date above. 2 The fi.—ed pricing shown is based..quantities antl proposed herein,any changes..y—.R,..pricing dj.M.-t St..d-.1..e pricing for lined....y b.provided upon request. 3 Total extended p—shown—1.d-..y.ppl—bl.S.1-Tax. 4 In the.—t of unusual and significant fl,,t-t—i,commodities,freight,-d/, gist—Ad—reserves the right t,adjust pricing with 30 days notice. 5 Th..bo-quote valid f.,d.1--.,thh.12 months..Iyf,.m the date above. ENDPOINTS 6 D.-..t iad.d.th...t.,meter. 7 Subject t.5%annual.—W—M.ftg year 2 Fred Win— Ad—Technologies LLC 469493-0021 f—int.r..h.bb.H.— 2 oft DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 ATTACHMENT C INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI)with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. Regardless of any language in other portions of this exhibit related to the other insurance types, only those coverages listed in the table below are required for this agreement. 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 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692FO5D242 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 • Aclara will provide the City with at 20 days prior written notice 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. 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. 2023 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services—Services Performed Offsite 01/01/2023 Risk Management—Legal Dept. A TTA nun�ENT D DocuSign Envelope ID:2FCFE856-AOCD-44CB-962F-59692F05D242 Aclara®RF Water/Gas Warranties 1. Aclara® RF Water / Gas MTU Warranty. Aclara Technologies LLC one (1) year from the date of original product shipment ('Warranty ("Aclara")warrants to the original Purchaser of an Aclara RF Water or Period"). Gas Meter Transmission Unit("MTU")that the MTU shall be free from defects in material and workmanship for a period of ten(10)years from Any Programmer manufactured by Aclara that, within the Warranty the date of original product shipment("Warranty Period"). Period,fails as a result of a defect in material or workmanship,when returned to Aclara,freight prepaid,will be repaired or replaced,at the Any MTU manufactured by Aclara that,within Warranty Period,fails as option of Aclara,without charge to the Purchaser.A Programmer which a result of a defect in material or workmanship,when returned to Aclara, has been repaired or replaced by Aclara will be returned to the freight prepaid, will be repaired or replaced, at the option of Aclara, Purchaser by Aclara, freight prepaid. Aclara warrants replacement without charge to the Purchaser. A MTU which has been repaired or Programmers for the longer of: (i)the remaining term of the Warranty replaced by Aclara will be returned to the Purchaser by Aclara,freight Period applicable to the Programmer repaired or replaced,or(ii)ninety prepaid.Aclara warrants replacement MTUs for the remaining term of (90)days from the date the repaired Programmer or its replacement is the Warranty Period applicable to the MTU repaired or replaced. returned to Purchaser. Subject to the limitations set forth herein,Aclara will replace any MTU 4. Software.All of the products set forth herein include software which is that,after expiration of the Warranty Period but before the expiration of proprietary to Aclara and which is protected by United States Copyright the twentieth(20th)full year after the date of original product shipment, Laws with which the Purchaser must comply. Purchaser has the right fails as a result of a defect in material or workmanship. The price of to utilize the software in the product with the product, but Purchaser replacement will be prorated in accordance with the following table may not disassemble,decompile,or modify the software.The software based on the number years of service before failure: is confidential and the property of Aclara and shall not be disclosed to others. Years of Service Replacement Price Percentage 5. Return Material Authorization Process.The return of defective products 11 55% under a warranty claim must be returned in accordance with Aclara's 12 60% Return Material Authorization(RMA)Process.Please refer to the latest 13 65% process document posted to the Aclara customer portal at: 14 70% https://aclaratech.force.com/login 15 75% 16 80% 6. Warranty Claim. The warranty remedies set forth herein shall be 17 85% contingent upon: (1) Purchaser providing written notice of a warranty 18 90% claim to Aclara within the applicable warranty period;and(2)Purchaser 19 95% returning the defective product to Aclara within sixty (60) days of removal and in accordance with the RMA Process.. 20 100% 7. Exceptions to Warranties.The following apply to all warranties offered The price to replace a defective MTU will be calculated by multiplying to Purchaser by Aclara and set forth herein. the applicable Replacement Price Percentage by the MTU price in a. All costs associated with the removal and/or reinstallation of a effect at the time of replacement. defective product shall be the responsibility of the Purchaser. b. The warranties set forth herein do not cover repairs or The warranty offered to Purchaser shall only cover MTUs(i)configured replacements required as a result of misuse, mishandling, to default factory settings (hourly readings and four(4)transmissions improper storage, accident, modification, improper operation, per day), (ii)operated within standard operating conditions(averaging installation errors, meter failures,theft,vandalism,acts of god or no more than two(2)on-demand or valve position change requests per repair by unauthorized personnel. month,up to two(2)firmware downloads and one(1)full ninety-six(96) C. Aclara reserves the right to supply factory refurbished equipment, day data log extraction over the life of the MTU),and (iii)was installed new equipment, or a newer model that provides equivalent or and initiated within one(1)year of the date of original product shipment better performance. date. 8. NO IMPLIED WARRANTIES. THE WARRANTIES CONTAINED 2. Aclara®RF DCU Warranty.Aclara warrants to the original Purchaser HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR of an Aclara RF Data Collection Unit("DCU")that the DCU shall be free IMPLIED,INCLUDING WARRANTIES FOR MERCHANTABILITY AND from defects in material and workmanship for a period of one(1)year FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF from the date of original product shipment("Warranty Period"). ACLARA SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA BE Any DCU manufactured by Aclara that,within the Warranty Period,fails LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO as a result of a defect in material or workmanship,will be repaired or SPECIAL,DIRECT,INDIRECT,INCIDENTAL,CONSEQUENTIAL,OR replaced, at the option of Aclara, without charge to the Purchaser. PUNITIVE DAMAGES, RESULTING FROM PRODUCT Aclara shall either: (1)Provide a return authorization to the Purchaser INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE to return the defective DCU for repair;or(2)Perform on-site repair of REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO the defective DCU, provided Purchaser pays all reasonable Aclara EVENT SHALL THE LIABILITY OF ACLARA EXCEED THE PRICE OF travel expenses. Aclara will be responsible for cost inbound and THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE outbound freight when using shipping method of Aclara's choice. LIMITATION OF REMEDIES SET FORTH HEREIN IS IN Purchaser must provide reasonable access to the DCUs and shall be RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND responsible for additional costs incurred should Aclara be prevented THE INCONVENIENCE AND NON-FEASIBILITY OF OTHERWISE access at the scheduled time. MEASURING DAMAGES AND OBTAINING AN ADEQUATE Aclara warrants replacement DCUs for the longer of:(i)the remaining REMEDY. THE WARRANTIES CONTAINED HEREIN MAY NOT BE term of the Warranty Period applicable to the DCU repaired or replaced, ALTERED, AMENDED, OR MODIFIED, EXCEPT BY A WRITTEN or (ii) ninety (90) days from the date the repaired DCU or its INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE replacement is returned to Purchaser. OF ACLARA. 3. Aclara®RF Water/Gas Wireless Field Programming Coil Warranty. Aclara warrants to the original Purchaser of an Aclara RF Water/Gas Wireless Field Programming Coil("Programmer")that the Programmer shall be free from defects in material and workmanship for a period of Confidential&Proprietary 1 of 1 Revision A.12/10/19 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 SC w � � SUPPLY AGREEMENT NO. 4707 v Aclara Gas Meter MTU's NO RPO RPi E 1852 THIS Aclara Gas Meter MTU's Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Aclara Technologies, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Aclara Water MTU's in response to Request for Bid No. SS - 4707 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Aclara Gas Meter MTU's in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two additional one-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. 3. Compensation and Payment. This Agreement is for an amount not to exceed $2,615,991 .05, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: Supply Agreement-Aclara Page 1 of 7 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Maria Morales Department: Corpus Christi Gas Phone: 361-885-6945 Email: MariaM@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, Contractor shall provide the City with at least 20 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. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Contractor until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced at no charge to the City provided that City notifies the Contractor in writing within 20 days ("Acceptance Period") of Contractor delivering the products to a particular place designated by the City. In the event City does not notify Contractor on or before the expiration of the Acceptance Period of the unacceptability of any delivered products, such products shall be deemed to be acceptable to City, and such goods shall be warranted pursuant to Paragraph 8. Supply Agreement-Aclara Page 2 of 7 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens orencumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12 Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. For the avoidance of doubt, although a contract manufacturer of Products is not deemed a subcontractor under this Article, a contract manufacturer shall be considered an agent for purposes of this Agreement and Contractor shall be responsible and liable for the acts and omissions of such contract manufacturer. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. Supply Agreement-Aclara Page 3 of 7 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Maria Morales Title: Contracts/Funds Administrator Address: 4225 South Port Ave, Corpus Christi, TX 78415 Phone: 361-885-6945 Fax: (361) 853-3200 IF TO CONTRACTOR: Aclara Technologies, LLC Attn: Legal Department 77 Westport Plaza, Suite 500. St. Louis, MO 63146 Phone: 314-895-6425 Fax: N/A 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION BROUGHT BY A THIRD PARTY ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT WHICH RESULTS IN DIRECT DAMAGES OR RESULTS FROM TO THE EXTENT CAUSED BY THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS PROVIDED THAT: A. THE CITY PROMPTLY NOTIFIES CONTRACTOR IN WRITING OF SUCH CLAIMS; B. CITY FULLY COOPERATES WITH CONTRACTOR IN ASSISTING IN THE DEFENSE OR SETTLEMENT OF SUCH CLAIMS; AND C. CONTRACTOR Supply Agreement-Aclara Page 4 of 7 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 SHALL INVESTIGATE SUCH CLAIMS AND HAS THE SOLE RIGHT TO CONDUCT THE DEFENSE OF SUCH CLAIM OR TO SETTLE SUCH CLAIM. CONTRACTOR SHALL DEFEND AT ITS OWN EXPENSE, WITH COUNSEL OF ITS CHOOSING, BUT REASONABLY ACCEPTABLE TO THE CITY, ANY SUIT OR ACTION BROUGHT AGAINST INDEMNITEES BASED UPON SUCH CLAIMS. 18. Termination. (A) (A)The City may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement. The City must give the Contractor 30 days' written notice of the breach. If the Contractor has not cured within the 30-day period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Limitation of Liability. Notwithstanding anything contained herein to the contrary, the total aggregate liability of either Party for all liability arising out of or in connection with the performance of its obligations under this Agreement shall be limited to the aggregate sum of payments made by the City to Contractor under this Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 20. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 21. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. Supply Agreement-Aclara Page 5 of 7 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 22 Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 23. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 24. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1 ,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 26. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Supply Agreement-Aclara Page 6 of 7 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 CONTRACTOR I_D.00USignedby: ff L' Signature: 53474 F6105C54F4... Printed Name: Kumi Premathilake Title: DVP AMI & Services Date: 5/16/2023 CITY OF CORPUS CHRISTI Josh Chronley Interim Assistant Director, Contracts and Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB No. 4707 Exhibit 2: Contractor's Bid Response Supply Agreement-Aclara Page 7 of 7 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 SC GO � U ATTACHMENT A: SCOPE OF WORK C09PORASE 1852 1.1 General Information A. The Supplier shall supply Gas Meter Transmission Units (MTU) and associated parts for the City of Corpus Christi Gas Operations Department. B. This Agreement is for one yearwith the option up to two additional one-year periods. Quantities ordered for the items listed below will vary depending on the necessity and urgency of the workload. Due to market price inflation and fluctuations, a price increase of up to 5%per year,with prior approval,will be added to each contract year. Software is subject to a 3% annual escalation starting in year 3.Set-up fee for equipment is included under Professional Services 4.01. C. The Supplier is responsible for all shipping charges. The City is responsible for shipping charges for the return of units under warranty. D. The Supplier shall ship items ordered to: City of Corpus Christi Gas Department 4225 South Port Avenue Corpus Christi, Texas 78415 E. Delivery Schedule 1. All other MTU and associated parts will be ordered on an "as needed" basis. 2. The City may terminate this Agreement for the Supplier's failure to perform the work specified in the Agreement.The City must give the Supplier 30 days' written notice of the breach. If the Supplier has not cured within the 30-day period,the City Manager may terminate this Agreement immediately thereafter. 3. The Delivery Scheduled provided here is for estimation purposes only and is not a guarantee that any specific meters will be purchased on a specified timeline. If the City is aware that specified meters are not needed, the City will endeavor to provide 30 days' notice of the actual requested amount to the Supplier. DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 1.2. Invoicing 1. The Supplier shall mail the original invoice to the address below: City of Corpus Christi Attention: Accounts Payable (Gas Department) P.O. Box 9277 Corpus Christi, Texas 78469-9277 2. The supplier shall email an electronic copy of the invoice to Paul Vandehey at paulv24cctexas.com. DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAR-E868FEEC12D1 Exhibit B-Standard Pricing Schedule Aclara Pricing for the City of Corpus Christi(TX) Aclara RF Gas Hardware-2023 Gas Contract Amendment AcI a r Quote# 662023 Date: 3/13/2023 HARDWARE hem Description Part Number Qty Unit Price Extended Price Notes 1.01 Gas Meter MTU-Residential,Direct Mount,American Style,Standard Range,3500 Sense 3531-010RBS2 4,000 (7) 1.02 Gas Meter MTU-Residential,Direct Mount,Sensus/Rockwell(11 tooth)Style,Standard Range,3500 Series 3541-021RBS2 4,000 (7) 1.03 Gas Meter MTU-Residential,Direct Mount,Itron/Spregue Style,Standard Range,3500 Series 3551-031RBS2 400 (7) 1.04 Gas Meter MTU-Residential,Direct Mount,American Style,Extended Range,3500 Series 3531-010RBS2W 100 (7) 1.05 Gas Meter MTU-Residential,Direct Mount,Sensus/Rockwell(11 tooth)Style,Extended Range,3500 Series 3541-021RBS2W 100 (7) 1.06 Gas Meter MTU-Commercial,Direct Mount,American Style,Standard Range,3500 Sense 3571-015RBS2 600 (7) 1.07 Gas Meter MTU-Remote Mount,Single Pon,Extended Range,3600 Sense 3621-0OORBS2W 200 (7) 1.08 Gas Meter MTU-Residential,Direct Mount,American Style,Standard Range,3100 Serres 3131-010RBS2 10,000 (7) 1.09 Gas Meter MTU-Residential,Direct Mount,Senaus/Rockwell(11 tooth)Style,Standard Range,3100 Serres 3141-021RBS2 4,000 (7) 1.10 Gas Meter MTU-Residential,Direct Mount,Sensus/Rockwell(18 tooth)Style,Standard Range,3100 Serres 3141-022RBS2 5 (7) 1.11 Gas Meter MTU-Residential,Direct Mount,Itron/Sprague Style,Standard Range,3100 Series 3151-031RBS2 400 (7) 1.12 Gas Meter MTU-Residential,Direct Mount,American Style,Extended Range,3100 Series 3131-010RBS2W 100 (7) 1.13 Gas Meter MTU-Residential,Direct Mount,Sensus/Rockwell(11 tooth)Style,Extended Range,3100 Series 3141-021RBS2W 100 (7) 1.14 Gas Meter MTU-Com menial,American Style,Standard Range,3100 Series 3171-01 S2 600 (7) 1.15 Gas Meter MTU-Pulse Input,Single Port.Extended Range,3300 Series 3321-000-RBS2W 200 (7) 1.16 Wireless Fie Id Programming Coil 109-6900 45 (8) HARDWARE SUTOTAL: $2,215,991.05 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAR-E868FEEC12D1 Exhibit B-Standard Pricing Schedule HARDWARE-WARRANTIED AVAILABLE MTU'S Item Description Part Number Qty Unit Price Extended Price Notes 2]'#.{.ENDPOINTS 2.01 Gas Meter MTU-Residential,Direct Mount,American Style,Standard Range..3500 Sense 3531-010-RBS2 as per wanentietl volume as per wanentietl rate determined per order (7) 2.02 Gas Meter MTU-Residential,Direct Mount,SensusRookwell(11 tooth)Style,Standard Range,3500 Series 3541-021-RBS2 as per wanentietl volume as per wanentietl rate determined per order (7) 2.03 Gas Meter MTU-Residential,Direct Mount,Itron/Sprague Style,Standard Range,3500 Series 3551-031-RBS2 as per wanentied volume as per wanentietl rate determined per order (7) 2.04 Gas Meter MTU-Residendal,Direct Mount,American Style,Extended Range,3500 Series 3531-010RBS2W as per wanentied volume as per wanentietl rate determined per order (7) 2.05 Gas Meter MTU-Residential,Direct Mount,Sensus/Rockwxll(11 tooth)Style,Extended Range,3500 Series 3541-021-RBS2W as per wanentied volume as per wanentietl rate determined per order (7) 2.06 Gas Meter MTU-Commercial,Direct Mount,American Style,Standard Range,3500 Sense 3571-015RBS2 as per wanentied volume as per wanentietl rate determined per order (7) 2.07 Gas Meter MTU-Remote Mount,Single Port,Extended Range,3600 Series 3621-000RBS2W as per wanentied voluml as per wanentietl rate determined per order (7) 2.08 Gas Meter MTU-Residential,Direct Mount,American Style,Standard Range,3100 Sense 3131-010RBS2 as per wanentied volume as per wanentietl rate determined per order (7) 2.09 Gas Meter MTU-Residential,Direct Mount,SensusRockwell(11 tooth)Style,Standard Range,3100 Serres 3141-021-RBS2 as per wanentied volume as per wanentietl rate determined per order (7) 2.10 Gas Meter MTU-Residential,Direct Mount,SensusRockwell(18 tooth)Style,Standard Range,3100 Serres 3141-022-RBS2 as per wanentied volume as per wanentietl rate determined per order (7) 2.11 Gas Meter MTU-Residential,Direct Mount,Itron/Sprague Style,Standard Range,3100 Series 3151-031-RBS2 as per wanentied velum a as per wanentietl rate determined per order (7) q2.12 Gas Meter MTU-Residen5al,Direct Mount,American Style,Extended Range,3100 Series 3131-010RBS2W as per wanentied velum as per wanentietl rate determined per order (7) 2.13 Gas Meter MTU-Residential,Direct Mount,Sensus/Rockwxll(11 tooth)Style,Extended Range,3100 Series 3141-021-RBS2W as per wanentied velum a asper wanentietl rate date nn ined per order (7) 2.14 Gas Meter MTU-Commercial,American Style,Standard Range,3100 Series 3171-015RBS2 as per wanentied velum as per wanentietl rate determined per order (7) 2.15 Gas Meter MTU-Pulse Input..Single Port.Extended Range..3300 Series 3321-000-RB32W as per wanentietl volum as per wanentietl rate determined per order (7) HARDWARE SUBTOTAL: $400,000.00 Subtotal: $2,615,991.05 Material Handling&Freight: Included Grand Total: $2,615,991.05 (1,2,3,4,5,6) 2 of DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAR-E868FEEC12D1 Exhibit B-Standard Pricing Schedule PRICING ASSUMPTIONS �Gem-11WIte:Tli,Proposal/Quotation is based upon the terns and conditions set forth in the Aclara Standard Tarts and Conditions of Sales for Equipment and Certain Services that are available on Aclam's website at: httn://www.adarac om/terms-and-conditions/ Any conflicting or additional terns and conditions contained in any resulting purchase order are hereby rejected unless agreed to in writing by Aclara. GENERAL 1 Pricing rem ains in effect for a period of 90-days from the date above. 2 The itemized pricing shown is based on quantities and schedules proposed herein;any changes may result in a pricing adjustment.Stand-alone pricing for each line item may be provided upon request. 3 Total extended price shown excludes any applicable Sales Tat. 4 In the event of unusual and significant fluctuation in commodities,freight,and/or logistics,Aclara reserves the right to adjust pricing with 30 days'notice. 5 The above quote is valid for deliveries within 12 in onths only from the date above. ENDPOINTS 6 Does not in clude the gas in eter.5%annual escalation on all hardware NETWORK T Final quantity of MTU Programmers to be determined based on installation plan and number of installers.Used to program and activate the MTU. Fred Quintero Aclara Technologies LLC 469493-0021 fa u i me ro®h u b be I I.com 3 cf3 DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 ATTACHMENT C INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI)with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. Regardless of any language in other portions of this exhibit related to the other insurance types, only those coverages listed in the table below are required for this agreement. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1,000,000 Per Occurrence I. Commercial Broad Form 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1 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 • Aclara will provide the City with at 20 days prior written notice 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. 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. 2023 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services—Services Performed Offsite 01/01/2023 Risk Management—Legal Dept. DocuSign Envelope ID:4D662EAF-CD29-47F3-AFAA-E868FEEC12D1A TTACHMENT D Aclara®RF Water/Gas Warranties 1. Aclara® RF Water / Gas MTU Warranty. Aclara Technologies LLC one (1) year from the date of original product shipment ('Warranty ("Aclara")warrants to the original Purchaser of an Aclara RF Water or Period"). Gas Meter Transmission Unit("MTU")that the MTU shall be free from defects in material and workmanship for a period often(10)years from Any Programmer manufactured by Aclara that, within the Warranty the date of original product shipment("Warranty Period"). Period,fails as a result of a defect in material or workmanship,when returned to Aclara,freight prepaid,will be repaired or replaced, at the Any MTU manufactured by Aclara that,within Warranty Period,fails as option of Aclara,without charge to the Purchaser.A Programmer which a result of defect in material or workmanship,when returned to Aclara, has been repaired or replaced by Aclara will be returned to the freight prepaid, will be repaired or replaced, at the option of Aclara, Purchaser by Aclara, freight prepaid. Aclara warrants replacement without charge to the Purchaser. A MTU which has been repaired or Programmers for the longer of: (i)the remaining term of the Warranty replaced by Aclara will be returned to the Purchaser by Aclara,freight Period applicable to the Programmer repaired or replaced,or(ii)ninety prepaid.Aclara warrants replacement MTUs for the remaining term of (90)days from the date the repaired Programmer or its replacement is the Warranty Period applicable to the MTU repaired or replaced. returned to Purchaser. Subject to the limitations set forth herein,Aclara will replace any MTU 4. Software.All of the products set forth herein include software which is that,after expiration of the Warranty Period but before the expiration of proprietary to Aclara and which is protected by United States Copyright the twentieth(20th)full year after the date of original product shipment, Laws with which the Purchaser must comply. Purchaser has the right fails as a result of a defect in material or workmanship. The price of to utilize the software in the product with the product, but Purchaser replacement will be prorated in accordance with the following table may not disassemble,decompile,or modify the software.The software based on the number years of service before failure: is confidential and the property of Aclara and shall not be disclosed to others. Years of Service Replacement Price Percentage 5. Return Material Authorization Process.The return of defective products 11 55% under a warranty claim must be returned in accordance with Aclara's 12 60% Return Material Authorization(RMA)Process.Please refer to the latest 13 65% process document posted to the Aclara customer portal at: 14 70% https://aclaratech.force.com/login 15 75% 16 80% 6. Warranty Claim. The warranty remedies set forth herein shall be 17 85% contingent upon: (1) Purchaser providing written notice of a warranty 18 90% claim to Aclara within the applicable warranty period;and(2)Purchaser 19 95% returning the defective product to Aclara within sixty (60) days of removal and in accordance with the RMA Process.. 20 100% 7. Exceptions to Warranties.The following apply to all warranties offered The price to replace a defective MTU will be calculated by multiplying to Purchaser by Aclara and set forth herein. the applicable Replacement Price Percentage by the MTU price in a. All costs associated with the removal and/or reinstallation of a effect at the time of replacement. defective product shall be the responsibility of the Purchaser. b. The warranties set forth herein do not cover repairs or The warranty offered to Purchaser shall only cover MTUs(i)configured replacements required as a result of misuse, mishandling, to default factory settings (hourly readings and four(4)transmissions improper storage, accident, modification, improper operation, per day), (ii)operated within standard operating conditions(averaging installation errors, meter failures,theft,vandalism,acts of god or no more than two(2)on-demand or valve position change requests per repair by unauthorized personnel. month,up to two(2)firmware downloads and one(1)full ninety-six(96) C. Aclara reserves the right to supply factory refurbished equipment, day data log extraction over the life of the MTU),and(iii)was installed new equipment, or a newer model that provides equivalent or and initiated within one(1)year of the date of original product shipment better performance. date. 8. NO IMPLIED WARRANTIES. THE WARRANTIES CONTAINED 2. Aclara®RF DCU Warranty.Aclara warrants to the original Purchaser HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR of an Aclara RF Data Collection Unit("DCU")that the DCU shall be free IMPLIED,INCLUDING WARRANTIES FOR MERCHANTABILITY AND from defects in material and workmanship for a period of one (1)year FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF from the date of original product shipment("Warranty Period"). ACLARA SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA BE Any DCU manufactured by Aclara that,within the Warranty Period,fails LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO as a result of a defect in material or workmanship,will be repaired or SPECIAL,DIRECT,INDIRECT,INCIDENTAL,CONSEQUENTIAL,OR replaced, at the option of Aclara, without charge to the Purchaser. PUNITIVE DAMAGES, RESULTING FROM PRODUCT Aclara shall either: (1)Provide a return authorization to the Purchaser INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE to return the defective DCU for repair; or(2)Perform on-site repair of REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO the defective DCU, provided Purchaser pays all reasonable Aclara EVENT SHALL THE LIABILITY OF ACLARA EXCEED THE PRICE OF travel expenses. Aclara will be responsible for cost inbound and THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE outbound freight when using shipping method of Aclara's choice. LIMITATION OF REMEDIES SET FORTH HEREIN IS IN Purchaser must provide reasonable access to the DCUs and shall be RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND responsible for additional costs incurred should Aclara be prevented THE INCONVENIENCE AND NON-FEASIBILITY OF OTHERWISE access at the scheduled time. MEASURING DAMAGES AND OBTAINING AN ADEQUATE Aclara warrants replacement DCUs for the longer of: (i)the remaining REMEDY. THE WARRANTIES CONTAINED HEREIN MAY NOT BE term of the Warranty Period applicable to the DCU repaired or replaced, ALTERED, AMENDED, OR MODIFIED, EXCEPT BY A WRITTEN or (ii) ninety (90) days from the date the repaired DCU or its INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE replacement is returned to Purchaser. OF ACLARA. 3. Aclara®RF Water/Gas Wireless Field Programming Coil Warranty. Aclara warrants to the original Purchaser of an Aclara RF Water/Gas Wireless Field Programming Coil("Programmer")that the Programmer shall be free from defects in material and workmanship for a period of Confidential&Proprietary 1 of 1 Revision A.12/10/19 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 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(a)cctexas.com (361) 826-3169 Fire Alarm and Fire Suppression Services CAPTION: Motion authorizing execution of a three-year service agreement with McMahan Services, Ltd., of Cuero, with an office in Corpus Christi, in an amount not to exceed $420,550.00 for fire alarm and fire suppression services for the Asset Management Department, with FY2023 funding of $35,046.00 from the Facility Maintenance Fund. SUMMARY: The ordinance authorizes a three-year service agreement for City Facilities' fire alarm and fire suppression services. This contract will be used by the Asset Management Department to meet department needs and provide fire protection to city facilities wherever needed. BACKGROUND AND FINDINGS: Asset Management is responsible for the repair and maintenance of over 472 city facilities. This contract will allow Facility Maintenance to provide fire protection services. The item authorizes a three-year service agreement for City Facilities' fire alarm and fire suppression services. Payment will be based on the services rendered. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid process to obtain bids for a new contract to include both fire alarm and fire suppression services. There was one bid submitted. The Request for bids was then extended an additional week to allow more time for additional bids. The city received only one responsive bid. Staff is recommending the award to the responsive, responsible bidder, McMahan Services, Ltd. ALTERNATIVES: City buildings require fire alarm and fire suppression services to provide protection. Without this agreement, many buildings would not have fire protection services. FISCAL IMPACT: The fiscal impact for Asset Management in FY 2023 is $35,046.00 for the initial three-year service agreement. The remaining cost for the initial agreement and optional years will be budgeted through the budget process. Funding will be available as work orders are requested and payment will be based on the services rendered. FUNDING DETAIL: Fund: 5115 Organization/Activity: 40300 Mission Element: 191 Project # (CIP Only): Account: 530210 RECOMMENDATION: Staff recommends approval of this motion authorizing a service agreement for fire alarm and fire suppression services for City properties as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation City of Corpus Christi Bid Tabulation Sr. Buyer: Minerva Alvarado RFB 4669 Fire Alarm and Fire Suppression Services McMahan Services Cuero,TX Item IlDescription Unit JQty jUnit Price ITotal Price Fire Alarm and Fire Suppression Modification, Replacement and Repair Licensed Technician Normal Hrs (M-F 8:00am- 1 5:00pm) HR 1500 $145.00 $217,500.00 Licensed Technician After Hrs (M-F 5:01pm- HR 500 2 7:59am, Sat, Sun, Holidays all day) $217.50 $108,750.00 Inspections 3 City Hall YR 3 $3,700.00 $11,100.00 4 Development Services-Includes Fire Dept Hqtrs YR 3 $800.00 $2,400.00 5 Fire Station#5 YR 3 $450.00 $1,350.00 6 Fire Station#17 YR 3 $450.00 $1,350.00 7 Fire Station#18 YR 3 $450.00 $1,350.00 8 Fire Warehouse &Auto Shop YR 3 $200.00 $600.00 9 Gas Dept YR 3 $200.00 $600.00 10 Health Dept-Admin Bldg YR 3 $400.00 $1,200.00 11 Health Dept-WIC Clinic YR 3 $200.00 $600.00 12 Police Dept Hqtrs YR 3 $2,450.00 $7,350.00 13 Police Bldg#19 YR 3 $200.00 $600.00 14 Flour Bluff Bravo Substation YR 3 $200.00 $600.00 15 Charlie Substation & Whse YR 3 $200.00 $600.00 16 Police Dept Evidence Storage YR 3 $200.00 $600.00 17 WWTP-Broadway Maint Storage Bldg YR 3 $700.00 $2,100.00 18 WWTP-Broadway Paint Storage Bldg YR 3 $700.00 $2,100.00 19 WWTP=Broadway Admin Bldg YR 3 $200.00 $600.00 20 WWTP Conference and Electrical Control BldgYR 3 $200.00 $600.00 21 Water Utilities Bldg YR 3 $200.00 $600.00 22 Additional Inspections as needed EA 20 $200.00 $4,000.00 Estimated Estimated Spend Markup Spend + Markup 231 Parts/Material 1 $45,000.00 1 20% $54,000.00 Total $420,550.00 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 4669 U Fire Alarm and Fire Suppression Services yeanaonn!e� 1852 THIS Fire Alarm and Fire Suppression Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and McMahan Services, Ltd ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Fire Alarm and Fire Suppression Services in response to Request for Bid/Proposal No. 4669 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Fire Alarm and Fire Suppression Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the Contract Administrator or 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. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $420,550.00, subject to approved extensions and changes. Payment will be made Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Rebecca Serna Asset Management Phone: 361-826-3388 Email: rebeccas@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Rebecca Serna Project Manager Address: 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3388 Fax: n/a IF TO CONTRACTOR: McMahan Services, Ltd. Attn: Michael A. Villarreal Regional Manager 6610 Leopard St., Corpus Christi, TX 78409 Phone: 361-299-5754 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 Fax: n/a 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 CONTRACTOR DocuSigned by: Signature: hi Printed Name: Michael Villarreal Title: District Manager Date: 5/9/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 4669 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 Attachment A: Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide contract services for the Fire Alarm and Fire Suppression Monitoring, Repair, Modifications, Replacement, and Inspections. Contractor shall have enough responsible, trained personnel qualified to provide the required services. 1.2 Scope of Work A. The Contractor shall provide all supervision, labor, transportation, tools, materials, and equipment necessary for the completion of services. All services must be performed in accordance with federal, state, local building codes and OSHA safety requirements, including but not limited to IBC 2015, IPC 2015. The Contractor shall perform all work according to the best practices and standards of the trade and in accordance with the local, state, and federal codes. All work shall be completed to the satisfaction of the City of Corpus Christi. B. Fire Alarm System Maintenance, Modification, Replacement and Inspection 1 . The Contractor shall provide 24-hour service, parts and labor on all system components, on an as needed basis. 2. The Contractor shall conduct annual fire alarm inspections consisting of cleaning and adjusting of all system components, relay operations and all interlocks, i.e., elevators, air handlers, audible testing, and communication to central station verification. The Contractor must have the authority to short arm a radio box, if necessary, to perform any inspections, modifications, testing and maintenance. Testing at City Hall shall be conducted on weekdays after 5:OOpm. For all other City locations, testing may be conducted during normal business hours. 3. All maintenance, modifications, replacements, and inspections must be approved or requested by the Electrical Superintendent or Asset Management designee. 4. Annual tests shall be performed so that all initiating devices are tested at least once in a calendar year. The Contractor shall provide a proposed schedule for annual testing to the City at a minimum of two weeks (10 working days) before the actual inspections occur. The Contractor shall have enough trained technicians so that annual inspections are completed on time as scheduled. Page 1 of 7 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 5. All fire alarm system testing, modifications, and maintenance service shall be accomplished as required by NFPA (National Fire Protection Association) Code, manufacturer recommendations and any state or local fire codes. 6. Any fire alarm equipment found to be defective from these inspections must be repaired within a reasonable time frame as appointed by the Electrical Superintendent. 7. Contractor shall repair or replace any defective components to maintain the systems in proper operating condition, including defective components in the main fire panel and all batteries. 8. Prior to repairing or replacing defective peripheral units, such as smoke detectors, heat detectors, pull stations, and light/horn units; Contractor shall provide detailed estimate and obtain approval from Asset Management Department contact. C. Fire Alarm Monitoring Services 1 . The Contractor shall provide monitoring services as required for all City of Corpus Christi fire alarms and alarm systems for boilers, generators, and low/high temperature alarms listed under the Locations section of this agreement. 2. Building Fire Alarm notification must be sent to the building point of contact. A separate list of contacts will be provided after execution of this agreement. 3. Alarm notification for boilers, generators and temperatures must be sent to Electrical and HVAC Superintendents. Contact information will be provided after execution of this agreement. 4. Monitoring service shall include 24 hour dialer signals to each location. 5. The Contractor shall provide 24 hour monitoring and dispatching services from an approved central station. The central station must be capable of monitoring and providing radio or cellular backup. 6. The central station monitoring services shall comply with all current local and national codes, including but not limited to the U.L. Standards for Central Stations and the National Fire Protection Association (NFPA) Fire Alarm and Signaling Code. Page 2 of 7 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 7. The central station must be capable of calling several City of Corpus Christi contact personnel when alarms occur. Failure to comply with this requirement will be grounds for default. 8. The central station shall compile and retain an accurate list of call- back employees for each location. Electrical Superintendent must be contacted to place accounts on "test" or "remove test" status from accounts. 9. The central station shall provide e-notifications to the City of Corpus Christi of any alarms including date, time, zone, etc. 10. Upon request, the Contractor shall research issues as they arise related to the communication of an alarm event and, if necessary, shall meet with an Asset Management employee either in person or via telephone conference call regarding corrective actions and trouble resolution upon request. 11 .The City of Corpus Christi shall be responsible to provide lockout codes for system dialers or new alarm panels as required. The Contractor shall not be authorized to program new dialers with lockout codes without prior approval from the Electrical Superintendent. 12.The Contractor shall program the communications equipment to ensure that various digital signals are transmitted and received properly at the central station. C. Fire Suppression Modification, Replacement, Inspection and Repair 1 . All modifications, replacements, inspections, and repairs must be approved or scheduled by the Electrical Superintendent or Asset Management designee. 2. The Contractor shall furnish labor, supervision, parts, supplies, materials, tools, equipment and transportation necessary to modify, inspect, certify or repair existing fire suppression systems for all locations. Work to be performed under this contract will include, but is not limited to, the following: a. The Contractor shall provide fire sprinkler inspection, testing and maintenance service on an annual basis at the locations listed in the scope of work. The Contractor shall properly inspect and test at Page 3 of 7 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 the required times the property systems to keep the equipment operable. b. The Contractor shall provide the following services including by not limited to hood systems, ANSU/Halon,1301 /cleaning agent, Dual Pre-Action systems, control valves, check valves, backflow preventer, pressure regulating valves, system riser check valves, dry pipe valves, sprinkler heads, piping, electrical connections, and sprinkler fire pumps. c. The Contractor shall perform inspection, testing and maintenance at the locations listed on the list below. Including Internal Inspections as needed. d. Internal Inspections are required by National Fire Protection Association (NFPA) every five years to help assess the fire protection systems ability to respond to fire incidents. Request for inspection will come directly from Electrical Superintendent if needed at site. e. The Contractor shall perform services to all the fire suppression systems components as per the NFPA, federal and state laws, rules and regulations. f. The Contractor must provide a checklist for the above-mentioned inspections. g. The Contractor shall inspect and diagnose prior to repairing or replacing associated components. The Contractor must provide a detailed estimate and obtain approval from the Electrical Superintendent prior to conducting repairs. 1.3 Work Site and Conditions A. The City may add or remove locations from the list at their own discretion. B. Contractor shall perform Fire Alarm and Suppression services to the following locations including, but not limited to: FIRE HALON DEPT. 1301 .R Area FIRE SPRINKLER HOSE STAND ANSUL SIMILAR Name Address (SF) City Zip ALARM SYSTEM CABINETS PIPES SYSTEMS SYSTEMS 1201 City Hall Leopard CC yes yes yes yes no no Street 236,375 78408 Development 2406 Services- Leopard 78405 yes no yes yes yes no includes FDHQ Street 20,000 CC Page 4 of 7 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 Fire 3105 #05 Station Leopard 5,981 CC 78414 yes yes no no no no Street Fire 6869 #17 Station Yorktown 4,970 CC 78414 yes yes no no no no Blvd Fire Station 6226 Ayers CC 78415 yes yes no no no no #18 St 5,910 Fire - 1501 Holly Warehouse Road 3,820 CC 78417 yes no no no no no and Auto Shop Gas Dept 4225 S Port 15,504 CC 78401 yes no no no no no Health 1702 Department Administration Horne 46,876 Building CC 78416 yes no no no no no Road Health 1702 Department- Horne 6,681 CC 78416 yes no no no no no WIC Clinic Road Police 321 John Department Sartain 78,290 CC 78401 Yes Yes Yes Yes no Yes HQ Street Police Building 5352 Ayers CC 78415 yes no no no no no 19 Street 2,880 Flour Bluff 1456 Bravo Waldron 5,211 CC 78401 yes no no no no no Substation Road Charlie 1501 Holly Substation and Road 22,977 CC 78417 yes no no no no no Warehouse Evidence 1502 CC 78404 yes no no no no no Storage Brownlee 8,565 Wastewater Treatment Plant- 1402 Broadway Broadway 400 CC 78402 yes yes no no no no (Maintenance (West) Storage Building) Wastewater Treatment 1402 Plant-BroadwayBroadway 200 CC 78410 yes yes no no no no (West) (Paint Storage Building) Administration 1402 Building Broadway 5,500 CC 78402 yes no no no no no (West) Conference& 1402 Electrical Broadway CC 78402 yes no no no no no Control (West) 4,500 Building Page 5 of 7 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 Water- 2726 Holly Utilities Road 15,480 cc 78415 yes no no no no no Building 1.4 Additional Information A. Normal working hours are 8:00am to 5:00pm Monday through Friday. B. Other hours shall be considered overtime, holidays, and weekends. The Contractor may need to conduct testing of equipment after hours. C. The City shall require correction of defective work or damages to any part of the building or its appurtenances when caused by the Contractor's employees, equipment, or supplies. The Contractor shall place in satisfactory condition all defective work and damages rendered thereby or any other damages incurred. Upon failure by the Contractor to proceed promptly with the necessary corrections, the City may withhold any monetary amount necessary to correct all defective work or damages from payments to the Contractor. D. The Contractor's staff shall consist of qualified technicians who are completely familiar with the products and equipment they shall use. E. The Contractor and its staff shall perform all work in such a manner as not to inconvenience building occupants. The Contractor shall determine the City's normal working conditions and activities in progress and shall conduct the work in the least disruptive manner. F. Once the Contractor identifies the necessary repairs and/or replacements of parts, the Contractor shall provide a "notto exceed estimate" inclusive of labor and parts/material cost to Asset Management for approval. Any written quotes shall be at no cost to the City. G. The Contractor shall perform routine service calls during normal working hours, 8:00am to 5:00pm, unless otherwise instructed by Asset Management. H. The Contractor shall be on site within two hours or within an agreeable time frame determined by Asset Management. I. Emergency service calls are defined as an event which requires immediate action to prevent a hazard to life, health, safety, and property. The Contractor shall be on site within an agreeable time frame determined by Asset Management Superintendent or designee. Page 6 of 7 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 J. The Contractor shall secure and pay for all permits, fees, inspections, and licenses necessary for the execution of work. K. The Contractor shall guarantee all materials and installation under normal use to be free from defects or poor workmanship for a period of one year from the date of service. L. The Contractor must provide a copy of submittals Lobe reviewed by the Electrical Superintendent. 1.5 Invoicing A. The Contractor shall submit invoices for services to Accounts Payable. Invoices must include: 1 . Work Description 2. Purchase Order Number (PO) 3. Service Agreement Number 4. Location and Date of Service 5. Labor Hours B. Copies of invoices shall be sent to Contract Administrator and Facilitymaintenanceinvoicing@cctexas.com for approval. Approval for payment will be authorized by the Contract Administrator or Electrical Superintendent. Page 7 of 7 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 SC o�° � CITY OF CORPUS CHRISTI t� CONTRACTS AND PROCUREMENT U BID FORM ,,,fl flPOPAE zs�2 RFB No. 4669 Fire Alarm and Fire Suppression Services Date: 4/20/2023 PAGE 1 OF 2 McMahan Services Authorized Michael A. Villarreal Bidder: Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description UNIT I QTY Unit Price I Total Price Fire Alarm and Fire Suppression Modification, Re lacement and Repair 1 Licensed Technician Normal Hours HR 1500 $145.00 $217500.00 M-F 8:00am-5:00 m Licensed Technician After Hours 2 M-F 5:01 pm-7:59am, Sat., Sun., HR 500 $217.50 $108750.00 Holidays all da Inspections $11DS 3 City Hall YR 3 3700.00 100. 0 Nl U 4 Development Services-Includes . YR 3 $80000 Fire Department Headquarters $2400.00 5 Fire Station #5 YR 3 $450.00 $1350.00 6 Fire Station #17 YR 3 $450.00 $1350.00 7 Fire Station #18 YR 3 $450.00 $1350.00 8 Fire Warehouse and Auto Shop YR 3 $200.00 $600.00 9 Gas Dept. YR 3 $200.00 $600.00 10 Health Department-Administration YR 3 $400.00 $1200.00 Building DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 11 Health Department-WIC Clinic YR 3 $200.00 $600.00 12 Police Department Headquarters YR 3 $24.50.00 7350.00 13 Police Building #19 YR 3 $200.00 $600.00 14 Flour Bluff Bravo Substation YR 3 $200.00600.00 15 Charlie Substation and Warehouse YR $200.00 $600.00 16 Police Department Evidense YR 3 $600.00 Storage $200.00 17 WWTP-Broadway-Maint. Storage YR 3 Building $700.00 $2100.00 WWTP-Broadway-Paint storage 18 buildingYR 3 $700.00 $2100.00 19 WWTP-Broadway-Administration YR 3 Building $200.00 $600.00 20 WWTP Conference and Electrical YR 3 Control building $200.00 $600.00 21 Water Utilities Building YR 3 $200.00 $600.00 22 Additonal Inspections as needed EA 20 $200.00 $4000.00 Estimated Markup% DS Spend NlU 23 Parts/Material $45,000.00 20% $54,00 .0 Total 20, 50.0 U DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 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 $1 ,000,000 Per Occurrence Including: 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. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The Page 1 of 3 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 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. 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 Page 2 of 3 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 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. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. No bond is required for this service agreement. Page 3 of 3 DocuSign Envelope ID:4BFD86DC-9F02-4489-8405-55A5BDF20220 Attachment D: Warranty Requirements No warranty is required for this service agreement. Page 1 of 1 so �o p A P-4 1v 18WORPRP1 g4 AGENDA MEMORANDUM 52 Action Item for the City Council Meeting of June 13, 2023 DATE: June 13, 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(a)cctexas.com (361) 826-3169 Supply Agreement for Garbage Truck Parts CAPTION: Resolution authorizing a one-year supply agreement with two one-year options, with Texas Waste Equipment, Inc. dba Heil of Texas of San Antonio, in an amount not to exceed $250,000.00, and a potential amount of $750,000.00 if options are exercised, for Garbage Truck Parts for Asset Management-Fleet, with FY 2023 funding of $62,500.00 from the Fleet Maintenance Service Fund. SUMMARY: This is a supply agreement for garbage truck parts stocked by the Asset Management Department for repairs of approximately 55 garbage trucks for Fleet Maintenance. These parts are essential to repair trucks promptly. BACKGROUND AND FINDINGS: The Asset Management Department utilizes these parts for the repair and maintenance of garbage trucks. Asset Management performs the majority of vehicle and equipment repairs in-house, making these parts essential to repair trucks promptly. Acquisition of these parts is necessary to ensure the prosecution of this equipment's successful and timely maintenance effort. PROCUREMENT DETAIL: This is a Sole Source procurement. Texas Waste Equipment, Inc. dba Heil of Texas is the sole source manufacturer of Heil OEM Bodies, parts, warranty, certified Heil rebuild parts and full-service dealer of the state of Texas and New Mexico which is currently utilized by Asset Management- Fleet for Garbage Truck Parts. ALTERNATIVES: An alternative would be not to secure a long-term supply agreement. However, the Asset Management Department would have to purchase the garbage truck parts on an as- needed basis through individual purchase orders, which would not be as productive. In addition, a long-term agreement allows for a better economy of scale. FISCAL IMPACT: The fiscal impact for Asset Management in FY 2023 is estimated at $62,500.00 for this supply agreement. The remaining amount will be budgeted through the annual budget process in future years. FUNDING DETAIL: Fund: 5110 Fleet Maint Svc Organization/Activity 40180 Parts Room Operation Mission Element 202 Maintain the Fleet Project # (CIP only) N/A Account: 520210 Cost of Goods Sold RECOMMENDATION: Staff recommends approval of this resolution authorizing a one-year supply agreement with Texas Waste Equipment, Inc. dba Heil of Texas, as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Supply Agreement Resolution authorizing a one-year supply agreement, with two one-year options, with Texas Waste Equipment, Inc., dba Heil of Texas, of San Antonio in an amount not to exceed $250,000.00, and a potential amount up to $750,000.00 if options are exercised, for garbage truck parts for Asset Management-Fleet, with FY 2023 funding of$62,500.00 from the Fleet Maintenance Service Fund. WHEREAS, Texas Waste Equipment, Inc., dba Heil of Texas, is a provider of garbage truck parts for Asset Management's Fleet Maintenance Division, which parts are essential and necessary to repair trucks in a timely manner; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exemption applies; WHEREAS, there is a statutory exemption for this procurement in Local Government Code, Section 252.022(a)(2), as this purchase is necessary to preserve or protect the public health and safety of the City's residents; and WHEREAS, there are also statutory exemptions for this procurement in Local Government Code, Sections 252.022(a)(7)(A) and (D), as this purchase is available from only one source due to copyrights, patents, special processes, or natural monopolies and the purchase consists of replacement parts and components for equipment. 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 all documents necessary to secure a one-year supply agreement, with two one-year options, with Texas Waste Equipment, Inc., dba Heil of Texas, in an amount not to exceed $250,000.00, and a potential of up to $750,000.00, with FY 2023 funding of $62,500.00 from the Fleet Maintenance Service Fund. PASSED AND APPROVED on the day of , 2023 Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Page 1 of 2 Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 2 of 2 City of Corpus Christi Price Sheet Buyer: Desirree Ortiz Garbage Truck Parts Texas Waste Equipment, Inc., DBA Heil of Texas San Antonio, Texas Description Discount Total Garbage Truck Parts 3% Off List Price L— Grand Total Not to Exceed $250,000.00 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 SC > SUPPLY AGREEMENT NO. 4772 U Garbage Truck Parts fhaaaoRp 1852 THIS Garbage Truck Parts Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Texas Waste Equipment, Inc. dba Heil of Texas("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Garbage Truck Parts in response to Request for Bid No. Sole Source-4772 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Garbage Truck Parts in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. (A) The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $250,000.00, subject to approved extensions and changes. Payment will be made Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Benjamin Sanchez Asset Management- Fleet Maintenance 361-826-1959 benjamins@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Contractor until such time as the products are delivered and accepted by the City. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Benjamin Sanchez Title: Parts Foreman Address: 5352 Ayers Bldg. 313, Corpus Christi, TX 78415 Phone: 361-826-1959 Fax: 361-826-4394 IF TO CONTRACTOR: Texan Waste Equipment, Inc. dba Heil of Texas Attn: Jerry Coronado Title: Service Manager Address: 503 Pop Gunn St., San Antonio, Texas 78219 Phone: 210-224-5800 Fax: 210-223-0033 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 CONTRACTOR DOCUSigned by: Signature: � '1 (hrb 1h Printed Name: Terry Coronadon Title: Service Manager Date: 4/25/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB No. Sole Source-4772 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 vs c� GO � O� v ATTACHMENT A- SCOPE OF WORK NOflPORPi40 1852 SCOPE OF WORK: A. The Contractor shall provide garbage truck parts for the City's Fleet Maintenance as follows: filters, brakes, engine parts, body parts, supplies, and other related Class 8 parts. B. Parts will be ordered on an as needed basis. C. The Contractor shall deliver parts between the hours of 8:00am through 5:00pm and to include Saturdays. D. The Contractor shall deliver parts to the City Garage, City Service Center at 5352 Ayers Street, Building 313, Corpus Christi, Texas 78415. E. The Contractor shall provide invoice with PO number upon delivery. F. In-stock parts ordered before 2:00 pm will be delivered within 48 hours. G. Non-stock parts ordered after 2:00 pm will be delivered within 72 hours. RFQ Revised 4.19.2019 Page 1 of 1 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 ATTACHMENT B-QUOTE/PRICING SCHEDULE CITY OF CORPUS CHRISTI QUOTE FORM 1. Refer to Contract Terms and Conditions before completing quote. 2. Quote your best price, including freight,for each item. 3. In submitting this quote, Contractor certifies that the prices in this quote have been arrived at independently, without consultation, communication, or agreement with any other contractor or competitor, for the purpose of restricting competition with regard to prices. Invitation to quote, FOB Destination, Freight Included, on the following: DESCRIPTION DISCOUNT TOTAL GARBAGE TRUCK PARTS I 3 %OFF LIST PRICE TOTAL NOT TO EXCEED $250,01110.00 CCMEANY: Hell of Texas NAME OF PERSON AUTHORIZED TO SIGN: Jera Coronado ADDRESS: 503 Pop Gunn St. _ CITY / STATE/ZlP San Antonio, TX 78219 PHONE: 210-224-5800 EMAIL: icoronadona heiloftexas.com FAX: 210-223-0033 DATE: 04/19/23 SIGNATURE: TITLE: Service Manager THE CITY RE �THE RIGHT TO REJECT. OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. RFQ Revised 4.19.2019 Page 1 of 1 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 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: D61 C9007-49C8-4C45-AF35-3OD85BD73379 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. Page 2 of 3 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 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. 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 needed for this Agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID: D61 C9007-49C8-4C45-AF35-3OD85BD73379 ATTACHMENT D - WARRANTY REQUIREMENTS A. The Contractor shall provide manufacturer's warranty on all parts. B. Within warranty period, the Contractor shall repair or replaced without any cost to the City of Corpus Christi and the Contractor must cover all shipping costs. RFQ Revised 4.19.2019 Page 1 of 1 STATUTORY EXEMPTION FORM Procurement Detail Department: Asset Managment Date: 2/20/23 Estimated Cost: $750,000 Urgency: Medium Exemption .- Type: Sole Source Note:Emergency Procurements do not require a statutory exemption form,please use an emergency memo Exemption Narrative: Garbage Truck Parts, Supply Agreement 2949, is for a term of three years with zero additional periods. Heil of Texas, is a sole source vendor and is responsible for promoting, serving, supporting, and offering technical assistance for Heil Refuse Bodies. All other vendors that stock, supply, or repair parts for Heil Refuse Bodies in the Corpus Christi area will receive parts from Heil locations in Houston or San Antonio. By contracting with Heil, the City of Corpus Christi eliminates third party mark-ups to Heil's sole source supply. Attachment: No Executive Leadership Concurrence Executive: Steve Viera Signature: City of Corpus Christi 1 1/4/2023 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 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(a)cctexas.com (361) 826-3169 Generator Services for City Facilities CAPTION: Motion authorizing execution of a one-year service agreement, with two one-year options, with Loftin Equipment Company, of Phoenix, AZ, with an office in Universal City, Texas, in an amount not to exceed $467,180.00, and a potential amount up to $1,401 ,540.00 if options are exercised, for inspections, preventative maintenance, and repairs of generators in City facilities, with FY 2023 funding of $155,726.00 from the Facility Maintenance Fund. SUMMARY: This is a motion to approve a service agreement with Loftin Equipment Company, Inc. to perform repairs and preventative maintenance to designated City-owned generators. These services are necessary to protect the generators from deteriorating and ensure facilities have electrical service during an emergency. The preventative services will be provided yearly, and repairs will be provided on an as-needed basis. This is a long-term contract for generator preventative maintenance and repair services under the direction of Asset Management. BACKGROUND AND FINDINGS: The Contractor shall furnish labor, parts, materials, tools, and equipment necessary to perform generator preventative maintenance and repairs to designated City-owned generators. The work performed must be accomplished in a manner that meets all applicable specifications, trade standards and provisions, and federal, state, and local codes and regulations. The contractor is responsible for removing existing materials and disposing of all waste materials. These services will be for a Service Agreement for Generator Preventative Maintenance and Repair Services performed on an as-needed basis under individual projects that will be based on unit prices. Contracts and Procurement conducted a competitive RFB process to obtain bids for a new contract. The City is recommending the award to Loftin Equipment Company, Inc. of Universal City, Texas. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid process to obtain bids for a new contract for generator services. The City received four responsive, responsible bids. Staff is recommending the award to the lowest responsive, responsible bidder and incumbent, Loftin Equipment Company, Inc. Labor rate has increased by 21% from the last agreement in 2020 from $85 an hour to $105 an hour. Inspection and preventative maintenance increased by 36%. ALTERNATIVES: The alternative is to perform the work in-house. However, the Asset Management Department would have to increase its staff to hire generator mechanics to keep up with the need to maintain generators. FISCAL IMPACT: The fiscal impact for the various departments for the first year, of the two-year service agreement is an amount not to exceed $155,726. The remaining costs will be budgeted in future years during the annual budget process. FUNDING DETAIL: Fund: 5115 Organization/Activity: 40300 Department: 12 Project # (CIP Only): Account: 530210 RECOMMENDATION: Staff recommends approval of this motion executing a one-year service agreement, with two one- year options with Loftin Equipment Company, Inc. for generator services for City facilities as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation City of Corpus Christi Bid Tabulation Sr.Buyer: Minerva Alvarado RFB 4693-Generator Services for City Facilities Loftin Equipment Company, American Generator Stewart&Stevenson Inc. Services,LLC Genserve,LLC Phoenix,AZ Corpus Christi,TX Houston,TX Corpus Christi,TX Item Description Location Unit Qty for1 year Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Technical Maintenance&Repairs 1 Normal hours(M-F 8:OOam- All Hour 1000 $105.00 $105,000.00 $130.00 $130,000.00 $120.00 $120,000.00 $162.00 $162,000.00 5:OOpm) 2 Technical Maintenance&Repairs All Hour 400 $157.50 $63,000.00 $130.00 $52,000.00 $187.50 $75,000.00 $190.00 $76,000.00 After Hours(M-F 5:01 pm-7:59am, Holidays&Weekends) Kohler/TS-883 500kwScheduled 3 Inspection&Annual Preventative Health Dept Annual 1 $1,290.00 $1,290.00 $750.00 $750.00 $2,500.00 $2,500.00 $1,400.00 $1,400.00 Maintenance Normal Hours(M-F 8:OOam-5:OOpm) Cummins/500DFEK 515kw- 4 Scheduled Inspection&Annual City Hall Annual 1 $1,720.00 $1,720.00 $750.00 $750.00 $2,500.00 $2,500.00 $1,400.00 $1,400.00 Preventative Maintenance Normal Hours(M-F 8:OOam-5:OOpm) Magna One/680 FDR8062GG 500kwScheduled Inspection& 5 Annual Preventative Maintenance City Hall Annual 1 $1,590.00 $1,590.00 $750.00 $750.00 $2,500.00 $2,500.00 $1,400.00 $1,400.00 Normal Hours(M-F 8:00am- 5:00pm) Olympian/B50P3 500kw- 6 Scheduled Inspection&Annual Police Dept Annual 1 $1,640.00 $1,640.00 $750.00 $750.00 $2,500.00 $2,500.00 $1,400.00 $1,400.00 Preventative Maintenance Normal Hours(M-F 8:OOam-5:OOpm) G e n e ra c/43 3 RS L4021 400 kw- 7 Scheduled Inspection&Annual Frost Bank Annual 1 $2,815.00 $2,815.00 $700.00 $700.00 $2,500.00 $2,500.00 $1,400.00 $1,400.00 Preventative Maintenance Normal Hours(M-F 8:OOam-5:OOpm) Cummins 500kw-Scheduled 8 Inspection&Annual Preventative CNG Fuel Annual 1 $1,720.00 $1,720.00 $750.00 $750.00 $2,500.00 $2,500.00 $1,400.00 $1,400.00 Station Maintenance Normal Hours(M-F 8:OOam-5:OOpm) Taylor 450 450kw-Scheduled Utilities- 9 Inspection&Annual Preventative Staples Annual 1 $1,570.00 $1,570.00 $700.00 $700.00 $2,500.00 $2,500.00 $1,385.00 $1,385.00 Maintenance Normal Hours(M-F Booster Pump 8:OOam-5:OOpm) Station Taylor 450 450kw-Scheduled Utilities- 10 Inspection&Annual Preventative Navigation Annual 1 $1,570.00 $1,570.00 $700.00 $700.00 $2,500.00 $2,500.00 $1,290.00 $1,290.00 Maintenance Normal Hours(M-F Booster Pump 8:OOam-5:OOpm) Station Generac/Generator 300kw- 11 Scheduled Inspection&Annual Fleet Annual 1 $2,265.00 $2,265.00 $700.00 $700.00 $2,000.00 $2,000.00 $1,095.00 $1,095.00 Preventative Maintenance Normal Hours(M-F 8:OOam-5:OOpm) Subtotal 1 year $184,180.00 $188,550.00 $217,000.00 $250,170.00 Estimated Spend Estimated Estimated Estimated Estimated 1 year Markup% Spend+ Markup% Spend+ Markup% Spend+ Markup% Spend+ Markup% Markup% Markup% Markup% 12 Parts $220,000.00 15% $253,000.00 20% $264,000.00 10% $242,000.00 155% $253,000.00 13 Allowance for generator rental $30,000.00 $30,000.00 $30,000.00 1 $30,000.00 $30,000.00 Grand Total 1 1 $467,180.00 $482,550.00 $489,000.001 $533,170.00 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 4693 U Generator Services for City Facilities yeanaonn!e� 1852 THIS Generator Services for City Facilities Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Loftin Equipment Company, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Generator Services for City Facilities in response to Request for Bid/Proposal No. 4693 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Generator Services for City Facilities ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $467,180.00, subject to approved extensions and changes. Payment will be made Service Agreement- Generator Maintenance and Repair Page 1 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Rebecca Serna Facility Maintenance Phone: 361-826-3388 Email: rebeccas@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Service Agreement- Generator Maintenance and Repair Page 2 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement- Generator Maintenance and Repair Page 3 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Rebecca Serna Service Agreement- Generator Maintenance and Repair Page 4 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 Project Manager 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3388 Fax: n/a IF TO CONTRACTOR: Loftin Equipment Company, Inc. Attn: Steven Stewart Key Service Account Rep. 1241 Universal City Blvd., Universal City, TX 78148 Phone: 210-881-1623 Fax: n/a 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. Service Agreement- Generator Maintenance and Repair Page 5 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes Service Agreement- Generator Maintenance and Repair Page 6 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement- Generator Maintenance and Repair Page 7 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 CONTRACTOR DocuSigned by: Signature: rsfWVA, Sfc,wavf 4CME4B44E4E49A... Printed Name: Steven Stewart Title: Key Service Account Representitive Date: 5/16/2023 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 Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 4693 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement- Generator Maintenance and Repair Page 8 of 8 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 Attachment A: Scope of Work 1.1 General Requirements/Background Information A. The Contractor shall provide generator preventative maintenance on an annual basis, and repair and generator rentals on an as needed basis. B. The Contractor shall provide services to multiple generators of various brands - Olympian, Cummins, Caterpillar, Generac, Onan, Baldor, and Detroit, which are listed in Section 4.5 Work Site and Locations. The City may add or remove generators from the list at their own discretion. C. The Contractor shall be responsible to furnish labor, supervision, tools, materials, and equipment necessary to perform preventative maintenance and repair services in accordance with all terms, conditions, and schedules of this scope of work. D. The Contractor shall provide emergency and non-emergency generator repairs. The Contractor technician shall be available 24 hours, 7 days a week for emergency services. E. The Contractor shall provide preferential response for any emergency services requested by the City over any non-agreement customers. F. All work performed under this agreement shall be performed in accordance with all applicable codes and standards. 1.2 Scope of Work A. Preventative Maintenance 1 . The Contractor shall perform preventative maintenance services on an annual basis. The service to be completed on or before the date of the last preventative maintenance performed. The City will schedule preventative maintenance service visits. 2. Preventative maintenance shall be performed Monday to Friday, from 8:00am to 5:00pm. The Contractor shall check in and check out with the electrical superintendent before and after all authorized work is performed. 3. The preventative maintenance services shall include at a minimum the following tasks outlined below. This list is not intended to be all-inclusive for each generator. The Contractor shall also comply with the specific recommendations of the original equipment manufacturers (OEM) Page 1 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 recommendation for the preventative maintenance and for all parts/materials/fluid requirements. a. Complete inspection of engine, generator, transfer switch and associated equipment, including the battery, battery charger, control panel, gauges, support structure, mounting systems, fuel tanks, and exterior of equipment. b. Check and test all safety devices. c. Check engine coolant. d. Check for fault codes and correct deficiencies. e. Verify voltage and frequency output. f. Adjust engine speed. g. Adjust fuel regulator (if applicable). h. Inspect oil for contamination, if necessary, perform metal wear analysis. L Perform fuel analysis, if necessary (diesel fuel generator). j. Remove and replace lubricating oil and filters. k. Remove and replace fuel filter and air filter on gasoline and diesel generators. I. Remove and replace spark plugs on gasoline, propane, and compressed natural gas (CNG) generators. m. Test and inspect battery charging system for proper function. n. Manually start the generator. o. Supply load test equipment and perform load test as requested by Facilities Maintenance. p. Transfer switches - inspect and clean each drive; lubricate moving parts and contact surfaces; inspect and ensure all connections are tight and meet required and/or recommended torque specifications and perform power transfers to ensure proper operation. q. Dispose of any used parts and fluid, in accordance with current Environmental Protection Agency (EPA) and/or Texas Commission on Environmental Quality (TCEQ) rules and regulations. r. Test any electronic components. 4. The Contractor shall repair and/or replace parts identified during preventative maintenance. Preventative repairs shall be made to Page 2 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 prevent an unscheduled generator breakdown and to ensure continued normal operation of the generator. Replacement of parts shall be made to extend the useful life of the generator. 5. Once the Contractor identifies the necessary repairs and/or replacement of parts, the Contractor shall provide a "not to exceed estimate" inclusive of labor and parts/material cost to the Electrical Superintendent for approval. 6. The Contractor shall completely document all repairs. A copy of each preventative maintenance service and repair report will be provided to Facility Maintenance at the time of completion and shall provide the following information: a. Service address b. Work order number c. Unit number d. Model and serial number of equipment repaired e. Description of the repairs f. Itemized list of replacement parts/materials g. Name of approving personnel B. Repair Service 1 . Repair service is a request from the Contract Administrator or Electrical Superintendent to the Contractor requesting the Contractor repair a specific generator. 2. Callback includes emergency or non-emergency repair services. The Electrical Superintendent will use prudent judgment to define an emergency or non-emergency. The Electrical Superintendent's decision shall remain final and the Contractor shall act accordingly. 3. The Contractor will receive emergency repair requests via telephone and must call back within 15 minutes of call being placed by the Electrical Superintendent. During an emergency, the Contractor shall reach the site within a two-hour response time. 4. During a non-emergency, the Contractor shall be available at the site within a three-hour response time. 5. In the event of adverse weather, i.e. hurricane, storm, tornado, etc., the Contractor shall be available immediately, if necessary, after the post weather event. Page 3 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 6. The Contractor shall identify the repair required and provide the Electrical Superintendent with a written estimate of the time and parts/materials required for the repair to obtain approval to perform the repair. 7. The Contractor shall make repairs using new and unused Original Equipment Manufacturer (OEM) parts. Upon approval, after market parts may be used if OEM part is not available. 8. The Contractor shall Complete repairs within 24 hours of arrival on site. The Contractor will communicate to the Electrical Superintendent any conditions that may delay work being completed within 24-hour period. 9. In case of emergency or adverse weather, the City reserves the right to use another contractor, if the Contractor response times are non- compliant. 10.The Contractor shall only invoice the City for the time spent on the property. 11 .The Contractor shall provide an in-kind generator replacement at cost plus the parts percentage markup and labor if a generator cannot be repaired. 1.3 Service Call A. The Contract Administrator will provide the work order before commencement of services. The Contractor shall request the work order from the Electrical Superintendent, if Contract Administrator fails to provide the work order. B. To minimize overstaffing, the City staff shall provide work description in the Work Order or explain by email/phone. Based on description, the Contractor will have a general idea of the work prior to commencement. C. After inspection of work, if the anticipated cost of labor and materials exceeds $1 ,000, the Contractor must obtain approval from the Electrical Superintendent prior to commencement of work. D. The Contractor shall perform service calls during normal working hours 8:00am to 5:00pm, excluding City holidays. The Contractor shall be on site within two hours or within an agreement time frame determined by the Electrical Superintendent. 1 . Emergency service calls are defined as an event, which requires immediate action to prevent a hazard to life, health, safety, and Page 4 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 property. The Contractor shall be on site within an agreement time frame determined by the Electrical Superintendent. 2. The Contractor shall check in with the Electrical Superintendent at the location upon arrival and check out after completion of work. 3. If the Contractor is required to leave the premises to obtain parts/materials, the Electrical Superintendent must be notified. 4. The Contractor shall only invoice the City for the time spent on the property. 5. Upon completion of the routine or emergency service call, the Contractor's representative shall provide an invoice and an invoice submittal checklist. Original invoice will be sent to Accounts Payable. The checklist shall include, but not be limited to - Company Name, name of technician and/or helper, date of service, detailed description of the work performed, parts and materials used, work order number, unit number, service agreement number, P.O. number if applicable, total time spent on job, and the name of the approving personnel. 6. Along with making repairs, the Contractor shall be required to remove existing materials and dispose all waste materials when performing repairs or part replacement. 7. The Contractor is responsible for making repairs damaged during the completion of work or as the result of action or inaction by Contractor's staff. 1.4 Safety A. The Contractor shall barricade or place cones around the work area before commencing services. The Contractor shall safeguard the area while services are being performed. The Contractor shall try to minimize an interference to the building occupants with the day-to-day operations. The Contractor shall be responsible for assuring the safety of its employees, City employees, and the public during performance of all services under this agreement. B. The Contractor shall not store worn or defective parts on City premises at the end of the workday, unless otherwise approved by the Electrical Superintendent or designee. C. The Contractor must clean work site from debris or hazards after completion of work. Page 5 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 D. The Contractor shall dispose all worn/defective parts, oils, solvents, in accordance with all applicable laws, rules, and regulations as to ensure the highest level of safety to the environment and public health. E. All personnel exposed to hazardous voltages shall comply with National Fire Protection Association (NFPA) 70e as required. F. The Contractor shall comply with Lock Out Tag Out practices to isolate/secure all energy sources prior to any work being performed. 1.5 Work Site and Locations The Contractor shall perform general services to the follow locations including but not limited to: BUILDING Address Manufacturer/ Serial # KW PM Model Health 1702 Horne Rd, KOHLER/ TS- H Department Corpus Christi, TX 883 2055881 500 Yes 78416 1201 Leopard St, CUMMINS/ H1203725 2 City Hall Corpus Christi, TX 50ODFEK 05 515 Yes 78401 1201 Leopard St, MAGNA SE329343 3 City Hall Corpus Christi, TX ONE/680FDR8062 2 500 Yes 78401 GG 4225 S Port Ave, 34LLGMJH 4 Gas Department Corpus Christi, TX Kohler 0002 135 No 78415 Police 321 John Sartain St, OLY00000 5 Department Corpus Christi, TX OLYMPIAN/ B50P3 CNPF0160 500 Yes 78401 1 Service Center Drive, 6 CCPD Motor Pool Corpus Christi, TX Generac/ 2076244 150 No BLDG 5 78415 3859010100 2402 Leopard St, 300519650 7 Frost Bank Corpus Christi, TX Generac 9 500 Yes 78408 2726 Service Center 2018 KOHLER/ 339TGVFP 8 City Fuel Station Drive, Corpus Christi, 20RESC 0436 17 No TX 78415 5352 Ayers Bldg. 20, A16091008 9 CNG Fuel Station Corpus Christi, Tx CUMMINS 6 500 Yes 78415 2397 Co Rd 20 G0609462 10 Cefe Land Fill Robstown Texas CUMMINS/ DGDB 57 100 No 78380 2397 Co Rd 20 G0609462 11 Cefe Land Fill Robstown Texas CUMMINS/ DGDB 56 100 No 78380 Page 6 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 Utilities —Staples Intersection at County X16C1136 12 Booster Pump Rd 43/FM2444 TAYLOR 450 06 450 Yes Station Utilities — 302 Navigation 13 Navigation Corpus Christi, Tx TAYLOR 450 X16E1966 450 Yes Booster Pump 78408 14 Station 2726 Civitan Bldg 3B GENERAC/ 14 Fleet Corpus Christi, Texas GENERATOR 2076244 300 Yes 78415 6594 Greenwood 15 Station Elliot Transfer Corpus Christi, Texas COLEMAN EN/C4117GP 03013867 100 No St78415 Water Utility 2726 Holly Rd 16 Building Corpus Christi, Texas KOHLER/ 80RZ207 260073 125 No 78415 2626 Holly KOHLER 6.2 3MVGMHJ 17 Animal Care Corpus Christi, Texas KG125 0004 125 No 78415 514 Belden C2200520 18 Fire Station 1 Corpus Christi, Texas CUMMINS 15 20 No 78401 19 Fire Station 2 13421 Leopard Corpus KOHLER SGV323DT 18 No Christi, Texas 78410 B Fire Station 3 1401 Morgan Ave 20 Corpus Christi, Tx GENERAC 5830117 24 No 78404 Fire Station 4 2338 Rodd Field Rd 21 Corpus Christi, Texas GENERAC 5577230 20 No 78414 Fire Station 5 3105 Leopard CUMMINS POWER E14068436 22 Corpus Christi, Texas GENERATION 1 100 No 78408 Fire Station 6 6713 Weber Rd. 23 Corpus Christi, Texas GENERAC 4790442 16 No 78413 Fire Station 7 3722 S. Staples CUMMINS 24 Corpus Christi, Texas C2216520 60 No 78411 Fire Station 8 4645 Kostoryz Rd. CUMMINS 822003936 25 Corpus Christi, Texas 5 12 No 78415 Fire Station 9 501 Navigation Rd. CUMMINS 822003937 26 Corpus Christi, Texas 6 40 No 78408 Fire Station 10 1550 Horne Rd. CUMMINS 27 Corpus Christi, Texas B22039364 40 No 78416 28 Fire Station 11 910 Airline Rd. KOHLER SGV322K2 18 No Corpus Christi, Texas 4 Page 7 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 78412 Fire Station 12 2120 Rand Morgan B22004975 29 Corpus Christi, Texas CUMMINS 5 12 No 78410 Fire Station 13 1802 Waldron Rd 30 Corpus Christi, Texas KOHLER SGVV 2JV 18 No 78418 Fire Station 14 5901 S. Staples 31 Corpus Christi, Texas GENERAC 4083441 12 No 78413 Fire Station 15 14202 Commodores 32 Corpus Christi, Texas GENERAC 5098800 17 No 78418 Fire Station 16 8185 State Hwy 361 OLY00000 33 Corpus Christi, Texas HOLT/OLYMPIAN KNPT0026 135 No 78373 5 Fire Station 17 6869 Yorktown Blvd 34 Corpus Christi, Texas GENERAC 2098332 35 No 78414 Fire Station 18 6226 Ayers 35 Corpus Christi, Texas KOHLER 80 SGMP2K8 U3 80 No 78415 Fire Warehouse 1501 Holly Rd. 36 Corpus Christi, Texas KOHLER 100 SGFZ 100 No 78417 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.7 Warranty A. The Contractor shall provide a one-year warranty on workmanship. B. The Contractor shall provide a one-year warranty or manufacturer warranty on OEM parts. C. Warranty repairs shall be corrected in a timely manner upon notification. If the Contractor, after notice, fails to proceed promptly, the City may have the defects corrected by another contractor and the Contractor shall be liable for all expenses incurred. Such action shall not relieve the Contractor of further warranty liabilities. Page 8 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 D. The Contractor will be responsible for submitting warranty claims to manufacturer. 1.8 Generator Rental A. The City will request the Contractor to provide a generator rental if the City needs back up power or the current generator is non-repairable. B. The Contractor shall supply a temporary back-up generator meeting the load rating of the affected site to ensure continuity of operations. The Contractor shall supply necessary accessories to start the generator. C. In case of non-emergency or emergency, the City reserves the right to use another contractor, if the contractors' response times are non- compliant. D. The City may rent generators that vary in size up to 600 kw. E. The Contractor shall be responsible for the delivery and pick up of the generator and the loading and unloading of the generator. F. The rental period will start upon delivery from the Contractor's premises and the rental period will end when the City notifies the Contractor that the generator is no longer required. G. The City may rent generators on a single shift, double shift, or triple shift, depending on the circumstances. 1 . A single shift is defined as eight hours a day, 40 hours a week and 160 hours a month. 2. A double shift is defined as 16 hours a day, 80 hours a week, and 320 hours a month. 3. A triple shift is defined as unlimited usage in a day, week, and unlimited month. 4. Week is defined as seven days. H. During the rental period, the Contractor shall be responsible for the preventative maintenance, repairs, and/or replacement of parts of the generator. I. The Contractor shall provide a price inclusive of insurance and damage waiver. Page 9 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 J. The Contractor shall deliver the generator full of required fuel. The Contractor will be responsible for supplying the fuel at the start of the rental period. The generator shall be returned with a full tank of fuel to the Contractor. L. If the Contractor does not have a generator as per specifications given by Electrical Superintendent, the Contractor shall provide a rate for an equivalent generator. M. Contractor shall provide pricing for generator pricing on Exhibit A. Prices quoted on Exhibit A will be used at time of rental. Page 10 of 10 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 Attachment B: Bid/Pricing Schedule �ouscCITY OF CORPUS CHRISTI ` CONTRACTS AND PROCUREMENT BID FORM '6orsaonne° 1852 RFB No. 4693 Generator Services for City Facilities 4/27/2023 PAGE 1 OF 2 Date: Loftin Equipment Company, Inc. Authorized / Bidder: Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description Location Unit Qty for Unit Total Price one Price year Technical Maintenance 1 and Repairs Normal Hours All Hour 1000 $105.00 $105,000.00 M-F 8:00am-5:00pm) Technical Maintenance $63,000.00 2 and Repairs After Hours (M-F All Hour 400 $157.50 5:01 pm- 7:59am, Holidays &Weekends Kohler/TS-883 500kw- Scheduled Inspection & Health $1,290.00 $1,290.00 3 Annual Preventative Dept. Annual 1 Maintenance Normal Hours M-F 8:00am-5:00pm) Cummins/500DFEK 515kw- Scheduled Inspection & $1,720.00 4 Annual Preventative City Hall Annual 1 $1,720.00 Maintenance Normal Hours M-F 8:00am-5:00pm) DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 Magna One/680 FDR8062GG 500kw- 5 Scheduled Inspection & City Hall Annual 1 $1,590.00 $1,590.00 Annual Preventative Maintenance Normal Hours M-F 8:00am-5:00pm) Olympian/B50P3 500kw- Scheduled Inspection & Police $1,640.00 $1,640.00 6 Annual Preventative Dept. Annual 1 Maintenance Normal Hours M-F 8:00am-5:00pm) Generac/433RSL4021 400kw -Scheduled Inspection & 7 Annual Preventative Frost Bank Annual 1 $2,815.00 $2,815.00 Maintenance Normal Hours M-F 8:00am-5:00pm) Cummins 500kw Scheduled Inspection & CNG Fuel $1,720.00 $1,720.00 8 Annual Preventative Station Annual 1 Maintenance Normal Hours M-F 8:00am-5:00pm) Taylor 450 450kw- Utilities- Scheduled Inspection & Staples 9 Annual Preventative Booster Annual 1 $1,570.00 $1,570.00 Maintenance Normal Hours Pump (M-F 8:00am-5:00pm) Station Taylor 450 450kw- Utilities- Scheduled Inspection & Navigation $1,570.00 10 Annual Preventative Booster Annual 1 $1,570.00 Maintenance Normal Hours Pump M-F 8:00am-5:00pm) Station Generac/Generator 300kw -Scheduled Inspection 8 $2,265.00 11 Annual Preventative Fleet Annual 1 $2,265.00 Maintenance Normal Hours M-F 8:00am-5:00pm) Estimated Spend one Estimated year Markup% Spend + Markup 12 Parts All $220,000 15% $253,000.00 13 Allowance for generator All $30,000 $30,000.00 rental Grand Total $467,180.00 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 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 $1,000,000 Per Occurrence Including: 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 Page 1 of 3 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; Page 2of3 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 • 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. 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. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services - Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. No bond is required for this service agreement. Page 3 of 3 DocuSign Envelope ID:CD857E6C-B8DB-4F71-92EE-A93EACE287D8 Attachment D: Warranty Requirements A. The Contractor shall provide a one-year warranty on workmanship. B. The Contractor shall provide a one-year warranty or manufacturer warranty on OEM parts. C. Warranty repairs shall be corrected in a timely manner upon notification. If the Contractor, after notice, fails to proceed promptly, the City may have the defects corrected by another contractor and the Contractor shall be liable for all expenses incurred. Such action shall not relieve the Contractor of further warranty liabilities. D. The Contractor will be responsible for submitting warranty claims to manufacturer. Page 1 of 1 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks and Recreation RobertD4(a)cctexas.com (361) 826-3133 Josh Chronley, Assistant Director of Finance — Procurement Josh C2(a)cctexas.com (361) 826-3169 Shoreline Median Improvements CAPTION: Motion authorizing execution of a six-month service agreement for Shoreline median improvements in an amount not to exceed $150,927.34, with Coastal Landscape Management & Design, LLC, of Victoria, Texas, with FY2023 funding in the amount of $150,927.34 funded through the General Fund. SUMMARY: The City of Corpus Christi Parks and Recreation Department plans to install various plants in accordance with the current industry standards of the International Society of Arboriculture (ANSI). This motion authorizes a six-month service agreement with zero option periods to provide landscaping services and installation of plants for the following medians along Shoreline Boulevard between Kinney Street and Louisiana Avenue: Median 1 : Louisiana Avenue Median with End Tail of Median Median 2: Between Del Mar Boulevard and Atlantic Street Median 3: Between Ayers Street to Del Mar Boulevard Median 4: Small Forefront Patch between Ayers Street to Elizabeth Street Median 5: Between Morgan Avenue to Elizabeth Street Median 6: Between Buford Street to Craig Street along S. Shoreline Median 7: Between Park Avenue and Furman Avenue Median 8: Between Kinney Street to Park Avenue BACKGROUND AND FINDINGS: The initial Shoreline median improvement project was executed in July 2020 in which Natal plums, Pine Bark mulch, Phoenix Roebillini, Esperanza, and Washington Palms were planted. After the freeze in February 2021 , all vegetation was destroyed except for Washington Palms. After the freeze, an assessment determined that most vegetation would not recover, and an Emergency Memo was authorized by the City Manager to request emergency services to replant vegetation in the medians. The Shoreline Medians are once again being revisited since the City has been experiencing below freezing temperatures during the winter months (32 degrees Fahrenheit recorded in February 2023). These extreme temperatures have destroyed normal, Texas native vegetation. Parks and Recreation hired a staff Landscape Architect in August 2022, who has performed extensive research into vegetation that can endure two weather extremes of heat and freezing. In doing so, the Landscape Architect has found the following plants that are native to our area and can endure similar environmental extreme weather conditions, to which we are requesting a new improvement project. The types of plants to be installed are Lemon Lime Nandina, Yewtopia Plum Yew, Tacoma Stans ("Nana"), Asiatic Jasmine and Muhly Grass. • Lemon Lime Nandina: Nandinas are very drought tolerant and will only need to be watered during extremely hot/dry conditions and can tolerate temperatures as low as 9.4°F and high as 109F. • Yewtopia Plum Yew: Heat tolerant, drought resistant, and shade loving plum yew; slow growing and requires little pruning to maintain its compact habit. Hardy to -1 OF. • Tocoma Stans `Nana': Yellow Bells are naturally found in warm climates, such as the Sonoran Desert. They are both heat and cold tolerant but will go dormant in temperatures below freezing. This robust shrub can withstand both droughts and humid climates. • Asiatic Jasmine: This plant can sustain lower temperatures while thriving in warm to hotter environments. The proposed contractor, Coastal Landscape Management & Design, LLC, will provide/install 678 plants, ranging from three to six feet in height and three to four feet in width, along with providing black mulch for each area. The Contractor shall replant/reuse approximately 257 pieces of existing Muhly Grass currently planted in each median between Kinney Street and Louisiana Avenue and incorporate in the new landscaping. Any Muhly Grass not used by the Contractor will be removed by the City's Parks and Recreation Department. The following is a list of plants being installed in each median: Median 1: Lemon Nandina, Yewtopia, Nana & Jasmine Louisiana Avenue Median with End Tail of Median • Louisiana Ave. Median Quantity: 131 plants • End Tail of Median Quantity: 9 plants Median 2: Lemon Nandina, Yewtopia, Nana & Jasmine Between Del Mar Boulevard & Atlantic Street: 32 plants Median 3: Lemon Nandina, Yewtopia, Nana & Jasmine Between Ayers Street to Del Mar Boulevard: 32 plants Median 4: Nana & Jasmine Small Forefront Patch between Ayers Street to Elizabeth Street: 11 plants Median 5: Nandina Between Morgan Avenue to Elizabeth Street: 6 plants Median 6: Jasmine Between Buford Street to Craig Street along S. Shoreline: 11 plants Median 7: Lemon Nandina, Yewtopia, Nana & Jasmine Between Park Avenue & Furman Avenue • End Tail closest to Park Ave: 59 plants • 1/3 Center Closest to Park Ave. Median: 8 plants • 2/3 Center Median: 10 plants • 3/3 Center Closest to Furman Ave. Median: 5 plants • End Tail closest to Furman Ave: 36 plants Median 8: Lemon Nandina, Yewtopia, Nana & Jasmine Between Kinney Street to Park Avenue • End Tail closest to Kinney St: 77 plants • Center Median: 8 plants • End Tail closest to Park Ave: 77 plants The Contractor shall provide all materials/supplies, equipment, and labor to complete the median landscape improvements. The Contractor shall be responsible for collection/disposal of all debris and for repairing any damage caused by vehicles, implements, and trailers. The Contractor shall establish/maintain a complete Quality Control Program to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. PROCUREMENT DETAIL: Finance & Procurement conducted a first time, competitive Request for Bid process to obtain bids for a six-month service agreement from qualified firms with experience in providing median improvements. The City received one responsive, responsible bidder, and is recommending Coastal Landscape Management & Design, LLC. There is no previous data to provide a price comparison for this specific project; however, this is a turnkey project in which labor costs fall in line with the average hourly labor pricing submitted for this Request for Bid. ALTERNATIVES: The alternative is to not award the contract and postpone the Shoreline median plant improvement project. FISCAL IMPACT: The fiscal impact in FY2023 is an amount of $150,927.34 available from the General Fund. FUNDING DETAIL: Fund: General Fund (Fund 1020) Organization/Activity: Park Operations (Org 12910) Department: Parks and Recreation (27) Project # (CIP Only): N/A Account: Professional Services (530000) RECOMMENDATION: Staff recommends approval of this motion authorizing a six-month service agreement with Coastal Landscape Management & Design, LLC, as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tab Service Agreement Presentation RFB 4683 Shoreline Medians Improvements Senior Buyer: Tracy Garza Coastal Landscape Victoria,TX DESCRIPTION QTY UNIT TOTAL PRICE Plants, Labor, and Materials Shoreline Medians between Kinney Street 1 Lump Sum $ 150,927.34 and Louisiana Avenue GRAND TOTAL $ 150,927.34 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 4683 U SHORELINE MEDIANS IMPROVEMENTS yeanaonn!e 1852 THIS Shoreline Medians Improvements Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Coastal Landscape Management & Deisgn, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Shoreline Medians Improvements in response to Request for Bid/Proposal No. 4683 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Shoreline Medians Improvements ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is six month beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 3. Compensation and Payment. This Agreement is for an amount not to exceed $150,927.34, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Monica Silva Department: Parks and Recreation Phone:361-826-3456 Email: monicaS5@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Monica Silva Title: Contract/Funds Administrator Address: 1201 Leopard St., Corpus Christi, Texas 78401 Phone: 361-826-3456 Fax: 361-826-3864 IF TO CONTRACTOR: Coastal Landscape Management & Design, LLC Attn: Casey Heldt Title: Director Address: 1268 Juan Antonio Rd., Victoria, Texas 77904 Phone: 361-443-2325 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Fax: N/A 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 CONTRACTOR DocuSigned by: Signature: C '% Printed Name: Casey Heldt Title: owner/President Date: 6/2/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 4683 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 ATTACHMENT A: SCOPE OF WORK General Requirements/Background Information The Contractor shall provide plants and landscaping services on medians along Shoreline Boulevard between Kinney Street and Louisiana Avenue. (see Exhibit B). Scope of Work A. The Contractor shall provide and install plants with black mulch as described in Exhibits A, B and C. B. Required Plant Species and quantities, see Exhibit A. C. Immediate site plans to begin at Louisiana Avenue, see Exhibit B-Site Maps, Chronological Order of Installation. D. Contractor shall replant/reuse a select number of existing Muhly Grass currently planted in each median between Kinney Street and Louisiana Avenue and incorporate in the new landscaping. E. Any Muhly Grass not used by the Contractor will be removed by the City's Parks and Recreation Department. F. Prior to installation, Contractor shall contact Jesse Balderaz 361-826-1936 or by email JesseB@cctexas.com. Work Site and Conditions The work shall be performed from Louisiana Ave. between Kinney Street. The Contractor is responsible for the following: 1. Contractor shall be responsible for collection and disposal of all debris. Worksite will be cleaned at the end of each day. 2. Contractor shall responsible for adhering to city traffic regulations, traffic signage, and traffic coordination. 3. Contractor shall be responsible for repairing any damage caused by vehicles, implements, and trailers. 4. Contractor shall provide all materials/supplies, equipment, and labor to complete the median landscape improvements. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Invoicing A. Contractopr shall email all invoices related to this service to: AccountsPayable@cctexas.com and copy parksandrecinvoices@cctexas.com B. Approval of payment shall be authorized by the Contract Administrator, Parks Operations Superintendent, or designee. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 EXHIBIT A Types of Plants and Quantities x p .. a ti" xs 1.LILMON LIME NANDINA 2.YEW-TO PIA PLUVI YEW t 3.TQCCIMA STANS'NAAN 4.ASIATICJA5MINE 5. Muhly Grass Pla-it Number Plant Hleight Width Spacing Quantity 1 Lemon Lime N'andina 3-4° 3-4' 3-4" 92 2 Yewtopia Plum Yew 3-4° 3-4' 3-4" 97 3 Nana 4" 3" 3" 73 4 Asiatic Jasmine 6-2" 31 3" 416 5 Muhly Grass —Approximate total is 257 pieces DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 EXHIBIT B Site Maps - Chronical Order of Project Installation Site 1: Louisiana Avenue Median with End Tail of Median Louisiana Ave. Median Quantity: • 15 Lemon Nandina • 15 Yewtopia • 16 Nana's • 85 Jasmine End Tail of Median Quantity: • 1 Lemon Nandina • 1 Yewtopia • 1 Nana's • 6 Jasmine 4 9� p "k4 I t I!T'* DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 L 0 UISIA NA A VE, Legend 'PLANTING FOR THE INSTALLATION OF s t 1. Lemon Lime Nandina " NEW PLANTS ARE TO BE EXACT PER , DESIGN MATCH DETAILS PER LOCATION AND SPACING OF EACH PLANT TYPE TO BE REFERRED THROUGH PAGE A102 FOR 2•Yewtopia Plum Yew u MORE DETAILS,FOR INITIAL 3X DESIGN HORIZONTAL MIDDLE PLANT ALWAYS TO k BE PLANTED ALONG THE MESURED ;. ,a CENTER OF THE ALLOTED SPACE WITH ToC4R1AAI1S Nana PLANTS SUESEOUAENT NEXT TO THEM GIVEN ADEQUATE SPACING.SPACING a RESTRICTIONS CAN BE ALTERED BASED 4.Asiatic Jasmine ON ASIATIC JASMINE AS IT IS GROUND [' COVER AS WELL AS BE TRAINED IN HOW S IT GROWS GIVEN APPROXIMATE CONT NUAL TRIMMINGS.PAGE 5. Existing Tree FOLLOWING WILL SHOW APPROXIMATE DESIGN OF EACH BED BASED ON LAYOUT , 1 OF LOUSIANA FOR EASE OF LOCATION APPROXIMATION. I } &. Existing!To Be Replaced Mullie Grass ` h 2 QUANTITY + + 1 15 Leman Nandina 15 YevAopia r .r 16 Nana's - I• '6 3 85 Jasmine 2 I, ITA,; • __ 2 2 2 F t / r •l- r EI � 3 0 lo'?�+,#�� �4 I. '��.syt • � • k neu� � . 3 3 3 33 3 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 SOLELY END TAIL OF MEDIAN Le= 1. Leman Lime Nandina b� • 4 _ ,. fJF�i 2. YewrtDpla 'Piun7 Yew 3. Tacoma Stans Nana .h 4. Asiatic Jasmine d ;ri titik``, 15, Existing Tree W .� 6. Existingl To Be Replaced iWullie Grass _�� r�� QUANTITY -k € ,a c 1 Lemon Nandina f1 YeMcpia 1 Nana's 6 Jasmine ----------------------- *PLANTING FOR THE INSTALLATION OF NEW PLANTS ARE TO BE EXACT PER DESIGN MATCH OF STREET.LAYOUT IS EXACT TO PORTION OF MEDIAN CLOSEST TO ATLANTIC ST AS SHOWN ABOVE IN THE EXACT LOCATION-ALL EMPTY SPACES THAT ARE UNTOUCHED IN DRAWING WILL HAVE THEIR CURRENT MULLIE GRASS READY FOR REPLACEMENT AND REPLANTING.ALL EMPTY SPACES SHOULD BE FILLED REPLACED WITH MULLIEGR.ASS UNLESS OTHERWISE STATED. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Site 2: Median between Del Mar Boulevard and Atlantic Street Quantity: • 9 Lemon Nandina • 8 Yewtopia • 5 Nana's 10 Jasmine V�fI fff t� H +� r ..off i DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 DFL MAR TO ATLANTIC Le= aOO 1.Lemon Lime Nandiina s 2.Yewtopia Plum Yaw 3.Tocama Stains Nana ' •.z 4.Asiatic Jasmine n 5.Existing Tree ' 6.Existing)To Be Replaced � hAulli�Gr�sa 17 a A f 5 J� 1 1 1 1 2 2 2 1 3 2 QUANTITY 2 2 2 } 1 1 3 3 3 9 Lemon Nandina 2 3 1 1 8 Yew6opia 1 - - - -- - -- -- - --- --- ------- ------------------------------------ 5 Nana's _ - 10Jasmne _ �ip ? #� ---------------- r ---------------------------------- ------- --- --- - -- fi - - - - QUANTITY 9Leman Nandina 3 2 8 Yewtopia 33 3 1 2 2 1 5 Maria's 2 3 1 2 2 2 1 1 1 1 2 10 Jasmine DESIGN SHOWN FOR THE ENDTAILS OF THE ENDCAPS FOR THE ABOVE EXAMPLE MEDIAN.ALL SPACE BETWEEN WILL HAVE THEIR CURRENT MULLIEGRASS PULLED AND REPLANTED AS DISCUSSED PRIOR. ESTIMATES FOR MULLIEGRASS REQUIRED TO FILL IN A 3X1 PATTERN WILL BE RFASTED.ADEQUATE SPACING FOR REPLACEMENT PROVIDED. FOR FURTHER DETAILS OF EXACT MEDIAN DIMENSIONS REFER TO A 103. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Site 3: Median between Avers Street to Del Mar Boulevard Quantity: • 9 Lemon Nandina • 8 Yewtopia • 5 Nana's 10 Jasmine do h r" e , y Y: w.ga„ DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 AYERS TO DFL MAR Leaen 1.Lemon Lime Nandina fir•` K- �,-�f 2,Yewtopia Plum Yew JII. 3.Tacoma Stains Nana y '. 4.Asiatic Jasmine W j'll� 5,Existing Tree 'I 6.ExiAngl To Be Replaced 17, Mullie Grass 1 1 1 1 2 2 2 1 3 2 QUANTfFY 3 1 2 2 1 1 3 3 3 9Lemon Nandina 2 -- - -- --------- --------------------------------- 8 Y,,bpia -- 5Nanas 10 Jasmine _ 1 7 --------------------------------- `------ -- --- - -- - - - -- - - 1 QUANTITY r{ 3 2 9 Leman Nandna 3 3 3 1 1 V 2 1 BYewtopia 2 2 5 Nana's 2 3 1 2 2 2 1 1 1 1 10Jasmine DESIGN SHOWN FOR THE ENDTAILS OF THE ENDCAPS FOR THE ABOVE EXAMPLE MEDIAN.ALL SPACE BETWEEN WILL HAVE THEIR CURRENT MULLIEGRASS FULLED AND REPLANTED AS DISCUSSED PRIOR. ESTIMATES FOR MULLIEGRASS REQUIRED TO FILL IN A 3X1 PATTERN WILL BE REVISTED.ADEQUATE SPACING FOR REPLACEMENT PROVIDED. FOR FURTHER DETAILS OF EXACT MEDIAN DIMENSIONS REFER TO A 103. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Site 4: Small Forefront Patch between Avers Street to Elizabeth Street Quantity: • 3 Nana's • 8 Jasmine W. w� v � w P f e bh .r ,r 4 �4 flz� ey p. b ` r r 1 �w v DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 MALL FOREFRONT PA TCN Legend 1, Lemon Lime Nan-dina * 7 v s2.Yewwtop�ia Plum Yew :75'r�: 3.Tacoma Stans Natia 4.Asiatic J61smine ' R�natiri� 5_ Existing Tree a .J } €a. Existing' To Be Roplaced Mullie Gra!5%� QUANTITY 0 Lenton Nandi n a 8 Jasmine DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Site 5: Median between Morgan Avenue to Elizabeth Street Quantity: • 6 Lemon Nandina • 2 Nana's 'Ift i 4 A � i e � P �r y. a DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 ORGAN TO ELIZABETH L F1 -'w �511:1 �� 4,#," a 1. Ler7rc,ri L iris h,�ri:i n:-; _. s ."� . 2 Ya•.r,kopi= f'I.,rn Yew T v � { 3.Tocom7 loris Nana d.Asiatic Jasmine C �r 5_ Existing Tres e l ~ 6. Existingl To Be Replaced Muffie Grass 1 UAN-0 TY 1 6 Lennon Nafndi n a 0 Yewtapi a 1� 4 Jasmine -----------------------------I --; I I DESIGN SHOWN FOR THE ENDTAILS OF THE END .PS FOR THE ABOVE EXAMPLE MEDIAN_ ALL SPACE BETWEEN WILL HAVE THEIR CURRENT MU LLI EG RAS S PULLED AND REPLANTED AS DISCUSSED PRIOR. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 MEDIANS DIRECTLY LOCATED IN FRONT OF CHRISTUS SPOHN HOSPITAL ARE TO BE REPLANTED WITH MULLIEGRASS. THIS SHALL BE DONE FOR THE MEDIANS DIRECTLY IN FRONT OF THE HOSPITAL FROM AYERS ST TO ELIZABETH ST TO MORGAN AVE, ALL ALONG OCEAN DR. 1 u ' V 1 • - o mes)nEm¥ope ID:ODc 3AA aE5&k24A63A-mom Som ee Site h: Median between Buford Street to C[OI Street along S. Shoreline Quantity: - 111 Jasmine \/� z ! . AO - ƒ��^ \ \ � \ \ � DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 BUFORD ST To CRAIG STALONG S. SHORELINE Leaen 1.Lemon Lime Nandnna 3 { 2.Yewtopia Plum Yew K 3.Tacoma Stans Nana �aI IcY, 4,Asiatic Jasmine 5.Existing Tree r` 6.Exislingl Tc Be Replaced Mullie Gress Say ���hl eaM�'Mr,� "T"4f^.. r--------------------------------------T—-----------------------------------r--------------------------------------------------------------------------� QUANTITY �____ ---- U Lemon Nandina ---------------------------------- ------------------------------------� U Yewtopia 0 Nana's 111 Jasmine ABOVE MEDIAN WILL CONTAIN APPROXIMATE DESIGN OF PURELY ASIATIC JASMINE FOR GROUND COVER.DECISION FOR JASMINE BASED ON ENGINEERING DEPARTMENT NEEDS FOR EQUIPMENT MAINTENANCE AND USAGE-ALLOW ADEQUATE SPACING IF REQUIRED FOR EASE OF ACCESS TO PANELS ANDIOR SWITCHES. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Site 7: Median between Park Avenue and Furman Avenue End Tail closest to Park Ave. Quantity: • 8 Lemon Nandina 4 000• 7 Yewtopia 1 44t. 10 • 9 Nana's • 35 Jasmine µ 1 /3 Center Closest to Park Ave. Median �„ n Quantity: • 3 Lemon Nandina • 4 Yewtopia 's • 1 Nana's 2/3 Center Median Quantity: • 6 Yewtopia mss, i • 4 Jasmine ; Rw . 3/3 Center Closest to Furman Ave. Median Quantity: • 5 Yewtopia End Tail closest to Furman Ave. Quantity: • 8 Lemon Nandina • 5 Yewtopia • 8 Nana's • 15 Jasmine t 4M AV Y'y a � m DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 End Tail closest to Park Avenue: Lecien _an-on Lime Nandina 2 Y v ir,pi 9 111,E n-i Yew 3.Toaama 5tans Nana r 4.Asiatic Jasmine i 0 6.Existing Tree S.ExWbnW To Ue Repla ced Mullis Gass. SPACES OF MEDIAN SHOWN FOR EXAMPLE ARE AS FOLLOWS FROM TOP DOWN,ALL LEFT TO RIGHT FOLLOWING NORTH LEADING DOWN SOUTH OF THE SHOWN STREET.ALL GAPS, IF APPLICABLE,WILL BE FILLED WITH SINGLE MULLIEGRASS. ________________________ -------------- __ --- QuanfiN 8 Lemon Nandina 7 YevAopia 2 2 2 2 2 2 2 9 Nana's 3 3 3 1 1 1 35 Jasmine DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 1/3 Center Closest to Park Avenue Median: --------- ----------------------------------------------- + u3ntiC •'y'' 1L•+ it/'t{::Y b l _4} :,:i 1 _ k }:s r 3 Lemon Nandi n a •''.yl•. i +�: � Ir �.I Ir• .{rl�tgty�!'I }I e YY�Ly4JpI...,a 0 Jasmine 2 2 2 1 1 3 1 2 2/3 Center Median: 2 ..................... ------------- ---------- ------------------- 000 00 11% Ou ant 0 Lenion Nandi n a 'I 11 -- 4 Jasmine 2 2 `y 2 `} 3/3 Center Closest to Furman Avenue Median: -------------- �O D�D 1 1 Qu ant 0 Lenon Nandi n a _ __ _ 0 ra Jasmine ------- - -- - - - -= - --- - -- 0 Jasmin `} ? , � DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 End Tail closest to Furman Avenue: r- r r �- Ir r- f Y ,Y `� r �'rr„ at. .•.In + 'YC � � �S�`�_'� ■ 4+ +"% � t .— ._ - � r �rl. , I •' .' �` r ter, �' —.'� —"�� _. ■ wRl`3f1 8 Lemon Nandina 5 Yewtopia 2 2 2 3 3 33 3 1 1 1 1 1 8 N ana'v 15 Jasmine DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Site 8: Median between Kinney Street to Park Avenue End Tail closest to Kinney St. Quantity • 6 Lemon Nandina • 9 Yewtopia C • 6 Nana's I � • 56 Jasmine Center Median Quantity: • 3 Lemon Nandina -� • 4 Yewtopia r • 1 Nana'sEnd Tail Tail closest to Park Ave. Quantity: R • 6 Lemon Nandina 17 • 9 Yewtopia • 6 Nana's • 56 Jasmine f` P' a Park Ave. fI'f' DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 KINNEY TO PARK Lecien � ' R s Le.mnn Limo Nandina w i i `4bV a 81V4 ji • 7.Yewtopla Plum Yew lor, 3.Toomaa Stans Nana • � -1A i� �yYll;�r e . � Wd 4.Asiatic Jasmine ti 1 . 5.Existing Tree 6.Existing)To Be Replaced Mullie Grass SPACES OF MEDIAN SHOWN FOR EXAMPLE ARE AS FOLLOWS FROM TOP DOWN,ALL LEFT TO RIGHT FOLLOVVI N G NORTH LEADING DOWN SOUTH OF THE SHOWN STREET.ALL GAPS. IF APPLICABLE,WILL BE FILLED WITH SINGLE MULLIEGRASS. End Tail closest to Kinney Street: ------➢r��f*. ----- aa,- ,P �rw - fig- Vn ti ..�� • ;9 � >�I x li %I �I� %+ '%1 �"'�;� � �1111$,:� Iyy! I��� �� f'yl I ��rn 3 4 4 �•.�. +IS� IIP P. 1 11 F l ��JI �yII I +.� Iv y�.v. d+4 11�• & 11 y r' MA ,' • I • • 1 1 • • 1 1 1 1 1 • • 1 • 1 r •�I :lr aLL ',u __Pa x , QANTITY 2 2 2 3 1 3 1 3 1 3 1 3 1 3 1 2 2 2 2 6 Lemon Nandina 9 Yeuwdopia 6 Nana's 56 Jasmine DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 Center Median: --------------------------------------------------------- 0 --------------------------- ---- ------ --- +' 'r: } 'ti 'L_ !NT•.�'ti+c - ,r$ ~,r LL77 L1' r�r1"'ulllti ie End tail closest to Park Avenue 5•Idlr.+P 71�I :I�'1 a I' 1 v71�pA�i�}�5�qJ '�f.5i�,R P Aif dJ i� R�Ci�I, �� �+Afpp°�,nt.��i��+it L�°�S�y'kN�'+k��S':.}L�Ia�'1�•7t1:��+��1�' i 1+�I 1■��!n�Pf'. �:�5�Ji�� Y�}'h��rtp{trre I�L.y! • r ■�I��*, Ah .. � -- . W11S•N L �.I�. i `Ly 5��. � ! ��'� L'• } tl�l. +�l'ILV !� � 4 r•' . ,' } 5 '"• QUANTITY -- -- — _ 6 Leman Nandina 9 Yemopia 6 Nana's 2 2 2 2 1 3 1 3 1 3 1 3 1 3 1 3 2 2 2 2 56 Jasmine DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 EXHIBIT C-MULCH MEASUREMENTS 1 . Kinney To Park: 14,522 sq ft 2. Park To Furman: 6,223 sq ft 3. Buford St. to Craig St, Along S. Shoreline: 2,523 sq ft 4. Craig to Morgan: 2,000 sq ft 5. Elizabeth To Ayers, Smallest Forefront Patch: 230 Sq ft 6. Ayers to Del Mar: 5,959 Sq ft 7. Del Mar to Atlantic: 4,377 Sq ft 8. Atlantic to Southern, Solely Endtail of Median: 2,656 Sq ft 9. Louisiana Ave: 155 Sq ft/1 ,491 Sq ft/294 Sq ft/328 Sq ft/ 458 Sq ft. Each patch From North to South Down Ocean Dr. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 ATTACHMENT B: PRICING SCHEDULE SC CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT BID FORM "Caavn area RFB NO. 4683 SHORELINE MEDIAN IMPROVEMENTS AGE 1 OF 1 Date: Authorized Bidder: vt". / Signature: 1. Refer to "Ins ructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RPB. DESCRIPTION QTY UNIT 1OTAi. PRISE Plants, Labor, and Materials Shoreline Medians between Kinney 1 LS ! � Street and Louisiana Avenue r/ 5b j TOTAL E DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 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 $1 ,000,000 Per Occurrence Including: 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. 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 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 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. 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 DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 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. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. DocuSign Envelope ID:ODC529AA-3E59-4424-A63A-FOA6E6OE4688 ATTACHMENT D: WARRANTY REQUIREMENTS Shoreline Medians Improvements Contractor shall warrant that all labor and materials furnished for (Landscape Work- plants, muhly grass, mulch) work performed in conjunction with the above referenced project are in compliance with the Contract Documents and authorized modifications thereto, and will be free from defects due to defective materials or workmanship for a period of ONE (1 ) year from: Substantial Completion Should any defect develop during the warranty period due to improper material, workmanship or arrangement the same, including adjacent work displaced, shall be made good by the undersigned at no expense to the Owner. Warranty includes replacement of defective plants, muhly grass or groundcover materials including death and unsatisfactory growth within (15 days) of written notice by owner. Warranty includes replacing materials more than 25% dead or in unhealthy condition at the end of the warranty period at no additional cost to owner. The owner agrees to give Contractor written notice of all defective work. Contractor agrees to correct defective work within thirty (30) days thereafter. Nothing in the above shall be deemed at apply to work which is generated due to abuse or neglect on part of the Owner. ***WARRANTY DOES NOT COVER*** A.) Damages caused by others. B.) Damages due to owners neglect caused from improper watering, or malfunctioning sprinklers. C.) Damages caused by insects or diseases. D.) Damages caused by unusual phenomenon or weather beyond sub- contractor's control. Page 1 of 1 CORPUS CHRISTI PARKS& RECREATION Six-Month Service Agreement for Shoreline Median Improvements (Landscaping & Plant Installation) City Council Meeting June 13, 2023 1 Background CORPUS CHRISTI PARK56. • Initial median improvements were executed in July 2020 in which Natal Plums, Phoenix Roebillini, Esperanza & Washington Palms were planted. After the freeze in February 2021, all vegetation was destroyed except for Washington Palms. • After the freeze, an assessment determined that most vegetation would not recover, and an Emergency Memo was authorized by the City Manager to request emergency services to replant vegetation in the medians. • The Shoreline Medians are once again being revisited since the City has experienced below freezing temperatures during the winter months (32 degrees Fahrenheit recorded in February 2023). These extreme temperatures have destroyed normal, Texas native vegetation. • Parks & Recreation hired a staff Landscape Architect in August 2022, who performed extensive research into vegetation that can endure two weather extremes — heat & freezing. In doing so, the Landscape Architect found plants that are native to our area & can endure similar environmental, extreme weather conditions. Types of Plants Yp CORPUS � CHRISTI ---' PARK56 The Contractor will provide landscaping services & install plants, with black mulch, for eight medians along Shoreline Boulevard, between Kinney St. & Louisiana Ave. The types of plants to be installed are: • Lemon Lime Nandina: Nandinas are very drought tolerant & will only need to be watered during extremely hot/dry conditions & can tolerate temperatures as low as 9.4°F and as high as 109°F. • Yewtopia Plum Yew: Heat tolerant, drought resistant & shade loving plum yew; slow growing, requiring little pruning to maintain its compact habit. Hardy to -I OF. • Tocoma Stans `Nana': Yellow Bells are naturally found in warm climates such as the Sonoran Desert. They are both heat/cold tolerant but will go dormant in temperatures below freezing. This robust shrub can withstand both droughts & humid climates. • Asiatic Jasmine: This plant can sustain lower temperatures while thriving in warm to hotter environments. 3 Types of Plants CORPUS CHRISTI Yewtopia Muhly Grass �- Nandina 4 Nana Asiatic Jasmine � W 17 Plant Details CORPUS CHRISTI Plant Number Plant Height Width Spacing Quantity 1 Lemon Lime Nandina 3-4' 3-4' 3-4' 92 2 Yewtopia Plum Yew 3-4' 3-4' 3-4' 97 3 Nana 4' 3' 3' 73 4 Asiatic Jasmine 6-2' 3' 3' 416 The Contractor shall also replant/reuse approximately 257 pieces of existing Muhly Grass currently planted in each median between Kinney Street & Louisiana Avenue and incorporate grass into the new landscaping. Any Muhly Grass not used by the Contractor will be removed by the City's Parks and Recreation Department. Recommendation GO Fa Pus CHRISTI PA RK56 iiECREATION • Staff recommends approval of this motion authorizing a six-month service agreement with Coastal Landscape Management & Design, as presented for Shoreline Median Improvements. 6 so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmonds, P.E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Charles Mendoza, Director of Asset Management charlesm2(a-)cctexas.com (361) 826-1941 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(a)cctexas.com (361) 826-3169 Construction Contract Award Police Headquarters Backup Generator (Bond 2018) CAPTION: Motion awarding a construction contract to CSE W-Industries of Houston, Texas, for electrical upgrades and an additional new backup generator at the Corpus Christi Police Department Headquarters, in an amount not to exceed $1,209,169.00, located in Council District 1 with FY 2023 funding available from the Bond 2018 Fund, and 2023 Certificates of Obligation. SUMMARY: This motion awards a construction contract for the Corpus Christi Police Department Backup Generator Project. The project provides for the installation of an additional new generator that will be used along with the current generator in place, and replacement of the main associated electrical equipment. BACKGROUND AND FINDINGS: The Police Headquarters is located at 321 John Sartain St. in Council District 1. The original building was constructed in 1932 and consists of four floors. In 1988,the City of Corpus purchased the building to house the police department and municipal courts. The headquarters also serves as the hub for telecom and dispatch communications which provide services to the South Texas region. A feasibility study was performed in April of 2018 which proposed electrical and mechanical upgrades to replace obsolete equipment that had exceeded the average maintainable life expectancy. The headquarters has since experienced numerous electrical failures that required extensive work to be carried out on the main electrical equipment. Components for equipment of this age are not readily available and parts replacement led to unconventional modifications or long periods of downtime while waiting for parts to be delivered. Upon project completion windstorm certification will be provided and the equipment will conform to all current building, electrical, and safety codes. The intent of this project is to replace obsolete equipment and provide a backup generator that can power the entire facility. The repairs will solve existing electrical issues that could prevent the police department from remaining operational and providing critical life safety services to the public. The project scope includes the addition of a 600-kW backup diesel generator with an elevated sub-base, 72-hour tank, and foundation. Electrical upgrades include new installation of an automatic transfer switch, main electrical distribution equipment, and electrical service entrance. Mechanical and plumbing renovations comprise of relocating the piping in the mechanical room, and repositioning of the chilled water chemical feeder to accommodate the design. Mechanical controls will be re-designed to stagger mechanical equipment starts on resumption of power, to work in tandem with the current on-site emergency generator. PROJECT TIMELINE: 121 - 2022 2022 - 20232023 - 2024 October — September October — June June — June Design Bid/Re-Bid/Award Construction Project schedule reflects City Council award in June 2023 with anticipated completion in June 2024. COMPETITIVE SOLICITATION PROCESS: The Contracts and Procurement Department issued a Request for Bids on February 06, 2023. On March 15, 2023, the City received a bid from one bidder. The City analyzed the bids in accordance with the contract documents and determined CSE W-Industries as the lowest responsive, and responsible bidder. A summary of the bid is provided below: BID SUMMARY CONTRACTOR BASE BID CSE W-Industries $1,209,169.00 Engineer's Opinion of Probable Construction Cost $914,500.00 CSE, W-Industries is currently engaged in 30+ generator projects around Texas and has tailored experience in alternative power generation projects. ALTERNATIVES: The City Council could choose not to award the construction contract to the lowest responsive and responsible bidder, CSE, W-Industries. This would delay the proposed improvements to the police headquarters and could impact critical operations in the event of an emergency. FISCAL IMPACT: The fiscal impact in FY2023 is an amount of$1,209,169.00 with funds available from Bond 2018 Fund and 2023 Certificates of Obligation. Funding Detail: Fund: Police 2020 Bd18 (Fund 3343) Department: Police (29) Org: Grants and Capital Projects (89) Account: Construction (550910) Activity: 18176-G-3343-EXP Amount $809,169.00 Fund: Police 2023 CO (Fund 3345) Department: Police (29) Org: Grants and Capital Projects (89) Account: Construction (550910) Activity: 18176-G-3345-EXP Amount $400,000.00 Total: $1,209,169.00 RECOMMENDATION: Staff recommends awarding a construction contract for the Police Headquarters Backup Generator to CSE W-Industries in an amount not to exceed $1,209,169.00. The construction duration is planned for 18 months from issuance of Notice to Proceed to begin construction in May 2023. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Bid Tab CIP Page PowerPoint RFB 4485 P.N. 18176G Police Headquarters Backup Generator Rebid ID: RFB 4485 PN. 18176G Item IDescription Unit I Quantity CSE W-Industries Part A - General Al Mobilization and Demobilization LS 1.00 $50,000.00 A2 Bonds and Insurance AL 1.00 $20,000.00 Sub Totals $70,000.00 Part B - Electrical and Mechanical B1 Demolition Work LS 1.00 $25,000.00 B2 Hangers and Support for Plumbing Piping and Equipment LS 1.00 $10,000.00 B3 Plumbing Piping LS 1.00 $5,500.00 B4 HVAC Piping Insulation LS 1.00 $6,500.00 B5 Above Ground Hydronic Piping LS 1.00 $5,500.00 B6 Low-Voltage Electrical Power Conductors and Cables LS 1.00 $240,699.00 B7 Grounding and Bonding for Electrical Systems LS 1.00 $25,000.00 B8 Hangers and Support for Electrical Systems LS 1.00 $10,000.00 B9 Raceway and Boxes for Electrical System LS 1.00 $251,000.00 B10 Identification for Electrical Systems LS 1.00 $2,500.00 B11 Switchboards LS 1.00 $99,000.00 B12 Panelboards LS 1.00 $10,000.00 B13 Wiring Devices LS 1.00 $5,500.00 B14 Enclosed Switches and Circuit Breakers LS 1.00 $35,000.00 B15 Diesel Engine Driven Generator Set LS 1.00 $244,000.00 B16 lAutomatic Transfer Switch LS 1.00 $35,000.00 Sub Totals $1,010,199.00 Part C - Site Work C1 Phase 1 - Demo Sidewalk LS 1.00 $2,500.00 C2 Phase 2 - Demo Parking Slots LS 1.00 $4,500.00 C3 Phase 3 - Generator Foundation LS 1.00 $31,000.00 Sub Totals $38,000.00 Part D -Allowances D1 JAIlowance for Unforeseen Conditions AL 1.00 $82,700.00 D2 JAIlowance for Permits AL 1.00 $8,270.00 Sub Totals $90,970.00 Grand Total $1,209,169.00 <73 PROJECT LOCATION N Doyle SCALE: N.T.S. mw M:a ortland a LOCATION MAP aw a �uoo NOT TO SCALE NUECES BAY JOF ���TO PROJECT LOCATION ti v c oRR/AOR SHIP CHANNEL CORPUS CHRISTI GeOAARO Qo LEOPARD a z 44 6A CO P HRISTI p 4,D 286 I E A IONAL M GP 358 > OR �l O Z �F`Q c�ti v �F o IN 0 oc�ti O TEXAS A&M UNIVERSITY ORPUS CHRISTI O� 358 M R N VICINITY MAP AGF Qp NOT TO SCALE PROJECT NUMBER: 18176G POLICE HEADQUARTERS CITY COUNCIL ETASIBIT BACKUP GENERATOR CITY OF CORPUS CHRISTI, cl M BOND2018 DEPARTMENT OF ENGINEERING SERVICES w l SCALE: N.T.S. . Oyu �_ ►� � �,..�,� S �^ N �— � ....,• ter. �•. n ws,, M r " a v, eau711 1® V +W PROJECT LOCATION ot e i d o ppP t Y r mn u fly r% AERIAL MAP ail , �- % NOT TO SCALE PROJECT NUMBER: 18176G rr �^e , POLICE HEADQUARTERS CITY COUNCIL EXHIBIT BACKUPGENERATOR CITY OF CORPUS CHRISTI,TEXAS BOND2018 DEPARTMENT OF ENGINEERING SERVICES Capital Improvement Plan 2023 thru 2025 City of Corpus Christi, Texas Project# 18176 Project Name Police Headquarters Pdl I CE . .. Type Improvement/Additions Department Police Department Useful Life 25 years Contact Police Chief 0 E P A R T M E N Category Building Rehabilitation Priority 2 Critical-Asset ConditionVongevity Status Active Description Police Headquarters needs multiple repairs and improvements;such as the elevator renovations,mechanical,electrical,plumbing, new emergency generator and roof improvements. Justification The current conditions of the building are not conducive to productive,comfortable working environment. Additionally,damage to furniture and fixtures are taking place due to the facilities problems and disrepair Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 587,952 1,466,319 2,054,271 Design 215,932 215,932 Eng,Admin Reimbursements 69,416 150,000 219,416 Total 873,300 1,616,319 2,489,619 Funding Sources Prior Years 2023 2024 2025 Total G.O.Bond 2018 873,300 1,216,319 2,089,619 Certificates of Obligation(New) 400,000 400,000 Total 873,300 1,616,319 2,489,619 Budget Impact/Other 71 There is no projected operational impact with this project at this time. Upon completion of this project additional maintenance costs will be budget to maintain these improvements. 162 Corpus Chr sti Engineering Police Headquarters Backup Generator (Bond 2018) Council Presentation June 13, 2023 Project Vicinity Corpus Chr sti Engineering r _ PROJECT LOCATION Doyle SC+IE:�r5. IZ , NST • el;�_ e� NUECES SAY 10� PROJECT LOCATIONY. ^� CO e s€ � coaaus cNmm �� � 0 2� - U i' PROJECT LOCATION o�PERS�4ClEY 176G PROJECT NUMBER:18176G PROJECT NUMBER:18 2 Project Scope Corpus Chr sti Engineering The construction scope includes: • Replacing building electrical service entrance and associated main distribution equipment • Installing a new 600-kW diesel backup generator and automatic transfer switch. • Foundation design and an elevated base with a tank will be installed to provide 72 hours of fuel storage. • The new backup generator will provide power to the entire building. • Design includes relocation of the chilled water chemical feeder • The plumbing pipe will be re-routed to avoid new electrical gear. • Mechanical controls will be modified to stagger mechanical equipment starts on resumption of power. • Windstorm Certification will be provided by the general contractor 3 Project Schedule W) Corpus Chr sti Engineering 121 - 2022 2022 - 20232023 - 2024 October — September October — June May — June Design Bid/Re-Bid/Award Construction Project schedule reflects construction starting in June 2023 with anticipated completion by June 2024. so �o ora H aoAPoat�° AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Drew Molly P.E, Director of Water Systems and Support Services drewm(a-)cctexas.com (361) 826-1853 Josh Chronley, CTCD, Assistant Director of Finance & Procurement Joshc2(a-)cctexas.com (361) 826-3169 Professional Services Contract Award ONSWTP Recycle Pond Improvements CAPTION: Motion awarding a professional services contract to Plummer Associates, Inc., Corpus Christi, Texas, to provide engineering evaluation services for repairs and improvements needed at the O.N. Stevens Water Treatment Plant Filter Wash Water Recycle Pond, in an amount not to exceed of$120,133.00 with FY 2023 funding available from Water Capital Fund. SUMMARY: This motion authorizes approval of a professional engineering contract to provide a Technical Memorandum for the O.N. Stevens Water Treatment Plant (ONSWTP) Recycle Pond Improvements Project. BACKGROUND AND PURPOSE: The recycle pond is an earthen berm pond with a submersible pump station and intake structure. The earthen berm has 300-ft exhibiting leakage and erosion of the top bank due to fluctuating water levels within the pond. Additionally, the pump station concrete structure has leakage. This item awards a professional engineering contract to provide field investigation, testing, evaluation, a technical memorandum describing the recommended improvements and the opinion of probable construction cost. PROJECT TIMELINE: June — November Engineering Evaluation Project schedule reflects City Council award in June 2023 with anticipated Engineering Evaluation completion by November 2023. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Qualifications on December 13, 2021, with the RFQ Number 3977 for Professional Engineering Services for Capital Improvement Projects FY2022. The City received statements of qualifications from six firms and a technical evaluation was performed by the selection committee. The selection committee consisted of representatives from Engineering Services and Water Utilities. Firm ranks were based on three factors: 1. Experience of the firm 2. Experience of the key personnel with specific experience with similar projects 3. Understanding of Project Scope. Plummer Associates, Inc. was the highest ranked firm and has over 44 years of experience in the planning and design of water-related infrastructure projects and facilities. Plummer Associates, Inc., has served the City of Corpus Christi's Water and Wastewater Departments for three decades on several projects. Some of the projects are ONSWTP Filter Rehab Project, Citywide Lift Station Evaluation, New Broadway WWTP Rehabilitation Planning Project, and WWTP MSGP Renewals. ALTERNATIVES: City Council could choose not to award the contract to Plummer Associates, Inc. Not awarding the contract for professional services to Plummer Associates, Inc. will delay necessary improvements and may affect the ability to satisfy the safety, operational, and regulatory requirements. FISCAL IMPACT: The fiscal impact in FY 2023 is an amount of $120,133.00 with funding available from the Water CIP Fund. FUNDING DETAIL: Fund: Water 2023 CIP (Fund 4486) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: ONSWTP Recycle Pond Improvements (Project No. 22406) Account: Outside Consultants (550950) Activity: 22406 Amount: $120,133.00 RECOMMENDATION: City staff recommends approval of the contract to provide engineering evaluation services for repairs and improvements needed at the O.N. Stevens Water Treatment Plant Filter Wash Water Recycle Pond in an amount not to exceed $120,133.00 to Plummer Associates, Inc. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix Proposal CIP Page Presentation SDA RDD � W °m g _ W E A�a�Da' PROJECT LOCATION w 8 CORPUS CHRISTI BAY it II D<F SMF 43 1444 Rq DDNp q`' G a= 5 e � VICINITY MAP s P �Q NOT TO SCALE \W 71 x .r �I /y 3�qC UP RIVER RU� CESS it 69E PROJECT LOCATION RECYCLE POND WIWI ,e v - AERIAL MAP y... NOT TO SCALE PROJECT NUMBER: 22406 ONSWTP RECYCLE POND CITY COUNCIL EXHIBIT , CITY OF CORPUS CHRISTI,TEXAS IMPROVEMENTS DEPARTMENT OF ENGINEERING SERVICES � s 4A +� PLUMMER 0537-047-01 March 1, 2023 Mr. Edwin Santillan, P.E. Project Manager Engineering Department City of Corpus Christi,Texas 1201 Leopard Street Corpus Christi TX 78401 Re: ONWTP Recycle Pond Improvements Project No. 22406 Task Order 1 -Scope and Fee Proposal Dear Mr. Hedrick: This letter is a request for the ONSWTP Recycle Pond Improvements Task Order 1 to provide preliminary design services for repairs and improvements to the pond berm and pump station structure.The preliminary design services are to provide field investigation, evaluation, testing and a technical memorandum with recommendations and an Opinion of Probable Construction Costs (OPCC). Supplemental services are included to provide a budget for design, bid and construction phase services based on the recommended improvements. Fee The fee request of$500,000 is detailed in the attached spreadsheet. A summary of fee is shown in the table below. Task Fee BASIC SERVICES Technical Memorandum $120,133 TOTAL $120,133 SUPPLEMENTAL SERVICES Budgetary Allowance for Design, Bid and Construction Services $379,867 PROJECT TOTAL $500,000 500 N.Shoreline,Suite 710 Corpus Christi,Texas 78401 Phone 361-356.8526 plummer,com TBPE Firm No 13 Mr.Edwin Santillan, P.E. Page 2 March 1,2023 The detailed scope and fee schedule are attached. If you have any questions regarding this request, please let me know. Sincerely, PLUMMER ASSOCIATES, INC. William C. Causey,Jr., P.E. Project Manager Cc: Mary Portillo Enclosures Agreement for Professional Services PLUMMER Project No.: 0537-047-01 ATTACHMENT A City of Corpus Christi, Texas Project #22406 ONSWTP Recycle Pond Improvements Task Order No. 1 Scope of Services PROJECT DESCRIPTION Plummer will provide engineering evaluation services for repairs and improvements needed at the O.N. Stevens Water Treatment Plant Filter Wash Water Recycle Pond. The recycle pond is an earthen berm pond with a submersible pump station and intake structure. The earthen berm has approximately 300-ft exhibiting leakage and erosion of the top bank due to fluctuating water levels within the pond. Additionally, the pump station concrete structure has leakage. Preparation of design documents, permitting, advertisement/award, and construction phase services are not included herein and will be performed under a separate task order. BASIC SERVICES Engineer agrees to perform BASIC ENGINEERING SERVICES for modifications to the recycle pond and pump station structure. The Engineer shall perform BASIC ENGINEERING SERVICES necessary for the development of the PROJECT as follows: A. Meetings and Coordination 1. Project Kickoff Meeting: Engineer to conduct a project kick-off meeting at the beginning of the Project with the CITY to confirm the scope of work, deliverables, schedule, critical project milestones, design criteria, information and data needs, and success factors. Discuss initial steps for coordination of site visits and collection of data and information. Confirm lines of communication. 2. Progress Meetings (2): Engineer will coordinate, prepare for, and conduct project meetings monthly with City PM. Engineer shall prepare an agenda for the meetings, moderate the meetings, and prepare/distribute meetings notes. An updated project schedule will be presented at each meeting. Draft and final meeting notes and schedules will be prepared and distributed in electronic Portable Document Format (PDF). 3. Quality Review Meetings: Conduct two (2) internal QC meetings utilizing senior staff members. QC meetings are to be held at project commencement (0% QC Kickoff Meeting) and to review Technical Memorandum QC comments. 4. Team Coordination Meetings: Engineer will conduct weekly internal team collaboration meetings to review project progress, data needs, action items, track project schedule Plummer Associates, Inc. A-1 Agreement for Professional Services PLUMMER Project No.: 0537-047-01 and budget, coordinate with subconsultants, and collaborate on technical design concepts and solutions. 5. Conduct one (1) Technical Review Meeting with the CITY. The meeting shall be held with City staff to present the draft Technical Memorandum and provide CITY staff with an overview of findings and recommendations. DELIVERABLES: Meeting Agendas, Sign-in Sheets, Meeting Notes MEETINGS: As listed above. B. Technical Memorandum (TM) The Engineer shall develop a Technical Memorandum that presents the existing conditions of the recycle pond and pump station, identify unique challenges and constraints, and recommendations for repairs for the ON Stevens WTP Recycle Pond Improvements Project (the PROJECT) described in the following paragraphs. The evaluation will consider the following improvement activities: 1. Site Visits: Engineer shall visit the project site to confirm previously identified repairs and to further evaluate existing conditions and needs for recycle pond. 2. Assessments/Records and Data Review: Engineer will request record drawings, aerial imagery, and topographic and floodplain maps; data and information available for recycle pond; and pump station performance information. Engineer will review provided records and data. 3. Site Survey: Site assessment will include evaluation phase surveying services including collecting orthometric images of recycle pond and geospatial calibration of those images. Products will be developed in dwg (civil 3D 2020) format for use in preparing site drawings and exhibits in conjunction with record as-built information available. Design-level topographic survey will be provided as an Additional Service in future project design phase and as-needed based on complexity of repairs and recommendations identified in the Technical Memorandum. 4. Preliminary Recycle Pond and Pump Station Drawings: Prepare preliminary drawing exhibits showing existing recycle pond and pump station site plan; configuration and layout; equipment and structures. 5. Civil Evaluation: Evaluation will include review and recommendations related to overall site condition/ appearance, site accessibility, site security, and the observed condition of existing structures. Prepare preliminary drawings for temporary or permanent coffer dams/berms and pump station suction piping during construction. 6. Geotechnical Evaluation: Provide geophysical survey to map potential leakage from approximately 300-ft section. Up to four lines of geophysical data less than 300 feet long will be collected. Plummer Associates, Inc. A-2 Agreement for Professional Services PLUMMER Project No.: 0537-047-01 Two 50-foot geotechnical bores will be conducted. Results and recommendations will be provided in a geotechnical engineering report. Location of bores will be determined based on geophysical survey and coordinated with Owner. 7. Structural Evaluation: Provide structural condition assessment, develop recommendations for repairs for recycle pond pump station. 8. Permitting/Regulatory Evaluation: Engineer will identify and evaluate conformance of existing conditions and applicability of current TCEQ regulations. DELIVERABLES: Recycle Pond Preliminary Phase Technical Memorandum, Draft and Final, Survey (CADD files), Geophysical Survey data, Geotechnical Engineering Report. MEETINGS: Field Site Visits, Records Research at Utility offices, Field survey, Geophysical Survey, Geotechnical Bores (2) C. Project Management and Quality Review 1. Monthly Monitoring: Provide project management for the project. Project management shall include developing and implementing a project management plan; tracking and managing internal schedules of work; monitoring and addressing issues related to the scope of work, budget and deliverables; providing labor resources necessary to fulfill scoped work; and scheduling and participating in quality control reviews. 2. Subconsultant Management: Provide coordination with geotechnical engineering subconsultant, Raba Kistner Inc. and structural engineering subconsultant, Jose I. Guerra, Inc.. Includes coordination of work and combination of work product into a cohesive deliverable. 3. Quality Review: Engineer will be responsible for conducting technical reviews of concepts, design criteria, calculations, and deliverables. Technical reviews to be completed by senior level staff. Deliverables: Monthly Progress Reports, Monthly Invoices, Project Schedule Meetings: Listed in Section A above. SUPPLEMENTAL SERVICES Supplemental services consist of the following: 1. Scope and fee will be developed for design, bidding, and construction phase services based on the recommendations provided and in the Technical Memorandum and available remaining budget for the repair of the earthen berm and pump station concrete structure. The estimate presented in the fee is the balance of available funding. Scope and fee will be further developed once the TM establishes the basis of future work. Plummer Associates, Inc. A-3 Agreement for Professional Services PLUMMER Project No.: 0537-047-01 OWNER TO PROVIDE The OWNER shall provide any available data from existing records and studies: 1. Record drawings from the recycle pond and pump station construction. 2. Geotechnical Boring logs and recycle pond construction testing data. ADDITIONAL SERVICES Additional services to be performed by the Engineer, if authorized by the CITY, which are not included in the above-described Basic Engineering Services, are described as follows: A. Mechanical Evaluation: Evaluation will include a review of the station piping and valves including adding, replacing, or moving valves to improve hydraulic efficiency. Installation of a quick connect for bypass pump connection will be evaluated for periods when the pump station is off-line. B. Evaluation of storage/electrical and pumping capacity and expansion of the recycle pond. C. Providing shop, mill, field or laboratory inspection of materials and equipment. D. Sampling, testing or analysis beyond that specifically included in Basic Services. E. Preparing copies of Computer-Aided Drafting (CAD) electronic databases, drawings, or files for the CITY's use in a future CAD system. F. Attending additional meetings as requested by CITY. G. Permitting, SWPPP, Traffic Control Plans, Bypass Pumping Plans, force main condition inspections, environmental investigations related to site contamination. H. Providing architectural or landscape design. I. Providing Subsurface Utility Engineering (SUE). J. Any additional services that may be required by the CITY for completion of the project that are not included in the Basic Services. Plummer Associates, Inc. A-4 Agreement for Professional Services PLUMMER Project No.: 0537-047-01 SCHEDULE Project duration is projected to be 26 weeks (6 months). Submittal Delivery Schedule Kickoff Meeting Within 2 weeks of Notice to Proceed Submit Draft Technical Memorandum (TM) Within 12 weeks Kickoff Meeting TM Review Meeting Within 3 weeks of submittal of draft TM Submit Final TM Within 3 weeks of receipt of City Comments on TM FEE The CITY will pay the Engineer on a lump sum basis for providing for"Basic Services" authorized as per the table below inclusive of labor, expenses and subconsultant services. The fees for Basic Services will not exceed those identified. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided in "Basic Services", Engineer will submit monthly statements for basic services rendered. The invoice will be based upon Engineer's estimate (and CITY concurrence) of the proportion of the total services completed at the time of billing. CITY will make prompt monthly payments in response to Engineer's monthly invoices. Plummer Associates, Inc. A-5 Agreement for Professional Services PLUMMER Project No.: 0537-047-01 Schedule of Fees: Basic Services: Technical Memorandum Lump Sum $120,133.00 Supplemental Services: Budgetary Allowance TBD $379,867.00 Total of Fees: $500,000.00 A budgetary allowance of $379,876.00 is proposed under Supplemental Services for design, bidding and construction phase services. Scope and fee will be developed for design, bidding, and construction phase services based on the recommendations provided and in the Technical Memorandum and available remaining budget for the repair of the earthen berm and pump station concrete structure. The estimate presented in the fee is the balance of available funding. Scope and fee will be further developed once the TM establishes the basis of future work. A scope and fee proposal for supplemental services will be formally requested in writing by Plummer and authorized by the CITY under separate Task Order. Plummer Associates, Inc. A-6 Agreement for Professional Services PLUMMER Project No.: 0537-047-01 ATTACHMENT B PLUMMER ASSOCIATES, INC. HOURLY RATE SCHEDULE FOR ADDITIONAL SERVICES Staff Description Staff Code 2023 Rate Admin Staff Al —A2 $ 95.00 Admin Staff III A3 $ 110.00 Senior Admin Staff A4 $ 115.00 Designer/Technician C1-C2 $ 120.00 Designer/Technician III C3 $ 135.00 Senior Designer/Technician C4 $ 150.00 Field Tech I LS1 $ 95.00 Field Tech II LS2 $ 110.00 Survey Specialist I LS3 $ 120.00 Survey Specialist II LS4 $ 130.00 Survey Analyst LS5 $ 150.00 Chief of Parties LS6 $ 165.00 Engineer/Scientist Intern ESO $ 75.00 Engineer-in-Training/Scientist-in-Training ES1 $ 130.00 Engineer-in-Training/Scientist-in-Training II ES2 $ 140.00 Engineer-in-Training/Scientist-in-Training III ES3 $ 160.00 Project Engineer/Scientist ES4 $ 175.00 Senior Project Engineer/Scientist ES5 $ 190.00 Project Manager ES6 $ 245.00 Senior Project Manager ES7 $ 275.00 Principal 1 ES8 $ 310.00 Principal 2 ES9 $ 360.00 Billing rates may be adjusted by up to 4 percent annually (at the beginning of each calendar year) during the term of this agreement. A multiplier of 1.10 will be applied to all direct expenses. A technology charge will be billed at $5 per labor hour. Plummer Associates, Inc. A-7 Exhibit 1 Fee Schedule PLUMMER OR. .I.rpusOhristi 053J;�ao ONSIMP R. .I.Pond Improvements P..j.d No.22906 ethnical Plummer Chaprgen lead e Ell III real Survye a POO/POR labor Plum mer Fee Raba Klstner Sub Fee Jose 6uera Sub Fee Sub Markup Technology Fee p se Total m eld Survey use ack rohmean Anederon w(2J avid 6udal Mary WI la Ho Por[rsl7 C h, T,TIm,,l 6 7 Ka[h, (h") (h, S(hrs)y O (h,,) (hrs) c[Kld:off Meeeng e$ $ $ $ e $ $ b.BasellneSchedule w/key milestones nI,(2J 19$ $ $ $ 2 719 Oualrcy Review W oh:shops 2 4 0 0 0 0 0 0 1011 16$ 4 470 $ $ 80 $ $ 4 110 Workshop b.Oak TM Workshop Coord-1,on M—,tl 9$ 900 $ $ 20 $ Technlal Review Meenng(CITY) 2, 12$ 2,339 $ $ 60 $ 2,399 n[s/PemNsand Oala Review 12 12 $ 1900 echnl�clE ra�ovalualg 00 000 119 Ion 2 4 $ 49 e $ 8,000 B 10 [Ing/Relguion B 11A Oeah TechnlcalMemorandum Technical Mem oandum Suonthly Men,long• $ bmnsul[an[ nManagement 1.1 Bld and C7nstrumon Phase Services $ of 1 S'.\ProJects/853C\897-81\e Opportunity\ed PmJec1\ed-1 Negona[Ions-Smpe_Schedule_Fee\ed-1-1 Olen[\ONSWTP Recycle Pond Improvements-FeeVa 3/1/2823 Capital Improvement Plan 2023 2025 City of Corpus Christi, Texas Project# 22406 Project Name ONSWTP Recycle Pond Improvements Type Reconditioning-Asset Longevity Department Water Department Useful Life 40Y ears Contact Director of Water Utilities Category Water Treatment Priority 2 Critical-Asset Condition\longevity Status Active Description The O.N.Stevens Water Treatment Plant utilizes Lagoon-7 also known as wash-water recycle pond for decanting solids from backwash water sent by the filters. The decanted water is pumped back to the head of the plant with the help of existing wash-water return pump station located adjacent to the berms. The berm around the ponds is currently experiencing leakage and deterioration that has occurred as a result of this leakage along with weather,runoff,and destructive pests.Leakage has also been observed at the wash-water return pump station. This has necessitated condition assessment to identify extent of damage followed by repairs to prevent failure and reduce leakage.After performing a detailed condition assessment and developing recommendations,necessary repairs shall be carried out to establish the integrity of the earthen berm and associated facilities to ensure compliance with state and federal regulations,and protect the safety of people,property,and the environment as well as aid in optimizing recycled water return. Justification Proposed improvements will repair earthen berms,stop leakage at the pond and at pump station in order to maintain compliance with state and federal regulations,as well as reduce water loss and ensure safe working conditions at the plant. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 1,550,000 1,380,000 2,930,000 Inspection 100,000 170,000 270,000 Design 500,000 500,000 Eng,Admin Reimbursements 50,000 500,000 500,000 1,050,000 Total 550,000 2,150,000 2,050,000 4,750,000 Funding Sources Prior Years 2023 2024 2025 Total Revenue Bonds 550,000 2,150,000 2,050,000 4,750,000 Total 550,000 2,150,000 2,050,000 4,750,000 Budget Impact/Other 71 There is no projected operational impact with this project at this time. A reassessment will be done upon completion of project to determine on- going or maintenance costs. 374 RFQ No.3977 Professional Engineering Services for Capital Imp ON Stevens Water Treatment Plant Recycle Pond Improvements Proposal Evaluation Score Minimum Qualifications Licensing/Certification No Material Lawsuits Past 5 Years No Material Regulatory Issues Past 5 Years References Provided for Firm M1 Minimum Qualifications Pass/Fail Technical Proposal Experience on projects of similar scope and complexity 7 Demonstrated capability& capacity on comparable projects 7 Past Performance 7 Team members with experience and qualifications 7 Team members experience with work of similar scope and complexity 7 Availability of resources to accomplish the work 7 Demonstrated understanding of the scope of services 19 Demonstrated understanding and experience with a public agency 19 Subtotal Technical Proposal 80 Demonstrated Experience providing these Services 5 Team members with experience and qualifications 5 Demonstrated understanding of scope of services 3 Knowledge of Similar Services 3 Capability to perform work 4 Subtotal Interview 20 Total Score 100 rovement Projects FY2022 Plummer Freese and Nichols CP&Y KCI Technologies Corpus Christi Corpus Christi San Antonio San Antonio Pass Pass Pass Pass 6.4 5.8 5.8 4.7 7.0 5.3 5.8 4.7 5.8 5.8 6.4 4.7 6.4 7.0 6.4 5.8 7.0 6.4 5.8 5.3 6.4 4.7 4.7 4.1 17.4 17.4 15.8 14.3 17.4 15.8 15.8 14.3 74.0 68.3 66.6 57.7 2.7 4.0 0.0 0.0 2.7 4.0 0.0 0.0 3.7 4.0 0.0 0.0 3.0 4.0 0.0 0.0 3.0 4.0 0.0 0.0 15.0 20.0 0.0 0.0 89.0 88.3 66.6 57.7 Bath Group Mendez Engineering Corpus Christi Corpus Christi Pass Pass 3.5 1.2 3.5 1.2 3.5 1.2 4.7 1.8 4.1 1.2 4.1 1.8 11.1 3.2 9.5 3.2 43.9 14.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 43.9 14.6 RFON..39,77,Professional Engineering Services f,,Capital Improvement P,q—FY2022 I Y-, I I I I 1 2 1 7 1 7 1 1 1 1 7 1 1 1 1 2 7 1 1. 11 11 11 27 Technical Proposal Scores Proposal Evaluation Score Technical Proposal 80 Experience on projects of similar scope and complexity 7 Demonstrated capability& capacity on comparable projects 7 Past Performance 7 Team members with experience and qualifications 7 Team members experience with work of similar scope and complexity 7 Availability of resources to accomplish the work 7 Demonstrated understanding of the scope of services 19 Demonstrated understanding and experience with a public agency 19 Bath Group Score Experience on projects of similar scope and complexity 2.0 Demonstrated capability& capacity on comparable projects 2.0 Past Performance 2.0 Team members with experience and qualifications 2.7 Team members experience with work of similar scope and complexity 2.3 Availability of resources to accomplish the work 2.3 Demonstrated understanding of the scope of services 2.3 Demonstrated understanding and experience with a public agency 2.0 CP&Y Score Experience on projects of similar scope and complexity 3.3 Demonstrated capability& capacity on comparable projects 3.3 Past Performance 3.7 Team members with experience and qualifications 3.7 Team members experience with work of similar scope and complexity 3.3 Availability of resources to accomplish the work 2.7 Demonstrated understanding of the scope of services 3.3 Demonstrated understanding and experience with a public agency 3.3 Freese and Nichols Score Experience on projects of similar scope and complexity 3.3 Demonstrated capability& capacity on comparable projects 3.0 Past Performance 3.3 Team members with experience and qualifications 4.0 Team members experience with work of similar scope and complexity 3.7 Availability of resources to accomplish the work 2.7 Demonstrated understanding of the scope of services 3.7 Demonstrated understanding and experience with a public agency 3.3 KCI Technologies Score Experience on projects of similar scope and complexity 2.7 Demonstrated capability& capacity on comparable projects 2.7 Past Performance 2.7 Team members with experience and qualifications 3.3 Team members experience with work of similar scope and complexity 3.0 Availability of resources to accomplish the work 2.3 Demonstrated understanding of the scope of services 3.0 Demonstrated understanding and experience with a public agency 3.0 Mendez Engineering Score Experience on projects of similar scope and complexity 0.7 Demonstrated capability& capacity on comparable projects 0.7 Past Performance 0.7 Team members with experience and qualifications 1.0 Team members experience with work of similar scope and complexity 0.7 Availability of resources to accomplish the work 1.0 Demonstrated understanding of the scope of services 0.7 Demonstrated understanding and experience with a public agency 0.7 Plummer Score Experience on projects of similar scope and complexity 3.7 Demonstrated capability& capacity on comparable projects 4.0 Past Performance 3.3 Team members with experience and qualifications 3.7 Team members experience with work of similar scope and complexity 4.0 Availability of resources to accomplish the work 3.7 Demonstrated understanding of the scope of services 3.7 Demonstrated understanding and experience with a public agency 3.7 3 2 Bath Group CP&Y Freese and Nichols KCI Technologies 44 67 68 58 3.5 5.8 5.8 4.7 3.5 5.8 5.3 4.7 3.5 6.4 5.8 4.7 4.7 6.4 7.0 5.8 4.1 5.8 6.4 5.3 4.1 4.7 4.7 4.1 11.1 15.8 17.4 14.3 9.5 15.8 15.8 14.3 Committee Member 1 Committee Member 2 Committee Member 3 1 4 1 1 4 1 1 4 1 2 4 2 1 4 2 2 4 1 2 4 1 1 4 1 Committee Member 1 Committee Member 2 Committee Member 3 3 4 3 3 4 3 4 4 3 4 4 3 3 4 3 1 4 3 4 4 2 3 4 3 Committee Member 1 Committee Member 2 Committee Member 3 3 4 3 2 4 3 3 4 3 4 4 4 3 4 4 1 4 3 4 4 3 3 4 3 Committee Member 1 Committee Member 2 Committee Member 3 3 4 1 3 4 1 3 4 1 4 4 2 4 4 1 1 4 2 4 4 1 3 4 2 Committee Member 1 Committee Member 2 Committee Member 3 1 0 1 1 0 1 1 0 1 2 0 1 1 0 1 2 0 1 1 0 1 1 0 1 Committee Member 1 Committee Member 2 Committee Member 3 4 4 3 4 4 4 3 4 3 4 4 3 4 4 4 4 4 3 4 4 3 4 4 3 1 Mendez Engineering Plummer 15 74 1.2 6.4 1.2 7.0 1.2 5.8 1.8 6.4 1.2 7.0 1.8 6.4 3.2 17.4 3.2 17.4 Interview Scores Proposal Evaluation Score Bath Group Interview Scores 20 0 Demonstrated Experience providing these Services 5 0 Team members with experience and qualifications 5 0 Demonstrated understanding of scope of services 3 0 Knowledge of Similar Services 3 0 Capability to perform work 4 0 Freese and Nichols Score Committee Member 1 Demonstrated Experience providing these Services 4.0 4 Team members with experience and qualifications 4.0 4 Demonstrated understanding of scope of services 4.0 4 Knowledge of Similar Services 4.0 4 Capability to perform work 4.0 4 Plummer Score Committee Member 1 Demonstrated Experience providing these Services 2.7 3 Team members with experience and qualifications 2.7 3 Demonstrated understanding of scope of services 3.7 4 Knowledge of Similar Services 3.0 4 Capability to perform work 3.0 4 CP&Y Freese and Nichols KCI Technologies Mendez Engineering 0 20 0 0 0 4.0 0 0 0 4.0 0 0 0 4.0 0 0 0 4.0 0 0 0 4.0 0 0 Committee Member 2 Committee Member 3 4 4 4 4 4 4 4 4 4 4 Committee Member 2 Committee Member 3 4 1 4 1 4 3 4 1 4 1 Plummer 15 2.7 2.7 3.7 3.0 3.0 Car PUS Ch Sli Engineering ONSWTP Recycle Pond Improvements a Council Presentation May 23, 2023 YV PROJECT LOCATION 'S gc�y3) UPRIVER RD. .. CFS L AwS ir 69EV PROJECT LOCATION RECYCLE POND PC NOT MO l E PROJEf:TNUMBER 22- Project Scope J Corpus Chr sti �q�wj Engineering • The wash water recycle pond at O.N. Stevens Water Treatment Plant is an earthen berm pond with a submersible pump station and intake structure. The earthen berm has approximately 3004t exhibiting leakage and erosion of the top bank due to fluctuating water levels within the pond. Additionally, the pump station concrete structure has leakage. • This item awards a professional services contract to provide engineering evaluation services for repairs and improvements needed at the O.N. Stevens Water Treatment Plant Wash Water Recycle Pond. 3 Project Schedule Carpus Chr sti Engineering 1 May - October Engineering Evaluation Projected schedule reflects City Council award of professional services in May 2023 with anticipated engineering evaluation completion by October 2023. so �o ora H aoAPoat° AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Drew Molly P.E, Director of Water Systems and Support Services drewm(a-)cctexas.com (361) 826-1853 Josh Chronley, CTCD, Assistant Director of Finance & Procurement Joshc2(a-)cctexas.com (361) 826-3169 Professional Services Contract Award ONSWTP Flocculation Upgrades & Baffling CAPTION: Motion awarding a professional services contract to Hazen and Sawyer, Corpus Christi, to provide a condition and operational assessment; an alternatives analysis; and design, bid and construction phase services for flocculator replacement at the O.N. Stevens Water Treatment Plant in an amount not to exceed $1,665,622.00 with FY 2023 funding available from Water Capital Fund. SUMMARY: This motion authorizes approval of a professional engineering contract to provide a condition and operational assessment, an alternatives analysis, design, bid and construction phase services for flocculator replacement for the O.N. Stevens Water Treatment Plant (ONSWTP) Flocculation Upgrades & Baffling Project. BACKGROUND AND PURPOSE: The City of Corpus Christi owns and operates the 161.5 million gallons per day (mgd) ONSWTP. ONSWTP currently has walking beam flocculators installed in the two primary sedimentation basins in Plant 1 (Sedimentation Basins No. 1 and 2). The walking beam flocculators have lived out their useful design life, are unreliable, have issues providing adequate mixing at higher flow rates and are maintenance intensive. At speeds required for good mixing (40 to 60 Hz) and higher flow rates, the walking beam flocculator motors often trip or experience significant vibration resulting in damage to the flocculators. The narrow channels in the flocculation area often results in damages to the walking beam trees, necessitating frequent repairs. This item awards a professional contract to provide a condition and operational assessment; an alternatives analysis; and design, bid and construction phase services to support the project implementation. PROJECT TIMELINE: 2023 - 2024 . June — August October — December January — July Design Bid/Award Cons Project schedule reflects City Council award in June 2023 with anticipated design completion by August 2024 and construction anticipated to start in January 2025 with an estimated construction completion of July 2026. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Qualifications on December 13, 2021, with the RFQ Number 3977 for Professional Engineering Services for Capital Improvement Projects FY2022. The City received statements of qualifications from nine firms and a technical evaluation was performed by the selection committee. The selection committee consisted of representatives from Engineering Services and Water Utilities. Firm ranks were based on three factors: 1. Experience of the firm 2. Experience of the key personnel with specific experience with similar projects 3. Understanding of Project Scope. Hazen and Sawyer were the highest ranked firm and awarded the AE contract, they have over 60 years of experience in water planning, preliminary, and detailed design services. Hazen and Sawyer have provided professional services for several City projects in the past. Some of the projects are Water and Wastewater On-Call Services, Water System assessment and Optimization, ONSWTP Chlorine System Handling and Storage, and ONSWTP Solids Handling and Storage. ALTERNATIVES: City Council could choose not to award the contract to Hazen and Sawyer. Not awarding the contract for professional services to Hazen and Sawyer will delay necessary improvements and may affect the ability to satisfy the safety, operational, and regulatory requirements. FISCAL IMPACT: The fiscal impact in FY 2023 is an amount of$1,665,622.00 with funding available from the Water CIP Fund. FUNDING DETAIL: Fund: Water 2023 CIP (Fund 4486) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: ONSWTP Flocculation Upgrades & Baffling (Project No. 22407) Account: Outside Consultants (550950) Activity: 22407 Amount: $1,665,622.00 RECOMMENDATION: City staff recommend approval of the professional services contract with Hazen and Sawyer in an amount not to exceed of$1,665,622.00 for the ONSWTP Flocculation Upgrades & Baffling Project. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix Proposal CIP Page Presentation SDA RDD � W °m g _ W E A�a�Da' PROJECT LOCATION w 8 CORPUS CHRISTI BAY it II D<F SMF 43 1444 Rq DDNp q`' G a= 5 e � VICINITY MAP s NOT TO SCALE \W 71 x .r �I /y 3? EU RIVER RU� CESS 2 n 69E V L yFq P� a ' O � PROJECT LOCATION BASIN 1 & 2 WIWI P A. '01 - AERIAL MAP v.. NOT TO SCALE PROJECT NUMBER: 22407 ONSWTP FLOCCULATION UPGRADES CITY COUNCIL EXHIBIT , CITY EN CORPUS CHRISTI,TEXAS AND BAFFLING IN BASIN 1 AND 2 DEPARTMENT OF ENGINEERING SERVICES CcwCorpus Christi Water Hazen TBPE Firm No. F-13618 EXHIBIT A SCOPE OF WORK CITY OF CORPUS CHRISTI O. N. Stevens Water Treatment Plant Flocculation Upgrades and Baffling CITY PROJECT NO. 22407 PROJECT DESCRIPTION The City of Corpus Christi (City) owns and operates the 161.5 million gallons per day (mgd) O.N. Stevens Water Treatment Plant (ONSWTP) and currently has walking beam flocculators installed in the two primary sedimentation basins in Plant 1 (Sedimentation Basins No. 1 and 2). The walking beam flocculators have lived out their useful design life, are unreliable, have issues providing adequate mixing at higher flow rates, and are maintenance intensive. At speeds required for good mixing (40 to 60 Hz) and higher flow rates, the walking beam flocculator motors often trip or experience significant vibration resulting in damage to the flocculators. The narrow channels in the flocculation area often results in damages to the walking beam trees, necessitating frequent repairs. Due to the inefficiencies and ineffectiveness of the existing walking beam flocculators at Plant 1, the City is requesting that Hazen and Sawyer (ENGINEER) perform a condition and operational assessment; an alternatives analysis; and design, bid and construction phase services for flocculator replacement. In the near future, ONSWTP is expected to see an increased demand and all major improvements are currently being designed for a rated plant flow rate of 200 mgd (50 mgd per basin). An additional service to perform a capacity and hydraulic evaluation is proposed as a part of this project to determine whether the flocculators should be designed for a higher flow rate. ENGINEER will coordinate with the City to incorporate future conditions (projects anticipated within next 5-10 years). This evaluation will also identify process capacity constraints while taking into account TCEQ requirements, and feasible solutions such as tube/plate settlers or any other improvements necessary to expand basin capacity as needed. If it is determined there are other hydraulic bottlenecks not within the boundary of the scope of this project (i.e. raw water pumping, filter hydraulics, etc.), the City and ENGINEER will meet and decide on a final design flow rate that meets the City needs for operational flexibility. Part A of this project is to perform a condition/operational assessment of the existing flocculators and then perform an alternatives analysis of flocculator mixing technologies for ONSWTP. There will be a preliminary screening phase to select two technologies to perform a detailed comparison. The detailed comparison will evaluate the benefits and limitations of each technology, provide planning level cost estimates, create conceptual layouts, and develop and run simulation scenarios of a computational fluid dynamics (CFD) model to help select the flocculator technology to proceed with preliminary and detailed design. Additional services have been provided if a third alternative is selected as part of the screening phase. City Proj. No. 224(' Exhibit"A" Page 1 of 23 Part B of this project includes a baffling configuration analysis for the secondary basins at Plant 1. The City wants to evaluate the need for a baffle wall in the secondary basins to enhance plug flow potential as well as ensure adequate mixing of caustic after chemical addition. CFD modeling will be performed to assist in determining the benefits of baffling and the selection of the baffling design. A final baffle wall configuration will be selected to proceed with preliminary and detailed design. Part C of this project is to complete the detailed design, bid, and construction phase assistance for a new flocculator system to replace the existing horizontal walking beam flocculators. ENGINEER will be responsible for the following: • Condition and operational evaluation of the current flocculation system and associated structures • Design of sedimentation basin structural modifications and repairs as necessary where the flocculator system is located • Alternatives analysis to select the appropriate flocculator technology • New flocculator system detailed design for Plant 1 sedimentation basins • Site visit with ONSWTP staff to another facility that utilizes the recommended flocculator technology • Construction sequencing plan based on Owner/ENGINEER constraints • Demolition plans for the existing flocculator system • Analysis and selection of baffling material and layout alternatives to ensure plug flow through the sedimentation basins • New baffle wall detailed design for Plant 1 sedimentation basins • Instrumentation and controls to integrate the flocculator system with the plant control system • Development of Opinion of Probable Construction Cost (OPCC) • Preparation of Contract Documents • Technical assistance during bidding phase of the project • Services during construction including review of submittals, requests for information (RFIs), change order requests, and attending regular construction progress meetings • Providing a part time project representative for specialized inspection for up to 80 hours during construction • Assistance during startup and commissioning The current scope of services as described herein assumes replacement of flocculator equipment with the least amount of construction improvements (i.e., horizontal flocculator technology replacement and utilization of existing infrastructure). The alternatives analysis may select a more intensive design and construction approach for an improved design or lower capital costs but could increase ENGINEER's effort for design. A supplementary scope item has been added to the end of the scope of services to address the additional effort associated with the selection of a different technology, such as vertical turbine mixers with baffle wall installation. Engineer proposes the following approach and order of work to be done on this project: City Proj. No. 22/1r Exhibit"A" Page 2 of 23 Activity Part A & B —Alternatives Analysis and Baffle Wall Analysis with Memorandum Part C1 — Flocculator System and Baffle Wall Preliminary Design with PDR Part C2 — Flocculator System and Baffle Wall Design Part C3— Bidding and Construction NTP Part C4— Flocculator System and Baffle Wall Construction City Proj. No. 22407 Exhibit"A" Page 3 of 23 SCOPE OF SERVICES PART A — FLOCCULATOR ALTERNATIVES SELECTION AND ANALYSIS ENGINEER will perform a preliminary condition and operational evaluation of the existing flocculator system. The condition and operational evaluation will include a review of mechanical, structural, electrical and instrumentation assets via a site visit and interviews with City Staff. ENGINEER will consider potential future expansions or modifications to the existing basins to meet future flow conditions to better understand current limitations and requirements to replace the existing flocculators. ENGINEER will perform an alternatives analysis of various flocculator technologies for ONSWTP. ENGINEER will evaluate common flocculator technologies including hydraulically baffled (non- mechanical), hyperbolic flocculators, vertical impeller turbine flocculators, vertical paddle wheel flocculators, and horizontal paddle wheel flocculators. The current walking beam flocculators cause operational issues, are maintenance intensive, and do not provide adequate mixing at higher flows so they are not considered for this evaluation. ENGINEER will facilitate a workshop to summarize and present the results of the preliminary alternative screening. The alternatives will be preliminary screened based on floc particle quality, operational flexibility, redundancy, maintenance, and basin modifications. The list of alternatives will be narrowed to two technologies to complete a detailed evaluation consisting of conceptual layouts, CFD modeling and simulation scenarios, planning level capital cost improvements, and other criteria confirmed by the City to make a final selected technology to proceed with preliminary and detailed design. A technical memorandum will be developed to summarize the results of Part A. The technical memorandum will include, but is not limited to, the following: • Preliminary condition and operational evaluation of all mechanical, structural, electrical, and instrumentation assets of the flocculator system • Evaluation of future capacity requirements related to flexibility of flocculator technology. • Considerations of impacts from operation with two different coagulants—aluminum sulfate (alum) and polyaluminum chloride (PACL) • Alternative technology assessment of flocculator technologies • Conceptual layouts of the two selected alternative layouts • Identification of other projects at ONSWTP that will impact or be impacted by the proposed technologies • Planning-level cost estimates of the two selected alternatives • Conceptual project schedule Additional services have been provided if a third alternative is selected as part of the screening phase. Scope Item Assumptions: • Design drawings and specifications will be provided during the design phase City Proj. No. 224(1 Exhibit"A" Page 4 of 23 • Detailed cost estimates will be provided during the design phase • Preliminary Design Report (PDR) will be provided during the design phase • CFD modeling will incorporate ported baffle wall improvements proposed as a part of RWI & CFI Improvements project (City Project No. E17047) as well as all other proposed or ongoing work that may impact sedimentation basin modeling • Does not include hydraulic evaluation to determine maximum hydraulic throughput of the sedimentation basins nor the entire plant. Meetings: • One (1) two-hour kickoff meeting with agenda and minutes • One (1) two-hour alternative analysis meeting with agenda and minutes • One (1) two-hour draft memorandum submittal workshop and final alternative selection with agenda and minutes Deliverables: • Meeting Minutes • Preliminary alternative analysis screening workshop PowerPoint presentation • Memorandum summarizing the results of the analysis and the recommended option to be carried into the design phase PART B — BAFFLE WALL PRELIMINARY ANALYSIS ENGINEER will perform a preliminary condition evaluation of the Plant 1 sedimentation basin secondary basins and any associated appurtenances. ENGINEER will consider potential future expansions or modifications to the existing basins to meet future flow conditions. ENGINEER will perform an alternatives analysis of various plug flow and baffling conditions. ENGINEER will develop baffle port and layout alternatives to provide even flow distribution. CFD modeling will be performed to ensure the proposed baffle wall exhibits plug flow qualities. Planning level costs will be estimated for feasible baffle wall alternatives. A technical memorandum will be developed to summarize the results of Part B and included as part of the Part A technical memorandum. The summary of results of this analysis will include, but is not limited to, the following: • Preliminary condition evaluation of secondary sedimentation basin • Evaluation of future expansion requirements related to flexibility of baffle wall and mixing conditions • Identification of other projects at ONSWTP that will impact or be impacted by the proposed technology • Alternative analysis summary of baffling layouts and materials considered • Planning-level cost estimates • Conceptual project schedule City Proj. No. 224(1 Exhibit"A" Page 5 of 23 Scope Item Assumptions: • Design drawings and specifications to be provided during the design phase • Detailed cost estimates to be provided during the design phase • PDR to be provided during the design phase • Work will coincide and run parallel to Part A • Summary of results to be included in technical memorandum described in Part A • Condition assessment will coincide with Part A • All meetings will coincide with Part A, including the workshop to present alternatives • CFD modeling will incorporate flocculation ported wall improvements proposed as a part of RWI &CFI Improvements project (City Project No. E17047) as well as all other proposed or ongoing work that may impact sedimentation basin modeling Meetings: • Refer to Part A—all meetings for Part B will coincide with Part A Deliverables: • Meeting Minutes • Pertinent sections in the technical memorandum PART C — FLOCCULATOR SYSTEM REPLACEMENT AND BAFFLE WALL DESIGN, BID AND CONSTRUCTION PHASE SERVICES 1. Preliminary Design Services 1.01 Project Progress Meetings and Minutes ENGINEER will coordinate the kick-off meeting and regular progress meetings. These meetings shall be used to coordinate ongoing issues, discuss project status, and obtain input from the City. ENGINEER will prepare meeting minutes and finalize and distribute after review by the City's staff. Scope Item Assumptions: • Meetings will be held at the Corpus Christi Utilities building or ONSWTP. • Utilities and Engineering Services Staff will attend progress meetings. • ENGINEER's staff working on the project remotely will dial in by phone, as necessary Meetings: • One (1) two-hour kickoff meeting • Three (3) two-hour progress meetings (monthly) with utility and engineering services staff City Proj. No. 2� Exhibit"A" Page 6 of 23 Deliverables: • Meeting Minutes and sign-in sheet 1.02 Project Coordination ENGINEER will coordinate the work of all subconsultants, including the leading of meetings with subconsultants to coordinate completion of work and adherence to schedules. ENGINEER will coordinate with the City's utilities staff for data requests and operations questions. ENGINEER will coordinate with Engineering Services regarding historical document and drawings requests. ENGINEER will coordinate with other on- going projects at ONSWTP that have overlapping project drivers. 1.03 Detailed Project Schedule and Updates ENGINEER will prepare a project schedule that summarizes all major tasks of the project and the critical path of the project. ENGINEER will update the project schedule monthly as the project progresses or changes occur. 1.04 Site Survey and Coordination ENGINEER will review historical drawings. ENGINEER will also identify aboveground and underground utilities to identify easements and conflicts. 1.05 Preliminary Design Report ENGINEER will further develop the assumptions from Part A and Part B to 30% level of design for the selected alternatives (flocculator technology and secondary basin baffling), refining the basin layouts and operating parameters. Design documents and list of specifications will be prepared and submitted to the City with certain disciplines advanced beyond others, but overall 30% completion. ENGINEER will prepare preliminary process, mechanical, structural, electrical, and instrumentation and control drawings and present them in a PDR. The PDR will include the following: • Description of the final process, modifications to existing facilities, and the major equipment functions. Unit sizing, unit quantities, and redundancy will be addressed. The unit and equipment sizing will be based on design criteria presented in the Alternatives Assessment Memorandum. • Process schematics and description of proposed flocculator system. • General facility arrangement layout drawings. These drawings will present area requirements for process equipment and support areas. • General site plan presenting the arrangement of the new equipment on site. • Description of construction for the structures that will house the new equipment. Sketches presenting the facility elevations will also be included. • General construction sequencing and connections to existing facilities. • Overall process control strategy. City Proj. No. 2240' • Preliminary instrumentation block diagram drawing presenting the general instrumentation system controls. • Description of the interface between the existing instrumentation system and the proposed facilities, along with upgrades to the existing SCADA. • Preliminary proposed single line diagrams • Opinion of construction costs corresponding to 30% design completion. AACE Class 4 estimate will be performed. • Schedule for permitting, final design, bidding and award, construction, and start-up. Scope Item Assumptions: • PDR will contain the technical memorandum developed in Part A and B as an appendix. The results of Part A and B will be summarized in a section of the PDR. Deliverables: • PDR and 30% design drawings (PDF) and list of major mechanical specifications (PDF). • Opinion of probable construction costs • Project schedule 1.06 QA / QC ENGINEER will document internal Quality Assurance review comments on the conceptual design layout drawings, specifications, and PDR. ENGINEER will address internal Quality Assurance review comments. 1.07 Preliminary Design Report Workshop ENGINEER will prepare a MS PowerPoint presentation for the Preliminary Design Workshop. ENGINEER will lead Preliminary Design Workshop to discuss the PDR. ENGINEER will incorporate comments from the City into the final PDR, as detailed in 1.05 Preliminary Design. Scope Item Assumptions: • City staff will provide comments to ENGINEER on the PDR • City staff will attend the Preliminary Design Submittal Workshop. Meetings: • One (1) four-hour Preliminary Design Client Review Workshop City Proj. No. 224(1 Exhibit"A" Page 8 of 23 Deliverables: • PowerPoint presentation for the Preliminary Design Submittal Workshop 2. Detailed Design Services 2.01 Project Progress Meetings and Minutes ENGINEER will coordinate regular progress meetings. These meetings shall be used to coordinate ongoing issues, discuss project status, and obtain input from the City. ENGINEER will prepare meeting minutes and will finalize and distribute after review by the City's staff. Scope Item Assumptions: • Meetings will be held at the Corpus Christi Utilities building or ONSWTP. • Utilities and Engineering Services Staff will attend progress meetings. • ENGINEER's staff working on the project remotely will dial in by phone, as necessary. Meetings: • Eight (8) two-hour progress meetings (monthly) with Utility and Engineering Services staff Deliverables: • Meeting Minutes and sign-in sheet. 2.02 Project Coordination ENGINEER will coordinate the work of all subconsultants, including the leading of meetings with subconsultants to coordinate completion of work and adherence to schedules. ENGINEER will coordinate with the City's utilities staff for data requests and operations questions. ENGINEER will coordinate with Engineering Services regarding historical document and drawings requests. ENGINEER will coordinate with other on- going projects at ONSWTP that have overlapping project drivers. 2.03 Detailed Project Schedule and Updates ENGINEER will prepare a project schedule that summarizes all major tasks of the project and the critical path of the project. ENGINEER will update the project schedule as the project progresses or changes occur (estimated monthly). 2.04 60%, Pre-final (90%), and Final Design City Proj. No. 224x' Exhibit"A" Page 9 of 23 Upon authorization by the City, ENGINEER will perform final design of the new flocculator system and secondary sedimentation basin baffle wall at Plant 1. The design will involve development of a set of contract documents, which will include construction plans, details, specifications, and other documents to establish and depict the size, character, and extent of the entire project with respect to structural, site work, mechanical, instrumentation and electrical systems, and such other elements as may be appropriate. All contract plans will be prepared using the latest version of AutoCAD. As part of final design, ENGINEER will develop contractual conditions and instructions to bidders and will also update the project cost estimates and construction schedule, to reflect the level of design completion. As part of preparing the final design, ENGINEER will conduct an internal constructability review. This review will focus on the ease with which the system can be constructed at the selected site, be integrated with existing facilities, and avoid interferences and other obstacles that could cause construction delays or difficulties. The ability to maintain existing facilities in service throughout construction will also be examined as part of the constructability review. Design documents will be submitted to the City at various stages during final design. The following deliverables have been established for final design, which will be provided at the 60% and 90% design completion points, respectively: Deliverables for 60% Design Completion • Updated mechanical plans and specifications • Plans, Sections, and details for all disciplines • Updated cost estimate and schedule Deliverables for 90% Design Completion • Updated Plans, Sections, and details for all disciplines • Complete specifications • Updated cost estimate and schedule The 90% documents will be submitted to the City for approval. Upon receipt of the City's comments on the Pre-final (90%) deliverables, ENGINEER will revise the set and issue Final, bid-ready (100% complete) documents, which will include the "front-end" documents, along with the design drawings and technical specifications. Scope Item Assumptions: • The City standard front end (general and supplemental conditions and Division 1 specifications) documentation for inclusion into the contract documents will be obtained from ittps://www.cctexas.com/promo/standards-contracts • The City staff will provide comments to ENGINEER on the drawings and specifications. City Proj. No. 224(" Exhibit"A" Page 10 of 23 • It is anticipated the City will competitively bid the flocculator system and secondary basin baffle wall under the construction project and enter into an agreement with an outside Construction Contractor to complete the work (no vendor pre-selection). • All permitting/plan review fees will be paid by the City. • It is assumed there are no known hazardous waste contaminated areas, wetlands, endangered species, or other environmentally sensitive flora or fauna which may require additional efforts during design, permitting or construction management. Meetings: Included under subtask 2.06. Deliverables: • 60% design review submittal • 90% design review submittal • 100% signed and sealed design submittal • One pdf electronic copy of entire bid set to be submitted via ebuilder 2.05 QA / QC ENGINEER will document internal Quality Assurance review comments on the 60% and pre-final (90%) drawing and specifications. ENGINEER will address internal Quality Assurance review comments. 2.06 60%, Pre-final (90%) and Final Design Workshops ENGINEER will prepare a MS PowerPoint presentation for the 60%, Pre-final (90%), and Final Design workshops. ENGINEER will lead workshops to discuss the drawings and specifications. ENGINEER will incorporate comments from the City into the 60%, Pre-final (90%), and Final Design. Scope Item Assumptions: • City staff will provide comments to ENGINEER on the drawings and specifications. • City staff will attend the submittal workshops. Meetings: • One (1) two-hour 60% Design Client Review Workshop • One (1) two-hour Pre-final (90%) Design Workshop • One (1) two-hour Final Design Workshop Deliverables: City Proj. No. 22/1r Exhibit"A" Page 11 of 23 • PowerPoint presentation for each of the Workshops 2.07 Permitting and Agency Coordination ENGINEER will meet with City Staff to discuss existing TCEQ permitting requirements. As needed, ENGINEER will perform the following • Prepare letter and design submittal package to TCEQ providing notification for the recommended improvements to be performed for the solids collection system. • Coordinate with the City and different regulatory agencies, as required, to obtain any permits for construction of the project. • Attend phone calls or in-person meetings with TCEQ to confirm regulatory requirements and present proposed improvements. • Address comments from TCEQ and adjust design documents as required. Scope Item Assumptions: • The City staff will provide information regarding permitting as needed. Meetings: • Up to two (2)one-hour conference calls with TCEQ to discuss permitting and project requirements 3. Bid Phase Services ENGINEER will assist the City in developing bid documents including contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items. ENGINEER will develop specifications and drawings to describe the size and character of the entire project, description of the materials to be utilized and such other essentials as may be necessary for construction and cost analysis. ENGINEER will assist the City during the bid period by performing the following tasks: • Attend Pre-Bid Meeting. • Respond to Bidder Inquiries. • Assist in preparation of Addenda • Attend bid opening meeting. • Review bids and bidder references for completeness, balance of bid items and prepare a tabulation of bid prices. • Recommend contract award, based on the lowest responsive and responsible bidder. • Prepare a conformed set of contract documents including the issued Addenda. • Provide support, as needed, for council approval of the construction contract. Scope Item Assumptions: City Proj. No. 224(' Exhibit"A" Page 12 of 23 • The City will designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract award. • The City will provide the City's updated standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. • The City will arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. • The City will advertise the projects for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with assistance of ENGINEER) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. • The City will receive ENGINEER's recommendation concerning bid evaluation and prepare agenda materials for the City Council concerning bid awards. • The City will prepare, review, and provide copies of the contract for execution between the City and the Contractor. • This Scope of Services does not include time for ENGINEER to assist the City in the event of bid protests. Meetings: • One (1) two-hour Pre-bid Meeting • One (1) two-hour bid opening meeting • One (1) two-hour meeting to discuss bids with the City Deliverables: • Bid Documents and Addenda • Agenda and meeting minutes for pre-bid conference • Bid Review Form and recommendation for contract award • Complete As-Bid Conformed Contract Documents. 4. Construction Phase Services (Time and Materials) 4.01 Engineering Services During Construction ENGINEER will assist the City during the construction phase by providing the following design related services: • General construction administration. • Attend site visits by the Project Manager and/or appropriate Technical Specialist for participation at monthly progress meetings and inspection of construction. • Review and approve shop drawings and maintain the shop drawing log. • Provide interpretations and clarifications of the contract documents based on the contractor's RFIs and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under City Proj. No. 22407 Exhibit"A" Page 13 of 23 the contract. ENGINEER's effort is based on review of one RFI per sheet of the Contract Documents • Review contractor pricing for change order requests. • Prepare supplementary work drawings, specifications, and instructions or meetings, as necessary to interpret and resolve encountered field conditions. • Manage and review the O&M Manual deliverables required by construction contracts and by equipment suppliers. • Manage and review the Contractor's requirement of providing electronic record drawings. • Make regular visits to the project site to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation (from the City) or continuous monitoring of the progress of construction. • Make final inspections with City Staff and provide the City with a certificate of completion for the project. • As applicable, review and assure compliance, with plans and specifications, the preparation of operating and maintenance manuals (by the Contractor) for all equipment installed on this project. • Review construction "red-line" drawings, prepare record drawings of the Project as constructed (from the "red-line" drawings, inspections and the Contractor provided plans), and deliver to Engineering Services a reproducible set and electronic file of the record drawings within two (2) months of final acceptance of the project. All electronic data will be compatible with the City GIS system. ENGINEER will also assist the City by observing work progress, quality, and compliance with contract documents. In performing these services, ENGINEER would conduct a final inspection of work with City personnel, to evaluate punch-lists of the work remaining to be completed, provide final inspection of the completed punch-list items, and recommend the release of retained funds, as appropriate. Scope Item Assumptions: • City to arrange for a site inspector for continuous monitoring of the progress of construction. • ENGINEER to provide regular construction administration and site visits to ensure conformance with design. • The City will assist with the integration of the control systems with input from ENGINEER. • ENGINEER will maintain the punch-list of final construction items. • The City will conduct the final inspection with Engineer. • The City will provide meeting minutes from the monthly progress meetings • The City will review the payment applications/estimates • Level of effort is based on an 18-month construction duration City Proj. No. 22/1r Exhibit"A" Page 14 of 23 Meetings: • One (1) two-hour pre-construction meeting • Eighty (80) hours for specialty discipline inspections • Eight (8) one-hour monthly progress meetings (can be held on same day as discipline site visits) • Two (2) two-hour punch list walkthrough meetings Deliverables: • RFIs • Change orders (as needed) • Shop Drawing reviews • Record Drawings 4.02 Start-up Services ENGINEER shall monitor startup activities and participate during the startup phase of the project. Participation shall include the following: ENGINEER will perform the following: • Assist the City in start-up testing and equipment troubleshooting of the new flocculator systems. Two staff will be available for up to two days of start-up assistance. • Compile the operations and maintenance manuals for the City and confirm operation and maintenance requirements. • Review of as-built documentation prior to startup. Scope Item Assumptions: • Contractor is responsible for preparing, testing, calibrating, and cleaning equipment prior to start-up as detailed in the project specifications. • Contractor to prepare start-up checklist • Engineer to maintain start-up checklist • One (1) start-up phase included in construction contract Meetings: • Two (2) eight-hour site visits for two staff to assist in start-up, calibration, testing, and troubleshooting of the flocculator systems. Deliverables: City Proj. No. 22407 Exhibit"A" Page 15 of 23 • Compiled Operations and Maintenance Manuals • Start-up Checklist 4.03 SCADA / Control System Integration ENGINEER will provide system integration services to integrate the new flocculators into the existing SCADA system. The system integration will include the following services: 4.03.1 Detailed Design Services ENGINEER will develop the control strategy in coordination with ONSWTP engineering and operation staff. PLC 1/0 assignment will be done for the new input/output signals to a new PLC Panel. New HMI graphic pages will be developed for the flocculators. The remote monitoring and control requirements will be reviewed with the ONSWTP in two HMI workshops to make sure all operational and control requirements are met and ready for the construction/start-up phase. Scope Item Assumptions: • The City will provide existing PLC programs, HMI database and graphics and access to the SCADA servers as requested. The HMI database will be obtained from the FactoryTalk View tag database, which can be exported from the existing database into CSV files. 4.03.2 Programming and Configuration Services ENGINEER will provide the following: • Modify existing PLC programs at PCR-4 according to the City standards to include monitoring, interlocks, protections, and controls for the new flocculators. • Finalize HMI graphic pages and popup controls for the flocculators • Configure the tags between PLC and HMI • Test the PLC program and HMI graphics in emulation mode • Developing start-up testing procedures for the new PLC program routines and HMI graphics pages 4.03.3 Start-up Services During Construction Phase ENGINEER will provide the following: • Download the new PLC program to the existing PLC • Configure the SCADA database and add new 1/0 tags. The FactoryTalk View tag database will be modified to include the new tags. • Coordinate with the Contractor to attend the loop testing process. The loop testing process shall be completed by the Contractor. ENGINEER will be City Proj. No. 2240' Exhibit"A" Page 16 of 23 responsible for checking off the loop continuity at the PLC 1/0 modules and HMI graphic screens. • Configure the existing Historian to include required tags for the new flocculators • Perform operational readiness test for the new flocculators in cooperation with the Contractor • Perform functional demonstration test for the new flocculators in cooperation with the Contractor 4.03.4 Training ENGINEER will provide two (2) four-hour training sessions to cover the new HMI graphic screens and PLC routines. City Proj. No. 22407 Exhibit"A" Page 17 of 23 ADDITIONAL SERVICES This section defines the scope of additional services that may be included as part of this contract if authorized by the Director of Engineering Services. ENGINEER may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. ENGINEER shall, with written authorization by the Director of Engineering Services, perform the following: 5. Topographic Survey ENGINEER shall provide a site survey of the entire Plant 1 flocculator limits. The Surveyor will perform a boundary and topographic survey of the project area, including all major features and structures at the plant and tie all survey work to the plant's existing horizontal and vertical coordinate system. Results of this task will be presented in AutoCAD drawings which can be used as backgrounds. All work will be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. In addition, the Surveyor will set two (2) permanent horizontal control points/benchmarks on the site that will be used for the entire design and construction work. Deliverables: • AutoCAD files with all spot elevations • Two permanent survey control markers 6. Tracer Study and Concentration Time (CT) Study Update TCEQ grants certain baffling factors for sedimentation basins based on facility designs as defined in Table 1 of TCEQ Regulatory Guidance Water Supply Division RG-559. CFD modeling in Part A and B can be used to determine potential baffling factors to improve CT credits in the sedimentation basins (primary and secondary). If results of the CFD modeling performed in Part A and B indicate the ability to increase the baffling factor to a greater value than defined by Table 1 in TCEQ Regulatory Guidance Water Supply Division RG-559, then a tracer study must be completed to obtain that increased baffling factor to use in an updated CT Study. Should the City wish to obtain the additional baffling credit, ENGINEER will complete a tracer study using the hydrofluosilicic acid step feed method. Using this method, the T10 value can be determined, and a resultant baffling factor can be calculated. Work can be completed and added as part of the construction phase services post start-up. This task includes the following: • Meeting to coordinate planning and set-up of the tracer study City Proj. No. 2240 Exhibit"A" Page 18 of 23 • Test plan development • Coordination with TCEQ • On-site tracer testing • Summary workshop to review results • Technical letter report summary for TCEQ approval Following the approval from TCEQ on a new baffling factor, ENGINEER will prepare and submit an updated CT study and necessary documentation for TCEQ review and approval during construction phase. ENGINEER will coordinate and attend up to two (2) meetings with TCEQ and City as needed to get necessary approvals. Scope Item Assumptions: • The City will be responsible for providing temporary hydrofluosilicic acid piping to the rapid-mix basin. • The City will operate all equipment needed for flow to a basin and fluoride dosing adjustment. ENGINEER and the City will coordinate adjustment of stepwise doses as agreed upon in the plan • The City will provide, at a minimum, fluoride analytical method, including all reagents and analyzers needed to analyze the collected water samples. 7. Capacity and Hydraulic Evaluation Several major improvements are currently being either planned or constructed at ONSWTP to increase the plant's capacity to 200 mgd. Prior to initiation of this task, the City and ENGINEER will meet to discuss the operational flexibility requirements and needs to evaluate increasing the design flow rate of each sedimentation basin in Plant 1 to greater than 50 mgd. If 50 mgd per basin is selected this additional service will not be required. If it is decided to evaluate installing a flocculation system and baffle wall at a design flow rate greater than 50 mgd, this additional service will be required to define the design flow rate for both the flocculators and the baffling wall. Revised hydraulic calculations will be performed to prepare a new hydraulic grade line for existing and proposed future conditions to identify any hydraulic bottlenecks. This evaluation will be completed from raw water to the clearwell weirs. This evaluation will also identify process capacity constraints and recommendations. ENGINEER will coordinate with the City to incorporate future conditions (projects anticipated within next 5-10 years) for the hydraulic evaluation. The results for this evaluation will be presented to the City in meetings and deliverables for Part A and Part B scope items under this project. S. Third Flocculator Technology Detailed Alternative Analysis The first Part A screening workshop may determine the need to evaluate three flocculator technologies for detailed analysis in Part A, as opposed to the two currently defined in the scope City Proj. No. 2� Exhibit"A" Page 19 of 23 of services. This fee includes the level of effort required to complete the additional analysis of the third flocculator technology. 9. Detailed Design Effort for Vertical Flocculator System The alternatives analysis may result in the selection of a more design-intensive flocculator technology alternative such as a vertical flocculator system. The fee includes the level of effort required to complete the additional tasks. The additional tasks because of this selection may include, but is not limited, to the following: • Additional mechanical design required due to an increased number of mechanical equipment and moving parts o Additional sheets and coordination with disciplines • Additional structural design required due to modifications required to the basin for the selected alternative o Additional sheets and coordination with other disciplines • Instrumentation architecture and number of sheets tied to increase in mechanical equipment o Additional sheets and coordination with other disciplines included o Additional effort for Task 4.03 SCADA and Control System Integration • Electrical load analysis because of an increase in quantity of motors tied to an increase in mechanical equipment o Additional sheets may be required 10.Specialized Construction Inspections There may be a requirement for ENGINEER to visit the construction site and perform special inspections. This includes providing a part time project representative for specialized inspection for up to 80 hours during construction. 11.Warranty Phase Project Team members will provide services after completion of the construction phase, such as inspections during the 12-month warranty period, reporting observed discrepancies under guarantees called for in the construction documents, and provide assistance for resolution of defects to be corrected under warranty. The correction of any defects observed in the inspections is the responsibility of the Contractor and their subcontractors and suppliers. This scope assumes that such services may be required for up to 52 hours per 12-month warranty period. Deliverables: • Correspondence with Contractor and equipment manufacturers • Reports on warranty inspections City Proj. No. 224(' Exhibit"A" Page 20 of 23 SCHEDULE The following figure summarizes the planned project schedule. The following proposed schedule is provided to delineate the critical path tasks. PART A & B — Flocculator Alternatives Selection and Analysis & Baffle Wall Analysis Date Activity Large AE Contract Approval/NTP 0.5 Months after NTP Kick-off Meeting 2.0 Months after NTP Alternative Analysis Workshop 3.0 Months after NTP DRAFT Memorandum 3.5 Months after NTP City Review and Comments 4.0 Months after NTP FINAL Memorandum PART C — Flocculator System Replacement and New Baffle Wall Design, Bid and Construction Date Activity 7 Months after NTP Flocculator System and Baffle Wall Preliminary Design 10 Months after NTP Flocculator System and Baffle Wall 60% Submittal 13 Months after NTP Flocculator System and Baffle Wall 90% Submittal 15 Months after NTP Flocculator System and Baffle Wall Final Submittal 17 Months after NTP Construction Package Advertising 18 Months after NTP Construction Package Bid Opening 20 Months after NTP Construction NTP Flocculator System and Baffle Wall Construction 38 Months after NTP Completion City Proj. No. 22407 Exhibit"A" Page 21 of 23 FEE 1. Fee for Basic Services. The City will pay the ENGINEER a fixed free for providing all "Basic Services" as authorizes as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Part A through C above, and for all expenses incurred in performing these services. For services provided in Part A through C, the ENGINEER will submit monthly statements for basis services rendered. For Part A, B, and C1, C2, and C3, the statement will be based on the ENGINEERs estimate (and City Concurrence) of the proposition of total services actually completed at the time of billing. For services provided in Part C4, the City will pay the ENGINEER a not-to-exceed fee as per the table below. 2. Fee for Additional Services. For services authorized the Director of Engineering Services Under Section "Additional Services", the City will pay the ENGINEER a not-to- exceed fee as per the table below: 3. Summary of Fees. Fee for Basic Services PART A & B $233,318 PART C1, C2, AND C3 $806,026 PART C4 (T&M — 18 Months) $361,282 Subtotal of Basis Services Fees $1,400,626 Fees for Additional Services (Allowance) Topographic Survey $10,273 Tracer Study and CT Study Update $29,464 Capacity and Hydraulic Evaluation $43,667 Third Flocculator Technology Detailed Alternative Analysis $28,976 Detailed Design Effort for Vertical Flocculator System $116,500 Specialized Construction Inspections $16,320 Warranty Phase $19,796 Subtotal Additional Services Fees Authorized $264,996 Total Authorized Fee $1,665,622 City Proj. No. 22407 Exhibit"A" Page 22 of 23 Invoices will be submitted to the City on a monthly basis as a percentage complete based on project progress. Invoices will be provided with a cover letter summarizing the actions and meetings performed during the invoice period. If you have any questions or if you would like to discuss in more detail, please feel free to call me at 469-250-3782. Sincerely, Hazen and Sawyer TBPE Firm No. F-13618 Ken Hall, P.E. Tyler Hudson, PE Vice President Principal Engineer City Proj. No. 22407 Exhibit"A" Page 23 of 23 Capital Improvement Plan 2023 1/11,1/ 2025 City of Corpus Christi, Texas Project# 22407 Project Name ONSWTP Flocculation Upgrades & Baffling . - -- Type Reconditioning-Asset Longevity Department Water Department Useful Life 40 years Contact Director of Water Utilities r� trr � ti Category Water Treatment Priority 2 Critical-Asset Condition\longevityT'� Status Active� Description The purpose of this project is to upgrade the existing walking beam flocculators in basins 1 and 2 at O.N.Stevens Water Treatment Plant. The existing equipment is obsolete,causes operational issues and are high-maintenance.This has necessitated need of replacing aging equipment with more reliable,low-maintenance equipment like paddle wheel flocculator.Preliminary design will be carried out to evaluate the best suited alternative followed by detailed design and construction. This equipment will provide adequate mixing and prevent floc carryover into other areas of the treatment process and ensure the water treatment plant can continue to meet state and federal drinking water standards. This project will also add baffle walls to Plant 1 Secondary Basins 1 and 2. These baffle walls are intended to provide adequate chemical mixing and even out flow distribution. Justification The flocculators in basins 1 and 2 should be upgraded from walking beams to paddle wheels due to high maintenance and obsolete equipment. Baffle walls to be added to Plant 1 Secondary Basins 1 and 2 are required for adequate chemical mixing and even flow distribution. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 5,650,000 5,800,000 11,450,000 Testing 100,000 200,000 150,000 450,000 Design 1,100,000 1,100,000 Contingency 150,000 150,000 Eng,Admin Reimbursements 150,000 500,000 700,000 1,350,000 TOW 1,500,000 6,350,000 6,650,000 14,500,000 Funding Sources Prior Years 2023 2024 2025 Total Revenue Bonds 1,500,000 6,350,000 6,650,000 14,500,000 Total 1,500,000 6,350,000 6,650,000 14,500,000 Budget Impact/Other 71 There is no projected operational impact with this project at this time. A reassessment will be done upon completion of project to determine on- going or maintenance costs. 371 RFQ No.3977 Professional Engineering Services for Capital Imp ON Stevens Water Treatment Plant Flocculation Upgrades& Baffling Proposal Evaluation Score Minimum Qualifications Licensing/Certification No Material Lawsuits Past 5 Years No Material Regulatory Issues Past 5 Years References Provided for Firm Minimum Qualifications Pass/Fail Experience on projects of similar scope and complexity 7 Demonstrated capability& capacity on comparable projects 7 Past Performance 7 Team members with experience and qualifications 7 Team members experience with work of similar scope and complexity 7 Availability of resources to accomplish the work 7 Demonstrated understanding of the scope of services 19 Demonstrated understanding and experience with a public agency 19 Subtotal Technical Proposal 1 80 Interview Demonstrated Experience providing these Services 5 Team members with experience and qualifications 5 Demonstrated understanding of scope of services 3 Knowledge of Similar Services 3 Capability to perform work 4 Subtotol Interview 20 Total Score 100 rovement Projects FY2022 Hazen and Sawyer Ardurra HDR Engineering CP&y Corpus Christi Corpus Christi Corpus Christi San Antonio Pass Pass Pass Pass 6.4 6.4 5.8 5.8 5.8 5.8 4.7 5.3 5.8 5.8 5.8 5.3 6.4 5.8 5.8 5.8 6.4 5.8 5.8 5.8 5.8 4.7 6.4 5.3 15.8 15.8 14.3 14.3 17.4 15.8 14.3 14.3 70.0 66.0 62.9 61.7 5.0 4.2 3.8 0.0 4.6 4.2 3.3 0.0 2.8 2.3 2.0 0.0 2.8 2.3 2.0 0.0 3.7 2.7 3.0 0.0 18.8 15.5 14.1 0.0 88.8 81.5 77.0 61.7 Plummer Freese and Nichols KCI Technologies Bath Group Corpus Christi Corpus Christi San Antonio Corpus Christi Pass Pass Pass Pass 5.8 5.3 2.3 2.9 5.3 4.7 2.3 2.9 4.7 5.3 3.5 1.8 5.8 6.4 4.7 2.9 5.8 5.3 4.7 2.9 5.8 4.1 2.9 2.3 14.3 12.7 7.9 7.9 14.3 12.7 7.9 7.9 61.7 56.3 36.3 31.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 61.7 56.3 36.3 31.6 Mendez Engineering Corpus Christi Pass 2.3 2.3 2.3 2.9 2.9 2.9 9.5 6.3 31.6 0.0 0.0 0.0 0.0 0.0 0.0 31.6 Technical Proposal Scores Proposal Evaluation Score Technical Proposal 80 Experience on projects of similar scope and complexity 7 Demonstrated capability& capacity on comparable projects 7 Past Performance 7 Team members with experience and qualifications 7 Team members experience with work of similar scope and complexity 7 Availability of resources to accomplish the work 7 Demonstrated understanding of the scope of services 19 Demonstrated understanding and experience with a public agency 19 Ardurra Score Experience on projects of similar scope and complexity 3.67 Demonstrated capability& capacity on comparable projects 3.33 Past Performance 3.33 Team members with experience and qualifications 3.33 Team members experience with work of similar scope and complexity 3.33 Availability of resources to accomplish the work 2.67 Demonstrated understanding of the scope of services 3.33 Demonstrated understanding and experience with a public agency 3.33 Bath Group Score Experience on projects of similar scope and complexity 1.67 Demonstrated capability& capacity on comparable projects 1.67 Past Performance 1 Team members with experience and qualifications 1.67 Team members experience with work of similar scope and complexity 1.67 Availability of resources to accomplish the work 1.33 Demonstrated understanding of the scope of services 1.67 Demonstrated understanding and experience with a public agency 1.67 CP&Y Score Experience on projects of similar scope and complexity 3.33 Demonstrated capability& capacity on comparable projects 3 Past Performance 3 Team members with experience and qualifications 3.33 Team members experience with work of similar scope and complexity 3.33 Availability of resources to accomplish the work 3 Demonstrated understanding of the scope of services 3 Demonstrated understanding and experience with a public agency 3 Freese and Nichols Score Experience on projects of similar scope and complexity 3 Demonstrated capability& capacity on comparable projects 2.67 Past Performance 3 Team members with experience and qualifications 3.67 Team members experience with work of similar scope and complexity 3 Availability of resources to accomplish the work 2.33 Demonstrated understanding of the scope of services 2.67 Demonstrated understanding and experience with a public agency 2.67 Hazen and Sawyer Score Experience on projects of similar scope and complexity 3.67 Demonstrated capability& capacity on comparable projects 3.33 Past Performance 3.33 Team members with experience and qualifications 3.67 Team members experience with work of similar scope and complexity 3.67 Availability of resources to accomplish the work 3.33 Demonstrated understanding of the scope of services 3.33 Demonstrated understanding and experience with a public agency 3.67 HDR Engineering Score Experience on projects of similar scope and complexity 3.33 Demonstrated capability& capacity on comparable projects 2.67 Past Performance 3.33 Team members with experience and qualifications 3.33 Team members experience with work of similar scope and complexity 3.33 Availability of resources to accomplish the work 3.67 Demonstrated understanding of the scope of services 3 Demonstrated understanding and experience with a public agency 3 KCI Technologies Score Experience on projects of similar scope and complexity 1.33 Demonstrated capability& capacity on comparable projects 1.33 Past Performance 2 Team members with experience and qualifications 2.67 Team members experience with work of similar scope and complexity 2.67 Availability of resources to accomplish the work 1.67 Demonstrated understanding of the scope of services 1.67 Demonstrated understanding and experience with a public agency 1.67 Mendez Engineering Score Experience on projects of similar scope and complexity 1.33 Demonstrated capability& capacity on comparable projects 1.33 Past Performance 1.33 Team members with experience and qualifications 1.67 Team members experience with work of similar scope and complexity 1.67 Availability of resources to accomplish the work 1.67 Demonstrated understanding of the scope of services 2 Demonstrated understanding and experience with a public agency 1.33 Plummer Score Experience on projects of similar scope and complexity 3.33 Demonstrated capability& capacity on comparable projects 3 Past Performance 2.67 Team members with experience and qualifications 3.33 Team members experience with work of similar scope and complexity 3.33 Availability of resources to accomplish the work 3.33 Demonstrated understanding of the scope of services 3 Demonstrated understanding and experience with a public agency 3 Ardurra Bath Group CP&Y Freese and Nichols 66.04 31.63 61.73 56.29 6.42 2.92 5.83 5.25 5.83 2.92 5.25 4.67 5.83 1.75 5.25 5.25 5.83 2.92 5.83 6.42 5.83 2.92 5.83 5.25 4.67 2.33 5.25 4.08 15.82 7.93 14.25 12.68 15.82 7.93 14.25 12.68 Committee Member 1 Committee Member 2 Committee Member 3 4 3 4 4 3 3 4 3 3 4 3 3 4 3 3 2 3 3 4 3 3 4 3 3 Committee Member 1 Committee Member 2 Committee Member 3 2 1 2 1 1 3 1 1 1 2 1 2 1 1 3 1 1 2 1 1 3 1 1 3 Committee Member 1 Committee Member 2 Committee Member 3 4 3 3 4 2 3 4 3 2 4 3 3 4 3 3 4 3 2 4 2 3 4 2 3 Committee Member 1 Committee Member 2 Committee Member 3 2 4 3 2 3 3 2 3 4 4 4 3 2 4 3 1 3 3 2 3 3 2 3 3 Committee Member 1 Committee Member 2 Committee Member 3 4 4 3 4 3 3 4 4 2 4 4 3 4 4 3 3 4 3 4 3 3 4 4 3 Committee Member 1 Committee Member 2 Committee Member 3 4 3 3 4 2 2 4 3 3 4 3 3 4 3 3 4 3 4 4 2 3 4 2 3 Committee Member 1 Committee Member 2 Committee Member 3 1 1 2 1 1 2 3 1 2 4 1 3 4 1 3 1 2 2 1 1 3 1 1 3 Committee Member 1 Committee Member 2 Committee Member 3 1 1 2 1 1 2 1 1 2 1 1 1 3 1 1 3 1 1 3 2 1 3 1 1 2 Committee Member 1 Committee Member 2 Committee Member 3 4 3 3 3 3 3 3 3 2 4 3 3 4 3 3 4 3 3 4 2 3 4 2 3 Hazen and Sawyer HDR Engineering KCI Technologies Mendez Engineering 70.00 62.91 36.29 31.57 6.42 5.83 2.33 2.33 5.83 4.67 2.33 2.33 5.83 5.83 3.50 2.33 6.42 5.83 4.67 2.92 6.42 5.83 4.67 2.92 5.83 6.42 2.92 2.92 15.82 14.25 7.93 9.50 17.43 14.25 7.93 6.32 Plummer 61.73 5.83 5.25 4.67 5.83 5.83 5.83 14.25 14.25 Interview Scores Proposal Evaluation Score Ardurra Interview Scores 20 1s Demonstrated Experience providing these Services 5 4.2 Team members with experience and qualifications 5 4.2 Demonstrated understanding of scope of services 3 2.3 Knowledge of Similar Services 3 2.3 Capability to perform work 4 2.7 Ardurra Score Committee Member 1 Demonstrated Experience providing these Services 3.33 4 Team members with experience and qualifications 3.33 4 Demonstrated understanding of scope of services 3 4 Knowledge of Similar Services 3 4 Capability to perform work 2.67 4 Hazen and Sawyer Score Committee Member 1 Demonstrated Experience providing these Services 4 4 Team members with experience and qualifications 3.67 4 Demonstrated understanding of scope of services 3.67 4 Knowledge of Similar Services 3.67 4 Capability to perform work 3.67 4 HDR Engineering Score Committee Member 1 Demonstrated Experience providing these Services 3 3 Team members with experience and qualifications 2.67 3 Demonstrated understanding of scope of services 2.67 4 Knowledge of Similar Services 2.67 3 Capability to perform work 3 4 Bath Group CP&Y Freese and Nichols Hazen and Sawyer 0 0 0 19 5.0 4.6 2.8 2.8 3.7 Committee Member 2 Committee Member 3 2 4 2 4 1 4 2 3 1 3 Committee Member 2 Committee Member 3 4 4 4 3 4 3 4 3 4 3 Committee Member 2 Committee Member 3 3 3 2 3 1 3 2 3 1 4 HDR Engineering KCI Technologies Mendez Engineering Plummer 14 0 0 0 3.8 3.3 2.0 2.0 3.0 Corpus Chr s[i Engineering O.N. Stevens Water Treatment Plant Flocculation Upgrades and Baffling ..a:a Council Presentation May 23, 2023 olL,l„� o_ f[iYWIDE PROJECT W��r�E G? V1CI�NIN�MAP 7 � f� p�J IH 37ACCfiSg UP RIVER RD. 5� a •F: <��OQ =- .:69E s PROJECT LOCATION BASIN I&2 r A. emro scene PROJECT NUMBER 22407 Project Scope J 1 Carpus Chr sti Engineering • This motion authorizes approval of a professional engineering contract to provide a condition and operational assessment; an alternatives analysis; and design, bid and construction phase services for flocculator replacement for the ONSWTP Flocculation Upgrades & Baffling Project. Project Schedule Carpus Chr sti Engineering 2023 - 2024 1 2025 - 2026 May — AugustOctober — December January — July Design Bid/Award Construction Projected schedule reflects City Council award in May 2023 with anticipated design completion by August 2024 and construction anticipated to start in January 2025 with an estimated completion of July 2026. 1 AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for 06/13/2023 - Second Reading Ordinance for 06/27/2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Amendment to Reimbursement Agreement with Cypress Point Capital, LLC — Caroline's Heights Unit 1 CAPTION: Ordinance authorizing an amendment in the amount of $79,923.00 to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement with Cypress Point Capital, LLC, to fully fund the construction of a required water arterial transmission grid main line for the proposed residential development located South of Farm Road 2444 on County Road 43, otherwise known as Caroline's Heights Unit 1; appropriating $79,923.00 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. SUMMARY: Cypress Point Capital, LLC purposed to construct a water arterial transmission grid main line to serve and develop a new planned residential development. The original cost estimate was from 11/04/2021 , however, due to the continual rise in material and construction costs the total amount of the project was higher than originally expected. The developer has requested an amendment to the reimbursement agreement by an increase of $79,923.00. The total reimbursement amount will be $551 ,371 .10. BACKGROUND AND FINDINGS: The original Construction Cost Estimate was projected on 11/04/2021 . Costs for those same items when construction began were considerably higher. For example, Water Items Quantity Original Price Current Price 12" PVC Pipe 3153 $90.00 $115.00 12" Tee 2 $2,000.00 $4,200.00 Fire Hydrant 5 $7,000.00 $8,000.00 Assembly 6"Dia x 30" PVC Pipe 15 $800.00 $1 ,100.00 Nipple These unforeseen cost increase from 2021 caused the cost to increase beyond the original total estimated construction cost. ALTERNATIVES: Approve the request or deny the amendment thereby preventing the developer from recouping the increased construction costs. FINANCIAL IMPACT: The total cost of the project was originally $484,907.78 less the $13,459.68 lot/acreage fee credit, the reimbursable amount is $471 ,448.10. The new total reimbursement amount is $551 ,371 .10. Amendment to the agreement requires appropriating $79,923.00 from the Water Arterial Transmission and Grid Main Trust Fund to reimburse the developer per the agreement. FUNDING DETAIL: Fund: 4030 Water Arterial Transmission & Grid Main Trust Fund Organization/Activity: 21805 Water Arterial Transmission and Grid Main Trust Mission Element: 777 Project # (CIP Only): N/A Account: 540450 Reimbursement to Developers RECOMMENDATION: Staff recommends approval. The request is in accordance with UDC Section §8.5.1 .C. LIST OF SUPPORTING DOCUMENTS: Ordinance (with exhibits) Presentation Location Map Ordinance authorizing an amendment in the amount of $79,923.00 to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement with Cypress Point Capital, LLC, to fully fund the construction of a required water arterial transmission grid main line for the proposed residential development located South of Farm Road 2444 on County Road 43, otherwise known as Caroline's Heights Unit 1; appropriating $79,923.00 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on November 10, 2021, to develop a tract of land, approximately 18.72 acres known as Caroline's Heights Unit 1; WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the Water Arterial Transmission and Grid main extension ("Water Improvements"); WHEREAS, under the UDC, the Developer/Owner is eligible for reimbursement of the Developer/Owner's costs for the construction of Water Improvements; WHEREAS, it is in the best interests of the City to have the Water Improvements be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.1.C. of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when certain funds become fully available in the Water Arterial Transmission and Grid Main Trust Fund and are appropriated by the City Council. 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 an amendment to the water arterial transmission and grid main construction and reimbursement agreement ("Agreement"), attached hereto, with Cypress Point, LLC ("Developer'), to increase the amount of reimbursement by $79,923.00 for the extension of a 12-inch water arterial transmission and grid main line, including all related appurtenances, for the development of Caroline's Heights Unit 1 Subdivision, Corpus Christi, Nueces County, Texas. SECTION 2. In the event of project delay, the City Manager or designee is authorized to execute an extension of the Agreement for a period not to exceed a period of 12 months. SECTION 3. Funding in the amount of$79,923.00 is appropriated from the No.4030-21805-777 Water Arterial Transmission & Grid Main Trust Fund for reimbursement per the agreement. SECTION 4. This ordinance takes effect upon passage. 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 Amendment of Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement This is an amendment to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement, attached hereto as Exhibit B and made a part hereof, originally dated February 2, 2023, by and between: Cypress Point Capital, LLC ("Developer/Owner), a Texas Limited Liability Company and the City of Corpus Christi ("City"). Whereas, the actual cost of the Water improvements exceeded the original cast estimate by $79,923. NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree to amend the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement, with the following amendment as follows: SECTION 16. REIMBURSEMENT. a. The cost for the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement less $13,459.68 lot/acreage fee credit is $551,371.10. Subject to the conditions for reimbursement from Water Arterial Transmission and Grid Main System Trust Fund per the UDC and this Agreement, the City will reimburse the developer, the reasonable actual cost of the Wastewater Improvements up to an amount not to exceed $551,371.10 as shown in the attached Exhibit A, the contents of such exhibit being incorporated by reference into this Agreement. All other items and conditions of the original agreement remain effective and in full force. EXECUTED IN ONE ORIGINAL and made effective day of 20_ ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Albert J. Raymond III, City Secretary Director of Development Services APPROVED AS TO LEGAL FORM: Buck Brice (Date) Deputy City Attorney For City Attorney 1 DEVELOPER/OWNER: Cypress Point Capital, LLC By: George Shaheen, Manager STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on 20_, by George Shaheen, Manager of Cypress Point Capital, LLC, on behalf of said company. Notary Public's Signature 2 EXHIBIT A Cost Breakdown Original Contract Agreement Cost Actual Contract Agreement Cost Revision Request of Contract Agreement Water Items Qty jUnitjUnit Price Amount Water Items Qty Unit Unit Price Amount Water Items Qty Unit Unit Price Amount 1 12"PVC Pie 3153 LF $90.00 $283,770.0 1 12"PVC Pie 3153 LF $115.00 $362,595.00 1 12"PVC Pie 3153 LF $25.00 $78,825.0 2 12"Cap Tapped 2 EA $3,500.00 $7,000.00 2 12"Cap Tapped 2 EA $3,500.00 $7,000.00 2 12"Cap Tapped 2 EA $0.00 $0.0 for 2" for 2" for 2" 3 12"Tee 8 EA $2,000.00 $16,000.0 3 12"Tee 8 EA $4,200.00 $33,600.00 3 12"Tee 8 EA $2,200.00 $17,600.0 12"Gate Valve 12"Gate Valve 12"Gate Valve 4 7 EA $5,000.00 $35,000.0 4 7 EA $5,000.00 $35,000.00 4 7 EA $0.00 $0.0 .w/Box wB ox wB ox 12"EL,Any 12"EL,Any 12"EL,Any 5 4 EA $1,200.00 $4,800.00 5 4 EA $1,000.00 $4,000.00 5 4 EA $200.00 $800.00 Angle Angle Angle Fire Hydrant Fire Hydrant Fire Hydrant 6 5 EA $7,000.00 $35,000.0 6 5 EA $8,000.00 $40,000.00 6 5 EA $1,000.00 $5,000.0 AssemblyAssemblyAssembly 6"Dia X 30" 6"Dia X 30" 6"Dia X 30" 7 PVC Pipe 15 EA $800.00 $12,000.00 7 PVC Pipe 15 EA $1,100.00 $16,500.00 7 PVC Pipe 15 EA $300.00 $4,500.0 Nipple Nipple Nipple 816"90°EL 4 EA $1,000.00 $4,000.00 8 6"90°EL 4 EA $1,000.00 $4,000.00 8 6"90°EL 4 EA $0.00 $0.0 EEe5 EA $2,500.00 $12,500.0 6"Gate Valve 6"Gate Valve 9 5 EA $2,500.00 $12,500.00 9 5 EA $0.00 $0.0 wB ox wB ox 10 Tie to existing 1 LS $15,805.00 $15,805.00 10 Tie to existing 1 LS $15,805.00 $15,805.0 water 12" water 12" SUBTOTAL $410,070.0 SUBTOTAL $531,000.00 SUBTOTAL $120,930.0 10%CONTINGINCIES1 S41,00770 10%CONTINGINCIES $0.00 10%CONTINGINCIES $41,007.0 SUBTOTALI $451,077.00 SUBTOTALI $531,000.00 SUBTOTALI $79,923.0 7.5%ENGINEERING,SURVEYING& 7.5%ENGINEERING,SURVEYING& 7.5%ENGINEERING,SURVEYING& TESTING $33,830.78 TESTING $0.00 TESTING $0.0 (Previously included) SUBTOTAL $484,907.78 SUBTOTAL $531,000.00 SUBTOTAL $79,923.0 LESS WATER AGREAGE FEE,18.72 LESS WATER AGREAGE FEE,18.72 LESS WATER AGREAGE FEE,18.72 AC@$719/AC $13,459.68 AC@$719/AC $0.00 AC@$719/AC $0.0 (Previously Included) TOTAL AMOUNT REIMBURSABLE $471,448.1 TOTAL AMOUNT REIMBURSABLE $531,000.00 TOTAL REVISED AMOUNT $79,923.0 REIMBURSABLE EXHIBIT B WATER ARTERIAL TRANSMISSION AND GRID MAIN CONSTRUCTION AND REIMBURSEMENT AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § r This Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement ; ('Agreement')is entered into between the City of Corpus Christi ("City"), a Texas home-rule municipality, and Cypress Point Capital, LLC ("Developer/Owner"), a Texas Limited Liability Company. WHEREAS,the Developer/Owner, in compliance with the City's Unified Development Code("UDC'), has a plat, approved by the Planning Commission on November 10,2021,to develop a tract of land,to wit approximately 18,720 acres known as Caroline's Heights Unit 1,in Corpus Christi Texas as shown in the attached Exhibit 1,the content of such exhibit being : incorporated by reference into this Agreement; WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the Arterial Transmission and Grid Main Extension ("Grid Main Extension*). WHEREAS, it is in the best interests of the City to have the Grid Main Extension constructed to its ultimate capacity under the City's applicable Master Plan. WHEREAS,Section 8.5.1.c. of the UDC authorizes the acceptance of applications to be , eligible for reimbursement in the future when certain funds become available in the Arterial Transmission and Grid Main Line Trust Fund and are appropriated by the City Council; and WHEREAS,the Developer/Owner has submitted an application for reimbursement of the ; costs of extending a Grid Main Extension as show in Exhibit 2,the content of such exhibit being incorporated by reference into this Agreement. NOW,THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do covenant and agree as follows: 1. TRUSTEE LIABILITY. The City is executing this agreement as trustee of the Wastewater Trust Fund pursuant to UDC §8.5.The City is acting as trustee to further its governmental functions of providing water and sewer service.Texas Constitution Article 11, Section 3 prohibits the City from becoming a subscriber to the capital of any private corporation or association, or make any appropriation or donation to the same, or in anywise loan its credit.As such,the City's participation as Trustee does not create a loan of its credit. Execution of I this agreement constitutes a promise to pay only to the extent that the assets and future assets of the trust are sufficient for such purpose, and it is expressly agreed that any judgment will only be satisfied out of the assets of the trust and not out of the City's. assets.The City is excluded from personal liability. 2. REQUIRED CONSTRUCTION. Developer/Owner shall construct the Grid Main Extension in compliance with the City's UDC, the City's Infrastructure Design Manual, and all local, state and federal laws,11 } t codes and regulations,in accordance with the plans and specifications submitted to the City's Development Services Department and reviewed and approved by the City's Development Services Engineer. 3. PLANS AND SPECIFICATIONS. a. Developer/Owner shall contract with a professional engineer licensed in the State of , Texas and acceptable to the City's Development Services Engineer,to prepare plans and specifications for the Grid Main Extension,as shown in the attached Exhibit 3, the content of such exhibit being'incorporated by reference into this Agreement,with the following minimum requirements: WAM REIMS QUA4IM UNIT 1 12"PVCPIPE 3153 LF P82 "CAPTAPPEDFOR2" 2 EA 3 TfE 8 EA 4 12"GATE VALVE W/M 7 EA 5 12"EL,ANYAPI6LE 4 EA i 6 FIRE HYIRiAWrASSENBLY 5 EA 7 S"0%x3WFVCPI BKIPP1F 15 EA V 9V EL 4 EA 9 164eKIEVALVEMM 5 EA b. The plan must be in compliance with the City's master plans. c. The plans and specifications must comply with the City's Wastewater Distribution Standards and Standard Specifications. d. Before the Developer/Owner starts construction,the pians and specifications must be approved by the City's Development Services Engineer. 3. SITE IMPROVEMENTS. Prior to the start of construction of the Grid Main Extension, Developer/Owner shall acquire and dedicate to the City the required additional public utility easements ("Easements'), if any,necessary for the completion of the Grid Main Extension. If any of the property needed for the Easements is owned by a third party and the Developer/Owner is unable to acquire the Easements through reasonable efforts,then the City may use its powers of eminent domain to acquire the Easements. Developer will be responsible for cost of acquisition, payable from the reimbursement agreed to in this agreement. 4. PLATTING FEES. Developer/Owner shall pay to the City the required acreage fees and pro-rata fees as required by the UDC. S. DEVELOPERIOWNER TO AWARD CONTRACT FOR IMPROVEMENTS. Developer/Owner shall award a contract and complete the Grid Main Extension,under the approved plans and specifications,within 24 months of the approval of this Agreement by City Council. WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 2 of 12 6. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract 7. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties and obligations under this Agreement If this Agreement calls for review or inspections by the City,then the City's reviews or inspections must be completed thoroughly and promptly. 8. DEFAULT. The following events shall constitute default: a. Developer/Owner falls to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services and to the Development Services Engineer by the 60th calendar day after the date of approval of this Agreement by the My Council. c. Developer/Owner fails to award a contract for the construction of the project, according to the approved plans and specifications, by the 70th calendar day after the date of approval of this Agreement by the City Council. d. Developer/Owner's contractor does not reasonably pursue construction of the project under the approved plans and specifications. e. Developer/Owner's contractor falls to complete construction of the project,under the approved plans and specifications, on or before 24 months of the approval of this Agreement by City Council. f. Either the City or the Developer/Owner otherwise falls to comply with its duties or obligations under this Agreement. 10. NOTICE AND CURE. a. In the event of a default by either party under this Agreement,the non-defaulting party shall deliver notice of the default, in writing,to the defaulting party stating, in sufficient detail,the nature of the default and the requirements to cure such default. b. After delivery of the default notice,the defaulting party has 15 business days from the delivery of the default notice CCure Period"}to cure the default c. In the event the default is not cured by the defaulting party within the Cure Period, then the non-defaulting party may pursue its remedies in this section. WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 3 of 12 d. Should the Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to the Developer/Owner,at the address stated in section 12, of the need to perform the obligation or duty and,should the Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice,the City may perform the obligation or duty,charging the cost of such performance to the Developer/Owner by reducing the reimbursement amount due to the Developer/Owner. e. In the event of an uncured default by the Developer/Owner,after the appropriate notice and Cure Period,the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default. 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project;and/or 3. Perform any obligation or duty of the Developer/Owner under this Agreement and charge the cost of such-performance to the Developer/Owner. The Developer/Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Developer/Owner receives notice of the cost of performance. In the event the Developer/Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement,then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and Cure Period,the Developer/Owner has all its remedies at law or in equity for such default. 11. FORCE MAJEURE. a. The term"force majeure"as employed in this Agreement means and refers to acts of God;strikes,lockouts,or other industrial disturbances;acts of public enemies, insurrections;riots;epidemics; landslides; lightning;earthquakes;fires;hurricanes; storms;floods;washouts;droughts;arrests;civil disturbances;explosions;or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure,either party is rendered wholly or partially unable to carry out its obligations under this Agreement,then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten (10)business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice,to the extent affected by the force majeure,are suspended during the continuance of the inability claimed but for no Ionger period,and the party shalt endeavor to remove or overcome such inability with all reasonable dispatch. 12. NOTICES. ' a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: WASTEWATER COLLECTION UNE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 4 of 12 1. If to the Developer/Owner: Cypress Point Capital,LLC 61 Bare Le Doe Corpus Christi,TX 78414 2. If to the City: City of Corpus Christi Attn: Director, Development Services Department 2406 Leopard Street 78401 P.O. Box 9277 Corpus Christi,Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P.O.Box 9277 Corpus Christi,Tekas 78469-9277 b. Notice must be made by United States Postal Service, First Class mail,certified, return receipt requested, postage prepaid;by a commercial delivery service that provides proof of delivery, delivery prepaid;or by personal delivery. c. Either party may change the address for notices by giving notice of thechange under the provisions of this section. 13. THIRD PARTY BENEFICIARY Developer/Owner's contracts with the p!ofessional engineer for the preparation of the plans and specifications for the construction of the Collection Line,contracts for testing services,and contracts with the contractor for the construction of the Collection Line must provide that the City is a third-party beneficiary of each contract. 14. PERFORMANCE AND PAYMENT BONDS- Developer/Owner shall, before beginning the work that is the subject of this Agreement, furnish a performance bond payable to the City of Corpus Christ if the contract is in excess of$100,000 and a payment bond If the contract is in excess of$50,000. Bonds furnished must meet the requirements of Texas Insurance Code 3503,Texas Government Code 2253,and all other applicable laws and regulations.The performance or payment bond must name the City as an obligee. If the Developer/Owner is not an obligor,the Developer/Owner shall be named as a joint obligee. The bond must clearly and prominently display on the bond or on an attachment to the bond: (1)the name, mailing address,physical address,and telephone number, including the area code,of the surety company to which any notice of claim should be sent;or WASTEWATER COLLECTION UNE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 5 of 12 (2)the toll-free telephone number maintained by the Texas Department of Insurance under Subchapter B,Chapter 521, Insurance Code,and a statement that the address of the surety company to which any notice of claim should be sent may be obtained from the Texas Department of Insurance by calling the toll-free telephone number. 15. WARRANTY. Developer/Owner shall fully warranty the workmanship of and function of the Grid Main Extension and the construction thereof for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services. 16. REIMBURSEMENT. a. The cost for the Grid Main Extension less$13,459.68 lot/acreage fee credit is ` $471,448.10.Subject to the conditions for reimbursement from the Water Arterial Transmission and Grid Main Trust Fund and the appropriation of funds,the City will reimburse the developer the reasonable actual cost of the Grid Main Extension up to an amount not to exceed$471,448.10•as shown in the attached Exhibit 4,the contents of such exhibit being incorporated by reference into this Agreement. b. Subject to the conditions for reimbursement from the Water Arterial Transmission and Grid Main Trust Fund and the appropriation of funds,the City agrees to reimburse the Developer/Owner monthly upon invoicing for work performed.The submitted invoice shall be deemed administratively complete by the City prior to payment.The reimbursement will be made no later than 30 days from the date of the City's administrative approval of the invoice. Developer/Owner shall submit all required performance bonds under the provisions of this Agreement. c. Cost-supporting documentation to be submitted shall include: 1. Summary of Costs and Work Performed Form provided by the Development Services Department 2. Contractor and professional services invoices detailing work performed , 3. The first reimbursement request requires submittal of invoices for work performed. Future disbursements shall provide evidence of payment by the developer/owner through a cancelled check or bank ACK for the previous submittal.The final reimbursement request shall require evidence that all invoices to date have been paid. d. To be eligible for reimbursement,the worts must be constructed in a good and workmanlike manner and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. The final 5%of the total contract reimbursement amount will be held as retainage until such time the City issues acceptance of public infrastructure in accordance with Unified Development Code. WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 6 of 12 j I i I j . I ° ° i • i e. In the event that this Agreement is terminated by the City as a result of an uncured default by the Developer/Owner and at a time when there has been a partial completion and/or partial payment for the improvements,then the City shall only reimburse the Developer/Owner for its costs that were Iegitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that the uncured default occurred. i 17. PAYMENTS, CREDITS AND DEFERRED REIMBURSEMENT. l All payments,credits,priority of reimbursement,and deferred reimbursement shall be made in accordance with UDC§8.5.Developer/Owner understands and agrees that if funds are not available in the Water Arterial Transmission and Grid Main Trust Fund, that reimbursement will not be made until such funds are available,appropriated,and this Agreement has priority per UDC§8.5.1.C. i 18. INDEMNIFiCATION. Developer/Owner covenants to fully indemnify, save and hold ; harmless the City of Corpus Christi, its officers, employees, and agents, ("Indemnitees")against any and all liability,damage, loss, claims, demands suits and causes of action of any nature whatsoever asserted against or recovered from city on account of injury or damage to person including, without limitation on the i foregoing, workers compensation and death claims, or property loss or damage of any other kind whatsoever, to-the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, -either proximately or remotely, wholly or in part, the Developer/Owner's failure to comply with its obligations under this agreement or to provide e city wastewater service to the development,including injury, loss, or damage which arise out of or are in any manner connected with, or are claimed to arise out of or be in any.manner connected i with the construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the public improvements associated with the development described above, including the injury, loss or damage caused by the sole or contributory negligence of the indemnitees or any of them, i regardless of whether the injury,damage, loss,violation,exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of indemnitees, or any of them, but not if caused by the sole negligence of indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and ; WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 7 of 12 i i -attorney's fees, which arise, or are claimed to arise, out of or in ' connection with the asserted or recovered incident. 1 This indemnity specifically includes all claims, damages, and ; liabilities of whatever nature, foreseen or unforeseen, under any hazardous substance laws, including but not limited to the following: (a) all fees incurred in defending any action or proceeding brought by a public or private entity and arising from the presence, containment, use, manufacture, handling, creating, storage, treatment, discharge, release or burial ' on -the property or the transportation to or from the property of any hazardous substance. The fees for which the developerlowner shall be responsible under this subparagraph shall include but-shall not be limited to the fees charged by (1) attorneys, (11) environmental consultants, {iii) engineers, (iv) surveyors, and (v) expert witnesses. ! I (b) any costs incurred attributable to (1) the breach of any warranty or representation made by Developer/Owner in i this agreement, or (ii) any cleanup, detoxification, remediation;;or other type of.response action taken with l respect to any hazardous substance on or under the property regardless of whether that action was mandated by the federal, state or local government. ; This indemnity shall survive the expiration or earlier termination ; of the agreement. 19.ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City ; Manager. 20. DISCLOSURE OF INTEREST. Developer/Owner agrees:in compliance with the Corpus Christi Code of Ordinance Sec. 2-349,to complete,as part of this Agreement,the Disclosure of interest form attached to this Agreement as Exhibit 5. WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION ; AND REIMBURSEMENT AGREEMENT . I Page 8 of 12 7 j 1 21. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and the Developer/Owner and their respective heirs,successors,and assigns from 1 and after the date of final execution by all parties. 22. DEDICATION OF COLLECTION LINE. Upon completion of the construction,dedication of Grid Main Extension wilt be subject to City inspection and approval. I 23. CERTIFICATE OF INTERESTED PARTIES. i Developer/Owner agrees to'comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of interested parties"with respect to entities that enter r contracts with cities.These interested parties include: I (1) persons with a"controlling Interest"in the entity,which Includes: a. an ownership interest or participating interest in a business entity by virtue of i units,percentage,shares,stock or otherwise that exceeds 10 percent b. membership on the board of directors or other governing body of a business entity of which the board or other governing body Is composed of not more than 10 members;or c. service as an officer of a business entity that has four or fewer officers,or service as one of the four officers most highly compensated by a business entity that has i more than4bur officers. (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary,adviser or attorney for the business entity. i Form 1295 must be electronically filed with the Texas Ethics Commission at httns:Nwww.ethics.state.tx.us/whatsnewleff info form1295.htm. The form must then be printed,signed,notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at httos://www.ethics.state.tx.us/legaUch46.html. 24. CONFLICT OF INTEREST j Developer/q.wner agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine If you need to file a Form CIQ, please review the information on the City Secretary's website at h ://www.cctexas.com/ ovemment/c' = secretarv/conflict disclosurerndex , 25. AUTHORITY. All signatories signing this Agreement warrant and guarantee that they have the j authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signature. i WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT i Page 9 of 12 1 I Remainder of page intentionally left blank;signature page to follow. E WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION ! AND REIMBURSEMENT AGREEMENT Page 10 of 12 ' I EXECUTED IN ONE ORIGINAL this c� day of 202 ; u ATTEST CITY-OF CORPUS CHRISTI Rebecca Huerta Albert J. Raymond III City Secretary Director of Development.Services THE STATE OF TEXAS § €"EMIL ! " § .�. COUNTY OF NUECES § � � b This instrument was acknowledged before me on y S' Albert J. Raymond I II, Director of Development Service for the City of Corpus Christi, Texas. Y '�. JOANN SALINAS PGe iy i Notary Public,state of Texas Comm.Expires 03 02-2026 Notary ID 133621810 4rrrn Not Public's Signature Approved to Legal Form: Buck Brice Assistant City Attorney I i 1VASTEWATER COLLECTION LINE EXTENSION CCNSTRUCTICN AND REWURSENTENT AGREEMENT Page 11 of 12 y f - � DEVELOPERIOWNER: Cypress Point Capital, LLC 61 Bare Le Doc Corpus Christi,TX 78414 sy: George Shahee Manager i STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on `� ,2022, by George Shaheen,manager,on behalf of Cypress Point Cap'ttai,LLC. o{•*"'� BETTY DEREESE ota ublids Signature : Notary W#4751441 ; My Commission Expires 'FOF June 2,2423 i WASTEWATER COIECTiON UNE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT i I `• Page 12 of 12 i • I . i x EXHIBIT 1 1. iPe Rrag6 wa Iw x 9m«Rua A,Pgr fiNM 1Ns wmiRn 0 x w0 wml.lq iR«Nrq oNmOns Am 00.M0E 9W[t 8[o6N6m 6Y x oaadw W aAorVn x Aaw618[Ose ea V6 oxo eN a 6 9rmNwm q q IwmARa4«ma w6m«mYD Ratio nvOPswV xir.Pn90I«a P«Pa[x DRr69as« �icwtc at,�R[/tlxP M worm bCd@WL�b u�v]mx affirm� I.fWI@VR m lYS YAIwR4PWt IYN6 d WCtP6S[00119 Y9II[. tl/dt d i0w 9 u�m D6 A[aRYIG Wa q Y0M19a wwaDBU'u5L tt.YDxa9 MO(If t8d p0[9(4at«6wN raNa L t16 Bq6 d BtID K9 61N[9WC d 10'M W�Af 01P['..GtM[02 WD 19a, t4[1099PIAM DWOdWd PwN1 apt 9t 9WgYD M taf m x 1tf)O(1PUa1 q9 8[W1APm 1an16 d tS[Ca fly 9 4 x SORf[CI Sw 8 0@Ela««IWGOtlAt�09q[R199Cmi01 6VLv@ POssOu�flPylm�PO1AW g9glw/ttlraS 9f MRCa OUMY«RWN91/G0ARfl011. 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IL qn I�MW nN[ Yt9 ftl6r OW611R0 NI.OR@ P[R IDL 9Ga d 10«S i. iR lw!SwLL a IN I960w1 SUDRNO@, i i4 xmoaw @Oran n.Ow ngsmMs smut se Yi vwm Mq@M qwc x ax�r eaa6ni6 sPsrata ar x 98Rsw awo-iaaa saam srua omPl,mlr.ass x_ xv x ld ssc¢ wwwnttl m°"t7i coxRui nunm-xw¢p m�n"xarsx swn d ma 0 auxrrd Yrsaxs 9 w dIw 11gcN sxw aM6°Nr w ANwm`a"9 x w9m,aAv q9 om,A1°O1mM ieR x+¢«RaVza Am ew6oaawn aamr aNmxm sr�a svq 9 Whiff d N{6[O 9 nT x flii«q d M l4P@i 006@m 1109a8f Rq NYPW@ q x omAaMax!d ONan«0R 9aIXa d 116 eaf d Wuus 666Yt tOpf saa �[p1t p� IPNI L 9CM[fi sarz d saq 0 ` enann@6 aPs� mmrr d Mass p RDI@ uamalair r961CDaam9m 900K Mc w �— x_osr D m_. 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NfboaIsTi1 ANNINGOOMMMON NUECES.toi, sc9 r"w 6�4osr corn aAs m6 as Am NPw«artwma wA"srAw0Ac"V6 uo1 TEXAS nNMew9n.w9 _. — 9A,C R¢IteR ONLD/« BASS & WELSH��-EpNo�GI�+N�EERING — 'i'R �en 1/ -frit.me ra.ncoE. .fw'a°e"aa'crtmpa;'.wv wvowua EX"IBIT 7 HENCNNARKS ^" 1189.11'ea a at - fma0. q4e fw.m foam foam tfn.m _waa• atm itlaela ti@aF 04 MAAatt. 0 PLAN I!E�'1' a zEn zf�a a ar me\ava wau u n u a else u of u ♦ afvza u a eean u I uw v PLANNING COMM,".] —ab , �_�'_'�'•—_—_Timr`f�i•arS�cTRsiiE,7r---_—_-- C �@\i —=foo:i3'—`` `•�,` -.� a r axo a �. /I ( I g `` R w1 st `Ez.mk \` •`^-I a ,�ie:c u i i� i i I I I I x I I P. ----- IL ' ----- F — — ---- IJ I ti I�_J^_ ILxvY_KKJ y -- n-:_DAM 'z I o ,ro � `•,LI =1(� Eranu eu a o°.m�r p1W lr §� afaru I , I I I �ammev vi I Os a -� Q __P�'_ —tcm _ _S1F:g—� _�_— _�.9x'—_ �� � 4^y-� I� Oc Karoo• i „hh�.FJFJJ �.lyl ______ \l � C '` -- IZ r' Y J���,.._ <r I pyo•mov 1 C slam "�•/y / I \ nai• oW EYC �� y)� -s— aaafeu ( eJY• a�C ( '�I ufoi a I� `�et2ii�u � efwi u efefs u a efafi u 'I e�a I� Oimarm Utas ar PLAT OF i ° -- -- -- `----- ----- ----- -----o---- -- -� L G IT a tE>�• �m ��. CAROLINE'S S HEI HTS UN 9 _—. _ -• - ,, ____.__._. . _ _S8911,20,v 877.72' -NUECES COUNTY; TEXAS -'— -- 1 Fd " uea.,�c...,.u.-tii.\aumzrE m ffn eafwfeare. BASS pp&WpfUSH -�EN99G��INaEE� - ' IC WPRis IEwV�)ase stir e v e EXHIBIT 2 i APPLICATION FOR NATER LINE CREDIT i We,Cypress Point Capital,LLC,61 Bar le Doo,Corpus Christi,Texas 78414,owners and developers of proposed I Caroline's Heights Unit 1 subdivision,hereby apply for$13,459.68 credit towards the water acreage fee for the installation of the 12"Water Grid Main in conjunction with Caroline's Heights Unit 1 subdivision,as provided for by City Ordinance No.17092.$484,907.78 is the construction cost,including 7.5%Engineering,Surveying,and ; Testing,as shown by the cost supporting documents attached herewith. George Shaheen, resident (Date) i i THE STATE OF TEXAS § I COUNTY OF NUECES § �JU This instrument was acknowledged before me on 2021,by F George Shaheen,President of Cypress Point Capital,LLC,on behalf of fe said corporation. j I BETTY DEREESE Notary ID#4751441 My Commission Expires otaryublic in and for Nueces County,Texas 't avfi` June 2,2023 CERTIFICATION The information submitted with this application has been reviewed and determined to be correct and a credit of$-LJ, C$ is herewith approved. velopment Services Engineer (Date) ' f I r i , EXHIBIT 2 APPLICATION FOR WATERLINE REIMBURSEMENT We,Cypress Point Capital,LLC,61 Bar le Doc,Corpus Christi,Texas 78414,owners and developers bf proposed Caroline's Heights Unit 1 subdivision,hereby request reimbursement of$471,448.10 for the installation of the 12"Water Grid Main in conjunction with Caroline's Heights Unit 1 subdivision,as provided for by City Ordinance No.17092.$484,407.78 is the construction cost,including 7.5%Engineering,Surveying,and Testing in excess of the acreage fee,as shown by the cost supporting documents attached herewith. 4o George Shaheen, esident (Date) ; , THE STATE OF TEXAS § , COUNTY OF NUECES § This instrument was acknowledged before me on� 2021,by ( George Shaheen,President of Cypress Point Capital,LLC,on behalf of thaid corporation. ! — — BETTY DEREE5E Notary ID#4751441 My Commission Expires Notary nblic in and for Nueces County,Texas 'rEartE June 2,2023 ! ' f CERTIFICATION j The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a)Sufficiency of funds in the Grid Main Trust Fund,and i (b)Appropriation and approval by the City Council. f 11 Feb 2,0 2Z. Development Services Engineer (Date) , f Ila _ill og N $: a 999 a 8Is LF— MI It b 6 q N .! ♦ O O O Ab Bq m " d � C■ 9 B t �t�1 [6 � !7 4 bi D � � g °$ t cn � R � s, g tr' n ° •° I n [a I I 9 n j9 tl ��} elae � v b;cc�If o �Y � ¢ x o I$ dat4 3i.11 - � � � nountl°ss:es •, � o � Hi$l . .. . . . . . . . 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M,Mi0„ma.f....mt 4 IM NY Yaimia• •patl agtlm,-ta.tl.ma.. SIGN MOUNTING DETAILS ": "::•sj"';r 4p WNrp„p SMALL ROADSIDE SIGNS a NIle�tpttttlLNpMa TRIANGULAR SLIPBASE SYSTEM a. q.l.tatltl.p SMDISLIF-II-08 M ffp, ipA a„Ipr"tW pfw[i.h. ,,.f� atm>a nalttnmmaaam a,p'Ff _ � ��T/t 3- suo,ttsstl mra� afft apsavmmim m vptntn iroans tier t x :awswi„i uveas¢smrat 9'.mina •%° CROSSWALK PAVEMENT MARKINGS STREET NAME BLADE SIGN e F"161T 3 ' r .JJ� Nae I tmew o L mWOR M K am —``�—'mc e� K Y.a ' ',w AT>ME G9iRR m m THESEWCaIf011$N l NOTES tl PU,N srm-minor muau ax�yp�M m xic aat twuc a u�wrutc Tout SCALE N.TD. ama tmaf HA NWc 6U0}S fa�gept i 10i�m V�GCw 1Nttc Y NATES ayNA � R t. CERpm,�i?,K h 8 �' ' M' ry.��woagm/rp�t/s�tytspwrt r{tmxm 1-1-WWW 1 THE CQC}A .td9 Pm!4�AIC pQT yy W m cm 1��Pyf w MSKCµtftpRgfpM tommor prSl omm MY'RtRR�Epg116$$W. Mbut$ m �i1liC-W6a AAVO IfE 1D11 iFJ4S WApi.m WICWI OR1C6 pMa1W} V LONG MMMT CROSSMLX–DUML FOR A..."T ROADWAYS lot. GW SCtIODL EONS eAR–bEOUL ` FCR ASPHALT ROADYAAYS–SCALEG N.T.S. 1• Im rf�ROt% e DP m Gly L{�g� MM$ tl�¢12bY 9i A M ow t o y �1D ��oARAvaxi HIGH COM,W4T ERCSSY/ALK-DECAO, HFOR MNCRERi COMW.ST SCHOOL EONS NAR-RETAIL TE FOR CONCREROADWAYS-SCAB M.S. ROADWAYS-SCALE N.T.S. OTY tMaLL7l �wro MtisN$rvm�� n mrow`e�°td�.'s'xxiw.�' PiWUC WPRmEUENM TO CMU Mf$NERNR W6f t —Wla° e �a»rrr.,a.nm REQUIREMENTS FOR RED BACKGROUND REOUIREMENTS FOR WHITE BACKGROUND GENERAL R07ES REGULATORY SIGNS REGULATORY SIGNS sa.ww anitlW Nu N w w M 9.mm EXHIP;T 3 IMP.YIELD.DO NOT ENTER MET [EXL7,DOtNO ST�OP�}��YIELD.D6 IE1T[LATER AHD _ H EMS EAT SIW6I iRORG IMAr IIJIM1 t�favn Min'.,maY aPYa faro»tor'rY NNf'11100,. �imww440.FrIrW sa. = VWRONG e°�a.`ww,a nroa wwPwaDO NOT ' ENTERWAY = r•1M:irfmtlm reWra ml aPO�eti�1 ma»0 1Ymr,.r E TYPICAL E7AAPLK svvoy P1�ns `rmtw w�rr..aow v..emwm•ao.w..• §@ I REOINEDic sl POR Pa1R -�SYQi1,61�rIS5Ygi5 ..SP[ Rq�IRIIMTS faG9051,W Sw/AlOa .LLOIit9f flil50 Wtxe SW,IifliSim WilOif TRlC96f5 ePe• S.4.Lf0..9 Sar[ WC945tW 64q pyypu.iiYl rtW f0s.r.m Yletw Mt.trw.. Spi 199 i OOIOgt rM 0 W C 9Y61M I[YMl[OSOGS .iY0.w .I»r hf 0.w0 s 1 ttG[M0 ML 8 a C 9051 W yp SMQ,S 0[f Ofail ML 0 3 C 94ttIW NN 1�= 1 .rz Orpwr wm 1. 0.1w Y REQUIREMENTS FOR WARNING SIGNS REQUIREMENTS FOR SCHOOL SIGNS ? tRvtmolru,uTr9tu o[ct=talms SCHDO auoart swl raw cwi1M SPEED !i sw na atquu 20 /p`inL r4SXiR lin b r�evrt0 afi�w teflwOwltlu tv wm IfYf01 roY.en.a w. 1ryaYN,Y1r W.Y TYPICAL EXAMES TYPICAL EXNPUS TIQTIIC ROIti9tiE91i .. S�EfUU PLOIpR1O(if Mmgp9NYolmnnpnvmn qfG[ Ott011 Siq Nt[W1gt5L t59L5 P1Lq f[q lK[Wt,9,05 nom mtq.We,.Ptn11m mrz tmcawtrlp TYPICAL. SIGN unYf•emao wa umu Yq.anmm r[q o.NmYa9 rm eRW clsaSnYP REQUIREMENTS t uaw.srinws u[wac n»e W e 9Wroa SmiDif�OlLsfom[a pcq Swnt<ovfmstt,rt 1,1Y sYaou wa rrrt c W c 9atuY TSR M-13 a. 3. gas,roto 9osn rN vYa,x t,o'nW owns w ._ 59ro[ax•[relmns�r t I NIXON M.WELSH,P.E.,R.P.L.S. BASS WELSH ENGINEERING 3054 S.Alameda St. Email:NfxMW@aol.com TX Registration No.F-52 Survey Registration No.100027-00 P.O.Box 6397 Corpus Christi,TX 78466-6397 EXHIBIT 4 15039-PCE-12" 11/G412021 CAROLINE'S HEIGHTS REIMBURSEMENT COST ESTIMATE 12"GRID MAIN WATER IMPROVEMENTS REIMBURSABLE BY CITY WATER ITEMS QUANTITY UNrr UNITPRICE AMOUNT 1 12"PVC PIPE 3153 LF 40.00 283,770.00 2 12"CAP TAPPED FOR 2" 2 EA 3 500.00 7,000.00 3 12"TEE 8 EA 2,000.00 16,000.00 4 12"GATE VALVE W/BOX 7 EA 51000.00 35,000:00 S 12"EL,ANY ANGLE 4 EA 1,200.00 4,800.00 6 FIRE HYDRANT ASSEMBLY S EA 7,000.00 35,000.00 7 6"DIA X 30"PVC PIPE NIPPLE 15 EA 800.00 12,000.00 8 6"90"EL 4 EA 11000.00 4,000.00 9 6"GATE VALVE W/BOX 5 EA 21500.00 12,500.00 SUBTOTAL 410,070.00 [tG OF rF,� 10%CONTINGINCIES 410 ....... SUBTOTAL $451,077.00 -p M. q 7.5%ENGINEERING,SURVEYING&TESTING 33.$30.78 SUBTOTAL $484,407,78 dr LESS WATER AGREAGE FEE,18.72 AC @$719/AC —13.459.68 TOTAL AMMOUNT REIMBURSABLE $471,448,10 4 I Page 1 of 1 DocuSign Envelope ID:24303BAE-268D4AOD-9180-1EA243127E79 . " EXHIBIT 5 - DISCLOSURE OF INTERESTS Development Services Department. 2406 Leopard St.Corpus Christi,TX 78406 1 Phone:361.826.3240 1 p:atapplicationrscctexos.com City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with"NA". NAME: Cypress Point Capital LLC STREET: 61 Bar Le DOC CITY: Corpus Christi Texas ZIP: 78414 FIRM is: * Corporation ❑ Partnership ❑Sole Owner ❑Association ❑Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest' constituting 3%or more of the ownership in the above named "firm". Name Job Title and City Department(if known) None 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest' constituting 3%or more of the ownership in the above named "firm". Name Title None 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named "firm". Name Board, Commission, or Committee None 4. State the names of each employee or officer of a"consultant"for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Consultant None CERTIFICATE (To Be Notarized) I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: George Shaheen Title: Managing Member (Print) Signature of Certifying Person: Date: Dec. 22, 2021 Land Development Division I Forni No.4011 Revised 6113/19 1 Page 1 of 2 DocuSign Envelope ID:24303BAE-26BD4AOD-9180-1FA243127E79 DEFINITIONS EXHIBIT 5 Development Services Department 2406 Leopard St.Corpus Christi,TX 78408 1 Phone.361.826.3240 1 platopplcation@cctexos.com i a. "Board Member". A member of any board, commission or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Employee". Any person employed by the City of Corpus Christi,Texas, either on a full or part time basis, but not as an independent contractor. j c. "Firm". Any entity operated for economic gain, whether professional, industrial or commercial and whether) established to produce or deal with a product or service,including but not limited to,entities operated in.the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture; receivership or trust and entities which,for purposes of taxation,are treated as non-profit organizations. d. "Official". The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers,Department and Division Heads and Municipal Court Judges of the City of Corpus Christi,Texas. e. "Ownership Interesf. Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate or holding entity. "Constructively held" refers to holding or control established through voting trusts, proxies or special terms of venture or partnership: agreements. f. "Consultanf.. Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. I i i s Land Development Division I Form No.4011 Revised 6/13/191 Page 2 of 2 Amendment to Reimbursement Agreement Ordinance authorizing an amendment in the amount of $79,923.00 to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement with Cypress Point Capital, LLC, to fully fund the construction of a required water arterial transmission grid main line for the proposed residential development located South of Farm Road 2444 on County Road 43, otherwise known as Caroline's Heights Unit 1; appropriating $79,923.00 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. City Council June 13, 2023 Amendment to Reimbursement Agreement - Aerial Overview - he Promenade It N Swan Village Ph1 The Proposed Caroline's Heights Unit 2 Amendment to Reimbursement Agreement - Location Map - u � w rr 44 T6, n U � rel I N t77 The proposed Caroline's Heights Unit 1 subdivision will be located on PROPOSED CAROLINE HEIGHTS `" FM 2444 on CR 43 as UNIT? - E-"- depicted in RED. Amendment to Reimbursement Agreement Water Master Plan - Proposed Water Master ----------------------..--US----------'------- u�`k ��� Plan ---US--------- -i------ Plan Amendment: South of Oso Creek V? Met Infrastructure -1P,p d12-1011h(W-1) Pm0 SlaEons Y —1- 41, "Pm d>15-h(1--) —12-6-h 2-Kilk 1 1U1 y YC q N>16 edw 3 S.Plm O.N.5W—WWT—".MP1.* 4 S—dA�, 6 W.Ad Si I..L io PVC 7.F12 PVC 42 DIP W&A Call W. 0 R.W Mg. 0 z 04 0.6 0-8 7.H* Proposed Caroline's Heights Unit 1 is consistent the Water Master Plan and is near other subdivisions recently developed. 4 Amendment to Reimbursement Agreement - Cost Breakdown - Original Contract Agreement Cost(11/04/21 pricing) Actual Contract Agreement Cost Revision Request of Contract Agreement Water Items Quantity Unit Unit Price Amount Water Items Quantity Unit Unit Price Amount Water Items Quantity Unit Unit Price Amount 1 12"PVC Pipe 3153 LF $90.00 $283,770.00 1 12"PVC Pipe 3153 LF $115.00 $362,595.00 1 12"PVC Pipe 3153 LF $25.00 $78,825.00 2 12"Cap Tapped for 2" 2 EA $3,500.00 $7,000.00 2 12"Cap Tapped for 2" 2 EA $3,500.00 $7,000.00 2 12"Cap Tapped for 2" 2 EA $0.00 $0.00 312"Tee 8 EA $2,000.00 $16,000.00 312"Tee 8 EA $4,200.00 $33,600.00 312"Tee 8 EA $2,200.00 $17,600.00 4 12"Gate Valve w/Box 7 EA $5,000.00 $35,000.00 4 12"Gate Valve w/Box 7 EA $5,000.00 $35,000.00 4 12"Gate Valve w/Box 7 EA $0.00 $0.00 5 12"EL,Any Angle 4 EA $1,200.00 $4,800.00 5 12"EL,Any Angle 4 EA $1,000.00 $4,000.00 5 12"EL,Any Angle 4 EA $200.00 $800.00 6 Fire Hydrant Assembly 5 EA $7,000.00 $35,000.00 6 Fire Hydrant Assembly 5 EA $8,000.00 $40,000.00 6 Fire Hydrant Assembly 5 EA $1,000.00 $5,000.00 6"Dia X 30"PVC Pipe 6"Dia X 30"PVC Pipe 6"Dia X 30"PVC Pipe 7 Nipple 15 EA $800.00 $12,000.00 7 Nipple 15 EA $1,100.00 $16,500.00 7 Nipple 15 EA $300.00 $4,500.00 8 6"900 EL 4 EA $1,000.00 $4,000.00 8 6"900 EL 4 EA $1,000.00 $4,000.00 8 6"900 EL 4 EA $0.00 $0.00 9 6"Gate Valve w/Box 5 EA $2,500.00 $12,500.00 9 6"Gate Valve w/Box 5 EA $2,500.00 $12,500.00 9 6"Gate Valve w/Box 5 EA $0.00 $0.00 0 Tie to existing water 12" 1 LS $15,805.00 $15,805.00 0 Tie to existing water 12" 1 LS $15,805.00 $15,805.00 SUBTOTAL $410,070.00 SUBTOTAL $531,000.00 SUBTOTAL $120,930.00 10%CONTINGINCIES $41,007.00 10%CONTINGINCIES $0.00 10%CONTINGINCIES $41,007.00 SUBTOTAL $451,077.00 SUBTOTAL $531,000.00 SUBTOTAL $79,923.00 7.5%ENGINEERING,SURVEYING&TESTING $33,830.78 7.5%ENGINEERING,SURVEYING&TESTING $0.00 7.5%ENGINEERING,SURVEYING&TESTING $0.00 (Previously included) SUBTOTAL $484,907.78 SUBTOTAL $531,000.00 SUBTOTAL $79,923.00 LESS WATER AGREAGE FEE,18.72 AC@$719/AC $13,459.68 LESS WATER AGREAGE FEE,18.72 AC@$719/AC $0.00 LESS WATER AGREAGE FEE,18.72 AC@$719/AC $0.00 (Previously Included) TOTAL AMOUNT REIMBURSABLE $471,448.10 TOTAL AMOUNT REIMBURSABLE $531,000.00 TOTAL REVISED AMOUNT REIMBURSABLE $79,923.00 5 Amendment to Reimbursement Agreement - Recommendation - Approval The request submitted by the applicant for cost amendment for the $79,923.00 increase in the construction cost is in accordance with UDC 8.5. 1.C. FM 2444 46 M 'M U .F.., k * t r � A r 0 5001,000 Date Created:12/20/2021 Feet Prepared By:ReyR Department of Development-Services o,Q`rTo o �N N PROPOSED CAROLINE'S —FM-2444 HEIGHTS UNIT 1 N SUBJECT PROPERTY N ■_■►1■ w Map Scale: 1:5,000 s Cityf Corpus LOCATION MAP Christi so �o o� A PH v AGENDA MEMORANDUM µoRPORPg4 First Reading for the City Council Meeting June 13, 2023 1852 Second Reading for the City Council Meeting June 27, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o)-cctexas.com 361-826-7202 Acceptance of the Sexually Transmitted Infections/Human Immunodeficiency Virus (STI/HIV) Prevention Services Contract for the Corpus Christi — Nueces County Public Health District in the amount of$269,815 and appropriation of the funds for the contract period of September 1, 2023, through August 31, 2024 CAPTION: Ordinance authorizing acceptance and future amendments of STI/HIV Prevention Services Grant for $269,815.00 from the Texas Department of State Health Services (DSHS); appropriating $269,815.00 in the Health Grant Fund to provide STI/HIV prevention and control services for the period of September 1 , 2023 through August 31 , 2024; and authorizing three grant positions. SUMMARY: The Texas Department of State Health Services ("DSHS") has awarded a grant contract in the amount of $269,815 to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis within the jurisdiction of the Corpus Christi- Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: Purpose of the grant: The primary purpose of the grant is to: • Investigate and report new cases of Syphilis and HIV to DSHS • Intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea through testing, treatment, and disease investigation • Prevent cases of congenital syphilis through disease reporting, disease investigation, and disease intervention Personnel funded: 0 3 FTE • .3 of one FTE (the rest of the FTE's salary is then paid for by another grant, the HIV Surveillance grant) • All positions are currently filled History of the grant: • The CCNCPHD has been awarded this grant for more than 20 years. Funding Source: • Texas Department of State Health Services • Budget: 269,815 o Personnel (Including salary and fringe): 227,973 o Travel (including mileage for field visits to clients): 5,240 o Supplies (Including STD/HIV test kits): 36,602 Counties impacted by grant: This grant serves multiple counties for communicable disease reporting and investigations. The following counties fall under the jurisdiction of the CCNCPHD related to this grant: • Nueces • Kleberg • Aransas • Refugio • San Patricio Grant Achievements in 2022 • 2,242 Field Investigations for positive cases of Syphilis and HIV • 104 Investigated 104 cases of Congenital Syphilis ALTERNATIVES: Refuse the grant and discontinue offering services to: • Investigate new cases of Syphilis and HIV • Intervention in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea • Prevent cases of congenital syphilis 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: 831822F Department Number: 15 Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001315900002 Ordinance Certification of Funds Ordinance authorizing acceptance and future amendments of STI/HIV Prevention Services Grant for $269,815.00 from the Texas Department of State Health Services (DSHS); and appropriating $269,815.00 in the Health Grant Fund to provide STI/HIV prevention and control services for the period of September 1, 2023 through August 31, 2024. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant for $269,815.00 from the Texas Department of State Health Services for the contract period September 1 , 2023, through August 31 , 2024, to provide STI/HIV prevention and control services. SECTION 2. Funds in the amount of $269,815.00 are appropriated in the Health Grants Fund No. 1066 to be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to prevent and control HIV, Syphilis, Chlamydia, and Gonorrhea within the jurisdiction of the Corpus Christi-Nueces County Public Health District. SECTION 3. The City Manager or designee is authorized to execute any future amendments to the Contract which extend the contract period or increase or decrease the amount of the grant. SECTION 4. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 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:5197B00l-613131-482F-AF2D-964659847D67 .�y TERAS Health and Human Texas Department of State Health Services �. Services Jennifer A.Shuford„M.D.,M.P.H. Commissioner Dr. Fauzia Khan, Director of Public Health Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, Texas 78416-1902 Subject: Sexually Transmitted Infections/Human Immunodeficiency Virus (STI/HIV) Prevention Services Contract Contract Number: HHSOO13159OOOO2 Contract Amount: $269,815.00 Contract Term: September 1, 2023 through August 31, 2024 Dear Dr. Khan: Enclosed is the STI/HIV Prevention Services contract between the Department of State Health Services and Corpus Christi-Nueces County Public Health District (City). The purpose of this contract is to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis. Please let me know if you have any questions or need additional information. Sincerely, Amber Vasche, CTCD, CTCM Contract Manager amber.vasche(&dshs.texas.aov P.O. Box 149347•Austin,Texas 78714-9347• Phone:888-963-7111 • TTY:800-735-2989 • dshs.texas.gov DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001315900002 UNDER THE STI/HIV PREVENTION SERVICES GRANT PROGRAM The parties to this agreement ("Grant Agreement" or "Contract") are the Department of State Health Services ("DSHS" or "System Agency"), 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 78416 (each a "Party" and collectively the "Parties"). 1. PURPOSE The purpose of this Contract is to provide funding to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to the provisions of Texas Health and Safety Code Chapter 12 and Texas Government Code Chapter 791. 111. DURATION The Contract is effective on September 1, 2023 and terminates on August 31, 2024, unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Contract up to four(4) additional years for a maximum term of five (5) years. IV. STATEMENT OF WORK The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in ATTACHMENT A,STATEMENT OF WORK. V. BUDGET AND INDIRECT COST RATE The total amount of this Contract will not exceed $269,815.00. All expenditures under the Contract will be in accordance with ATTACHMENT B,BUDGET. If an Indirect Cost Rate Letter is required but it is not issued at the time of Contract execution, the Parties agree to amend the Contract to include the Indirect Cost Rate Letter as ATTACHMENT K and revise ATTACHMENT B when the Indirect Cost Rate Letter is issued. DSHS Contract No.HHS001315900002 Signature Document Page 1 of 5 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 If the System Agency, at its sole discretion, approves or acknowledges an updated indirect cost rate, the new rate, together with the revised ICR Acknowledgement Letter, ICR Acknowledgement Letter—Ten Percent De Minimis, or the ICR Agreement Letter,will be included in the revised ATTACHMENT K and amended ATTACHMENT B. VI. REPORTING REQUIREMENTS Grantee shall submit the reports as described in ATTACHMENT C, REPORTING REQUIREMENTS. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System A2ency Department of State Health Services P.O. Box 149347, MC 1990 Austin, Texas 78714-9347 Attention: Amber Vasche amber.vasche2dshs.texas.gov Grantee Corpus Christi-Nueces County Public Health District(City) 1702 Horne Rd. Corpus Christi, Texas 78416 Attention: Dr. Fauzia Khan FauziaK2CCtexas.com 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 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 Attention: Office of Chief Counsel With a copy to: Department of State Health Services DSHS Contract No.HHS001315900002 Signature Document Page 2 of 5 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 P.O. Box 149347, MC 1911 Austin, Texas 78714-9347 Attention: General Counsel Grantee Corpus Christi-Nueces County Public Health District(City) 1702 Horne Rd. Corpus Christi, Texas 78416 Attention: Dr. Fauzia Khan FauzlaK2CCtexas.com 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 Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Parry. IX. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: XETBTPKCL895 Federal funding under this Grant Agreement is a subaward under the following federal award(s). Federal Award Identification Number (FAIN): 5 NH25PS005182-05-00 A. Assistance Listings Title, Number, and Dollar Amount: • Title: Strengthening STD Prevention and Control for Health Departments • Number: PS19-1901 • Dollar Amount: TBD B. Federal Award Date: 12/17/2022 C. Federal Award Period: 1/1/2019-12/31/2023 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Prevention Health Services_Sexually Transmitted Diseases Control Grants F. Awarding Official Contact Information: Rhonda Burton Grants Management Specialist bgr2@cdc.gov DSHS Contract No.HHS001315900002 Signature Document Page 3 of 5 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 Phone: 707-448-1381 G. Total Amount of Federal Funds Awarded to System Agency: TBD H. Amount of Funds Awarded to Grantee: $269,815.00 I. Identification of Whether the Award is for Research and Development: No X. 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 A—STATEMENT OF WORK ATTACHMENT B—BUDGET ATTACHMENT C—REPORTING REQUIREMENTS ATTACHMENT D—CONTRACT AFFIRMATIONS V.2.0 ATTACHMENT E—UNIFORM TERMS AND CONDITIONS—GRANT V.3.2 ATTACHMENT F—DATA USE AGREEMENT ATTACHMENT G—ADDITIONAL PROVISIONS—GRANT V. 1.0 ATTACHMENT H—FEDERAL ASSURANCES ATTACHMENT I—CERTIFICATION REGARDING LOBBYING ATTACHMENT.I—FFATA CERTIFICATION FORM XL 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 DSHS Contract No.HHS001315900002 Signature Document Page 4 of 5 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT, CONTRACT No.HHS001315900002 SYSTEM AGENCY GRANTEE By: By: Name: Name: Title: Title: Date of Signature: Date of Signature: DSHS Contract No.HHS001315900002 Signature Document Page 5 of 5 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT A STATEMENT OF WORK DSHS CONTRACT No. HHS001315900002 I. GRANTEE RESPONSIBILITIES Grantee shall do the following: A. Conduct programs, as described herein, to control and prevent the spread of Sexually Transmitted Infections (STIs), including human immunodeficiency virus/acquired immunodeficiency syndrome (HIV/AIDS) and viral hepatitis in accordance with the Centers for Disease Control and Prevention's (CDC) STD Program Operations Guidelines, located at: hqp://www.cdc.gov/std/program/gl-2001.htin. B. Perform the following seven (7) core activities: 1. Community and Individual Behavior Change Interventions; 2. Medical and Laboratory Services; 3. Partner Services; 4. Leadership and Program Management; 5. Surveillance and Data Management; 6. Training and Professional Development; and 7. Program Evaluation. C. Maintain written program procedures covering these seven (7) core activities. All procedures shall be consistent with the requirements of this Contract. D. Perform the activities required under this Contract in the service area designated in this Contract. Service area will include the following county(ies): Nueces, Kleberg, San Patricio, Aransas, and Refugio. E. Designate one of its staff to be a Local Responsible Party (LRP), who will be responsible overall for ensuring the security of the confidential HIV/STI information the Grantee maintains pursuant to this Contract. F. Comply with all applicable federal and state policies, standards, and guidelines. The following documents are incorporated into this Contract by reference: 1. DSHS HIV and STI Program Operating Procedures and Standards (POPS), located at: http://www.dshs.texas.gov/hivstd/pops/default.shtm; 2. DSHS TB/HIV/STI and Viral Hepatitis Unit Security Policies and Procedures, located at: hLtp://www.dshs.texas.gov/hivstd/policy/securiiy.shtm; 3. CDC STI Program Operations Guidelines, located at: http://www.cdc._ovg /std/pro_rg am/gl-200Lhtm; DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 1 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 4. CDC STI Treatment Guidelines, located at: http://www.cdc.gov/std/treatment/; and 5. DSHS HIV and STI Program Policy Reporting Suspected Abuse and Neglect of Children, located at: hLtps://www.dshs.texas.gov/childabusereporting/default.shtm. G. Comply with all applicable federal and state regulations and statutes, as amended, including, but not limited to: 1. Chapters 81 and 85 of the Texas Health and Safety Code (Note: See, for example, Section 85.085 of the Texas Health and Safety Code (Physician Supervision of Medical Care), which requires that a licensed physician supervise any medical care or procedure provided under a testing program as required by law); 2. Chapter 94 of the Texas Health and Safety Code (relating to Education and Prevention Programs for Hepatitis C); 3. Chapter 98 of the Texas Health and Safety Code (relating to the reporting of Sexually Transmitted Diseases including Human Immunodeficiency Virus); 4. Title 25 Texas Administrative Code (TAC), Chapter 97; and 5. DSHS Chapter 531 Health and Human Services Commission of the Texas Government Code, Section 531.02161 as an update to provision of services, where there is a delivery of an in-person service, there must also be an option of that service via telecommunications or through the use of information technology. H. Perform all activities in accordance with the terms of this Contract (including detailed budget) and any subsequent DSHS Program instructions given to Grantee pursuant to it. All of the above-referenced documents are incorporated into this Contract by reference. Grantee must receive written approval from DSHS before varying from applicable policies, procedures, and protocols and must update its implementation documentation within 48 hours of making approved change(s). I. DSHS reserves the right, where legal authority allows, to redirect funds in the event of financial shortfalls. DSHS Program will monitor Grantee's expenditures on a biannual basis. If expenditures are below the total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Positions that remain vacant for 90 days may subject the Contract to a decrease in funding. IL PERFORMANCE MEASURES The following performance measures will be used to assess,in part, Grantee's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the other terms of the Contract. DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 2 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 A. Public Health Follow-Up (PHFU)Program Objectives Grantee shall: Follow the requirements for each of the STI Program Objectives,in accordance with the DSHS HIV/STI Program POPS, Chapter 9: Disease Intervention Specialist Performance Standards, with special emphasis on outcomes excerpted below. If the data submitted by Grantee (or otherwise obtained by DSHS) indicates the Grantee's performance does not meet the standards stated in one (1) or more of the objectives, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve performance. Grantee must implement these measures according to a timetable mandated by DSHS. 1. Syphilis Objectives a. Ensure that all individuals newly diagnosed with early syphilis are interviewed within three (3) days of assignment. If data indicates less than 85%of individuals newly diagnosed with early syphilis covered by the scope of this Contract are interviewed as described, DSHS may (at its sole discretion)require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. Note: Early syphilis is defined as all syphilis cases that are determined to be primary, secondary, or early non-primary/non- secondary syphilis. See CDC definition at: https://wwwn.cdc.gov/nndss/conditions/syphilis/case-definition/2018/. b. Achieve a partner index of at least 2.0 for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than a 2.0 partner index for all interviews conducted for early syphilis by Disease Intervention Specialists (DIS), DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. c. Ensure that all partners initiated as part of an early syphilis case (partners obtained from the interview/case management process with locating information as outlined by Chapter 9: Disease Intervention Specialist Performance Standards to attempt notification on early syphilis interviews)are notified of the disease exposure within seven(7) business days. If data indicates less than 65%partner notification index for all initiated partners, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. d. Ensure that all partners notified of syphilis exposure are tested and treated for syphilis, including incubating syphilis (disease intervention DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 3 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 index). If data indicates less than 60% of notified partners are tested and treated as described, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. e. Ensure a treatment index of at least .75 for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than .75 treatment index, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. f. Ensure that 80% of pregnant women with syphilis are identified and treated appropriately and timely to prevent congenital syphilis. g. Ensure that all infants born to a woman with a history of syphilis in their jurisdiction are investigated and reported within 30 days of receiving report of birth as outlined by DSHS HIV/STI Program POPS, Chapter 23.2.3, Congenital Syphilis. h. For people of childbearing capacity, maintain a procedure to provide technical assistance and guidance for providers and systems of care that ensures testing for syphilis is conducted, at a minimum, at first prenatal visit, during third trimester, and at delivery (testing required by Senate Bill 81.090). i. Ensure that all people of childbearing capacity have a documented pregnancy status. If data suggests that less than 90% of people of childbearing capacity with reactive syphilis labs and less than 80% of notified partners, suspects and contacts of childbearing capacity have a documented pregnancy status,DSHS may(at its sole discretion)require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. 2. HIV Objectives a. Ensure that all individuals newly diagnosed with HIV will be interviewed within seven (7) days in accordance with DSHS HIV/STI Program POPS. If data indicates less than 80% of individuals newly diagnosed with HIV are interviewed as described,DSHS may(at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. b. Ensure that all individuals interviewed that have been newly diagnosed with HIV successfully complete their first HIV medical appointment. If data indicates less than 85% of new HIV-positive clients interviewed successfully complete their first HIV medical appointment, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 4 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 follow those additional measures, and do so according to the timetable mandated by DSHS. c. Achieve a partner index of at least 2.0 for interviews conducted on individuals newly diagnosed with HIV. If data indicates a partner index of less than 2.0 for individuals interviewed by DIS, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. d. Ensure that all partners initiated (partners obtained from the interview/case management process with enough locating information to attempt notification) on a new HIV interview are notified of the disease exposure. If data indicates less than .75 partner notification index, DSHS may(at its sole discretion)require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. e. Ensure that all partners notified for HIV exposure are tested for HIV. If data indicates less than 60% of the notified partners are tested for HIV, DSHS may (at its sole discretion)require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. f. Ensure that all persons receiving PHFU (initiated partners, those co- infected with a bacterial STI, such as syphilis, gonorrhea, and/or chlamydia)who have been previously diagnosed with HIV and have no evidence of care for more than 12 months are re-engaged to establish HIV medical services. The activities taken to locate the person must be documented in the designated data system. This includes confirmation that the client attended his/her HIV medical care appointment. g. Ensure all persons identified as part of an HIV molecular and/or time space cluster receive linkage to medical care services if the person has been previously diagnosed with HIV and has no evidence of care for more than 12 months. Ensure all persons identified as part of the risk network of a molecular cluster who are eligible for re-testing (previously named partners,suspects,and associates of cluster members who have no labs for more than 12 months) receive follow-up to determine their HIV status. 3. Other Objectives a. Ensure that a complaint process is maintained and posted in the areas where services are provided, in accordance with DSHS HIV/STD Program POPS, Chapter 12, STI Clinical Standards. b. Maintain a staff retention policy. DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 5 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 c. Participate in targeted evaluation activities and other projects as required by DSHS or CDC. d. Ensure that the client survey is conducted a minimum of two (2) times per year for a total of thirty (30) days. The summary of the feedback must be available for review and identified concerns must be addressed within thirty (30) days of the feedback period. e. Establish and maintain mutually agreed-upon formal written procedures with local providers to ensure the provision of partner services in accordance with DSHS HIV/STI Program POPS. The procedures must specify processes (e.g., communication) to facilitate timely partner elicitation by the local health department following the delivery of HIV- positive test results to clients by Grantee. f. Establish and maintain mutually agreed-upon formal written procedures with local agencies who provide services frequently needed by clients seeking HIV/STI services from Grantee in accordance with DSHS HIV/STI Program POPS. The procedures must specify processes (e.g., communication) to facilitate timely partner elicitation by the local health department following the delivery of HIV-positive test results to clients by Grantee, including but not limited to: i. HIV testing and counseling; ii. STI clinical services; iii. Partner services; iv. HIV medical and support services; V. Substance use treatment services; vi. Harm reduction services; and vii. Mental health services. At a minimum, such procedures should address conditions associated with making and accepting client referrals. If Grantee provides all the services listed above in a specific geographic area,no such agreement is necessary for that area. Grantee must maintain complete records of all referrals made. These procedures must be finalized and in place within thirty (30) days of the effective date of this Contract. g. Ensure that performance of activities under this Contract is of a high quality and consistent with all the requirements of this Contract, to meet DSHS' high performance expectations. h. Conduct regular assessments of Grantee's performance, including compliance with DSHS Program procedures, policies and guidance, contractual conditions, attainment of performance measures, maintenance of adequate staff, and submission of required data and narrative reports. Failure to comply with stated requirements and contractual conditions may result in the immediate loss of Contract funds at the discretion of DSHS. i. Ensure that all staff operating under this Statement of Work are permitted to provide HIV and/or syphilis screening(s) by collecting blood-based specimens, in both field and clinical settings. DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 6 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 Supplemental testing must be collected by venipuncture immediately, on site, after a point-of-care preliminary positive test result. Staff will offer and perform these tests unless the client refuses. HIV and syphilis specimens may be submitted through the DSHS public health laboratory or another laboratory designated by the Grantee and approved in advance by DSHS. j. Ensure that all staff operating under this Statement of Work are permitted to deliver all HIV and/or STI results, including positive results, in both field and clinical settings. k. Ensure that all staff operating under this Statement of Work, when conducting field work, are permitted to disclose the reason for contacting the client (e.g., exposure to someone who tested positive for HIV and providing the opportunity for up-to-date testing,positive test results were received from a provider, laboratory, life insurance company, etc.) 1. Ensure that staff who operate under this Statement of Work deliver all positive test results within the designated timeframes referenced in the DSHS HIV/STI Program POPS. Staff will ensure the client understands the infection(s)the client has tested positive for,is offered appropriate treatment for the infection(s) and is linked to other medical and social resources as appropriate (e.g., HIV testing and counseling; Pre-Exposure Prophylaxis; Harm Reduction Services; STI clinical services; partner services; HIV medical and support services; substance use treatment services; mental health services). m. Staff operating under this Statement of Work may be identified to respond to rapid response efforts to address and intervene in the transmission of reportable STIs, HIV and/or other infections staff received disease information training to respond to as needed by DSHS or local programs. n. Ensure data collected as part of public health follow-up investigations and activities are recorded using proper data entry and the designated disease surveillance database management system. 4. The following STI clinical services shall be provided, consistent with the DSHS HIV/STI Program POPS Chapter 12: STI Clinical Standards: a. Grantee shall follow the requirements for examining, testing, and treating individuals served in public STI clinics. If data indicates that less than 90% of individuals served were examined, tested and/or treated for STI(s) as medically appropriate, within twenty-four (24) hours of seeking services, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 7 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 b. Individuals seeking STI diagnostic and/or treatment services in public STI clinics shall be medically managed according to Grantee written protocols in compliance with DSHS HIV/STI Program POPS, and with CDC STI Treatment Guidelines 2021 (as revised). c. Grantee shall ensure that individuals seeking STI diagnostic and/or treatment services in public STI clinics will be referred for Pre- Exposure Prophylaxis/Non-Occupational Post-Exposure Prophylaxis (PrEP/nPEP) services if at increased risk for HIV but currently HIV negative. Individuals should be assessed for PrEP indications according to the Preexposure Prophylaxis for the Prevention of HIV Infection in the United States — 2021 Update Clinical Practice Guideline(as revised). Individuals to be prioritized for PrEP referrals include: Men who have Sex with Men (MSM) with CT, GC and/or syphilis in past six months; Men who have Sex with Women (MSW) and Women who have Sex with Men (WSM) with GC or syphilis in past six months; individuals who have an HIV+partner or partner(s) of unknown HIV status; individuals in the social-sexual network of an identified HIV genotype cluster or high prevalence groups; persons who inject drugs (PWID); and others at increased risk for HIV who could benefit from PrEP. d. Grantee shall ensure that individuals seeking STI diagnostic and/or treatment services in public STI clinics who have been previously diagnosed with HIV and have no evidence of care for more than 12 months, will be referred to a DIS or other linkage worker to ensure they are re-engaged into HIV medical care. e. Grantee shall explore mechanisms to expand testing and awareness of STIs via home testing and home self-collection kits. f. Grantee shall explore mechanisms to use telemedicine/telehealth for individuals seeking STI diagnostic and treatment services and/or PrEP/nPEP services. III. TRAINING REQUIREMENTS Due to the specialization and job knowledge required for effective STI control programs, the following minimum training is required of personnel operating under this Contract. Compliance will be monitored by DSHS Program staff. Grantee shall: A. Authorize and require their staff to attend training, conferences, and meetings as directed by DSHS Program. 1. Training requirements for Disease Intervention Specialist (DIS) staff are as follows: a. The following DSHS HIV/STI Program POPS chapters must be read and acknowledged: DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 8 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 i. Chapter 3: HIV/STI Partner Services and Seropositive Notification; ii. Chapter 9: Disease Intervention Specialist Performance Standards; and iii. Chapter 23: Congenital Syphilis. b. The DSHS-approved Fundamentals of STI Intervention (FSTDI), including all prerequisites,within six (6)months of employment, must be completed successfully. C. The DSHS-approved Fundamentals of Counseling and Testing (FCT) or equivalent within six (6) months of employment must be completed successfully. d. DIS must complete training successfully in, and demonstrate knowledge of, the TB/HIV/STI Information System (THISIS), or other designated DSHS database(s). e. DIS must be able to participate in the HIV Navigation in Texas (HNT) within one (1)year of employment. f. DIS must successfully complete venipuncture training that has been approved by the local health authority within 60 days of employment. g. DIS must successfully complete training for all locally sanctioned testing technologies used for specimen collection and processing. h. DIS with more than one(1)year of experience shall successfully complete additional courses as required by DSHS. 2. Training Requirements for First-Line Supervisors staff(FLS) are as follows: a. The following DSHS HIV/STI Program POPS chapters must be read and acknowledged: i. Chapter 10: First-Line Supervisors Performance Standards; and ii. Chapter 11: Regional and Local Health Department HIV/STI Program Manager Performance Standards, in addition to what is required of the DIS. b. FLS must successfully complete all training activities which are required for DIS under this Contract, and also must take the next available Texas First-Line Supervisor (TXFLS)training. C. If new to the jurisdiction, FLS must participate in the HIV Navigation in Texas within one (1)year of employment. d. FLS must attend and participate in the DSHS FLS Summit, as scheduled. e. FLS must participate in the quarterly DSHS FLS calls. f. FLS must attend and participate in any other required DSHS trainings, as scheduled. 3. Training Requirements for Program Manager staff(PM) are as follows: DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 9 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 a. PM must read and demonstrate understanding of the following DSHS HIV/STI Program POPS chapters: Chapter 11, Regional and Local Health Department HIV/STI Program Manager Performance Standards, in addition to what is required of the FLS and DIS. b. PM operating under this Contract must complete all training requirements of DIS and FLS. C. PM must participate in the DSHS Leadership Meeting, as scheduled. d. PM must participate in the monthly DSHS Leadership calls. 4. Recommended trainings and topics for all program staff are as follows: a. Health Insurance Portability and Accountability Act(HIPAA) b. Ethics C. Field Safety d. Health Disparities e. Cultural Humility f. CPR/First Aid g. Automated External Defibrillators (AED) h. Defensive Driving i. Approaches in Harm Reduction j. Self-Defense k. Non-Violent Crisis Intervention 1. Status Neutral Biomedical Approaches to HIV Prevention (Early Intervention, PrEP, nPEP) m. Motivational Interviewing n. Technical Writing o. Computer Skills p. Linkage to Care q. Gender and Sexual Diversity r. HIV Care and Treatment S. Human Trafficking t. Substance Use U. Mental Health V. Case Notes Documentation W. Congenital Syphilis Investigation and Reporting B. Notify DSHS of completed trainings in the annual report referenced in this Contract's Reporting Requirements attachment. IV. CONFIDENTIALITY DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 10 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 Grantee shall: A. Designate and identify a HIPAA Privacy Officer, who is authorized to act on behalf of Grantee and is responsible for the development and implementation of the privacy and security requirements of federal and state privacy laws. B. Designate, from its staff, a Local Responsible Parry (LRP) who has the overall responsibility for ensuring the security of the TB/HIV/STI confidential information maintained by Grantee as part of activities under this Contract. The LRP will: 1. Ensure that appropriate policies/procedures are in place for handling confidential information,for the release of confidential TB/HIV/STI data, and for the rapid response to suspected breaches of protocol and/or confidentiality. These policies and procedures must comply with DSHS policies and procedures (Grantee may choose to adopt those DSHS policies and procedures as its own). 2. Ensure that security policies are reviewed periodically for efficacy, and that the Grantee monitors evolving technology(e.g.,new methods hackers are using to illegally access confidential data; new technologies for keeping confidential data protected from hacking) on an ongoing basis to ensure the program's data remain as secure as possible. 3. Approve any Grantee staff requiring access to TB/HIV/STI confidential information. LRP will grant authorization to Grantee staff who have a work-related need (i.e., work under this Contract) to view TB/HIV/STI confidential information. 4. Maintain a list of authorized Grantee staff persons who have been granted permission to view and work with TB/HIV/STI confidential information. 5. Review the authorized user list ten (10) days from the effective date of this Contract to ensure it is current. 6. Ensure that all Grantee staff with access to confidential information have a signed copy of a confidentiality agreement on file; it must be updated once during the term of this Contract. 7. Ensure that all Grantee staff with access to confidential information are trained on TB/HIV/STI security policies and procedures before access to confidential information is granted; this training will be renewed once during the term of this Contract. 8. Ensure that all Grantee staff with access to confidential information are trained on federal and state privacy laws and policies before access to confidential information is granted; this training will be renewed once during the term of this Contract. 9. Thoroughly and quickly investigate all suspected breaches of confidentiality in consultation with the DSHS LRP to ensure compliance DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 11 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 with the DSHS Program Policy, TB/HIV/STI and Viral Hepatitis Breach of Confidentiality Response Policy, located at: http://www.dshs.texas.gov/hivstd/policy/security.shtm. C. Ensure that its security procedures require that all of its computers and networks meet DSHS security standards, as certified by DSHS IT staff. D. Provide a list to DSHS of personnel with access to secured areas and of all identified personnel who have received security training. E. Provide a list to DSHS of personnel with access to all network drives where confidential information is stored and of all identified personnel who have received security training. F. Ensure that requests for TB/HIV/STI system, or other designated DSHS database(s), user account terminations are sent to DSHS within one business day of the identification of need for account termination. G. Transfer secure data electronically using the Public Health Information Network. H. Maintain a visitors' log for individuals entering the secured areas; this must be reviewed quarterly by the LRP. I. Verify TB/HIV/STI system, or other designated DSHS database(s), user passwords are changed at least every ninety (90) days; this must be verified by the LRP. J. Ensure that portable devices used to store confidential data are approved by the LRP and encrypted. K. Ensure that confidential data/documents are: 1. Maintained in a secured area; 2. Locked when not in use; 3. Not left in plain sight; and 4. Shredded before disposal. V. HIV/STI RAPID RESPONSE PLAN DSHS will review the proposed Rapid Response Plan and provide guidance to the Grantee. Grantee shall: A. Develop, update, and submit a local HIV/STI Rapid Response Plan, and submit this by February 1 each year of the Contract to the designated DSHS staff. The plan shall include how the program will: 1_ Identify responsible parties for planned activities, including but not limited to: DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 12 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 a. Response coordinator; b. Activity team lead; c. Collaborative lead; and d. Medical lead; 2. Identify increases in disease or outbreaks; 3. Increase active surveillance; 4. Examine outbreak characteristics; 5. Educate health care providers and the community of disease outbreak (e.g., including signs/symptoms, available resources, disease trends, reporting requirements,testing algorithms, and testing/treatment options); 6. Inform media outlets, as appropriate; 7. Conduct targeted screening efforts including testing in correctional settings (as appropriate); 8. Enhance partner services; 9. Expand clinical access and services (e.g., increase clinical hours or days of services, employ rapid testing, enhance prophylactic treatment protocols); and 10. Adjust work hours for employees involved in the response (i.e., allow staff to work alternate hours or extended hours during response). B. Establish and maintain collaborative relationships with local businesses, community clinics, and community-based organizations who serve populations most affected by HIV or other STIs, as well as with appropriate local and institutional individuals and groups(e.g.,providers,hospitals,mental health and intellectually disabled facilities, infection control nurses), in order to implement the local Rapid Response Plan. C. Continue to enhance their current HIV/STI surveillance system, including,but not limited to: 1. Improving reporting of providers and laboratories; and 2. Increasing the number of sites that report electronically. D. Make all directed revisions to the Rapid Response Plan and submit a revised version to the DSHS designated program consultant by the directed deadline. E. Notify local leadership and key stakeholders of the finalized plan and maintain a copy within the Program. F. Comply with the final, approved version of the Rapid Response Plan when an outbreak is identified. G. Identify program disease intervention staff to respond to local and statewide rapid response activities when necessary. The identified staff must complete DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 13 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 DSHS identified trainings prior to assignment. The number of staff will be as directed by the DSHS Rapid Response Team leader, to conduct disease intervention activities as prescribed in the Contractor's final, approved Rapid Response Plan or statewide Cluster Detection Response Plan. VI. INVOICE AND PAYMENT A. Invoices must be submitted timely on a monthly basis to prevent delays to subsequent months. Grantees that do not incur expenses for a month are required to submit timely "zero dollar" invoices. Invoices and all supporting documentation must be emailed to invoices2dshs.texas.gov and crosinvoicesgdshs.texas.gov simultaneously. See Attachment C for all reporting requirements. B. Final close-out invoice and report: Grantee must submit a final close-out invoice and final financial status report no later than 45 days following the end of the Contract term. Invoices received more than 45 days after the end of the Contract term are subject to denial of payment. C. The Grantee will submit Financial Status Reports (FSR-269A) biannually during the Contract term. The FSRs will be submitted twice per year by email to invoices2dshs.texas.gov and FSRGrants2dshs.texas.gov as outlined below: REPORTING PERIOD DUE DATE September 1, 2023 —February 29, 2024 March 31, 2024 March 1, 2024—August 31, 2024 October 15, 2024 D. DSHS reserves the right,where allowed by legal authority,to redirect funds in the event of financial shortfalls. DSHS Program will monitor Grantee's expenditures on a biannual basis. If expenditures are below the amount in Grantee's total Contract, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. E. Grantee shall maintain an inventory of equipment, supplies defined as Controlled Assets, and real property. Submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report by email to FSOequipgdshs.texas.gov not later than October 15 of each year. 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 DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 14 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 are considered Supplies. F. Grantee shall provide notification of budget transfers by submission of a revised Categorical Budget Form to the designated DSHS Contract Manager, highlighting the areas affected by the budget transfer. Grantee is advised as follows: 1 Transferring funds between budget categories, other than the equipment and indirect cost categories, is allowable, but cannot exceed 25% of the total Contract value during a Contract budget period. If the budget transfer(s) exceeds 25% of the total Contract value, alone or cumulatively, a formal Contract amendment is required; and 2 After review, the designated DSHS Contract Manager shall provide notification of acceptance to Grantee via email, upon receipt of which, the revised budget shall be incorporated into the Contract. DSHS Contract#HHS001315900002 Attachment A,Statement of Work Page 15 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT B BUDGET DSHS CONTRACT No. HHS001315900002 BUDGET CATEGORIES September 1, 2023 —August 31,2024 PERSONNEL $158,866.00 FRINGE BENEFITS $69,107.00 TRAVEL $5,240.00 EQUIPMENT $0.00 SUPPLIES $36,602.00 CONTRACTUAL $0.00 OTHER $0.00 TOTAL DIRECT CHARGES $269,815.00 INDIRECT CHARGE $0.00 TOTAL $269,815.00 DSHS Contract#HHS001315900002 Attachment B,Budget Page 1 of 1 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT C REPORTING REQUIREMENTS DSHS CONTRACT No. HHS001315900002 REPORTING REQUIREMENTS FY 2024 REPORT NAME FREQUENCY DELIVERY METHOD PERIOD DUE DATE Annual Report Annually HIVSTDReport.Techkdshs.te 09/01/2023 — 09/30/2024 xas. ov 08/31/2024 Congenital Monthly 09/01/2023 - Due thirty (30) Syphilis Case 08/31/2024 calendar days Investigation and Designated DSHS Database after period Infant Syphilis Note: This Report is subject to being reported. Control Records HIPAA and PHI data requirements. Local Responsible Biannually 07/01/2023 - 01/31/2024 Party (LRP) Report: Instructions provided on DSHS 12/30/2023 DSHS Security website under"Local Review Responsible Party": HIV/STD Questionnaire and Security Policies and Authorized User Procedures I Texas DSHS List https://www.dshs.texas.gov/ hiv-std-program/texas-dshs- LRP Report: Biannually hiv-std-program-hiv-std- 01/01/2024 - 07/31/2024 DSHS Security policies-procedures/hiv-std- 06/30/2024 Review security-policies Questionnaire DSHS Contract#HHS001315900002 Attachment C,Reporting Requirements Page 1 of 1 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D HEALTH AND HUMAN SERVICES Contract Number Attachment D CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations,HHS includes both the Health and Human Services Commission(HHSC)and the Department of State Health Services(DSHS). System Agency refers to HHSC,DSHS,or both,that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees(referred to as "Contractor")regardless of their business form(e.g., individual,partnership, corporation). By entering into this Contract,Contractor affirms,without exception,understands,and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals,officers,directors,shareholders,partners,owners, agents,employees,subcontractors,independent contractors,and any other representatives who may provide services under,who have a financial interest in,or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code)as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation,and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code,Contractor is required to make any information created or exchanged with the State pursuant to the Contract,and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a)of the Texas Government Code. Except as provided by Section 552.374(c)of the Texas Government Code,the requirements of Subchapter J(Additional Provisions Related to Contracting Information),Chapter 552 of the Government Code,may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 1 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 5. Assignment A. Contractor shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from System Agency. Any attempted assignment in violation of this provision is void and without effect. B. Contractor understands and agrees the System Agency may in one or more transactions assign,pledge,or transfer the Contract.Upon receipt of System Agency's notice of assignment,pledge,or transfer,Contractor shall cooperate with System Agency in giving effect to such assignment,pledge,or transfer,at no cost to System Agency or to the recipient entity. 6. Terms and Conditions Contractor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation,if any,under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, as well as terms and conditions advanced by Contractor that differ in any manner from HHS'terms and conditions,if any,are rejected unless expressly accepted by System Agency in writing. 7. HHS Right to Use Contractor agrees that HHS has the right to use,produce,and distribute copies of and to disclose to HHS employees, agents,and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHS deems necessary to complete the procurement process or comply with state or federal laws. 8. Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency. 9. Dealings with Public Servants Contractor has not given,has not offered to give,and does not intend to give at any time hereafter any economic opportunity,future employment,gift,loan,gratuity,special discount,trip,favor,or service to a public servant in connection with this Contract or any related Solicitation,or related Solicitation Response. 10. Financial Participation Prohibited Under Section 2155.004,Texas Government Code(relating to financial participation in preparing solicitations),Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 11. Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code(relating to convictions and penalties regarding Hurricane Rita,Hurricane Katrina,and other disasters),the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 2of13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d)of the Texas Family Code regarding child support,Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management(SAM)maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689,Debarment and Suspension,2 C.F.R. Part 376,and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts,if any,if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,"published by the United States Department of the Treasury,Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran,Sudan,or a foreign terrorist organization,as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code,relating to contracting with the executive head of a state agency,Contractor certifies that it is not(1) the executive head of an HHS agency,(2)a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency,or(3)a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code,Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. IIealth and IIuman Services Contract Affirmations v.2.0 Effective August 2021 Page 3 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 18. Franchise Tax Status Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 19. Debts and Delinquencies Contractor agrees that any payments due under this Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 20. Lobbying Prohibition Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract or any related Solicitation are not prohibited by Sections 556.005,556.0055,or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation). 21. Buy Texas Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 22. Disaster Recovery Plan Contractor agrees that upon request of System Agency,Contractor shall provide copies of its most recent business continuity and disaster recovery plans. 23. Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment,then Contractor certifies that it is in compliance with Subchapter Y,Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328. 24. Television Equipment Recycling Program If this Contract is for the purchase or lease of covered television equipment,then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program. 25. Cybersecurity Training A. Contractor represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program. B. Contractor represents and warrants that if Contractor or Subcontractors,officers,or employees of Contractor have access to any state computer system or database,the Contractor, Subcontractors, officers, and employees of Contractor shall complete cybersecurity training pursuant to and in accordance with Government Code, Section 2054.5192. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 4 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 26. Restricted Employment for Certain State Personnel Contractor acknowledges that,pursuant to Section 572.069 of the Texas Government Code,a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 27. No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that,if after execution of the Contract,Contractor discovers or is made aware of a Conflict of Interest,Contractor will immediately and fully disclose such interest in writing to System Agency. In addition,Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest,and Contractor agrees to abide by System Agency's decision. 28. Fraud,Waste,and Abuse Contractor understands that HHS does not tolerate any type of fraud,waste,or abuse. Violations of law,agency policies,or standards of ethical conduct will be investigated, and appropriate actions will be taken.Pursuant to Texas Government Code, Section 321.022,if the administrative head of a department or entity that is subject to audit by the state auditor has reasonable cause to believe that money received from the state by the department or entity or by a client or contractor of the department or entity may have been lost,misappropriated,or misused,or that other fraudulent or unlawful conduct has occurred in relation to the operation of the department or entity,the administrative head shall report the reason and basis for the belief to the Texas State Auditor's Office(SAO). All employees or contractors who have reasonable cause to believe that fraud,waste,or abuse has occurred(including misconduct by any HHS employee,Grantee officer,agent, employee,or subcontractor that would constitute fraud,waste,or abuse)are required to immediately report the questioned activity to the Health and Human Services Commission's Office of Inspector General. Contractor agrees to comply with all applicable laws,rules,regulations,and System Agency policies regarding fraud,waste, and abuse including,but not limited to,HHS Circular C-027. A report to the SAO must be made through one of the following avenues: • SAO Toll Free Hotline: 1-800-TX-AUDIT • SAO website:http://sao.fraud.state.tx.us/ All reports made to the OIG must be made through one of the following avenues: Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 5 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D •OIG Toll Free Hotline 1-800-436-6184 •OIG Website: ReportTexasFraud.com • Internal Affairs Email:IntemalAffalrsReferral@hhsc.state.tx.us •OIG Hotline Email:OIGFraudHotline@hhsc.state.tx.us. •OIG Mailing Address: Otlice of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin,Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response,neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act,Tex. Bus.&Comm.Code Chapter 15; B. in connection with this Contract and any related Solicitation Response,neither I nor any representative of the Contractor has violated any federal antitrust law;and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company,corporation,firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding,investigation,or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affinnations within the five(5)calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract,relate to the contracted or similar goods or services,or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty,then Contractor instead represents and warrants that it has provided to System Agency a complete,detailed disclosure of any such court or governmental agency proceeding,investigation,or other action that would or could impair Contractor's performance under this Contract,relate to the contracted or similar goods or services,or otherwise be relevant to System Agency's consideration of entering into this Contract.In addition,Contractor acknowledges this is a continuing disclosure requirement.Contractor represents and warrants that Contractor shall notify System Agency in writing within five(5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 6 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 31. No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees,agents, or representatives,including any subcontractors and employees,agents,or representative of such subcontractors,have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions. 32. Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code,or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings.Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings. 33. Entities that Boycott Israel Contractor represents and warrants that(1)it does not, and shall not for the duration of the Contract,boycott Israel or(2)the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract,Contractor shall promptly notify System Agency. 34. E-Verify Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system during the term of this Contract to determine the eligibility of: 1. all persons employed by Contractor to perform duties within Texas;and 2. all persons,including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 35. Former Agency Employees—Certain Contracts If this Contract is an employment contract,a professional services contract under Chapter 2254 of the Texas Government Code,or a consulting services contract under Chapter 2254 of the Texas Government Code,in accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that neither Contractor nor any of Contractor's employees including,but not limited to,those authorized to provide services under the Contract,were former employees of an HHS Agency during the twelve(12) month period immediately prior to the date of the execution of the Contract. Health and Human Services Contract Affirmations v.2.0 Ettecthve August 2021 Page 7 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 36. Disclosure of Prior State Employment—Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code,a Contractor providing consulting services who has been employed by,or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct,and complete: 1. Name of individual(s)(Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination;and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above,Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services. 37. Abortion Funding Limitation Contractor understands, acknowledges, and agrees that,pursuant to Article IX of the General Appropriations Act(the Act),to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that,during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program; 2. is commonly owned,managed,or controlled by an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program;or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. The provision does not apply to a hospital licensed under Chapter 241,Health and Safety Code,or an office exempt under Section 245.004(2),Health and Safety Code. Contractor represents and warrants that it is not ineligible,nor will it be ineligible during the term of this Contract,to receive appropriated funding pursuant to Article IX. 38. Funding Eligibility Contractor understands, acknowledges, and agrees that,pursuant to Chapter-2272(eff. Sept. 1,2021,Ch.2273)of the Texas Government Code,except as exempted under that Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion provider.Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272(eff. Sept. 1,2021,Ch.2273)of the Texas Government Code. IIealth and IIuman Services Contract Affirmations v.2.0 Effective August 2021 Page 8 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 39. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment(2 CFR 200.216) Contractor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216. 40. COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code,Section 161.0085(c),Contractor certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to,to gain access to,or to receive service from the Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract. 41. Entities that Boycott Energy Companies In accordance with Senate Bill 13,Acts 2021,87th Leg.,R.S.,pursuant to Section 2274.002 of the Texas Government Code(relating to prohibition on contracts with companies boycotting certain energy companies),Contractor represents and warrants that: (1)it does not,and will not for the duration of the Contract,boycott energy companies or(2)the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract,Contractor shall promptly notify System Agency. 42. Entities that Discriminate Against Firearm and Ammunition Industries In accordance with Senate Bill 19,Acts 2021,87th Leg.,R.S.,pursuant to Section 2274.002 of the Texas Government Code(relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries),Contractor verifies that: (1)it does not,and will not for the duration of the Contract,have a practice, policy,guidance,or directive that discriminates against a firearm entity or firearm trade association or(2)the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract,Contractor shall promptly notify System Agency. 43. Security Controls for State Agency Data In accordance with Senate Bill 475,Acts 2021, 87th Leg.,R.S.,pursuant to Texas Government Code, Section 2054.138,Contractor understands,acknowledges,and agrees that if,pursuant to this Contract,Contractor is or will be authorized to access,transmit, use,or store data for System Agency,Contractor is required to meet the security controls the System Agency determines are proportionate with System Agency's risk under the Contract based on the sensitivity of System Agency's data and that Contractor must periodically provide to System Agency evidence that Contractor meets the security controls required under the Contract. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 9 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 44. Cloud Computing State Risk and Authorization Management Program In accordance with Senate Bill 475,Acts 2021, 87th Leg.,R.S.,pursuant to Texas Government Code, Section 2054.0593,Contractor acknowledges and agrees that,if providing cloud computing services for System Agency,Contractor must comply with the requirements of the state risk and authorization management program and that System Agency may not enter or renew a contract with Contractor to purchase cloud computing services for the agency that are subject to the state risk and authorization management program unless Contractor demonstrates compliance with program requirements. If providing cloud computing services for System Agency that are subject to the state risk and authorization management program,Contractor certifies it will maintain program compliance and certification throughout the term of the Contract. 45. Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799,Acts 2021, 87th Leg.,R.S.,if Texas Government Code, Section 531.102(m-1)(2)is applicable to this Contract,Contractor affirms that it possesses the necessary occupational licenses and experience. 46. Contract for Professional Services of Physicians,Optometrists,and Registered Nurses In accordance with Senate Bill 799,Acts 2021, 87th Leg.,R.S.,if Texas Government Code, Section 2254.008(a)(2)is applicable to this Contract,Contractor affirms that it possesses the necessary occupational licenses and experience. 47. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code,Section 2274.0102(a)(1)(relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure)is applicable to this Contract,pursuant to Government Code Section 2274.0102,Contractor certifies that neither it nor its parent company,nor any affiliate of Contractor or its parent company,is: (1)majority owned or controlled by citizens or governmental entities of China,Iran,North Korea,Russia,or any other country designated by the Governor under Government Code Section 2274.0103,or(2)headquartered in any of those countries. 48. Critical Infrastructure Subcontracts For purposes of this Paragraph,the designated countries are China,Iran,North Korea, Russia,and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure,as defined by Section 113.001 of the Texas Business and Commerce Code,in this state,other than access specifically allowed for product warranty and support purposes to any subcontractor unless(i)neither the subcontractor nor its parent company,nor any affiliate of the subcontractor or its parent company,is majority owned or controlled by citizens or governmental entities of a designated country;and(ii) neither the subcontractor nor its parent company,nor any affiliate of the subcontractor or its parent company,is headquartered in a designated country.Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 10 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D access to or control of critical infrastructure,as defined by Section 113.001 of the Texas Business&Commerce Code,in this state. 49. Enforcement of Certain Federal Firearms Laws Prohibited In accordance with House Bill 957,Acts 2021,87th Leg.,R.S.,if Texas Government Code,Section 2.101 is applicable to Contractor,Contractor certifies that it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103. 50. Prohibition on Abortions Contractor understands,acknowledges,and agrees that,pursuant to Article II of the General Appropriations Act,(1)no funds shall be used to pay the direct or indirect costs (including marketing,overhead,rent,phones,and utilities)of abortion procedures provided by contractors of HHSC;and(2)no funds appropriated for Medicaid Family Planning,Healthy Texas Women Program,or the Family Planning Program shall be distributed to individuals or entities that perform elective abortion procedures or that contract with or provide funds to individuals or entities for the performance of elective abortion procedures. Contractor represents and warrants that it is not ineligible,nor will it be ineligible during the term of this Contract,to receive appropriated funding pursuant to Article 11. 51. False Representation Contractor understands,acknowledges,and agrees that any false representation or any failure to comply with a representation,warranty,or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including,but not limited to,immediate termination of this Contract. 52. False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current,complete,true,and accurate.Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further,Contractor understands,acknowledges,and agrees that any false representation or any failure to comply with a representation,warranty,or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including,but not limited to,immediate termination of this Contract. 53. Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city,county,state,and federal rules,regulations,statutes,codes,and other laws that pertain to this Contract. 54. Drug-Free Workplace Contractor represents and warrants that it shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988(41 U.S.C. §701 et seq.)and maintain a drug-free work environment. IIearth and IIuman Services Contract Affirmations v.2.0 Effective August 2021 Page I 1 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D 55. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 56. Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970,as amended(29 U.S.C. Chapter 15). 57. Signature Authority Contractor represents and warrants that the individual signing this Contract Affirmations document is authorized to sign on behalf of Contractor and to bind the Contractor. Signature Page Follows Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 12 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT D Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor,if applicable(d/b/a or`doing business as') Texas County(s)for Assumed Business Name(d/b/a or`doing business as') Attach Assumed Name Certificate(s)filed with the Texas Secretary of State and Assumed Name Certificate(s),if any,for each Texas County Where Assumed Name Certificate(s)has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First,Middle Name or Initial,and Last Name Physical Street Address City,State,Zip Code Mailing Address,if different City,State,Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Payee ID No.—11 digits Texas Franchise Tax Number Texas Secretary of State Filing Number Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 13 of 13 DSHS,Contract#HHS001315900002 Attachment D,Contract Affirmations DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E io TE X Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective —July 2022 Responsible Office: Chief Counsel DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E ABOUT THIS DOCIrhiENT 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 b oth the Texu Health and Huffman Services Commission(HHSQ 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 bT 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_buu are not limited to: 2 CFR Part 2100, i;niform 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 Cade; Texas Comptroller of Public Accounts' agency rules(including Uniform Grant and Contract Standards set forth in Title 34,Part 1,Chapter 20,Subchapter E.6b ision 4 of the Texas administrative Code),-the Texas Grant Management Standards(TxG-MS)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 Undom Terms and tin chtians—Gnat v3.2 Effective Ja]a 2022 Rage 2 of 24 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E TABLE OF CONTE-NTS ARTIC IE I. DEFDTIIONS A D E%TERPFETI E PRONTSIONS........................... 6 1.1 LIEF -iuom ---------------------------------------------------------------------------.-..-...----------..-....-..-. G 1.2 L'iTER.PR.ETIvE PR0VISIOI%-S...-.--------------------------------------------------------------------.-..-..-. 7 ARTICI E H. PAV- ENT PRO X-I ,IONS.......................................................................... S 2.1 PROMPT R-JiVVENT------------------------------------------------------------------------------------------------ 8 2.2 Toas----------------------------------------------------------------------------------------.--.--..---.----.--...--.... 8 2.3 A-NcTLj-iKv Aisn TRA-%TL E ------------------------------------------------------------------.9 2.4 1111 Ln�G----------------------------------------------------------------------------------------------------------------.9 2..5 USEoFFL-N ............•--................................................------......•--.........................9 2..+6 USE FOR_1LkTC'H PRGHM=------------------------------------------------------------------------------9 2..7 PRoGR.A-NiINco-�fE----------------------------------------------------------------------------------------------.9 2,8 NGNuTPL-�-vrp Ca-------------------------------------------------------------------------------------------------9 2„P L,%DE EcrC: I R.STI= -------------------------------------------------------------------------------------.- 10 ARTIC IE III. STATE AMD FEDERAL RT-NDLNG.................................,....,....,....,..,.10 3.1 ExcEss( ujG--uion PRaHtt=------------------------------------------------------------.-..-.- 10 .2 No DEBT AG-kLSI THE SIATE--------------------------------------------------------------------------- 10 3.3 DE3I .'ANTI DEL ;Quuwcas .----------------------------------------------------------------------.-..-.- 10 3.4 REFL�,TDs Ah-D OIERpvi'31ENZs ------------------------------------------------------------------------- 10 ARTIC.ZE R-. -ALLO .ABL.E COSTS ND ALDIT REQU REEIIENTS..................11 4.1 COSTS------------------------------------------------------------------------------------------.- 11 4.2 AUDITS X-D FL1.ALNCL-IL SI3TEhiF-vrS------------------.......-------------------------------.-.--.- 11 4.3 S”Z-B IIG SI DN of AL-DIIS AND FLS jcNcLu ST3TE. =,T5.................................... 12 ARTIC iE V. II RK TI-,AFFIlR1LITIONS,ASSITCANC-ES AND CERTIFICATIONS...........................................................................................................1.2 5.1 ..--...--.----.--.----.--.. .--...--.----.--.----.--...--.--...--.----.--.. --.. 12 5.2 GE'NERAL AF£mvT on----------------------------------------------------------------------------.-.--.- 13 5.3 FEDER_kL ASSIT,--CLS....................................................................................... 13 5.4 FEDEKkL CERTIFICATIONS-------------------------------------------------------------------------------- 13 5.5 S-r.-,,TE ASSLRANCES-------------------------------------------------------------------------------------------.- 13 HHS Umf=Teems and Cimdibms—Grams tiR 3.2 Effective JuIv 10'" Page 3 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E ARTICLE �1. LNTELLECTUAL PROPERTY.............................................................13 6.1 0WNIR=OF WORKPRODUCI----------------------------------------------------------------------- 13 6.2 GR NTEF`5 PRF-Ems=iG WoRIs------------------------------------------------------------------- 14 6.3 T=P.-�Rry IP.. -------------------------------------------------------------------- 14 6.1 Ac,REEIIF_,,-rs la=Eiinoi=s_-�-'%D SUBC0:t-M ACTORS------------------------------- 14 6.5 DELILTRY T.-PoN TERVE -kno:OR E MkTI0N---------------------------------------------- 15 6.6 St 7 _ L............................................................................................................ 15 6.7 SI-STFmA(:ENcYDAT_k..........................-----------------------------------------------------._.__._ 15 ARTICLE VII. PROPERTY............................................................................................15 i.1 U 5E 01 S-rATE PROPERTY..............--------------------------------------------------------------------- 15 7..2 D_AaL�GE To ST_-�TF PROPERTY........ ----------------------------------------------------------------- 16 7.3 PRoi'ETRTY Rx=c upoN TTr,—NM-_MoN oRUxTuunmor CoNrR cT------- 16 7.4 EQuip'IENT_--\-D PryoPFRTS-------------------------------------------------------------------------------- 16 ARTICLE VIII, RECI)RDRETE:�ZION. AUDIT._AZ'%1? C'O'.�-MENTI.ulTY..... 1, 8.1 REcoFD 14Lku%TEIti--�-10E--�D RETE TioN--------------------------------------------------------- 17 8,2 AGRNC"1'SRIGHIIo ALDFr------------------------------------------------------------------------------- 17 8.3 RESPoNsErCoNIPLLJJ CE ii=ALDITORINSPECnON BISDINGS------------------- 18 8,4 ST3TE ALD1rOR'7 RIGHT To uD T------------------------------------------------------------------ 18 8.5 CONTIDENTL3.LIII............................................................................................... 1S ARTICLE LX, GR.. NT RE_IIEDIES. TERMATION AND PROHIBITED AC-T111TIE-S......................................................................................................................19 9.1 Rn fE s------------------------------------------------------------------------------------------------------------ 19 9.2 TEm Ti ATION FOR C:4�7-LVIE CE-------------------------------------------------------------------- 19 9.3 TERITLN_knoN FOR C�.'CSE ..........__......_...._...._.._...._...._.._._.._...._...._.._._.._...._...._.._ 19 9.1 GRLNTEERESPoNSISmrrYFOR SysTF_-I_ cE-1C.I-'STER_NIi�-kuoNCoC ,IS----20 9.5 LN-HERL,%TLI-RELIC iou5 Ac-==s----------------------------------------------------------------20 9.6 PO=-C-_-kL ACTe-riFs---------------------------------------------------------------------------------------20 ARTICLE N.DDEILVM............................................................................ .................21 10.1 GEN-EfU ,I1 D> UTY.................._......._...._...._.._...._...._.._._.._...._...._.._._.._...._...._.._21 10.2 LNTFLLECTC4L.PRQPERTY---------------------------------------------------------------------------------21 10.3 ADDITT[lnAL B-DE--xL\Try PRar usiom-------------------------------------------------------------.-22 ARTICLE `a. (�EN'ERAL PROIISIONS......................................................................22 11.1 _b END-NIEIrr----....---------------------------------------------------------------------------------------------22 11.2 No N-1Tri Gr_kR-�N-n �------------------------------------------------------------------------------M HITS Unifo®Terms and C:am ditiom—Gr=v 3.2 EfSective JuIv 2022 Page 4 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions-Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E 11.3 QmD AsusE RE.PORT ;c-a =hff-N-rs...................................................... 22 11.4 CtRTMC ATIUN OF-IIEE TING OT Ex(T-zm G TOs--�C c o-FREE NV ORLTL_iCE POLICY NW—BR7%1 SiAI%D- b----------------------------------------------- --------------------------23 11.5 LNStKJ1CE.�- DBoNDs....-------------------------.........----........................................23 11.6 Lnfm-iT o o XurmR1Ti.-----------------.....................................---------------------.-23 11.7 QuNcEiNLkw-sA..N-DComPLLA cE%i $L ------------ -----------------------------.-24 11.5 SL-BC0-YMkCT0RS----------------------------------------- -------------------- -------------------------------24 1L9 PEFNiiTTL;C- T LICE_NstizE--------------------------------------- ------------------------------------24 11.10 b-DEFF-NDENT C'C:,,T3zJ,.0 GR-----------------------------------------------------------------------------24 11.11 C;auw,-c G L.kw ivD ITEiN-LT...................................................................--.......25 11.12 Ev-EF,43a TY'.----------------------------------------------- .--...--.--...........--.------.......------------- 5 11.13 uR-%Tv--�EILFFY---------------------------------------------- --------------------------------------------------- 5 11.14 oRci-WET-RE------------------------------------------- ---------------------------------.....------------- 5 11.15 NO hiPLIED W-AWER OF PROVISIONS---------- --------------------------------- ------------------26 1.1.16 FL-NDitioDiSc'i-=RR _-�--DUBELiNG............................................................26 11.17 Xkii)u�BELE-ksES-----------------------------------------------------------------------------------------------26 11.18 PRoHmmo:,c ON Noir-CoND=RF-sTRiC oms---------------------------------------------26 11.19 WaREIC4zN hwuNzrY----------------------------------------------------------------------------------------26 11.20 L,%TIRE CON-MkCTMODIFic-jmoN----------------------------------------.....------------.-27 11.21 Co>`hTERPARTS------------------------------------------------------------------------------------------------.-27 1.1.2 PROPER ACTHOP.ITI...........................................................................................27 1.1.23 E-VERuyPRo ..--.----.--...--.--...--.----------------------------------------------.--.----.--...--..27 11.4 Cnn Ricars----------------------------------------------------------------------------------------------------.-27 11.25 ENTERPRisE IlsroiairmmuoN NLLNAGEb=SuLNDARDS---------------------------------28 11.26 DLSCZJO-URF-of Lrri -nox.---------------------------------------------------------------------------.-28 11.27 No TBitD PARTY BEtwEFIcuRm5---------------------------------------------------------------------29 11.28 BI11Dwc,EmcT-------------------------------------------------------------------------------------------------29 HHS Vnifom Teems and C'onditb s—Gr mtt r3.2 Effective July 2022 Page3af29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions-Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E ARTICLE I. DEFLNITICINS AND IiVTERPRETIVE PROVISIONS 1.1 D=moNs As used in this Grant Agreement_unless a different definition is specified- or the context clearly indicates other-vise- the follo%4mg terns and conditions have the meanings assigned t edol�: "Amendment"means a written agreement-signed try the Parties-which documents changes to the Grant Agreement- "Contract'-' greement-"Contract''nr"Grant Agreement'�means the agreement entered into by the Parties, imchmhng the Signahue Document-these Uniform Terms and Conditions,along with any attachments and amendments that may be issued by the System Agency - --Delimerables"means the goods,services_ and work prodact-inchuiing all reports and project doctulaentation-reginred to be provided by Grantee to the System Agency- '-DSHS--'mems gency- '-DSHS"means the Department of State Health Senices. "-Effective Date"means the date on which the Grant Agfeement takes of-ect- --Fedefal Fiscal Year"means the period beginning Octobei 1 and ending September 30 each year,which is the anmW accounting period for the United States goo ernment- --G AP"mems Generally Accepted Accounting Principles. `SGASB-.means the Governmental Accounting Standards Board- `Y&antee-means the Party receiving funds imder this Grant Agreement.Dray also be referred to as"subrecipienr or"contractor"in this document. "HHSC"means the Texas Health and Human Sen�ices Commission. "Health and Human Senrices"or'`HHS"includes HHSC and DSHS. "IntellectLud Property Rim"means the t4wldwide 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,senice mark trade dress_trade name-branding,or other indicia of source or origin iv. domain name registrations;and fir. any other proprietary or similar rights.The IntellecttW Property Rights of a Party include all t4wldwide 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- F. means either the System Agency or Grantee, individually- HITS UniRmn Terms and Conditions—G=out v.3.2 Effecmve July 2022 Page 6 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E --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 Agreemrent_ ::Solicitation,"'Funding Announcement"or"Request for Applications(RFA),means the doctument(inchAing all exhibits, attachments, and publislled addenda),issued by the System Agency under which applications for grant fiends)vere requested,which is incorporated by reference in the Grant Agreement for all purposes in its entirety- "Solicitation Response:'or"Applicatio 'means Grantee's full and complete Solicitation response(inchu hng any attachments and addenda),%%bich is incorporated by reference in the Grant Agent for all proposes in its entirety_ --State Fiscal Year'-means the period beginning September 1 and ending August 11 each year,which is the wintial accounting period for the State of Texas. -:State of Iexas Tev n-eF means the Texas Comptroller of Public Accounts- state travel rules-policies,and guidelines- -:Statement of Work"means the description ofactitirities Grantee nnist perform to cumpkete the Project-as specified in the Grant Agreement and as may be amended. ::System Agency"means HHSC or DSES,as 4Thcable --Work Product"means any and all works,including work papers,notes,materials, approaches, designs,specifications, systems, innovations-. improvements, inventions, sofhv..Te-programs- source code-documentation,training materials,audio or audio%isual recordings,methodologies, concepts- studies,reports,whether finished or unfinished, and whether or not inchided in the deliverables,that are developed, produced,generated or prop ided by Grantee in connection i%ath Grantee's performance of its duties under the Grant Agent or through use of any funding provideduunder this Grant.Agreement. --Texas Gant N-Lairgeament Standards-or--TxGVlS"means uniform grant and contract adnuinistration procedures, developed under the authority of Chapter 783 of the Texas GmTmment Code-to promote the efficient use of public funds m local goy nmxnt and in programs requiring cooperation among local state,and federal agencies-Under this Gaunt Agree nt, TxGNIS applies to Grantee except as othemvise provided by applicable law or directed by System Agency. Additionally,except as othm-�-Ee provided by applicable law,m the a nt of a conflict between TxGMS and applicable federal or state law,fmderal law prey-ails over state law and state law prevails o-vff TxGNPi. 1? IN=REM-E PROVISIONS A- The memmgs of defined terms mchtde the singular and plural forms. S- The words"hereof;""herein" -°hereumder-"and similar%�wds refer to this Grant Agreenrnt as a whole and not to any particular provision_ section,attachmmt,or schedule of this Grant Agreement unless otherwise specified.- C- The term Irichxliling"is not limiting and means"including without limitation"and, unless otherwise expressly promded in this Gant:Veenrmt, (i)references to contracts HES Unif=Teems and C'onditk —Grant v.3.2 Effecti3-e Jul}2022 Page 7 of 3g DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E (inchlding this Gant Agreement)and other contractual instnlments shall be deemed to include all subsequent Amendments and other modifications_but only to the extent that such Anx dnient5 and other modifications are not prohibited by the terms of this Gant 4greearnt, and(ii)refferences to any statute or regulation are to be constmed as including all statutory and regulatory provisions consolidating,amendding-replacing- supplementing or interpreting the statute or regulation- D- Any references to agreements, contracts,statutes- or administrati ve rules or regulations in the grant Agreemmt are refereuces to these docttawnts as amended,modified, or supplemented during the term of the grant Agreement. E. The captions and headings of this Gfant Agreen.ealt are for convenience of reference only and do not affect the interpretation of this Grant Agreement- F. 411 attacl.mmts, including those incorporated by reference,and any Amendments are considered part of the terms of this Gant 4greement. G- This Grant.Agreement may use se-.,Tral different limitations-regulations,or policies to regulate the sante or similar matters_All such limitations-regulations,and policies are cumulative. H- Unless othenx ise expressly provided,reference to any action of the System Agency or by the Systems.Agency by way of consent, approval- or waiwf 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_discrepincy,omission, or other error_If Grantee fails to notify the System.Agency desi gllated contact of any ambiguity, conflict,discrepancy,omission or other error in the Grant Agreement prior to Gantee's execution of the Grant Agreement,Grantee: i. Shall Lave wai�Ted any claim of error or an.biguity in the Gant 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 ti.nre by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission_ or other error or its later correction- ARTICLE IL PAYMENT PROVISIONS 2.1 PRmfn Rwuuvr Paynient skall be made in accordance with Chapter 2.251 of the Texas Gnw:ument Code- comnu ly known as the Texas Prompt Payvaent Act_Chapter 2251 of the Texas Crm,errLmew Code sliall govern remittance of paynrut and remedies for late payment and non-part. 2.2 TkxTs Grantee represents and tawrants that it shall pay all taxes or similar amounts resulting fia>m the Grant Agreement-inchiding_but not limited to, any federal- State- or local income,sales or excise taxes of Grantee or its employees. System Agency shall not tv liable for any taxes resulting from.the Gant Agreen.ent. HE-15 Vaifoim Terms and Condit ms—Cnamt ti--3.2 F=ffective Jul}2022 Page o€39 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions-Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E 2.3 �iCIIE�h1I _ �� Si��T � SES A. Except is atherwise provided in the Grant Agreement.no ancillary expenses incrnTed by the Grantee in connection with its provision of the services or deliverables will be reinsbuused 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 reimbuu5 meat of trawl expenses is authorized by the Grant Agreement_ all such expenses will be reimbursed in accordance k0h the rates set by the Texas Comptroller's Textron-1 guidelines_which can currently be accessed at: haps:;`fn _cpa.teas_gov,`fmx travel`textraweti`. 2.4 Bnip G Unless otherwise provided in the Crrant Agxeement_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 followw,ing 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 FL-�%ZtS Grautee shall expend fimds under this Grant Agreement only for approved sen.�iccs and for reasomble and allot,-able expenses directly related to those senrices. 2.6 USE FOR NL�TcE ftomi FrED Grantee shall not use funds pro-vided under this Grant:agreement for matching purposes in securing other fimding without the iwntten approval of the System:agency. 2.7 Pitc�cR-mLNc-oxFF Program income rears to grass inconte directly generated by a suupporkag activity chmug the period of performance.Unless othertivise requiredumder the C;r=Agreement, Grantee shall use Program Income,as provided in TxGMS,to further the Project_and Grantee shall spend the Program Income on the Praj ect. Grantee shall identify and report Program Income in accordance with the Grant Agreement_applicable law_and any progrannittic guidance. Grantee shall end Program Income duuing 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 fiuture funding,lewTls,in part. upon Grantee's proficiency in identifying_billing. collecting_ and reporting Program Income_ and in using Program Income for the purposes and tutder the conditions specified in this Grant Agreement_ 2.9 NoN�,t-PPz<-_N-rr{G Groat fLutds const be used to supplement existing_new or corresponding program iiiag and related activities. Grant funds may not be used to supplant(replace)existing fiends that hm..e been appropriated allocated or disbursed for the sYame purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. HITS Uniloam Terms and Coast*ns—Cmaut v,3.2 Effective Jul}2022 Page 9 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E 2.9 LND=c`r C'CrT K.TEs The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Gant Agreen7m ts.For subieapients receiving federal funds,indirect cost rates will be determined in accordance vA1th applicable law lnchmdmg_but not limited to, 2 CSR 200.414(f). For recipients recei�,mg 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 bath state and federal regwemmts when. determining indirect casts. In the event of a conflict between TxGMS and applicable federal lava or regulation the provisions of federal law, or regulation will apply.-Grantee urill provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance(UGG)and TxGMS. ARTICLE III. STATE A-N-D FEDERAL FL-N-Dn.-G 3.1 Exc'E55 OBLIG TIONS PROIUBITFD This Grant Agreement is subject to termination or cancellation %kithout penalty to System Agency_either in whole or in part, subj ect to the mailability and actual receipt by System Agency of state or federal funds- System Agency is a state agency those authority and appropriations are subj ect to actions of the Texas Legislature.If System Agency becomes subject to a legislatiiT change,revocation of stahmtory authority,or lack of appropriated fimds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement inmpossible or unnecessary, the Grant Agreement Mil 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 ivill not be rewired to give prior notice.Additiouaally_ System Agency N111 not be liable to Grantee for any r aem_mn g unpaid funds umder this Grant Agreement at time of termmation- 3.2 NoDiEBIAGAIItiSTIHE SI_SiIE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas_ 3.3 DEBI5 42\zrD1: ,QT.ENcIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency uency it has to the State of Teslas 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 REFI-.,�DS_SND O'%uu mjiE -rs 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)-1 or(ii)require Grantee to promptly refund or credit-urithin thirty(30)calendar days of written notice— to Sy°stenm kmiw any fimnd_ erroneously paid by System:agency which are not expressly authorized tuider the Grant Agreement— HE-IS Uwdra Terms and Condit iam—G mt v.3.2 Effecme July 2022 Page 10 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E B. ` erpayments"as used in this Section include payments(1)made by the System Agency that exceed the maxmnw1 allowable rates;(u)that are not allowedunder applicable laws,rules_or regulations;or(iii)that are otllen-ise inconsistent with this Gant .Agreement_including any unapproved exp€nditmes_Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audits)of funds received under this Grant Agreement_ Grantee further understands and agrees that reimbiusement of s12ch disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made mailable to Grantee under this Grant Agreement. ARTICLE IN'. ALLONVABLE COSTS AND AUDIT REQUIREMENTS 4.1 A-nom,oLz Cosrs A_ Allowable Costs are restricted to costs that are alnhorixed under Texas Uniform Grant Management Standards(TxGMS)and applicable state and federal rules and laws.This Gant Agreement is subject to all applicable requirements of TxGNIS_including the criteria for Allowable Costs_Additional federal regtfirements apply if this Grant Agreement is funded,in t�thole or in part,with federal funds_ B_ System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by twee in performing the Proj ect,provided the costs are sufficiently documented. Grantee nnrst Lave incurred a cost prior to claiming reimbursement and within the applicable terns to be eligible for reimbursement under this.Grant Agreement.At its sole discretion the SystemAgency wrill det�ennine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup)from remaining fiends a-vailable wider this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Gant Agreement are subject to applicable cast principles,audit requirements,and administrative requirements including applicable provisions under 2 CFR 200,48 CFR Part 31_and TxGMS- C_ O1VB Circulars will be applied with the modifications prescribed by TxG.%IS with effect gi,,\en to whichever provision imposes the more stringent requirement in the event of a conflict 4.2 A[DTTS,_'LNm FP;-k- C:LjLL SIA EX ENTS A_ Audits i_ Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal lave-or regulation or added by this Grant Agreement ii_ HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Farm If Grantee fails to complete the farm within thirty(30)calendar days after receipt of notice,Grantee maybe subject to sanctions and remedies for non-compliance- iii. If Grantee_Mthin Grantee's fiscal year_ expends at least SEVEN HLJNDRED FIFTY THOUSAND DOLLARS($750,ODO)in federal funds a%a^arded,Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200_ The federal HIi5 Uniform Terms and C:owhboos—Giant v,3.2 EffectLve Jul}2022 Page 11 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E threshold amount includes federal ftmds passed through by way of state agency awards. iv_ If Grantee,vathin Grantees fiscal year_ expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS($750,000}in state fands awarded, Grantee shall have a single audit or program-specific audit in accordance%pith TxGMS. The audit must be conducted by an indepeadmi certified public accountant and in accordance%pith 2 CFR 200,Government Auditing Standards, and TxGMS. v- For-profit Grantees whose expendihues meet or exceed the federal or state expmdihue thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS,as applicable,for their program-specific audits_ Each Grantee required to obtain a single audit must competiti'My re-procure single audit senrices once every six years.Grantee shall pro=audit services in compliance with flus section- state procurement procedures,as well as with applicable provisions of 2 CTR 200 and TxGMS_ B_ Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or progranl- specific audit_numst provide financial statements for the audit period_ �.3 SL�I�II55gU�OF ALZ}1T5_�1Z}FLv�1 C:Ly.L SI iTFh�ti75 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 aria: i_ HHS portal at https:;',"hhspaztal_hhs_state.t cus,heam-4rebextr.hhscSau or. ii_ Email to: single audit reportfbhsc.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-,ia: i_ HHS portal at https::',"bhsporral_hhs.state.tx_u&.'heam-�,ebextrihhsc Sall;or_ ii_ 'Email to: single audit report hhsc.state.tx.us. ARTTC'LE V. W.ARR-ANTY,AFFIKUXTTCINS, ASSUTUNC'ES AND C'ERTMC:ATICINS Grantee i4urrants 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 induce; shall conform to or exceed the specifications set forth in the Giant Agreement:and all deliverables shall be fit for ordinary use,of goad 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 i4wk; ii. Reftmd any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therem4ith,require Grantee to accept the return n of such work-, and, HIES Unif=Terms and Con&bans—Grout v,3.2 Effemix July 2022 Page 12 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E in. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requireulents. 5.2 GFNERU AFFIRMATIONS. Grantee certifies that, to the extent affumations are incorporated into the Grant Agreement_ the grantee has rndev�-ed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDEK--L A, si-R'ANCES Grantee further certifies that, to the extent federal asnuances are incorporated into the Grant Agreement,the Grantee has revieived the federal assurances and that Grantee is in compliance with all retpairements. 5.4 FEDER.�I.CERTMC AIIOM, Grantee further certifies that,to the extent federal certifications are incorporated into the Grant Agreement,the Grantee leas reviewed the federal certifications and that Grantee is in compliance with all resp remtents. In adchtiori Cfantee certifies that it is in coni lance with all applicable federal laws_riles_and readatiolls_as they may pertain to This Grant A Tenx!+rr. 5.5 STATIE.USURINCES Except to the extent of any conflict under applicable law or regriire7<ments or gilideliaes of any federal awarding agency from which fimdmg for this Grant Agreement ongimited the Grantee must comply with the applicable state assivances included within the TxGNIS which are incorporated here by reference_ ARTICLE VI. INTELLECTUAL PROPERTY 6.1 0vw-\EKof WorK PR0DT- :T A_ All right,title,and interest in the TWork Product_inclmvding all Intellectual Property Rights therein,is exclusively owned by System Agency. Grantee and Grantee's employees will have no rights in or oi�mership of the Work Product ori any other property of System Agency. B_ Any and all Work Product that is copyrightable imder United States copyright law is deemed to be--work made for hire"owned by System Agency, as p o-„ided by Title 17 of the United States Code. To the extent that Rork Product dens not qualify as a"work- made workmade 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 m and to the Work Product_ imchxhag any and all Intellectual Property Rights embodied therein or associated therew,itli and in and to all%�wks based upon_ derived from,or incorporating the'Work Product.and in and to all inconme.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 connghts,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. HHS L-tform T3T'1< aad 0 mditiaos—Gmat V_3.2 =ffec sive July 2022 Pate-2-of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E D. In the eveat that Grantee has any rights in and to the Rork Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, i4wldwide,royalty-free,transferable, irrevocable,and perpetual license,with the right to sublicense,to reproduce; distribute-modify-create denvatum 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 Warks or Third Parte IP that are incorporated in the Work Product by Grantee-Grantee shall provide System Agency access during normal business hours to all Grantee matem-ds. premises, and computer files containing the Work Product. 6.2 GR--N-nE'SPRF-E-vsTDoX%-oRK A. To the extent that Grantee incorporates into the'Work Product any works of Grantee tLat were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement C"Inculporated Pre-enStingLarks",Grantee retains ot4uership of such Incarprrated Pre-existing Works. B- Grantee hereby grants to System Agencyan irrevocable,perpetual,non-exchisive, royalty-free,transferable,worldiOde right and license-with the right to sublicense- to use,reproduce,modify-copy-create derivatiiv works of.pubhsh-publicly perform and display, sell,offer to sell-make and have made, the Incorporated Pre-e3isting Works- in any medium with or without the associated Work Product- ["- 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- emsting Works to System Agency- 6.3 TB D P -r IP A. To the extent that any Third Party IP is inchuded 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,peapetual,non-exchisive, worldwide-royalty-free right and license; for System Agency's internal business or governmental purposes only; to use reproduce,display,perRmii,distribilte copies of and prepare dem,ative%4 orks based upon such Third Party IP and any deTn,ative 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-Wofk-Product if such materials inchude 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 Ac-REFNa-Nzs RTra EmmonE jN-D SL-sc-c%-rF--1.cio 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 11,Intellectual Property- HIES Undo¢m Terms and Conditions—Grout v.3.2 Effective Jul}2022 Page 14 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E 6.5 IDFs TKY i-PoN TFK �.uoN OR Ex-PiKkuo No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agmcy's request,Grantee shall deliver to System Agency all completed,-or partially completed,Work Product,including any Incorporated Pre-existing Works-and any and all versions thereat:. Grantee's faihire to timely deliver such Work Product is a material breach of the Grant Agreement.Grantee%� ll not retain any copies of the W,ork-Product or any documentation or other products or results ofGrantee s activities under the Grant Agreeemmt w ithout the prior written consent of System A. -v. 6.6 ST-m-n,iL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SysTn i AGExc y D-kI.k A- As betwe m the Parties_all data and information acquired,accessed-or nilade a�Bailable 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 prmiding data processing services in connection with Grantee's pe fmmance hereimder(the"System Agency Data')_is o-amed solely by System Agency. B- Grantee has no right or license to use, analyze- aggregate, transmit, create derivatives of- copy, f- copy,disclose,or process the System Agency Data except as reginred for Grantee to fidU its obligations under the Gr.ant Agreenvmt or as authorized in advance in writing by System Ak ~y. C- For the avoidance of doubt,Grantee is expressly prohibited from using,and from permittuig any third party to use, System Agency Data for maarlwxting_research,or other non-gcnimmental or comaxrc-ial purposes,ivithout the prior u-ritten consent of System :agency. D- Grantee shall make System Agency Data available to System Agency,including to System Agency's desisted vendors,as directed in writing by System kency. The foregoing shall be at no cast to System Agency. E. Furthermore,the proprietary nature of Grantee's Systems that Process- Store-collect, and, trams ut the S-Ystem Agency Data shall not excuse Grantee-s performamce of its obligations herexmder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited frons using State Property for any pxupose other than perfor yg Services authorized under the Grant Agreement- B- State Property inch_but is not limited to, System Agency's office space, identification badges, System Agency information technology egLApnlent and networks (ag., 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 Nem ork(V13N client)),and any other resources of System Agency. HITS Uniform Terms and C anditiGm—G mt v-3.2 EffectuL a July 1)22 Page•15 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E C_ Grantee shall not remove State Property from the continental United States. In addition Grantee may not use any computing de-ice to access System Agency's nenvorlti or e- mail while oirtside of the continental United States_ D_ Grantee shall not perform any maintenance services an State Property unless the Granit Agreeatent expressly awhorizes such Senices. 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 Systema Agency within ten(10)calendar days of Grantee's receipt of System Agency's notice of amoimt due_Use of State Property for a purpose not authorized by the Grant Agreement shall comtitute breach of contract and may resullt in termination of the Grant Agreement and the ptusuit of other remedies mailable to System Agency under contract; at law,or in equity- 7.2 D NLIGZ TO STATE PROPERTY A_ In the in`ent of loss,destnlction_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 Skate of Texas for the full cast of repair, reconstruuctim. or replacement of the last; destroyed,or damaged property. B. Gdantee shall notlfy System Agency of the loss,destnlction,or damage of equipment or property Mthin 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 Sy.tem Agency's notice of amount due. 7.3 PROPERTY FSI cH-rSL PoN TF-R mi--k o oR ExTm-rio DF CoN-n c r In the e�,ew the Grant Azreenwnt is terminated for any reason or expires,State Property remains the properr}of the System Agency and nuist be rehrned to the System Agency by the earlier of the end&;te of the Grant Agreernent or upon System Agency's request. '.4 EQLiPN ,-r-�ZF PRoPERT4' A The Grantee must ensure egtnpment with a per-emit cost of$5;000 or greater purchased with grant funds under this au�nrd is used solely for the purpose of this Grant or is properly pro-rated for use imder this Grant. Grantee nmst have control systems to pre-.rent loss, damage_or theft of property fimded under this Grant_Grantee shall maintain equipment=agement and inventory procedures for equipment_whether acgtrired in part or whole with grant funds;imtil disposition occurs_ B. 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 nuisk properly dispose of the equipment pursuant to 2 CTR and-or TxGMS,as applicable. Upon t nnination of this Grant Agreement; use and disposal of equipment by the Grantee shall conform with TxGMS req iirements_ G Grantee shall initiate the pturch..ase of all equipment apprm.Td in writing by the System Agency in accordance with the schedule approved by System:agency,as applicable. HIES VniR=Terms and Condaims—Grout x-.3.2 Effective Iuly?022 Page 16 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E Faiih>fe to timely initiate the purchase of equipment may result in the loss of availability of funds for the puuchase of equipment. Requests to puuchase pretiricusly approved equipment after the fust quarter in the Grant Agreement must be subnli tted to the assigned System Agency contract manager_ D. Controlled:assets include firearms,regardless of the acquisition cost, and the follovdrig assets with an acquisition cast of$500 or mare,but less than$5,040: desktop and laptop computers(including notebooks, tablets and similar devices),non-portable printers and copiers, emergency management equipment_ comnumi cation devices and systems. medical and laboratory equipment. and media equipment. Controlled Assets are considered supplies. E System Agency funds midst not be used to purchase buildings or real property x0thout prior written approval from System:agency_Any costs related to the iinitial acquisition of the buildings or real property are not allowable withrnrt imtten pre-approval- ARTICLE VIII. RECORD RETENTION, AUDIT,A_N-D CONFEDENTLA-LITY 8.1 REc-oaD.IiAr,.-rEti icy A�-DRFT -noN .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 Aiuditor's Office_the United States Go'wnm nt_and their authorized representati ws sufficient information to determine compliance with the terms and conditions of this Grant Agreentent and all state and federal rules,regulations. and statutes_ B_ Grantee shall maintain and retain legible copies of this Brant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal doctmimts adequate to ensure that claims for grant fund are in accordance with applicable State of Texas requlire9meats. These records shall be maintained and retained by the Grantee for a rainirrnum of seven( years after the Grant Agreement expiration date or seven(7)years after all audits, claims, litigation or disputes involving the Grant Agreement are resolved WLAchesrer is later. 8.1 ADEN cy-'S RimT IO At-Drr 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 pertains 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 aces 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 authorised representatives_as well as duly authorized federal, state or local authorities,unrestricted access to and the fight to examine any site MwTe 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 prmiding the funds_the Comptroller General of the United States_the General :accounting Office. the Office of the Inspector General,and any of their authorized HITS Vaifo¢m Terms and C ondiwas—Grant v_3.2 Effecme Jul}2022 Page 13 of 2.9 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E representati-i,es. In addition. ageucie:s of the State of Temas that shall ha-ve a right of access to records as described in tlus section include:the System Agency, HHS's contracted uaminers; the State Auditor's.Office" the Office of the Texas Attorney General_and any successor agencies. Each of these entities may be a duly attthorizad authority" C', If deemed necessary by the System:agency or any duly authorized authority, for the ptupose ofmiestigation or hearm& Grantee shall produce original doctunents related to this Gant Agreement. D" The System Agency and any duly authorized authority shall have the right to audit billings bath before and after pa�mient" and all documentation that substantiates the billings" E. Grantee shall include this provision concerning the right of access to"and exra +nation of,sites and information related to this Grant Agreement in any Subcontract it awards. S,3 RFSPONSEI�C?��LL��C�1iITI�AL�ri OR II�SPECTID�FE��>�G5 A. Grantee nnist act to ensure its and its Subcontractors'compliance ix ith 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;re,riew,or inspection of the Grant Agreement and the sertrices. and Deliverables protivided.Any such correction will be at Grantee's or its Sdxontractor's sole expense"Whether Grantees action corrects the noncompliance shall be solely the decision of the System Agency" B" As part of the sengces,Grantee must prm,ide to HHS upon request a copy of those portions of Grantee's and its Subcontractors'internal audit reports relating to the senices and Deli�wables provided to the State under the Gant Agreement. 8.4 SI-IE ArDrro s,RIGH To Aum-r The state auditor may conduct an audit-or investigation of any entity recenmg finds from the state directly under the Grant Agreement or indirectly thramrgh a subcontract tinder 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 legislature 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 iavestigation by the state auditor nnwst provide the state auditor with access to any information the state auditor considers relevant to the imTstigation or audit. 8.5 C oNT DE�,-rLlkury Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent,any System Agency information inchtding but not limited to System Agency's business activities practices, systems,conditions and services. This section will survive termination or expiration of this Gant Agreement. This requirement must be included in all subcontracts atxwded by Grantee" HIiS Unifom terms and CondLt ms—[meat v,3.3 `.'e=tiIE July 2022 Page 18 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E ARTICLE LN. GR.-N1T RENlEDIES, TER-NII' ATION AND PROHIBITED AC:TINTTIES 9.1 RF--NlFDTFs A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agencyresen�es the right to hold Grantee accountable for breach of contract or sti standard performance and may take remedial or correcti�.T actions_ inclldwg�bit not limited to the following: i_ temporarily txithholding cash disbursements or reimbursenrnts pending correction of the deficien.7, ti- disallowing or denying use of fiends for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbLusement that may rerYuire a partial or whole rettuu of pre'nous P,a�ments cr reimbursements:' iv_ suspending all or part of the Gramt Agreement; v. requiring the grantee to Mae specific actions in order to remain in co-ntpliamce with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii_ stupenfting, limiting or placing conditions on the Grantee-s continued performance of the Project; viii. prohibiting the Grantee from recei,•ing additional frmd_ for other.grant programs administered by the System Agency until satisfactory compliance resolution is obtained: ix- withholding release of new grant agreements;and x_ intpasing any other remedies, sanctions or penalties authorized under tli s Grant Agnmrnt or permitted by federal or state stahrte, law_regulation or rule_ BL Unless expressly authorized by System:agency, Grantee may not be entitled to reimbuusenrrt for expenses incurred chile the Grant Agreement is suspended. C No action taken by System Agency in exercising remedies or imposing sanctions i�-ill constitute or operate as a waiver of any other rights or remedies available to System :agency under the Grant Agreement orptusuant to law. Additionally,no action taken by System Agency in exercising remedies or innposing sanctions willconstitute 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 Mule the Grant Agreement is suspended or after tertinatiom 9-1 TF>-.mono,,Fox Cw%i-= c>= The System Agency may terminate the Grant Agreement- in whole or in part,at any time when. in its sole discretion,the System Agency detenamines that to rniumtion 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 ternmination- 9.3 TEK%jr� IioN E'OR C-►rsiE A- Except as otherurise pr(naded by the U S.Bankruptcy Code,or any successor Law, the Systemxi.kgency may tmuinate the Grant Agreement Yin%%bole or in part-upon either of the folloi4 ing conditions: HEU Uuif=Terms and ConditWm—Gramt ti-_3.2 EffectNne July 2422 Page 19 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E i. _Material Bivach The System.Agency may Terminate the Grant Agreement- m u�llole or in part,if the System Agency deterries,in its sole discretim that Gante�e has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules-regulations or orders of any public autluority kngng jurisdiction,whether or not such violation prnents or sribstantiallyin4m;rs 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 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 Mainvdn Financkil Viability The iabilits- The System Agency-may terminate the Grant Agreement if the System Agency,in its sole discretion determines that Grantee no longer maintains the fmmcial viability rewired to complete the senices and deliwrables, or othmvise frilly perform its responsibilities under the grant Agreenriat. B- System Agency-will specify the effertiw date of such ternilit tion in the notice to Grantee. If no effective date is specified,the Grant Agreement will tenni to on the date of the notification. 9.4 GR',NTEE RESEoNsiBII ry FoR Sx-,mi AGE-Nc Y's TERNM ATION C DSTS Ef the System Agency terninates 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 proctuing a substitute grantee and the cost of any claim or litigation attrib sable to Grantee's faihue to perform any Liwk in accordance with the terms of the Gant Agreement. 9.5 E',,-BiRE-,%TLI RELIT—io s AcT ma, Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing,scripture study,or worship. Grantees may engage in inherently religions 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 Prantees,not just faith-based organizations. 9.6 PoI_arlcAI Acm=Es, Grout funds cannot be used for the folloaring actrAties: A- Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant fluids directly or indirectly for political purposes, inchuding lobbying, advocating for legislation,c-aan:4iaignmg for, endorsing, contributing to, or othem-ise supporting political candidates or parties,and votes registration campaigns. Grantees may use prig-ate-or non-System.Agency money or contributions for political Purposes but may not charge to,or be reimbiused from System Agency contracts or grants for the costs of such acti,,Yties. B- Gant-funded employees may not use official authority or influence to achieve any political purpose and grant funds caiwot be used for the salary,benefits, or any other compensation of an elected official- HITS UaifD m rerms and CondLtLms—Gmtv.3.2 Effective July 2022 Page 20 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E C'_ Grant fiords may not be used to employ-in any capacity, a person who is required by Chapter 305 of the Texas Gowrnnwnt Cade to register as a lobbyist.Adiditionally_grant fiords 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 Go wrn�nt Code to register as a lobbyist. D_ As applicable, Grantee will comply viqth 31 USC § 1352,relating to the limitation on i>se of appropriated ftmds to influence certain Federal contracting and financial transactions_ ARTICLE X. INDE_1L1-ITI' A. GRANTEE SHALL DEFE-ND.LN-DEILNffI k\DHOLD HARMLESS THE STATE OF TEXLkS ANS SYSTEM AGENCY-,AND-'OR THE IR OFFIC ERS, AGENTS,ENIPI.OYEES,REPRESENTATIL-ES, CONTR-A(TORS. ASSIGNTES.A-\D.,'OR DE,SIG-XTES FROM_ -N-Y XND ALL LLkBIL.ITY, ACTIONS, C-.AUCs,DE1iAN S, OR SITI S.AN-ALL RELATED COSTS, ATTORNEYS'FEES.AND INTENSES-ARISING OiT OF OR RESiZTLNG FROM ANY ACTS OR OIIISSIONS OF GRANTEE OR ITS AGENTS, EMPLOITES.SI-BCONTRACTORS.ORDER 11-.FI=RS, OR SUPPLIERS OF SUBCONTRACTORS V THE ENTCITION OR PERFORNLANCE OF THE GRANT AGREENIElN7 AND ANY PURCHASE ORDERS ISSI'ED i-TDER THE GRANT AGREEIIEN-T. B. THIS PARAGRAPH IS NOT IN`--\`DED IO AND NAII.L NOI BE CONSTRI-ED TO REQI-ERI GRANTEE TO LNTDENLN-ffY OR HOLD H-AR1II.ESS THE STATE OR THE SYSTE-I AGENC I-FOR—N-Y CT._AIALS OR LLABILITIES RESI'LIr�G FRO-11 THE NTC:LI GE NT AC T S OR OMISSIONS OF THE SYSTEM AGENCY OR ITS E-1IpLC11TES. C. For the avoidance of doubt,System Agency shall not indemnify Grantee or any other entity-under the Grant Afreement. 10.2 IN- Eu.Ec'raA.PRoPERTi- GRANTEE SHALL DEFEND, INDE_ILNTFY..AN-D HOLD HARMLESS THE SYSTEM ADEN C —ANT THE STATE OF TEXAS FROM A_N-D AGAINST AST AND ALL CIALIIS. ZC)L ATION .:IdISAPPP4OPRIAIION S, CDR LNTRLtiGENIENI OF AN-'PATENT, TR.ADE11ARK C:OPIRIGHT. TRADE SEC:REI.OR OTHER LNTELLEC:TiAL PROPERTY RIGHTS A_N-D?OR OTHER LNT_�N GEBLE PROPERTY.. PUBLIC-FFY OR PRI'VAC-1-RIGHTS_,AND?OR IN C ON-NTC TION NATFH OR ARISPiG FROM: L THE PERFORMANCE OR ACTIONS OF GMANTEE PITRSLT.ANT TO THIS GR-kNT AGREE)LENT; ii ANY DELR-EK- BLE,11-ORK PRODUCT, CONTIGI'RED SERA ICE OR OTHER SERNTCE PROVIDED HEREI�DER;N-D.OR k S`VSTENI AGEN CI"S_ ND!OR GRANTEES ITSE OF OR ACQUISITION OF ANT-REQUESTED ESTED SERATC.IS OR OTHER FFEMS PROVIDED IO S`VSTENI AGENCY 13Y GR.AN'TEE OR OTHERIIISE TO�NHIC.H SYSTENI HITS Uniform Terms and Conditions—Gnmt vc 3.2 Effective July 2022 Page 21 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E AGENC I-IL S ACCESS AS A RESiZT OF GRA-NTEE'S PERFORNLA. CE 1-NDER THE GRA_NTI AGREEME_NTI. 10.3 ADDrrioN.0 L,,DD P>{(msioNs A. t R--NTEE AND SYSTE.11 AGENCY-AGREE TO FURNISH TLIYELY WRITTEN NOTICE TO EACH OIHER OF ANY LN-DEWSTTY CI-ADL GR--NTEE SHALL BE LLABLE TO PAY ALL COSTS OF DEFENSE, LV CLUDL�G ATIORNEYS'FEES, S. IHE DEFENSE SHALL BE COORDINATED BY THE GR_A_NTEE 11TIH THE OFFICE OF THE TE4AS ATTOWNEY GENTRAL 11-HEN TENAS STATE AGINCIES ARE N_AIIED DEFEND_-N7S IN_ 'LAWSLTT_k\Il Gly-_*TEE 'NLS Y NOI AGREE TO ANY SETTLE--NI£NT�AITHOLT FIRST OBT. F�G IHE CONCTR.RENC:E FROII THE OFFIC E OF THE TEXAS ATTORN-EY GENE FLU. C. GK-0 TEE SHALL REIMBURSE SYSTE.l1 AGENCYA-NDTHE STATE OF TEXAS FOR ANY CIADI.S.DA_1LIGES, COSTS.ENPENSES OR OTHER z0IOL TS.r C=DD G, B171 NOT LDJ11TED TO,ATTORNEYS-FEES ANS COURT COSTS,ARISr G FROM ANY SUCH CI.ALIL IF THE SYSTE11 AGENCY DETER-11LN"ES THAT ACONFLICT E_VSTS BET"IEN ITS DTERESTS-AND THOSE OF GRANTEE OR IF SYSTEM AGENCY I:S RE iTRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL. SYSTEM AGENCY IN-ILL BE PER11ITTED TO SELECT SEPARATE COUSSEL_XD GRAZi TEE SILUI PAS-ALL REASONABLE COSTS OF SYSTEM AGENCI"S COUNSEL. ARTICLEE XI. GENERAL PROVISIONS 11.1 AN Except as othen-�&e expressly provided_the Grant Agreement niav only be amended by a written Amendment executed by Moth Parties. 11.2 NoQ'U.�_Y=G KR ,N=ES The System Agency makes no guarantee of volume or usage of work tuxder this Gi wt Agreement_All w-ork requested may be on an irregular and as needed basis throughout the Gnmt Agreement term. 11.3 Cm D ABusE ltEPoRTIlSG liEQ1.71{El6fL-N,rs A Grantees shall temply%pith child abuse and d reporlang requirements m Texas Fatamly Cade Ch2pter 2.61. This section is in addition to and does not supersede my other legal obligation of the Grmtee to report child abuse_ B_ Graotee shall use the Texas Abuse Hotline Website located at haps:;' �� _tabtasehotiine.orgin DeLtult.aspx as requiredby the System Agency. Grantee shall retain reporting docimwnrtation oa site and make it available for inspection by the System Agency- HITS Unif=Teems and Cond=m—Gram%.3.2 Effective Jul}2022 Page 22 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E 11,4 CERTIFIC_k IOItiOF'-% ErrriGoRE,-%-(:EEDDic;ToB-kc-co-LSF)Voij%yi..-kcEPoiic,' AIItiT�ttT►r Sr_���_�xns A. Grantee certifies that it has adapted and enforces a Tobacco-Free WorkTlace Polio that meets or exceeds all of the following minimum standards of i_ Prohibiting the use of all forms of tobacco products_ inchiding but not limited to cigarettes, cigars,pipes,water pipes (hookah),bilis,lzeteks, electronic cigarettes, smokeless tobacco; snuff and chewing tobacco; u_ Designating the property to i41lich this Policy applies as a"designated area,"which must at least comprise all buildings and structures inhere activities fimdedimder this Grant Agreement are taking place,as ii ellas Grantee owed, leased or controlled sidewalks_parking lots,waflm ay-s, and attached parking structures immediately adj scent to this designated area.; iii. Applying to all employ and Asitors 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.; Ln iTu-Nci_'_N-D BONDS Unless odxnk°ise specified in this Cznfmct_Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper ftiffillment 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 iv.ithm the industry as determined by the Sy-stem Agency. Grantee shall prmade evidence of imivan e:as required imder this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and :tent 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 tears 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 teen of this Contract.Grantee r n st produce renewal certificates for each type of coverage In addition_if required by System:agency_Grantee nnist obtain and haNe on file a blank=et fidelity bond that indemnifies System Agency against the loss or theft of any grant fiords_ including applicable matching funds_The fidelity bond must cover the entirety of the grant term and any subsequent renewals_The faihue of Grantee to comply%with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1; General Indemnity,abo—e. These and all ether insurance requirements under the Grant apply to both Grantee and its Subcontractors_ if any_ Grantee is responsible for ensuring its&ibcontractors` compliance with all its_ 11.6 LnnriTaoN oN AnHoR A_ Grantee shall not have any authority to act for or on behalf of the System ency or the State of Texas except as expressly provided for iu the Grant:agreement;no other authority- power_er use is granted or implied.Grantee may not incur any debt, HHS L-yf,,rm Iez-m aad C amt ms—Granit v.,3.2 Effectvti a July 2022 Page 23 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E 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 Agreenkmt to: i_ Make public policy on behalf of the System Agency- ii- Pronuilzaate_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 comtmunici or negotiate with any federal or state agency or the Texas Legislature on behalf of the System:agency regarding System Agency programs or the Grant Agreement_Howews,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 govTmments. 11.7 CaANGE r Uini�%D Cave cE vu a L A ws Grantee shall comply with all laves,regulations,reginrements and guidelines applicable to a Grantee providing ser+.rices and products required by the Grant Agreement to the State of Texas, as these laws,regulations,regiireme is and guidelines currently exist and as amended throughout the term ofthe Grant Agreement_NoMithstandmg Section 11.1,:pm t_&. 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 lwvs_regulations_ requirements and guidelines. 11.8 SLBcoN-M-% raR.S Grantee may not subcontract any or all of the Work and or obligations larder the Grant Agreement without prior wntten 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. Shonidd Grantee sibcontract any of the servriees regr>ined in the Grant Agreement_Grantee expressly understands and acknowledges System Agency ism no manner liable to any subcontractor(s)of Grantee_In no evert shall this prmrision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PEmfi=G?-N-DD Fni-RE At Grantee's sole expense:. Grantee shall procure and maintain for the divation of this Grant Air ement any state, county,city,or federal license, authorization, insuuance_w aiv-ei. permit, Tmlification or certification required by statute,ordinance,law,or regulation to be held by Grantee to protiride 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 pay mient of any such govenrnwnt obligations not paid by its Subcontractors during perfoni-mice of this Grant Agreement. 11.10 L DEpE.NDi=Nz Corr-mkc-Iolt Grantee and Grantee's employees,representatives_agents_ Subcontractors_suppliers_ and third-party se Mce pro r ders shall serve as independent contractors is providing the services HITS Unifo¢m Te ems and conditions—Gnat v_3.2 Effective Jul}2022 Faye 24 of 29 DSHS Contract#HHSOO13159OOOO2 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E lmder the Grant Agreenrnt.Neither Grantee nor System Agency is an agent of the other and neither may make any commitments ern the other party's behalf. The Grantee is not a "goer x mW 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 lem.T_retirement benefits, social security_worker's compensation,health or disability benefits_w1mTloyment insurance benefits_ or erTloyee benefits of any kind. The Grant Agreement shall not create any joint ventuure,partnership- agency, or employnient relationship between Grantee and System Agency_ 11.11 GoiER_,,-D�G L Air ,�_tiD I">=N2E The Grant Agreement sba11 be governed by and construed in accordance with the laws of the State of Texas,without regard to the conflicts of law proi cions_The venue of any suit arisingimder the Grant Agreement is fixed in any court of competent jimisdiction of Timis 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 SnZ[LAB l= If my prcii inion contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction%�i.11 not affect the legality,validity, or enforceability of any other prm inion or prmisions 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 e,�.-tent necessvv to render it valid legal and enforceable while preserving its intent or if such modification is not possible_by substituting another provision that is iralid,legal and enforceable and that aclueves the same objective.All other provisions of this Grant Agreement i6ll continue in full force and effect_ 11.13 St_KIT_FILL Expiration or ter iination of the Giant 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 ten~i in tion,that by its nature�xDuild 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 withoirt limitation the proiAsions regarding return of grant funds,_audit reTfirements,records retention public infomiaticm warrant,indemnification_ confidentiality_and rights and remedies upon termination. 11.14 FoRcE Al uamE 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 majeaue. The existence of such causes of delay or faihue shall extend the period of performance until after the causes of delay or failure have been removed promded the non-performing party exercises all reasonable due diligence to perform Force majeure is defined as acts of God war, fires_explosions,hnmicanes,floods_ f0me of transportation- or other causes that are beyond the reasonable control of either parte and that by exercise of due foresight such party could not reasonably ttiave been expected to avoid and which,by the exercise of all reasonable due dingence,such party is unable to overcame. HIiS UnifiomTerms and C'cmd=m-C-mt r.3.1 Effective Jul}2022 page 25 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions-Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E 11.15 No Lir)=D W.ABTR of]?RmisioNs The failure of the System Agency to obj ed to or to take afiirmati-•e action%Oh respect to any conduct of the Grantee which is in�dolation or breach of the terms of the Grant Agreement shall not be construed as a w ai-mr of the-Acilation or breach or of any future violation or breach- 11.16 F[-NDmc DiSc-L..AiafExs,,D hkEFLr G A- Grantee shall not rise System Agency-s name or refier to System Agency directly or indirectly in any media appearance,public senioe annotmcentent,or disdosure relating to this Grant Agreement inchk1ing any promotional material without fust obtaining t4Titten consent from System Agency. The foregoing prohibition includes,without limitation.the placement ofbauners-pap-up ads,or other ach ertisements promoting Grantee's or a third party's products_services,workshops, trainings, or other commercial offerings on airy website portal or Internet-based sen-ice or software application frosted or managed by Grantee. This does not linut the Grantee's responsibility to comply with obligations related to the Terms Public Infonnation 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 %�Titten apprm-A from System Agency. Publications fimded 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, %�ithoot limitation,its content, technical infrastmetue.and policies_ and any senrices or tools provided)"at HHS's request- 11.17 '%YEDLk RFLP-;SE:6 A. Grantee shall not use System Agency's name.logo. or other likeness in any press release,marketing material or other announcement vathout System Agency's prior %�Titten appro,%W- System Agency does not endorse any vimdor_commodity;or sengce- Grantee is not authorized to malce 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%�Titten instruction from System Agency- B- Grantee may publish,at its sole expense,reoults 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 PRoHmmoIti o�NoN-CouPETF RESTRICTION Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete cliuses or other contractual arrangements,that%vould limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SovEREir-L LxrumTy Nothing in the Grant Agreement will be construed as a wai-ver of the System Agency's or the State's sov-ereigu inununity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges,rights,defenses,remedies, or intmumities mailable to the HITS UnOmm Terms and Conditims—Gmt v.3.2 EffecEve Jul}2022 Fade 26 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions-Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E System Agency or the State of Texas-The:failure to enforce-or any delay in the enforcemmr, of any privileges, rights, defenses; remedies,or immunities a-milable to the .System Agency or the State of Texas under the Gant Agreement or under applicable law shall act constitute a i�-&ver cfsuch privileges,rights, defemes- remedies-or iummities or be considered as a basis for estoppel. System Agency does not waive any privileges,rights. defenses, or inmumities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. 11.20 EN=CwrR-kc r A-N-D LioDinc.imoN The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and e%clusivie statement of the promises-representations-negotiations-discussions, and other affeenieuts that may hn a been made in connection with the subj ect matter I ereof. Any additional or conflicting teens in any f Mie doctmient incorporated unto the Gant Agreement will be ba n,onized with this Grant Agreement to the extentpossible. 11.21 C:OLN-=ARTS This Grant Agreement may be e.%ecuted in airy ntul7ber of counterpart_,each of which wU be an original and all such cctuxterpmTs sv ill together constitute but one and the same Grant Agreement_ 11.22 PROPER AtZHORITY Each Party represents and ii-&Tants that the person exectnmg this Gant Agreement on its beLdf has full power and authority to eater into this Gant Agreement. 11.23 E-VERIFY PtooR.�-Ni Grantee certifies that it utilizes and will continue to utilize the U-S-Dep anent of Homeland Security's E-Verify system to determine the eligibility of_ A. all persons employed to perform dirties within Teas dming the terir<.of the Grant Agreement;and B. all persons, (inchrdi.ng subcontractors)assigned by the Grantee to perform work ptusikarit to the Grant Agreement within the United States of America. 11.24 C n-m RicaTs A- Grantee agrees to compl r with state and federal anti-disc amination laws,including: i- Title VI of the Civil Rights Act of 1964(42 U-S_C- §2000d et seq_)-, ii. Section 504 of the Faehabilitation Act of 1973 (229 U.S.C_ §794); iii. Americans with Dh&-ibilities Act of 1990(42 U.S.C. §12.101 et seq.); iv_ Age Disc-ri_=aticn Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972(20 U.S.C. §§1681-1688); -!- Food and Nutrition Act-of 2008 (7 U-S-C. §-'011 et seaq.);and ,,ii- The System Agency's admimstrative rules, as set forth in the Tees Administrative Code. to the extent applicable to this Grant Agreement- B- Grantee agrees to comply i0h all amendments to the above-referenced laws, and all requirements imposed by the regulations ismed 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 exchided from HHSUnitomTermsand Condrb s—Grantv-3. Effective July n- 22 Faffe 27 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions-Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E participation in or denied any aid; care; service or other benefits provided by Federal or State finding;or otherwise be subjected to discrimination- C_ Grantee agrees to comply with Title VI of the Civil Rights Act of 1� , 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 e.Vress themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information_both orally and m writing,in appropriate languages other than Englisk in order to ensure that persons with limited English proficiency are effectively hnfonhaed and can Ln e mieamng�ul access to prog<ams;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 inchWing contact imfo=atiom for the HHS Civil Rights office.The posters are available on the HHS website at: https:,5]hhs.tex<as. ov'a1x gat-ltlls Yro�u-ri tsfci��]-rights vffice.."civil-rights-posters. E. Grantee agrees to comply with Executive Order 13279,and its implementing regulations at 45 C:.F.Ft 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 Agrici>iture or the United States Department of Health and Hiumn Services shall not diKTiminate 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%pith copies of the Grantee's ern]rights policies and procedures. G. Grantee nhust notify HHSC's Civil Rights Office of airy complaints of discrimination received relating to its performance ituder 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_1tlail CodeW,206 Austin_Teems 78751 Phone Toll Free: (888) 388-6332 Phone: (512)438-4313 Fax. (512)438-5885 Email: HH CivMghts ce hhsc..state.br.us_ 11.2 5 ENT►x1u L'tiFoRAi_kTtoN STAisD.A D5 Grantee shall comfarmh to HHS standards for data management as described by the policies of the HHS Office of Data_AnaMics,and Performance. These inchlde_ but are not limited to,standards for documentation and communication of data models;metadata_and other data definition methods that are rewired by HHS for ongoing data govemance; strategic portfolio analysis, interoperability planning_and valuation of HHS System data assets_ 11.26 DiscLoszx>E,of Lrrir_ATIoN A. The Grantee must disclose in witing to the contract manager a&sigmed to this Grant Agreenxnt any material civil or criminal litigation orim9ictment either threatened or HITS Vaifwm Terms and C onditiGm—Gout r 3.2 Etffecdve Jul}2022 Pace 28 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions-Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT E pending im oh•ing the Grantee_ -Threatened litigation'as used herein shall include governmental investigations and civil in�Tstigative demands_ `Litigation"as used herein shall include administrative enforcment actions brought by go�.Tmntental agencies_ The Grantee nuut also disclose any material litigation threatened or pending invoh ing Subcontractors, consultants_andior lobbyists. For ptuposes of this section, -rxiterY - refers_but is not limited,to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider rele�-ant to the ,Fork imder the Grant Agreement or any de-Tlopnrnt such a person iv idd%°amt to be aware of in order to staff;fully apprised of the total mix of information relevant to the Work- together with any litigation threatened or pending that may result in a substantial change in the Grantee's financial condition- B_ This is a continuing disclosure rectnrement: any litigation conmienring after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occiuren ce. 11.27 No TBum RARYY EF-,%uicL s The Grant Agreenumt is niade solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns. and no other person slkall ha%,e any right, interest_or claims hereunder or be entitled to any benefits ptusuaut to or oil account of the Grant Agreement as a third-parte beneficiary or othenvise. 11.28 Bmr G EFFE[r The Grant kRxeement shall inure to the benefit of be binding upon_and be enforceable against each Party and their respective pe=tted successors, assigns.transferees, and delegates. HITS Vnif=Terms and CondLtiams—Gmt L%3 Effective Jul}2022 Page 29 of 29 DSHS Contract#HHS001315900002 Attachment E,Uniform Terms and Conditions—Grant v 3.2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F 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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(h)(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 C.F.R. 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. 2054.5190. (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.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b);164.530(h)(I) (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)(ii)(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)(l) 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 3 of 15 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(1i); 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)(ii)(E). (I) 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 164.5 04(e)(2)(ii)(E)and(F). (J) If PHI is 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 ofthe 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);I 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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F 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 164.504(e)(4)(ci)(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)(L)(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 Destrov 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)(ci)(J) HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5 of 15 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 ofthe 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(4). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 atime 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,auditor 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(4). (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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F • 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 other applicable regulatory standards identified in Section 3.01(2), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). 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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 atter Discovery,or in atimeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.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. (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 Event or Breach and CONTRACTOR's investigation, including without limitation and to the extent available:For(a)-(m)below:45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 Breach demonstrating whether 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 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; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 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; (1) Areasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach,but no less than every three(3)business days or as otherwise directed by HHS, including information about risk estimations,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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 stats 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 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 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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page I I of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or 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) Fxercise 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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F (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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT F 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 Attachment F,HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G TTX S vl Health and Human Services Health and Human Services(HHS) Additional Provisions—Grant Funding Version 1.0 Effective: February 2021 Health and Human Services Additional Pru visions V.1.0—Grant Funding Effective: February 2021 Page 1 of DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G TABLE OF CONTENTS 1. TURNOVER PLAN..............................................................................................................3 2. TURNOVER ASSISTANCE................................................................................................3 3. TRADEMARK LICENSE...................................................................................................3 4. TRADEMARK OWNERSHIP............................................................................................4 5. ELECTRICAL ITEMS........................................................................................................4 6. DISASTER SERVICES........................................................................................................4 7. NOTICE OF A LICENSE ACTION...................................................................................4 8. EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES....................................5 9. CONSENT TO MEDICAL,DENTAL,PSYCHOLOGICAL,AND SURGICAL TREATMENT OF A CHILD..............................................................................................5 10. TELEMEDICINE/TELEHEALTH SERVICES...............................................................5 11. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY....................................................................................................................5 12. THIRD PARTY PAYORS...................................................................................................6 13. HIV/AIDS MODEL WORKPLACE GUIDELINES........................................................6 14. MEDICAL RECORDS RETENTION................................................................................6 15. INTERIM EXTENSION AMENDMENT..........................................................................7 16. PROJECT COMMENCEMENT........................................................................................7 17. DUPLICATION OF FUNDING..........................................................................................7 18. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS....................7 19. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION.......................................8 20. NOTICE OF BANKRUPTCY.............................................................................................8 21. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL.................8 Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February2021 Page 2 of 8 DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract.Terms included in these Additional Provisions and not otherwise defined have the meanings assigned to them in HHS Uniform Terms and Conditions, [Attachment E]. 1. TURNOVER PLAN System Agency, in its sole discretion,may require Grantee/Contractor to develop and submit a Turnover Plan at any time during the term of the Grant Agreement/Contract. Grantee/Contractor must submit the Turnover Plan to System Agency for review and approval. The Turnover Plan must describe Grantee/Contractor's policies and procedures that will ensure: i. The least disruption in the implementation and performance of grant-funded activities during Turnover;and ii. Full cooperation with System Agency or its designee in transferring the performance and obligations of the Grant Agreement/Contract. 2. TURNOVER ASSISTANCE Grantee/Contractor will provide any assistance and actions reasonably necessary to enable System Agency or its designee to effectively close out the Grant Agreement/Contract and transfer the performance and obligations of the Grant Agreement/Contract to another Grantee/Contractor or to System Agency if necessary. Grantee/Contractor agrees that this obligation survives the termination,regardless of whether for cause or convenience,or the expiration of the Grant Agreement/Contract and remains in effect until completed to the satisfaction of System Agency. 3. TRADEMARK LICENSE System Agency grants to Grantee/Contractor,for the term of the Grant Agreement/Contract, a limited non-exclusive,royalty-free,non-assignable,non-transferable license to reproduce System Agency's trademarks on published materials in the United States related to the performance of the Grant Agreement/Contract,provided that such license is expressly conditional upon, and subject to,the following: i. Grantee/Contractor is in compliance with all provisions of the Grant Agreement/Contract; ii. Grantee/Contractor's use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in this Grant Agreement/Contract or as otherwise communicated by System Agency; iii. Grantee/Contractor takes no action to damage the goodwill associated with the trademarks,and refrains from any attempt to contest, attack, dispute,challenge, cancel and/or oppose System Agency's right,title and interest in the trademarks or their validity; iv. Grantee/Contractor makes no attempt to sublicense any rights under this trademark license;and v. Grantee/Contractor complies with any marking requests System Agency may make in Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 3 of 8 DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G relation to the trademarks,including without limitation to use the phrase"Registered Trademark",the registered trademark symbol"®"for registered trademarks, and the symbol"TM"for unregistered trademarks. 4. TRADEMARK OWNERSHIP Grantee/Contractor acknowledges and agrees that the trademarks remain the exclusive property of System Agency,that all right,title and interest in and to the trademarks is exclusively held by System Agency, and all goodwill associated with such trademarks inures solely to System Agency. 5. ELECTRICAL ITEMS All electrical items purchased under this Grant Agreement/Contract or used in the performance of approved and eligible grant-funded activities must meet all applicable Occupational Safety and Health Administration(OSHA)standards and regulations, and bear the appropriate listing from Underwriters Laboratory(UL), Factory Mutual Resource Corporation(FMRC), or National Electrical Manufacturers Association(NEMA). 6. 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/Contractor 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. 7. NOTICE OF A LICENSE ACTION Grantee/Contractor shall notify the assigned System Agency contract manager in writing of any action impacting Grantee/Contractor's license to provide services under this Grant Agreement/Contract within five business days of becoming aware of the action and include the following: i. Reason for such action; ii. Name and contact information of the local, state or federal department or agency or entity; iii. Date of the license action; and Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 4 of 8 DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G iv. License or case reference number. 8. EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES A. Grantee/Contractor shall ensure that all persons,who are housed in System Agency licensed or funded residential facilities and are 22 years of age or younger,have access to educational services as required by Texas Education Code §29.012. B. Grantee/Contractor shall notify the local education agency or local early intervention program not later than the third calendar day after the date a person who is 22 years of age or younger is placed in Grantee/Contractor's residential facility. 9. CONSENT TO MEDICAL,DENTAL,PSYCHOLOGICAL,AND SURGICAL TREATMENT OF A CHILD Unless a federal law applies,before a Grantee/Contractor or its subcontractor can provide medical,dental,psychological or surgical treatment to a minor without parental consent, informed consent must be obtained as required by Texas Family Code Chapter 32. 10. TELEMEDICINE/TELEHEALTH SERVICES If Grantee/Contractor or its subcontractor provides grant-funded telemedie ine/telehealth services,these services shall be in accordance with the Grantee/Contractor's written procedures,applicable law, the Grantee's/Contractor's or subcontractor's licensing board rules,and System Agency equipment standards, if applicable. Grantee/Contractor's procedures for providing telemedicine/telehealth service must include the following requirements: i. Consider any contraindications to the use of telemedicine/telehealth; ii. Qualified staff members to ensure the safety of the individual being served by telemedicine/telehealth at the remote site; iii. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; iv. Use by credentialed licensed providers providing clinical care within the scope of their licenses; v. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; vi. Priority in scheduling the system for clinical care of individuals; vii. Quality oversight and monitoring of satisfaction of the individuals served; and viii.Management of information and documentation for telemedicine/telehealth services that ensures timely access to accurate information between the two sites. Telemedicine/telehealth Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule §448.911. 11. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY A. Grantee/Contractor 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. Meaningful access may entail providing language Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 5 of 8 DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G assistance services,including oral interpretation and written translation,if necessary. More information can be found at https://www.lep.gov/. B. Grantee/Contractor 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 atranslator or interpreter. C. Grantee/Contractor 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. 12.THIRD PARTY PAYORS A. Except as provided in this Grant Agreement/Contract, Grantee/Contractor 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. B. As applicable,the Grantee/Contractor shall: i. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Grant Agreement/Contract that may be covered by those programs and bill those programs for the covered services; ii. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; iii. Allow clients that are otherwise eligible for System Agency services,but cannot pay a deductible required by a third party payor,to receive services and bill the System Agency for the deductible; iv. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; v. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; vi. Bill all third party payors for services provided under this Grant Agreement/Contract before submitting any request for reimbursement to System Agency;and vii. Provide third party billing functions at no cost to the client. 13.HIV/AIDS MODEL WORKPLACE GUIDELINES A. Grantee/Contractor shall implement DSHS's HIV-STD Policy No. 090.021,HIV/AIDS Model Workplace Guidelines for Businesses,State Agencies,and State Contractors, accessible at http://www.dshs.state.tx.us/hivstd/polic�/policies.shtm. B. Grantee/Contractor 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. 14.MEDICAL RECORDS RETENTION Grantee/Contractor shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes,rules and regulations governing medical information. Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 6 of 8 DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G 15. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Grant Agreement/Contract,the Parties agree that this Grant Agreement/Contract can be extended as provided under this section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee/Contractor 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/Contractor will provide and invoice for services in the same manner that is stated in the Grant Agreement/Contract. E. An interim extension under subsection(B)(i)of this section shall extend the term of the Grant Agreement/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 subsection(B)(i)of this section shall be a one-time extension for a period of time determined by the System Agency. 16. DUPLICATION OF FUNDING A. If Grantee receives any funding that is duplicative of funding received under this Grant Agreement/Contract that cannot be used for new or expanded eligible grant activities, Grantee will notify the assigned contract manager as soon as possible. System Agency may issue an amendment modifying budget and/or project activities to eliminate duplication. Additionally,Grantee understands that duplicative funding that cannot be re-programmed to support new or expanded grant-funded activities within the program's scope may be de- obligated from this Grant Agreement/Contract and returned to System Agency. 17. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee/Contractor shall immediately report in writing to its assigned System Agency contract manager when Grantee/Contractor learns of or has any reason to believe it or any person with ownership or controlling interest in Grantee/Contractor, or their agent, employee, subcontractor or volunteer who is providing services under this Grant Agreement/Contract has 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/Contractor shall not permit any person who engaged,or was alleged to have engaged, in any activity subject 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. 18. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION Grantee/Contractor shall notify the assigned System Agency contract manager if Grantee/Contractor has any grant agreement or contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within five business days of becoming aware of the action and include the following: i. Reason for such action; ii. Name and contact information of the local,state or federal department or agency or Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 7 of 8 DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT G entity; iii. Effective start date of the grant agreement/contract; iv. Date of suspension or termination;and v. Grant agreement/contract or case reference number. 19.NOTICE OF BANKRUPTCY Grantee/Contractor shall notify in writing the assigned System Agency contract manager of its plan to seek bankruptcy protection within five business days of such action by Grantee/Contractor. 20.NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee/Contractor shall notify in writing the assigned System Agency contract manager within ten business days of any change to the Grantee/Contractor's Contact Person or Key Personnel. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 8 of REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DSHS,Contract#HHS001315900002 Attachment G,Additional Provisions DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT H View Burden statement CME.N it-bar:4040-007 Expiration Date: 02-28.'2025 ASSURANCES-NON-CONSTRUCTION PROGRAMS Du:)l c reDoring burden for,)is collection of information is estimated to average 15 minutes per resDo"se,inC ceding time for reviewing instructions.searching ex:isti-�g data sources,gathering and maintaining the data needed,and con'nleting i"d reviewing the collection of im.orriwion.Send comments regardhg the IoLrden estimate or any other aspect of this collet:o••of information,including suggestions for redcicing this burden,to the Office of Man3gerlent and Budget,Paperwod Reduction Project '-Ivashi"'.gton,DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORA 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 addiitional assurances. If such is the case,you will be notified. As the duty authorized representative of the applicant.I cerifythat the applicant: 1- Has the legal authority to apply for Federal assistance .Act of 1973,as amended(29 J.S.C.§794),which and the irstitcrional,managerial and financial capability prohibits discrimination on the basis of handicaps;(d) (including funds sufficient to pa•y the non-Federal share the Age Discrimination Act of 1975.as amended(42 U_ of project Cos7)to ensu-e proper planning,management S.C.§§6101-61 C7)..which Drohibi�s discrimination on and corn DIetion of the project descri!3ed in this the basis of age;(e)the Drug Abuse Office and application. Treatwent Act of 1972(P.L.92-255),as amended, rel a-.ng rn nondiscrimination on the basis of drug 2 Ve i I give the awarding agency.-^e Comptroller Cenera ai;use,ff,,:he:somp•ehensive Alcrhrl.abuse and of the JniteC;Mates and,if app•opria-e.the Sta-e. A cc^olism Dreve-tion.Treatme-t and Rehabilitation throcigh an',acithodzed reorese-tative.access to and .Act of 1970(P.L.91 816y,as awended, relatingto the fight:o ex:a,n,;ne all retorts.books,papers,or nondiscrimination on the basis of alcohol abuse or documents related to the award;and wil establish a alcoholism;(g)§§523 and 527 of."e Public Health proper accounting system in accordance with generally Service.Act of 1912(42 U.S.C.§§2.0 dd-3 and 290 accented accounting standards or agency directives. ee-3),as amended,relating to cc-fiden-a'itr of alcohol and drug abuse patient records,(h)Ti,e''II of,ne Civil 3. Will establish safeguares to pro^ibit employees from Rights Act of 1968(42 U.S.C-§§36C- et seq.),as using their posit c-s for a DuT,ase that constitutes or amended,relating to nondiscrimination in the sale, presents the appearance o-personal or organizational rental or financing of housing. ;:i a••y ether cc-flirt of nteres-,or tie lona gain. nondiscrimination Drovis c-s i-,°-e specific staaite(s) under which application for Federal assistance is being 4 V0 I i-itiate and complete the°sork within the applical,a made:and,tj:,the requireme-ts of a-y other time--arae afte--eceipt o-aporcva of,^e awarding nondiscrimination s.atute;s),x^ich way apply-,o.he agency. application. 5 Will comply with the Intergovemmental --ersonnel Act of 7- Will comply,or has already complied,with the 11970 42 U.S.0 requirements of Titles II and I II of the Jnifomi ( §t systems relating to Dres d un Relocation Assistance and Real Draperty.Acquisition sta°dards-or n•erit systemsfrrr progranlsfunded under 70(P.L. provide far 1 f o Act co991-6�c�;�',w"'ic^' one of the 19 statutes or regulations sDecif!ed in Polities Ac fair and a f 19 treatment of De sc�s d solaced or Appendix A om vPr.A's Standards far a Merit System of whose proDery�is acquired as a reeve,a'Federal or Personnel Adm n stration;:v.C.F.R.:SCO,Subpart F;. federally-assisted Drogran•s.—hese-equi-erien,s apply to all interests in real pro Der.;acquired for 6. 'Ni 11 comply with all Federa s-atutes re ating to project purposes regardless of Federal participation in nondiscrimination.These'nClude!)Lit are not limited to: purchases rat Tie VI of the Civil Rights Act of 1964 _.88-352) .^ich pm�hilmits discrimination an the basis of race,talar G. WilI Comply,as DDID licab le,with provisions of the oationaI origin: ;le,Title IX of the Education Hatch Act(5 U.S.C.§§1501-1508 and 7324-7328; Ariencments o_.972,as amended(20 J.S.C.§§1681- which limit;he DOlitiC31 activities of emDloyees whose 1 K. arc 158E 11%S1- vMich prohibits discrimination on Drincipal employment activities are funded in whole the:)asis o-se=.:':.c Vection 534 of the Rehabilitation or in part with Federal funds. Previous Edition usable Standard Form 4249 tRev.7-97} A uthormed for Local Reproduction Prescribed by OMB Circular A-142 DSHS,Contract#HHS001315900002 Attachment H,Federal Assurances Page 1 of 2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT H 9. 'Will comply,as apDIicable.wish.he provisions of the Davis- 13. Will assist the awa-ci-g agency in assuring compliance Bacon Act(40 U.S.0 §§276a to 276a-7,,the Copeland Act with Section-05 of Ve National Historic Preservation +4C U.S.C.§276c and 18 U.S.G.§874),anc t^e Cc-tract Act of 1956,as amended(15 U.S.C.§470;,EO 11593 `s ork.H31.irs and Safety Standards Act(40 U.S.C.§§327- (identification and protection of his.oric Droperties),and 3331,regarding labor standards for federally-assis-ed the Archaeological and His.oric'reservation Actof construction subagreements. 1974(18 U.S.C.§§469a-1 e:seq.,. 10. Aill comply,if applicable,with flood insurance purchase 14. Will comply with P.L.93-348 regarding the protecion of recuirements of Section 102(a1 of the Flood Disaster h-man subiec:s involved in research.development,and Frotection Ac.of 1973(P.L.93-234)which requires rela.ed actin t es supported!)ythis award of assistance. recipients in a special flood hazard area to participate in the prograri and¢o purchase flood insurance if-.he to-.al cost of 15. '^!dill comply with the_al.oratary+Animal 'delfare Act of Insural]le construction and acquisition is$10.CX o•more_ 1966(P.L.8e-544.as a-ne7ded,7 U.S.C.§§2131 et seq.;,perta n nq to the care,handling,and treatment of 11. ''Wali comply with environmental s.andanis wh ch may be warm Nocced animals held for research,teaching,or Drescribed pursuant.o.he following:(a,institution of other activi.ies supported by this award of assistance. enviranmemal quah:,con-rol measures under the National Environmental Policy Act of 1c 6,4(P.L.91-190;^and 16. Will comply with the Lead-Based Pain.Poisoning Executive Order(EC1 11514: ,'I:'notification ou o ating Prevention.Act(42 U.S.G.§§4801 et sec which facilities pursuant to-0 11738; '.c,prote c-.o• of wetlands prohibits the use of lead-based part: n cons-r-Cion rr pursuant to EC 11990;(d)evalua.ion of flood )azards in reh al,il itai on of residence structures. flood plains in accordance with EG-1 98A: (e'.assurance of 17. '.ldi I cause"a be perfumed the required financial and Droject consistency with-1,e air prove A Sate managemen- comp iance audits in accordance with the Single Audit Drogram developed un der the Coastal Zone Ma-agement Act Amend mentsof 1996 and 010B Circular No A-133, Act of 1972(15 U.U.C.§§'=51 e-seq.,;':f1 co-formity of "Audis of Sates,Local Govemments,and No—Profit Federal actions to State'^-lean.A r;^Imp e-newatiin Plans Organizations." under Section 176rc1 of the Clean Air Act of 1955,as amended(42 J.S.C.§§7421 et seq.):fg;^protection of 18. 'X11 comply with all apDlica:)le requirements of all other underground sources of crink ng wa.er u"der the Safe Federal laws;executive orders,regulations,and policies Drinking'vb'ater Act of 1974,as amended(P.L.93-5231,; governing this Drogram. and,(h)protection of endarig,ered species under the Endangered Species Act of 1973,as amended(P.L.93- 19. Will comply with the requirements of Sec-.ion 106(8,of 205?. the Trafficking Victims Protection Act(TVP.A)of 2000,as amended(22 U.S.C.7104)which prohibits grant award 12. ^rill comply with the Wild and Scenic Rivers.pct of recipients or a SLO-recipient from(1,Engaging in severe 1968(16 U.S.C.§§1271 et seq.`rely".ed to protecting forms of.rafficking in Dersons during the period of Jnie components or Dotential components of the national tha.the award is in effect(1Procuring 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 pertorrnance of the award or su bawards under the award. SIGNATJRE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Stan dard Farm 4249(Rev.7-87I Bark DSHS,Contract#HHS001315900002 Attachment H,Federal Assurances Page 2 of 2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT I CERTIFICATION REGARDING LOBBYINC3 Cer-Acat o- -or Contrants,Grants,Loans, and Coop=-a.ive Ag esrlems The undersigned certifies,ba the hest o'his o-her knc-rrledge and belief.-.hat: : No=ederal appropria-ed funds^s•,re seen c a:c:-%v be Daid,by c•on behalf o-the wnc ersign€a,to any Eon f_-in=,eno-g or arerr piing t•_ n-weno=an of`io or err-.oyee of an agency.a Member of Congress. 3�c:-f ter o•employee of Congress.or an er-r oyes of a Me,7berof Co^gress n oonneoiian vi'h .he a.aa , -g c:= s-s Fece a cDrdract..he coaxing of any=ederal gra-l..he slaking of any Federal ow,the =-ler ng int.-- o'.3 _ccp=-aJveag-E-&-7en.,and the extension,oDnLn,aJon re-=raa. a giendment,or noc=cation of any Federal con-.,ac., grans, loan..or czorerative agreerrs't ,2: f a^i L--,s ot- .han Federal apprcpria.ed funds-ave seen paid o•will be paid to any person for ^luencing D•a.t=--7p:inp:o ^fluen_e 3-off ger or employee c:=3-y agency a hiegiber of Co-press,an of cer or=s,iF:cyee_f Co-gs=-s, or a- emDlo f=e c:=a V==be-of CDnpress in connection ww.h this Federal ,on.•rc.. gran-, onn. or.i alve ogee"=-...,e =•s g-=, shall_orrplete and sub mitS-.andard Form-LLL. 'D sc c:sure of Lobby^p.r._t v.es' in 3=,anoe wait^its ins.ruc.ions. .' 'The ,^cersig^ec s^a I - e-.hat-.-;, a-g,age•_=-.his cert fication be inc ,_,-j ,n the award documents fDr all subawward5 at a I e-s :-:uc -g s.D:_-sacls, S,:g ranls. and cc^.rads u-_s•grams. Dans,a^c cooperative agree^lens; and Iha. a s.D•e:o c---^Is shall ter.Fir s^d disc cae ac:ordingly. T^s :eriifcation s a mate•a repr=iematic-of=ac:�z_- w-v-io- re ante was p a_ed whe- t- E Ira-;action was race or s^tered int,.5,br-ss o�_=.h s cert loznl on is a o•e•equis le f_-Making or e�le--g in-.o-.his transaction reposed :y sect_- 12c2.Jte 31 J.2.Cloc=...^,y perso- wno iails.o 9le.he•equirec:e-if-.a-.iDn shall lbe subject t•_a c v e=-slty of not less.han 5'0.__"-D anc not more than 5100.: DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT J Fiscal Federal Funding Accountability and Transparency Act ( FFATA) The eii,irnera==c Lelcv4 rep-es=rt mvteria facts upon v ,--ich DSHS relie5 ',ren reportirg I7=orr-akian -.c. tl7e federal Vic- errmimk rid ,v,n ier federal a'•,. If the G-�par.—ert a_er J-i:e —,,i-",es t1ia: :1-e Cort--ackcr knc.rr iigIy rerJe--ed sn errc.-",e0LIs c_r:ificaticr, D5 F S —,,a�, p_r=ae s I �.,-ai k e -me:lies i--, accc--1a-.ce rr t17 Te:<as and U.S. lav . Si-arar -Lir.rer agr -s kl73t k , it pl.OVIJ1n 'mmediat(� rrrikten not'�e .a CSS-AV if =t ar,., kir-e S g--,c--- learns that vn..r. of t--,n cer-i=cations pi-ovi:lec fc-r Li: c,.,, -eqc 9 oiic-o�,s '..'hen s!Lr,i.ked or since Le=-e erroneorls by reason of c17snged circumstances. If the Signor cannot certify all of the statements contained in this section, Signor mast 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 Rhone Number); Primary Address of Contractor Zip Code:9-digits required%,jrwvf,u:sps,corn, Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number wrvrau.sarn.gow (V'IN) - 14digits: Printed Name of Authorized Representative: Signature Gf Authorized Representative Title of Authorized Representative Date Signed Departmeo or StaLe Meelth Services Form 4 731-April 2622 Contrad hiarregernent Se(hah DSHS,Contract#HHS001315900002 Attachment J,FFATA Certification Form Page 1 of 2 DocuSign Envelope ID:51976001-6661-482F-AF2D-964659847D67 ATTACHMENT J 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 rhe best of my knowledge. Did your organiza.io�i -ia,:-e a gross income, from all sources, of less than $300000 in your previoustax Yes ❑ No ❑ If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. if your answer is "No", 3ls,,er questions "A" and "B". A. Certification Regarding °lo-of Annual Gross from Federal Awards. Did �rotlr _rganizaziori receive 80% or more of its annual gross revenue from federal awards duringthe preceding iscal year? Yes❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual grass revenues from federal awards in the preceding fiscal year? YeS❑ No ❑ If your answer is "Yes" to bath 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 Co in pe ns a ti on Inforrmation. Does t7 ---lic tc inf:-IT 3= : 7 s_-_tlt - v c- 77pe-sation cr the ser : ex&:ut C-S in your business :D-- organi f3- =l (inz -v -g pa-eI y-gz— zatiCn: E �rE 7Chas, cr- all E-rlllc;e` v.,or 1'.',11e` :hl'-Ugh pericAir repo--= riles _Inde- =erftn 1= a': 01- =5:.-1) c- - = SECt - vs Ex.—harge L.ct of X534 5 U.S. Sr:Ti) v se:tcn 5104 .- t-- -7-vrra eve—_e �: ❑.deof _v= _- Yes No ❑' If your ansti-fer is "Yes" to this question. v.rhere can this information be accessed? If your answer is "No"to this question, you must provide the names and total compensation of the tap five highly compensated officers below. Provide compensation information here: 2 neperrrnent or State Hee Ith Servicft Forrn 4734-April 2022 Cor&Ect Management Section DSHS,Contract#HHS001315900002 Attachment J,FFATA Certification Form Page 2 of 2 DocuSign Certificate Of Completion Envelope Id: 5197B0016BB1482FAF2D964659847D67 Status: Sent Subject: $269,815.00 HHS001315900002 Corpus Christi-Nueces City_New STI/HIV Source Envelope: Document Pages:93 Signatures: 0 Envelope Originator: Certificate Pages:5 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: 167.137.1.10 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 5/4/2023 5:00:16 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Fauzia Khan Sent:5/4/2023 5:15:24 PM FauziaK@cctexas.com Public Health Director Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/24/2023 4:41:20 PM ID:d7d3d2ff-3be1-4a34-91db-08fe1 18dd62a Helen Whittington helen.whittington@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/4/2023 5:16:25 PM ID:e5dfe599-6baa-4b6e-a0f2-b45dfab43d35 Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Kirk Cole Kirk.Cole@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/4/2023 4:28:01 PM ID: 12c03e2e-a7c0-4990-93ea-Oa9e51b17a69 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 Vicky Glenn Sent:5/4/2023 5:15:23 PM VickyG@CCtexas.com ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amber Vasche � Sent:5/4/2023 5:15:22 PM amber.vasche@dshs.texas.gov ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Hensley Sent:5/4/2023 5:15:23 PM kevinhe@cctexas.com ED Viewed: 5/5/2023 7:35:15 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov 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 5/4/2023 5:15:23 PM 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: Fauzia Khan, Helen Whittington, Patty Melchior, Kirk Cole 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 acceptance and future amendments of STI/H IV Prevention Services Grant for $269,815.00 from the Department of State Health Services (DSHS); and appropriating $269,815.00 in the Health Grant Fund to provide STI/HIV prevention and control services for the period of September 1 , 2023 through August 31 , 2024. City Council June 13, 2023 Background and Staff Recommendation • STD/HIV Prevention Services o The primary purpose of the grant is to: o Investigate and report new cases of Syphilis and HIV to DSHS o Intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea through testing, treatment, and disease investigation o Prevent cases of congenital syphilis through disease reporting, disease investigation, and disease intervention o September 1 , 2023 through August 31 , 2024 • Total Operating budget is $269,815 o There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. • Staff Recommendation: Approval of the two reading ordinance. �US o� G0 v NPAPOF P54 18V AGENDA MEMORANDUM Action Item for the City Council Meeting of June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, P.E., Director of Public Works ernestod2Ca)-cctexas.com (361) 826-1677 Resolution Approving FY 2024-2028 Infrastructure Management Plan for Public Works Street Maintenance Planning CAPTION: Resolution amending and extending the FY2020-2025 Infrastructure Management Plan to include Fiscal Years 2026-2028 and to focus more on street rehabilitation and preventative maintenance utilizing a pavement only approach for the remaining years of the Infrastructure Management Plan.. SUMMARY: This resolution approves the proposed five-year Infrastructure Management Plan (IMP) for FY 2024 - FY 2028. The IMP is a framework for annual preventative maintenance and rehabilitation for Citywide Street projects. BACKGROUND AND FINDINGS: On October 27, 2020, Public Works established the IMP which provided a five-year structured program schedule for streets. The first two years of the IMP are considered to be complete in the planning process, while the subsequent three years are considered to be on a rolling list that is utilized for planning purposes. Currently the IMP is in its 3rd Annual year (FY 2023). This proposal is for the 4t" Annual IMP years FY 2024-2028. During the first three years of the program, the programs that deliver IMP projects began to experience scope creep. With more complex repairs, additional funds and time was required to complete street projects. After analyzing the results of the 2022 Pavement Condition Index (PCI), staff determined that the current approach would take 62 years to address residential streets in the "poor" condition category, cost approximately $1 billion, and would neglect maintenance to other city streets in the process. On April 18, 2023, City Council approved an amendment to the IMP, allowing staff to move forward with a "pavement only" approach. The new IMP scope or work will consist of mill and overlay with base repairs where required. The IMP will address the worst first streets, utilizing a neighborhood cluster approach in the first two years (FY 2024 and FY 2025) and prioritizes the current published IMP in the subsequent three years (FY 2026, FY 2027, and FY 2028). During the process of designing the new approach and IMP list, staff was instructed to hold town hall meetings in each Council district in an effort to allow the public to review the proposed list and provide feedback. The town hall meetings were held on the following dates: District 1 : Monday, May 22 District 2: Thursday, May 25 District 3: Wednesday, May 31 District 4: Wednesday, May 17 District 5: Thursday, May 18 The Townhalls were attended by staff, District Council members, At- Large Council members, City Manager, and City staff. Staff has considered the feedback received from residents and Council members alongside the conditions of the streets, and other factors to create the proposed plan. ALTERNATIVES: An alternative would be to not approve this plan and continue with the current published IMP. This would result in a delay in construction work related to street maintenance; therefore, creating a loss of productivity. FISCAL IMPACT: This item does not appropriate funding for the FY 2024-2028 IMP. Funding for each FY is estimated based on projected revenues. Currently, each FY estimates approximately $34,426,280 in pavement improvements for each planning year. These funds will be appropriated and accounted for in the appropriate budget planning year. The IMP consists of four programs that are executed as either Contractual or Non- Contractual. Below are the funding sources that supports the proposed IMP pavement improvements. Funding Detail: Contractual Pavement Restoration Fund: 1041 Streets Organization/Activity: 12415 Street Preventative Maint Prog Mission Element: 051 Project # (CIP Only): N/A Account: 530215 Maintenance & Repairs-contracted Fund: 1042 Res Street Reconstruction Organization/Activity: 12440 Residential Street Reconstruction Mission Element: 051 Project # (CIP Only): N/A Account: 530215 Maintenance & Repairs-contracted Funding Detail: Non-Contractual Pavement Restoration Fund: 1041 Streets Organization/Activity: 12430 Surface Preservation Mission Element: 051 Project # (CIP Only): N/A Account: 520130 Maintenance & repairs RECOMMENDATION: Staff recommends approval of the FY 2024-2028 IMP. LIST OF SUPPORTING DOCUMENTS: Presentation Street List Maps Resolution amending and extending the FY2020-2025 Infrastructure Management Plan to include Fiscal Years 2026-2028 and to focus more on street rehabilitation and preventative maintenance utilizing a pavement only approach for the remaining years of the Infrastructure Management Plan. WHEREAS, on October 27, 2020, the Public Works Department of the City of Corpus Christi presented City Council with a five-year infrastructure management plan ("IMP"); WHEREAS, the first two years of the IMP are fully planned and underway, projects scheduled for FY2021 are 85% complete and the projects scheduled for FY2022 are 55% complete; WHEREAS, on April 18, 2023, the City Council approved a Resolution amending the FY2020-2025 IMP Plan to allow Staff to move forward with a pavement only approach on the streets included in the IMP Plan. The New IMP scope or work will consist of mill and overlay with base repairs where required. WHEREAS, the Public Works Department has determined that in order to rehabilitate more residential streets in the City, they need to focus on rehabilitation and preventative maintenance utilizing a pavement only approach on the remaining streets listed in the IMP for the remaining three years of the Program. Be it resolved by the City Council of the City of Corpus Christi, Texas, that: 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. Section 2. The City Council hereby adopts the FY2024-2028 Infrastructure Management Plan Amendments to the FY2020-2025 IMP Plan which is attached hereto and incorporated herein as Exhibit "A." PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Gil Hernandez Michael Hunter Mike Pusley Everett Roy Page 1 of 2 Dan Suckley Jim Klein Sylvia Campos ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 2 of 2 2024 - 2028 Infrastructure Management Plan (IMP) List 2024 ORIGINAL I III YEAR YEAR DISTRICT STREET M"W""I'70 SSIFICATION 2024 1 2025 1 lCathead Leopard Roughneck Preservation Concrete Local 2024 2025 1 Roughneck Cathead Spindletop Preservation Concrete Local 2024 2025 1 Spindletop Roughneck Leopard Preservation Concrete Local 2024 2024 3 Williams Staples Airline Rd Preservation Concrete Collector 2024 2024 4 Access 3A St Bartholomew Beach Preservation Concrete Collector 2024 New 4 Alameda S Ennis Joslin Airline S Resurface SPMP Arterial 2024 New 4 Allamanda Coralvine Pionciana Resurface Resurface Local 2024 New 2 Amherst Gaines Robert Resurface Resurface Local 2024 New 2 Andrews Crosstown Expwy Port Ave Resurface Resurface Local 2024 2025 4 Argonne Wallace Paul Jones Resurface Resurface Local 2024 New 2 Ashland Harry Gollihar Resurface Resurface Local 2024 2022 4 Barataria Das Marinas White Cap Resurface Resurface Local 2024 2025 4 Barnhart Wallace Paul Jones Resurface Resurface Local 2024 New 3 Bayou Fountain Shower Resurface Resurface Local 2024 New 3 Bentwood Carroll Ln Brushwood Resurface Resurface Local 2024 2025 4 Berlet Yorktown Blvd Dead End Resurface Resurface Local 2024 New 1 Beth Creek Honey Creek Dead End Resurface Resurface Local 2024 2022 4 Blackbeard Barataria White Cap Resurface Resurface Local 2024 New 1 Blue Creek Cir Woodway Creek Dead End Resurface Resurface Local 2024 New 3 Blundell Nemec Mc Ardle Resurface Resurface Local 2024 New 5 Bourbonais Marseille Dead End Resurface Resurface Local 2024 2023 2 Brawner N Kostoryz Ramsey Resurface Resurface Collector 2024 2025 4 Brittany Wallace Paul Jones Resurface Resurface Local 2024 New 4 Broomsedge Bay Bean Tamarisk Resurface Resurface Local 2024 New 3 Brushwood Carroll Weber Resurface Resurface Local 2024 New 4 Buena Vista Shore Dead End Resurface Resurface Local 2024 2025 4 Burgentine Newcastle Paradise Resurface Resurface Local 2024 NEW 2 Cambridge Horne Norton Resurface Resurface Local 2024 2025 2 Casa Bonita Casa Linda Casa Verde Resurface Resurface Local 2024 2025 2 Casa De Amigos Casa Linda Casa Grande Resurface Resurface Local 2024 2025 2 Casa De Oro Orlando Corta Resurface Resurface Local 2024 2025 2 Casa Grande Cas Rosa Corta Resurface Resurface Local 2024 2025 2 Casa Linda Staples S Casa Blanca Resurface Resurface Local 2024 2025 2 Casa Verde Casa Bonita Casa Blanca Resurface Resurface Local 2024 New 5 Chapel Creek Oso Parkway Shady Creek Resurface Resurface Local 2024 New 3 Cheryl Nemec Mc Ardle Resurface Resurface Local 2024 2026 2 Churchill Trenton Tarlton Resurface Resurface Local 2024 New 5 Cimarron Blvd Airline Yorktown Resurface SPMP Arterial 2024 New 4 Clearview Rick Ln Shore Resurface Resurface Local 2024 New 5 Coody Dr Snead Middlecoff Resurface Resurface Local 2024 New 4 Coralvine Sea Pines Allamanda Resurface Resurface Collector 2024 2025 2 Cornwall Hawthorne Shely Resurface Resurface Local 2024 2025 2 Corta Casa Grande Kostoryz Resurface Resurface Local 2024 New 4 Courtland Dead End Shore Dr Resurface Resurface Local 2024 2026 1 Cynthia River Sharpsburg Resurface Resurface Local 2024 2025 4 Decatur Wallace Paul Jones Resurface Resurface Local 2024 New 3 Deepwood Cir Padre Island Or Tweet Alley Resurface Resurface Local 2024 New 5 Derain Dr St Laurent Oso Parkway Resurface Resurface Local 2024 New 1 Dew Creek Cir Woodway Creek Dead End Resurface Resurface Local 2024 New 1 Doris Creek Cir San Roque Crk Dead End Resurface Resurface Local 2024 New 3 Dubose Fountain Misty Resurface Resurface Local 2024 New 3 Easter Dr Nemec Mc Ardle Resurface Resurface Local 2024 New 2 Elizabeth Timrod Tarlton Resurface Resurface Local 2024 New 4 Ennis Joslin Holly Rd Cedro Resurface SPMP Arterial 2024 2025 2 Fig Tarlton Shely Resurface Resurface Local 2024 2026 1 Figueroa Sharpsburg Ramos Resurface Resurface Local 2024 New 3 Flynn Pkwy Dead End Dead End Resurface Resurface Local 2024 New 3 Fountain Bayou Moody Resurface Resurface Local 2024 New 3 Franklin McArdle Nemec Resurface Resurface Local 2024 New 2 Ft Worth Moray Wilshire Resurface Resurface Local 2024 New 2 Gertie Robert Or Wesley Resurface Resurface Local 2024 New 5 Grand Villiers Strasbourg Marseille Resurface Resurface Local 2024 New 3 Green Hamlett Dead End Resurface Resurface Local 2024 2024 3 Hamlett Nemec Mc Ardle Rd Resurface Resurface Local 2024 2025 2 Hawthorne Crosstown Shely Resurface Resurface Local 2024 1 New 5 lHogan ISanders I Dead End I Resurface Resurface Local 5/16/2023 1 2024 - 2028 Infrastructure Management Plan (IMP) List 2024 2024 New 4 Holly Rd Paul Jones Ennis Joslin Resurface SPMP Arterial 2024 New 1 Honey Creek Woodway Crk Dr Dead End Resurface Resurface Local 2024 New 1 Huisache Interstate 37 Nueces Bay Resurface Resurface Local 2024 New 4 Jessamine Bay Bean Tamarisk Resurface Resurface Local 2024 2026 4 Juniper Tulare Oakridge Resurface Resurface Local 2024 New 4 Las Palmas Dr Dead End Shore Dr Resurface Resurface Local 2024 New 3 Lauren Cir Lauren Dr Dead End Resurface Resurface Local 2024 New 3 Lauren Dr Trojan Dr Dead End Resurface Resurface Local 2024 New 1 Ligustrum Mimosa Buddy Lawrence Resurface Resurface Local 2024 New 2 Loritte Crosstown Expwy Andrews Resurface Resurface Local 2024 New 1 Magnolia Nueces Bay Interstate 37 Resurface Resurface Local 2024 2025 1 Mallard Violet Widgeon Resurface Resurface Local 2024 New 5 Marseille Oso Parkway Oso Parkway Resurface Resurface Collector 2024 2026 4 Meadowood Glenoak Dead End Resurface Resurface Local 2024 2026 4 Merriman Brittany Moffett Resurface Resurface Local 2024 New 1 Mimosa Azalea Nandina Resurface Resurface Local 2024 New 3 Misty Moody Dubose Resurface Resurface Local 2024 1 2025 4 Moffett Merriman Paul Jones Resurface Resurface Local 2024 New 3 Moody Fountain Trojan Resurface Resurface Local 2024 2023 1 Morgan Crosstown Port Resurface SPMP Arterial 2024 New 2 Mt Vernon Everhart Rd Prinston Resurface Resurface Local 2024 New 1 Nandina Mueller Buddy Lawrence Resurface Resurface Local 2024 2025 1 Nelon Violet Dead End Resurface Resurface Local 2024 New 3 Nemec Dead End Ayers Resurface Resurface Local 2024 2025 4 Newcastle Whispering Oak Burgentine Resurface Resurface Local 2024 New 1 North Creek Cir Woodway Creek Dead End Resurface Resurface Local 2024 2025 2 Norton Kostoryz Casa Verde Resurface Resurface Local 2024 2026 4 Oakridge Tulare Juniper Resurface Resurface Local 2024 New 1 Olmos Creek Honey Creek Dead End Resurface Resurface Local 2024 2025 4 Paradise Whispering Oak Burgentine Resurface Resurface Local 2024 New 3 Pels Shower Fountain Resurface Resurface Local 2024 New 1 Piedra Creek Dr Woodway Creek Dead End Resurface Resurface Local 2024 New 3 Prescott Trojan Padre Island Dr Resurface Resurface Local 2024 2026 5 Quail Hollow Oso Pkwy Twin Creek Resurface Resurface Local 2024 New 5 Quail Spring Rd The Mansions Dr Dove Spring Resurface Resurface Local 2024 2026 1 Ramos River Figueroa Resurface Resurface Local 2024 New 1 Red Creek Cir San Roque Creek Dead End Resurface Resurface Local 2024 2026 1 River Zamora Cynthia Resurface Resurface Local 2024 2025 1 River Ridge Rolling Ridge River Vally Resurface Resurface Local 2024 2025 1 River Ridge Cir River Ridge Dead End Resurface Resurface Local 2024 New 4 Riverdale Dead End Shore Dr Resurface Resurface Local 2024 New 4 Riviera Dead End Shore Dr Resurface Resurface Local 2024 New 2 Robert Jacquelyn Avalon Resurface Resurface Local 2024 2025 1 Rolling Ridge River Canyon Dead End Resurface Resurface Local 2024 New 2 Sam Harry Avalon Resurface Resurface Local 2024 New 1 San Roque Crk Woodway Creek Willowood Crk Resurface Resurface Local 2024 New 3 Schanen Blvd Everhart Rd Weber Rd Resurface Resurface Collector 2024 New 4 Seagrape Bay Bean Tamarisk Resurface Resurface Local 2024 New 5 Sete Dr Marseille Ville Franche Resurface Resurface Local 2024 New 5 Shady Creek Oso Parkway Chapel Creek Resurface Resurface Local 2024 New 2 Sharon Gollihar Alameda S Resurface Resurface Local 2024 2025 2 Shely Ayers Crosstown Resurface Resurface local 2024 2026 2 Sheridan Gollihar Alameda S Resurface Resurface Local 2024 New 1 Shoal Creek Woodway Creek Dead End Resurface Resurface Local 2024 New 3 Shower Waterfall Pels Resurface Resurface Local 2024 2025 4 Sims Wallace Paul Jones Resurface Resurface Local 2024 New 5 Snead Dead End Acushnet Resurface Resurface Local 2024 New 2 South Shores Estates Di Alameda S Cape Romain Resurface SPMP Local 2024 New 5 St Laurent Marseille Oso Parkway Resurface Resurface Local 2024 New 4 Tamarisk Jessamine Broomsedge Resurface Resurface Local 2024 2026 4 Tesoro White Cap Blvd Port Royal Ct Resurface Resurface Local 2024 2025 5 The Mansions Roddfield Oso Pkwy Resurface Resurface Local 2024 New 3 Tide Moody Dubose Resurface Resurface Local 2024 New 2 Timrod lChurchill lCornwall I Resurface Resurface Local 2024 New 5 Toulon IMarseille I Marseille I Resurface Resurface Local 2024 New 2 Trenton lCornwall lChurchill I Resurface I Resurface I Local 5/16/2023 2 2024 - 2028 Infrastructure Management Plan (IMP) List 2024 2024 2026 4 Tulane Glenoak Oakridge Resurface Resurface Local 2024 2026 5 Twin Creek Oso Pkwy Quail Hollow Resurface Resurface Local 2024 2025 4 Vetters Wallace Paul Jones Resurface Resurface Local 2024 New 5 Ville Franche Marseille Sete Dr Resurface Resurface Local 2024 2026 4 Wallace Padre Island Dr Sims Resurface Resurface Local 2024 New 2 Waltham Janssen Willowbrook Resurface Resurface Local 2024 New 3 Waterfall Trojan Dr Bayou Resurface Resurface Local 2024 New 2 Wesley Gertie Sharon Resurface Resurface Local 2024 New 2 Wexford Mc Ardle Janssen Resurface Resurface Local 2024 2025 4 Whispering Oak Roscher Dead End Resurface Resurface Local 2024 2025 1 Widgeon Mallard Dead End Resurface Resurface Local 2024 New 3 Wilkinson Padre Island Dr Tiger Ln Resurface Resurface Local 2024 New 1 Willowood Crk lViolet Rd Willow Heights Resurface Resurface Collector 2024 1 New 1 2 lWynona IJanssen Mt Vernon I Resurface I Resurface I Local 2024 1 2026 1 1 Izamora ISharpsburg Ramos I Resurface I Resurface I Local 5/16/2023 3 2024 - 2028 Infrastructure Management Plan (IMP) List 2025 I 2025 1 New 3 jAbby Dr Schanen Galway Resurface Resurface Local 2025 New 4 Adel Orms Shepard Resurface Resurface Local 2025 New 4 Amber Graham Don Patricio Resurface Resurface Local 2025 New 5 Arapahoe Sierra Blanca Dead End Resurface Resurface Local 2025 New 3 Bear Ln Padre Island Dr Joe Mireuir Resurface SPMP Arterial 2025 2026 3 Beardmore Persimmons Dead End Resurface Resurface Local 2025 New 4 Belmeade Gollihar Airline S Resurface Resurface Local 2025 2023 1 Benys Leopard Skyline Resurface Resurface Collector 2025 2026 3 Bevecrest Ayers Beardmore Resurface Resurface Local 2025 2026 2 Blevins Staples S Naples Resurface Resurface Local 2025 New 4 Blossom Amber Waldron Rd Resurface Resurface Local 2025 New 1 Bluebonnett Driscoll Dr Old Robstown Rd Resurface Resurface Local 2025 New 3 Brandesky Padre Island Or Mc Ardle Resurface Resurface Local 2025 2025 1 Buford Staples Shoreline Blvd Resurface Resurface Local 2025 New 5 Buttermilk Sierra Blanca Dead End Resurface Resurface Local 2025 New 1 Canyon Sierra Dead End Resurface Resurface Local 2025 New 2 Carmel Pkwy N Alameda S Staples S Resurface Resurface Collector 2025 New 2 Carmel Pkwy S Alameda S Staples Resurface Resurface Collector 2025 New 5 Charlero Grenoble Marans Resurface Resurface Local 2025 New 2 Chase Dr Gollihar Alameda S Resurface Resurface Local 2025 2026 3 Cindia Bevecrest Dead End Resurface Resurface Local 2025 New 1 Clarkwood Rd Up River Rd Agnes Resurface SPMP Arterial 2025 2025 5 Constance Thundersee Venice Resurface Resurface Local 2025 New 5 Copper Mountain Sierra Blanca Dead End Resurface Resurface Local 2025 New 3 Cosner Padre Island Or Mc Ardle Resurface Resurface Local 2025 New 2 Cottonwood Dead End Carroll Ln Resurface Resurface Local 2025 2024 1 Craig Ocean Dr Seventh Resurface Resurface Local 2025 2024 4 Crescent Mc Ardle Belmeade Resurface Resurface Local 2025 2024 4 Crescent Cir Crescent Dead End Resurface Resurface Local 2025 New 3 Crest Cliff Cresthaven Crestland Resurface Resurface Local 2025 New 3 Crest Elm Crestforest Cresthaven Resurface Resurface Local 2025 New 3 Crest Lake Crestland Cresthaven Resurface Resurface Local 2025 New 3 Crestforest Creatmeadow Crest Elm Resurface Resurface Local 2025 2025 3 Crestgrove Cresthill Crestmeadow Resurface Resurface Local 2025 New 3 Cresthaven Crestmeadow Dead End Resurface Resurface Local 2025 New 3 Crestland Crest Cliff Crest Lake Resurface Resurface Local 2025 New 3 Crestoak Cresthaven Crestforest Resurface Resurface Local 2025 New 3 Crestpark Cresthill Dead End Resurface Resurface Local 2025 New 2 Cypress Hayward Carroll Ln Resurface Resurface Local 2025 New 4 Daly Padre Island Dr Mc Ardle Resurface Resurface Local 2025 2026 3 Deer Creek Persimmons Dead End Resurface Resurface Local 2025 New 4 Don Patricio Dead End Waldron Road Resurface Resurface Collector 2025 New 4 Dove Graham Dead End Resurface Resurface Local 2025 New 5 Edinburg Cir Glasgow Dr Dead End Resurface Resurface Local 2025 New 5 Edinburg Or Glasgow Dr Northgate Resurface Resurface Local 2025 2026 1 Ethel Naylor S Naylor N Resurface Resurface Local 2025 New 5 Etienne Grenoble Oso Parkway Resurface Resurface Local 2025 New 1 Evening Star Morning Star Rain Mist Resurface Resurface Local 2025 New 3 Flynn Pkwy E Shea North Holly Rd Resurface Resurface Collector 2025 New 2 Foley Broughton Kostoryz Resurface Resurface Local 2025 New 5 Fumay Etienne Cimarron Resurface Resurface Local 2025 New 3 Galway Flynn Pkwy S Limerick Resurface Resurface Local 2025 New 4 Granada Dr Leeward Dead End Resurface Resurface Local 2025 New 5 Grand Junction Cedar Pass Dr Wapentate Dr Resurface Resurface Collector 2025 New 3 Green Dead End Hakel Resurface Resurface Local 2025 New 3 Green Earth Green Tree Dead End Resurface Resurface Local 2025 2023 3 Green Meadows Green Tree Dead End Resurface Resurface Local 2025 2023 3 Green Oaks Green Tree Dead End Resurface Resurface Local 2025 2023 3 Green Path Green Tree Dead End Resurface Resurface Local 2025 New 3 Green Tree Navigation Navigation Resurface Resurface Local 2025 2023 3 Green Valley Green Tree Dead End Resurface Resurface Local 2025 2023 3 Green View Green Tree Dead End Resurface Resurface Local 2025 New 3 Green Willow Green Tree Dead End Resurface Resurface Local 2025 New 5 Grenoble Strasbourg Cimarron Resurface Resurface Collector 2025 New 3 lHakel Padre Island Dr McArdle Resurface Resurface Local 2025 2023 1 lHall 113enys Padre Island Dr Resurface Resurface Local 5/16/2023 4 2024 - 2028 Infrastructure Management Plan (IMP) List 2025 9 P® . . . tl :"Told 2025 New 2 Harrison Reid Dr Staples S Resurface Resurface Local 2025 New 2 Hayward Staples S Cypress Resurface Resurface Local 2025 New 3 Heinsohn Rd Agnes Bear Resurface SPMP Arterial 2025 New 2 Janssen Everhart Rd Holmes Resurface Resurface Local 2025 New 4 June Waldron Rd Amber Resurface Resurface Local 2025 2026 3 Kaycrest Bevecrest Dead End Resurface Resurface Local 2025 2025 2 Kent Cir Ray Dead End Resurface Resurface Local 2025 New 5 Keystone Dr Sierra Blanca Willowick Dr Resurface Resurface Local 2025 New 3 Killarmet Galway Shea Pkwy S Resurface Resurface Local 2025 New 2 KosarSt Staples Naples Resurface Resurface Collector 2025 New 3 Kosarek Padre Island Dr McArdle Resurface Resurface Local 2025 2026 3 La Crosse Persimmons Dead End Resurface Resurface Local 2025 2023 DT Lawrence T Head Shoreline N T-Head Loop Resurface SPMP Collector 2025 New 3 Limerick Galway Shea Pkwy N Resurface Resurface Local 2025 New 5 Loveland Pass Grand Junction Dead End Resurface Resurface Local 2025 New 1 Manning Rd Sedwick Agnes Resurface SPMP Arterial 2025 New 5 Marans Etienne Dead End Resurface Resurface Local 2025 2026 1 Mars Venus Rain Tree Resurface Resurface Local 2025 New 1 Mercury Sunshine Mars Ave Resurface Resurface Local 2025 New 1 Mesa Dr Nolford Red Bluff Resurface Resurface Local 2025 2025 2 Miller Cir Ray Dead End Resurface Resurface Local 2025 New 3 Mokry Padre Island Dr Mc Ardle Resurface Resurface Local 2025 New 5 Monarch St Wales Or Sunlight Dr Resurface Resurface Local 2025 New 2 Monette Gollihar Alameda S Resurface Resurface Local 2025 2025 1 Moon Light Rand Morgan IH 37 Resurface Resurface Local 2025 New 1 Moonbeam Venus Rain Mist Resurface Resurface Local 2025 New 1 Moonglow Rain Mist Dead End Resurface Resurface Local 2025 New 1 Morning Star Evening Star North Star Resurface Resurface Local 2025 New 1 Navigation Agnes Leopard Resurface SPMP arterial 2025 New 3 Navigation Old Brownville Agnes Resurface SPMP Arterial 2025 New 1 Naylor Cir N Driscoll Dr Old Robstown Rd Resurface Resurface Local 2025 2026 1 Naylor Cir S Naylor N Naylor N Resurface Resurface Local 2025 New 1 North Star Morning Star Evening Star Resurface Resurface Local 2025 2026 1 Orbit Ave Sunshine Mars Ave Resurface Resurface Local 2025 New 4 Orms Dr Hugo Belmeade Resurface Resurface Local 2025 New 1 Palisade Sierra Western Resurface Resurface Local 2025 New 2 Pecan St Carroll Ln Benton Resurface Resurface Local 2025 2026 3 Pendleton Persimmons Dead End Resurface Resurface Local 2025 New 2 Pennington Alameda S Gollihar Resurface Resurface Local 2025 2026 3 Persimmon Choctaw Bevecrest Resurface Resurface Local 2025 New 5 Powderhorn Sierra Blanca Dead End Resurface Resurface Local 2025 New 2 Prinston Dead End Mc Ardle Resurface Resurface Local 2025 New 1 Rain Mist Moonglow Sunshine Resurface Resurface Local 2025 2026 1 Rain Tree Ln Moonglow Mars Ave Resurface Resurface Local 2025 2025 2 Ray Hayward Dead End Resurface Resurface Local 2025 New 4 Retta Purdue Glenoak Resurface Resurface Collector 2025 2024 4 Rhonda Spencer Sean Resurface Resurface Local 2025 2026 5 Robina Acushnet Saloumeh Resurface Resurface Local 2025 2026 5 Saloumeh Way Acushnet Robina Resurface Resurface Local 2025 New 3 Schanen Cir Schanen Blvd Dead End Resurface Resurface Local 2025 2024 4 Sean Hardwick Holly Rd Resurface Resurface Local 2025 New 1 Sedwick Rd Clarkwood Southern Minerals Resurface SPMP Arterial 2025 New 1 Seventh Morgan Hancock Resurface Resurface Local 2025 2026 3 Sharolyn Bevecrest Dead End Resurface Resurface Local 2025 New 3 Shea Pkwy N Everhart Rd Flynn Pkwy Resurface Resurface Collector 2025 New 4 Shephard Adel Crescent Resurface Resurface Local 2025 New 1 Sierra Chamizal Mesa Resurface Resurface Local 2025 New 5 Sierra Blanca Everhart Rd Taos Dr Resurface Resurface Local 2025 New 1 Sierra Cir Sierra Dead End Resurface Resurface Local 2025 New 2 Sorrell Reid Dr Staples S Resurface Resurface Local 2025 New 1 Southern Minerals Rd IH 37 Sedwick Resurface SPMP Arterial 2025 2024 4 Spencer Thames Rhonda Resurface Resurface Local 2025 New 5 Squaw Pass Ct Grand Junction Dead End Resurface Resurface Local 2025 2026 DT Staples N Comanche Antelope Preservation Concrete Arterial 2025 2025 1 Sunray IH 37 Dead End Resurface Resurface Local 2025 New 1 Sunshine Rand Morgan Dead End Resurface Resurface Local 5/16/2023 5 2024 - 2028 Infrastructure Management Plan (IMP) List 2025 9 P®,.A. , tl p ®....„. I u 2025 New 5 Tamarron Ct Sunlight Dr Dead End Resurface Resurface Local 2025 New 5 Taos Dr Dead End Cedar Pass St Resurface Resurface Local 2025 New 4 Tara Dr Theda Holly Rd Resurface Resurface Local 2025 New 4 Theda Sean Toben Resurface Resurface Local 2025 New 4 Toben Holly Rd Theda Resurface Resurface Local 2025 New 5 Tree Top Sierra Blanca Dead End Resurface Resurface Local 2025 New 5 Vail Sierra Blanca Taos Dr Resurface Resurface Local 2025 2025 5 Vanern Venice Lake Superior Resurface Resurface Local 2025 2026 1 Venus Sunshine Mars Ave Resurface Resurface Local 2025 2024 4 Vivian Spencer Sean Resurface Resurface Local 2025 2025 4 Waldron Pavement Change Purdue Preservation Concrete Arterial 2025 New 5 Walnut Hills Aaron Dr Dead End E&W Resurface Resurface Local 2025 New 5 Wapentate Dr Aaron Dr Grand Junction Resurface Resurface Collector 2025 New 1 Western Cir Western Dr Dead End Resurface Resurface Local 2025 New 1 Western Dr Leopard Chamizal Resurface Resurface Local 2025 New 3 Wicklow Schanen Shea Pkwy N Resurface Resurface Local 2025 2026 3 Williston Persimmons Dead End Resurface Resurface Local 2025 New 5 Winter Park ISierra Blanca I Dead End I Resurface Resurface Local 2025 2026 1 5 lWood Iron JAcushnet lCrenshaw I Resurface Resurface Local 5/16/2023 6 2024 - 2028 Infrastructure Management Plan (IMP) List 2026 I I ISI 2026 1 2022 3 jAlejandro Sacky Sokol Resurface Resurface Local 2026 2022 5 Annemasse St Yorktown Blvd St Denis St Resurface Resurface Local 2026 2026 DT Artesian Leopard Mestina Preservation Concrete Local 2026 2025 5 Aspen Grove Cedar Pass Windy Ridge Resurface Resurface Local 2026 2022 5 Avignon Montereau Dead End Resurface Resurface Local 2026 2022 5 Beard Canyon Creek Acushnet Resurface Resurface Local 2026 2022 5 Bellac Montereau Dead End Resurface Resurface Local 2026 2022 3 Bexar Dr Milam Dr Seguin Dr Resurface Resurface Local 2026 2023 3 Bonham St Johanna Sacky Resurface Resurface Local 2026 2022 5 Boros Nicklaus Dead End Resurface Resurface Local 2026 New 2 Bradshaw Staples Gollihar Resurface Resurface Local 2026 2022 5 Brine St Cimarron Montereau Resurface Resurface Local 2026 New 2 Caddo Harry Gertie Resurface Resurface Local 2026 2022 5 Calais Montereau Dead End Resurface Resurface Local 2026 2023 3 Calle Cuernavaca Saratoga Rd Dead End Resurface Resurface Local 2026 2023 3 Calle Las Colonas Saratoga Rd Dead End Resurface Resurface Collector 2026 2023 3 Calle San Carlos Calle Las Colonas Calle Cuernavaca Resurface Resurface Local 2026 2023 3 Calle San Lucas Calle Las Colonas Calle Cuernavaca Resurface Resurface Local 2026 2023 3 Calle San Marcos Calle Las Colonas Calle Cuernavaca Resurface Resurface Local 2026 2023 3 Calle San Miguel Calle Las Colonas Calle Cuernavaca Resurface Resurface Local 2026 2022 5 Canyon Creek Beard Dead End Resurface Resurface Local 2026 New 4 Caribbean Waldron Laguna Shore Resurface Resurface Collector 2026 2022 2 Catalina Staples S Alameda S Resurface Resurface Local 2026 2024 3 Choctaw Water Lily Persimmon Resurface Resurface Local 2026 2024 4 Clare Williams Dr Mc Ardle Rd Resurface Resurface Local 2026 New 2 Clark Roosevelt Clark W Resurface Resurface Local 2026 New 2 Clark N Clark W Clark Resurface Resurface Local 2026 New 2 Collingswood Gollihar Wesley Resurface Resurface Local 2026 New 3 Crestdale Vancrest Carroll Ln Resurface Resurface Local 2026 New 3 Crestside Lynncrest Carroll Ln Resurface Resurface Local 2026 New 3 Crestvilla Lynncrest Carroll Ln Resurface Resurface Local 2026 2023 4 Dasmarinas Aquarius Whitecap Resurface Resurface Local 2026 2025 4 Deck Harbor Lights Harbor Village Resurface Resurface Local 2026 2023 5 Deerwood Javelina Snowgoose Resurface Resurface Local 2026 2022 2 Delaine Grant Alameda S Resurface Resurface Local 2026 2024 4 Dune Tulia Rose Resurface Resurface Local 2026 2023 1 Dunstain St Fontana Round Rock Resurface Resurface Local 2026 2026 5 Edgebrook Shadowbend Cedar Pass Resurface Resurface Local 2026 2024 1 Eighteenth Prescott Crosstown Resurface Resurface Local 2026 2024 4 Ester Roseanne Sands Resurface Resurface Local 2026 2024 1 Fifteenth Morgan Mc Kenzie Resurface Resurface Local 2026 2024 2 Fifteenth Mc Kenzie Ayers Resurface Resurface Local 2026 2024 1 Fourteenth Morgan Mc Kenzie Resurface Resurface Local 2026 2024 2 Fourteenth Mc Kenzie Ayers Resurface Resurface Local 2026 2025 1 Furman Staples Shoreline Resurface Resurface Local 2026 2026 1 Granada Longview Dead End Resurface Resurface Local 2026 2022 2 Grant Wilshire Alameda S Resurface Resurface Local 2026 2022 5 Greensboro Acushnet Weiskopf Resurface Resurface Local 2026 2022 1 Hancock Water Staples S Resurface Resurface Local 2026 2025 4 Harbor Lights Baylark Deck Resurface Resurface Local 2026 2025 4 Harbor Village Baylark Deck Resurface Resurface Local 2026 2024 3 Hilldale Sweet Gum Choctaw Resurface Resurface Local 2026 2023 5 Hulen Dr Dead End Hunt Dr Resurface Resurface Local 2026 2023 5 Hunt Cir Hunt Dr Dead End Resurface Resurface Local 2026 2023 5 Hunt Drive Saratoga Rd Timbergate Resurface Resurface Collector 2026 2023 3 Inglewood Holly Rd Panama Resurface Resurface Local 2026 2024 2 Isabel Bonita Dead End Resurface Resurface Local 2026 2023 5 Javelina Hunt Dr Deerwood Resurface Resurface Local 2026 2022 3 Johanna Ayers St Richter Resurface Resurface Local 2026 2023 3 Johanna Kostoryz Bonham Resurface Resurface Local 2026 New 2 John Lee Harry Gertie Resurface Resurface Local 2026 2024 DT John Sartain Shoreline S Mesquite Resurface SPMP Collector 2026 New 3 Kerry 10 Toole Del Starr Resurface Resurface Local 2026 2024 3 Kostoryz Holly Rd Saratoga Resurface SPMP Arterial 2026 2024 4 Laguna Shores Graham Hustlin Hornet Resurface SPMP Collector 2026 2026 1 Leonard Leopard Starlite Resurface Resurface Local 5/16/2023 7 2024 - 2028 Infrastructure Management Plan (IMP) List 2026 2026 2022 5 Lethaby Lipes Dead End W Resurface Resurface Local 2026 2024 DT Lomax Shoreline S Lower Broadway Resurface SPMP Collector 2026 2024 4 Lorine Truk Utica Resurface Resurface Local 2026 2024 5 Lostgate Heavensgate Opengate Resurface Resurface Local 2026 2022 5 Lourdes Annemasse Dead End Resurface Resurface Local 2026 2024 DT Lower Broadway Lomax John Sartain Resurface SPMP Collector 2026 New 3 Lynncrest Crestvilla Crestside Resurface Resurface Local 2026 2022 2 Mavis Rossiter Sea View Resurface Resurface Local 2026 2024 2 McArdle Weber Everhart Resurface SPMP Arterial 2026 2024 3 McArdle Carroll Ln Weber Resurface SPMP Collector 2026 2024 2 Mc Kenzie Nineteenth Brownlee Resurface Resurface Local 2026 2026 DT Mestina Staples S Artesian Preservation Concrete Local 2026 2022 3 Milam Or Sokol Dr Bexar Dr Resurface Resurface Local 2026 2024 5 Mountain Wood Fox Run Opengate Resurface Resurface Local 2026 2022 2 Naples Roosevelt Norton Resurface Resurface Local 2026 2022 3 Navarro Sacky Sokol Resurface Resurface Local 2026 2022 5 Nicklaus Boros Dead End Resurface Resurface Local 2026 2024 5 Opengate Lostgate Timbergate Resurface Resurface Local 2026 2026 3 O'Toole Del Starr Kerry Resurface Resurface Local 2026 New 3 Pangani Carroll Ln Lynncrest Resurface Resurface Local 2026 2024 5 Patti Dunbarton Oak Dead End Resurface Resurface Collector 2026 2024 3 Persimmon Sweet Gum Choctaw Resurface Resurface Local 2026 2023 5 Pheasant Bent Trail Dr Dead End Resurface Resurface Local 2026 2023 3 Phillips E&W Queen Queen Resurface Resurface Local 2026 2025 4 Pier Harbor Lights Harbor Village Resurface Resurface Local 2026 2026 5 Player Saratoga Rd Eider Resurface Resurface Collector 2026 2022 2 Pope Doddridge Wilshire Resurface Resurface Local 2026 New 1 Port Mary IH 37 Resurface SPMP Arterial 2026 2024 1 Port Morgan Buford Resurface SPMP Arterial 2026 2024 1 Prescott Brownlee Eighteenth Resurface Resurface Local 2026 2023 3 Queen E&W Phillips Philips Resurface Resurface Local 2026 2022 2 Rainbow San Antonio Sea View Resurface Resurface Local 2026 2022 2 Reid Or Wilshire Doddridge Resurface Resurface Local 2026 2025 4 Rex Laguna Shores Whiteley Resurface Resurface Local 2026 2024 3 River Crest Hill Crest Choctaw Resurface Resurface Local 2026 2024 3 Riverbend Solomon Choctaw Resurface Resurface Local 2026 2024 4 Rose Lorine Stranton Resurface Resurface Local 2026 2024 4 Roseanne Sands Ester Resurface Resurface Local 2026 2023 1 Roundrock Rd Dunstain St Rustic Oak Resurface Resurface Local 2026 2023 4 Rudder Ct Dasmarinas Dead End Resurface Resurface Local 2026 2023 1 Rustic Oak Round Rock Nolford Resurface Resurface Local 2026 2024 4 Sands Truk Utica Resurface Resurface Local 2026 2022 2 Sea View San Antonio Ocean Resurface Resurface Local 2026 2022 1 Second St Morgan Hancock Resurface Resurface Local 2026 2022 3 Seguin Or Sokol Dr Bexar Dr Resurface Resurface Local 2026 2025 1 Sessions IH 37 Dead End Resurface Resurface Local 2026 2024 1 Seventeenth Prescott Crosstown Resurface Resurface Local 2026 2024 2 Seventeenth Mc Kenzie Ayers Resurface Resurface Local 2026 2024 1 Sixteenth Prescott Mc Kenzie Resurface Resurface Local 2026 2024 2 Sixteenth Mc Kenzie Ayers Resurface Resurface Local 2026 2024 3 Solomon River Crest Water Lily Resurface Resurface Local 2026 2022 5 St Tropez Annemasse Montereau Resurface Resurface Local 2026 2026 2 Staples S Brawner Kostoryz Preservation Concrete Arterial 2026 2023 5 Stonemill Cir Hunt Dr Dead End Resurface Resurface Local 2026 2024 3 Sweet Gum River Crest Persimmon Resurface Resurface Local 2026 2022 1 Third St Morgan Tancahua Resurface Resurface Collector 2026 2024 4 Tulia Sands Dead End Resurface Resurface Local 2026 2024 4 Utica Sands Dead End Resurface Resurface Local 2026 New 3 Valhalla Carroll Ln Van Crest Resurface Resurface Local 2026 New 3 Van Crest Valhalla Crestdale Resurface Resurface Local 2026 2022 2 W Clark Clark Houston Resurface Resurface Local 2026 2026 DT Waco Leopard Mestina Preservation Concrete Local 2026 2024 3 Water Lily Solomon IChoctaw Resurface Resurface Local 2026 2022 5 Weiskopf Cir Weiskopf Ln I Dead End Resurface Resurface Local 2026 2022 5 Weiskopf Ln Acushnet jGreenboro Resurface Resurface I Local F26-261 New 1 Westgate Up River IGranada Resurface Resurface I Local 5/16/2023 8 2024 - 2028 Infrastructure Management Plan (IMP) List 2026 F. , T. u 2026 2022 3 Wharton Sacky Sokol Resurface Resurface Local 2026 2025 4 Whiteley Rex Thelma Resurface Resurface Local 2026 2023 4 Williams Roddfield Airline Rd Preservation Concrete Collector 2026 2022 2 Wilshire PI Delaine Catalina Resurface Resurface Local 2026 2023 3 Wooldridge Killarmet Everhart Resurface Resurface Local 2026 2024 3 Wooldridge Cascade Staples Resurface SPMP Collector 2026 1 2024 i 2 JZarskV IMcArdle lGollihar Resurface Resurface Local Total 139 5/16/2023 9 2024 - 2028 Infrastructure Management Plan (IMP) List 2027 2027 1 2024 4 JAccess 2 S H 361 Beach Preservation Concrete Collector 2027 2023 4 Amos Ct Seth St Dead End Resurface Resurface Local 2027 2023 2 Andrews Prescott Crosstown Resurface Resurface Local 2027 2023 1 Attoyac Dr Spring Creek Dead End Resurface Resurface Local 2027 New 1 Baldwin Leopard Agnes Resurface SPMP Arterial 2027 2024 3 Balsam Boisdarc Trojan Resurface Resurface Local 2027 2026 4 Bayberry E Bayberry N Bayberry S Resurface Resurface Local 2027 2026 4 Bayberry N Waldron Bayberry E Resurface Resurface Local 2027 2026 4 Bayberry S Bayberry E Waldron Resurface Resurface Local 2027 2026 3 Beacon Baldwin Dead End Resurface Resurface Local 2027 2023 2 Betel Crosstown Burnet Resurface Resurface Local 2027 2024 5 Bethlehem Mars Hill Dead End Resurface Resurface Local 2027 2024 3 Birch Greenwood Blackjack Resurface Resurface Local 2027 2023 1 Birdwood(Cir E) Birdwood Ln Dead End Resurface Resurface Local 2027 2023 1 Birdwood(Cir W) Birdwood Ln Dead End Resurface Resurface Local 2027 2023 1 Birdwood Ln Violet Rd White Oak Resurface Resurface Local 2027 2024 3 Blackjack Boisdarc Dead End Resurface Resurface Local 2027 2025 5 Briarhurst Roanoke Dunbarton Oak Resurface Resurface Local 2027 2023 2 Brownlee Staples Louisiana Resurface Resurface Collector 2027 2024 2 Buckaroo Ayers Staples Resurface Resurface Local 2027 2023 2 Burnet Prescott Dead End Resurface Resurface Local 2027 2023 1 Buttes Dr Spring Creek Dead End Resurface Resurface Local 2027 2025 DT Cabra Lake Chipito Resurface Resurface Local 2027 2023 1 Calamity Dr Spring Creek Dead End Resurface Resurface Local 2027 2024 5 Canaan Bethlehem Dead End Resurface Resurface Local 2027 2024 1 Carencia Deepwater Oglethorpe Resurface Resurface Local 2027 2025 DT Chaparral Lomax Taylor Preservation Concrete Collector 2027 2023 5 Cherry Hills Greenbriar Oakmont Resurface Resurface Local 2027 2025 DT Chipito Staples Waco Resurface Resurface Local 2027 2025 5 Clairfield Roanoke Charter Resurface Resurface Local 2027 2023 4 Cleopatra Whitaker Dead End Resurface Resurface Local 2027 2024 2 Clifford Santa Fe Staples Resurface Resurface Local 2027 2024 5 Corinth Mars Hill Jericho Resurface Resurface Local 2027 New 1 Corn Products E&W Leopard IH 37 Resurface SPMP Arterial 2027 2024 4 Cuttysark Encantada Eaglesnest Bay Resurface Resurface Local 2027 2024 5 Dallas Yorktown Blvd Oso Pkwy Resurface Resurface Local 2027 2024 5 Deer Park South Oso Pkwy South Oso Pkwy Resurface Resurface Local 2027 2024 5 Deer Park Cir Deer Park Dead End Resurface Resurface Local 2027 2024 5 Del Rio Odessa Oso Pkwy Resurface Resurface Local 2027 2024 1 Dona I H 37 Up River Resurface Resurface Local 2027 2025 5 Downing Dunbarton Oak Airline Rd Resurface Resurface Local 2027 2024 1 Dwyer Shane Dead End Resurface Resurface Local 2027 2024 1 Eighteenth Mary Laredo Resurface Resurface Local 2027 2023 4 Ezekiel Ct Seth St Dead End Resurface Resurface Local 2027 2023 2 Fifteenth Staples Louisiana Resurface Resurface Local 2027 2023 1 Fleetwood Leopard Timbergrove Resurface Resurface Local 2027 2023 1 Forest Hill Violet Birdwood Resurface Resurface Local 2027 New 4 Fortuna Bay Gypsy Dead End Resurface Resurface Local 2027 2026 3 Forty Fifth Agnes Santa Elena Resurface Resurface Local 2027 2026 3 Forty Fourth Agnes Santa Elena Resurface Resurface Local 2027 2024 5 Ft Stockton Dallas Rocksprings Resurface Resurface Local 2027 2024 5 Galilee Bethlehem Dead End Resurface Resurface Local 2027 2025 3 Gaviota Scapular County Rd 36 Resurface Resurface Local 2027 2023 5 Greenbriar St Andrew Cherry Hills Resurface Resurface Local 2027 2026 1 Greenwood Port Baldwin Resurface SPMP Arterial 2027 2025 2 Greenwood Baldwin Lawton Resurface SPMP Arterial 2027 2025 3 Greenwood Lawton Horne Resurface SPMP Arterial 2027 2025 3 Greenwood Gollihar West Point Resurface SPMP Arterial 2027 2024 4 Grenadine Vincent Cuttysark Resurface Resurface Local 2027 2023 1 Hancock Brownlee Crosstown Resurface Resurface Local 2027 2024 3 Harwick Sanderson Lands Resurface Resurface Local 2027 2024 3 Hemlock Greenwood Blackjack Resurface Resurface Local 2027 2024 3 Hickory Greenwood Blackjack Resurface Resurface Local 2027 2023 4 Hosea Ct Seth St Dead End Resurface Resurface Local 2027 2023 4 Isaiah Ct Seth St Dead End Resurface Resurface Local 2027 2024 4 Isla Colon Cuttysark Dead End Resurface Resurface Local 5/16/2023 10 2024 - 2028 Infrastructure Management Plan (IMP) List 2027 v ' h 2027 2023 4 Jeremiah Ct Seth St Dead End Resurface Resurface Local 2027 2024 5 Jericho Corinth Dead End E&W Resurface Resurface Local 2027 2023 4 Joel Ct Seth St Dead End Resurface Resurface Local 2027 2023 1 Keegan Dr Spring Creek Dead End Resurface Resurface Local 2027 2026 3 Kendall E&W Mansheim Larcade Resurface Resurface Local 2027 2025 5 Kennsington Hampton Dunbarton Oak Resurface Resurface Local 2027 2024 5 Kerrville Dallas Dead End Resurface Resurface Local 2027 2026 3 Kingpin Flato Padre Island Dr Preservation Concrete Local 2027 2024 2 Kostoryz Staples Brawner S Preservation Concrete Arterial 2027 2025 DT Lake Staples Waco Resurface Resurface Local 2027 2024 3 Lands Greenwood Dead End Resurface Resurface Local 2027 2026 3 Larcade E&W Mansheim Kendall Resurface Resurface Local 2027 2023 1 Lavaca River Ct Clear Fork Dead End Resurface Resurface Local 2027 2023 1 Lavaca River Dr Clear Fork Keegan Resurface Resurface Local 2027 2024 5 Lindenwood Sutherland Lipes Resurface Resurface Local 2027 2026 3 Locke Ln Wickersham Wickersham Resurface Resurface Local 2027 2026 3 Long Cir Montecita Dead End Resurface Resurface Local 2027 2023 2 Loritte Sarita Crosstown Resurface Resurface Local 2027 2025 2 Louisiana Access Staples Louisiana S Resurface SPMP Collector 2027 2024 2 Louisiana N Staples Ocean Resurface SPMP Collector 2027 2025 2 Louisiana S Staples Ocean Resurface SPMP Collector 2027 2024 5 Lubbock Rocksprings Everhart Resurface Resurface Local 2027 2024 1 Marguerite Crosstown Eighteenth Resurface Resurface Local 2027 2025 3 Mariposa Simon Scapular Resurface Resurface Local 2027 2024 5 Mars Hill South Oso Pkwy CR 41 Resurface Resurface Local 2027 2024 1 Mary Crosstown Nineteenth Resurface Resurface Local 2027 2024 1 Mc Cain Leopard Dead End Resurface Resurface Local 2027 2026 3 Meadow Cir Montecita Dead End Resurface Resurface Local 2027 2024 4 Mediterranean Otranto Maui Resurface Resurface Collector 2027 New 4 Mingo Cay Mont Pelee Dead End Resurface Resurface Local 2027 New 4 Mont Pelee Fortuna Bay Hawknest Bay Resurface Resurface Local 2027 2026 3 Montecita Longmeadow Saratoga Resurface Resurface Local 2027 2023 2 Montgomery MacArthur Eisenhower Resurface Resurface Local 2027 2024 1 Morrow Up River Rand Morgan Resurface Resurface Local 2027 2023 2 Naples Staples Ocean Resurface Resurface Local 2027 2023 2 Niagara Burnet Burnet Resurface Resurface Local 2027 2023 2 Niagara Horne Roslyn Resurface Resurface Local 2027 2023 2 Norton Kostoryz Brentwood Resurface Resurface Collector 2027 2023 5 Oakmont St Andrew Greenbriar Resurface Resurface Local 2027 2024 5 Odessa Oso Pkwy Dallas Resurface Resurface Local 2027 2024 1 Oglethorpe Brookhill Dead End Resurface Resurface Local 2027 2024 2 Palmero Alameda S Santa Fe Resurface Resurface Local 2027 2023 1 Peach Tree Stonewall Leopard Resurface Resurface Local 2027 2023 4 Pharaoh Delta Nile Resurface Resurface Local 2027 2024 4 Portillo Vincent Cuttysark Resurface Resurface Local 2027 2023 2 Presa Niagara Sarita Resurface Resurface Local 2027 2023 2 Prescott Crosstown Horne Resurface Resurface Local 2027 2023 2 Purl Santa Fe Dead End Resurface Resurface Local 2027 2023 2 Rambler Roslyn Horne Resurface Resurface Local 2027 2025 4 Ramfield Roscher Flour Bluff Resurface Resurface Local 2027 2025 3 Revolution Senators Congressional Resurface Resurface Local 2027 2023 2 Reynosa Andrews Burnet Resurface Resurface Local 2027 2023 5 River Oaks St Andrew Greenbriar Resurface Resurface Local 2027 2025 5 Roanoke Dunbarton Oak Clairfield Resurface Resurface Local 2027 2025 4 Robert Alameda S Ocean Resurface SPMP Collector 2027 2024 5 Rocksprings Ft Stockton Dead End Resurface Resurface Local 2027 2023 2 Roslyn Rambler Prescott Resurface Resurface Local 2027 2025 5 Royal Ct Downing Dead End Resurface Resurface Local 2027 2024 5 San Angelo Dallas Kerrville Resurface Resurface Local 2027 2023 4 Sand Piper Cir Sand Piper N Dead End Resurface Resurface Local 2027 2023 4 Sand Piper E Ennis Joslin Dead End Resurface Resurface Local 2027 2023 4 Sand Piper N Sand Piper E Sand Piper Cir Resurface Resurface Local 2027 2024 3 Sanderson Greenwood Harwick Resurface Resurface Local 2027 2025 4 Santa Fe Robert IDoddridge I Resurface I SPMP I Collector 2027 2023 2 Sarita lHorne lBurnet I Resurface I Resurface I Local 2027 2025 3 Scapular lClarkwood IGaviota Resurface Resurface Local 5/16/2023 11 2024 - 2028 Infrastructure Management Plan (IMP) List 2027 2027 2023 4 Seth St Amos Ct Isaiah Ct Resurface Resurface Local 2027 2023 1 Seven Trees Stonewall Dead End Resurface Resurface Local 2027 2024 1 Seventeenth Marguerite Dead End Resurface Resurface Local 2027 2024 1 Shane Mc Cain Dwyer Resurface Resurface Local 2027 2025 3 Simon Clarkwood Stock Resurface Resurface Local 2027 2023 2 Sixteenth Staples Louisiana Resurface Resurface Local 2027 2023 1 Spring Creek Dr Red River Dr Dead End Resurface Resurface Local 2027 2025 3 Stock Clarkwood Simon Resurface Resurface Local 2027 2023 1 Stonewall Mc Kinzie Dead End Resurface Resurface Local 2027 2023 4 Sunglo St Don Patricio Rd Seth St Resurface Resurface Local 2027 2024 1 Sunnyville Oglethorpe Dead End Resurface Resurface Local 2027 1 2024 1 Sunnyville Cir Sunnyville Dead End Resurface Resurface Local 2027 2024 5 Sutherland Citrus Valley Dead End Resurface Resurface Local 2027 2024 3 Sycamore Greenwood Blackjack Resurface Resurface Local 2027 2023 2 Talisman Sarita Rambler Resurface Resurface Local 2027 2023 2 Third St Purl Aberdeen Resurface Resurface Local 2027 2023 1 Timbergrove Peachtree Violet Rd Resurface Resurface Local 2027 1 2023 1 Vicksburg Stonewall Stonewall Resurface Resurface Local 2027 2024 4 Vincent Cuttysark Cuttysark Resurface Resurface Local 2027 2025 3 West Point Padre Island Dr Greenwood Resurface SPMP Collector 2027 2023 4 Whitaker Cleopatra Hazel Resurface Resurface Local 2027 2023 1 White Oak Timbergrove Dead End Resurface Resurface Local 2027 2025 DT Winnebago IStaples N lCrosstown I Resurface Resurface Local 2027 2023 1 Wolf Creek Clear Fork Dr Dead End Resurface Resurface Local 2027 2026 3 Woodstone Locke Wickersham Resurface Resurface Local ELM 5/16/2023 12 2024 - 2028 Infrastructure Management Plan (IMP) List 2028 IUIII I 2028 1 2025 4 JA La Entrada Calle Primavera Dead End Resurface Resurface Local 2028 2026 2 Ada Washington Elgin Resurface Resurface Local 2028 2026 1 Agnes King Crosstown Resurface SPMP Arterial 2028 2026 4 Ambrosia Aquarius Jackfish Resurface Resurface Local 2028 2026 5 Ammer Lake Bistineau Dead End Resurface Resurface Local 2028 2025 5 Anastasia Bratton Cool Breeze Resurface Resurface Local 2028 2025 4 Aquarius Cabana N Bello Resurface Resurface Collector 2028 2024 3 Barrera Horne Bloomington Resurface Resurface Local 2028 New 3 Beckford Fulton Dead End Resurface Resurface Local 2028 2025 2 Beechcraft Post Fleet Resurface Resurface Local 2028 2025 4 Bello Aquarius Dragonet Resurface Resurface Local 2028 2026 5 Benchfield Boston Dead End Resurface Resurface Local 2028 2023 3 Betty Jean Holly Rd Williams Resurface Resurface Collector 2028 2023 3 Betty Jean Cir Betty Jean Dead End Resurface Resurface Collector 2028 2026 5 Bistineau Ammer Lake Vanern Resurface Resurface Local 2028 2026 2 Blevins Ayers Naples Resurface Resurface Collector 2028 2024 4 Blue Jay Quetzal Oriole Resurface Resurface Local 2028 2024 1 Bluff Tri River Forest Dead End Resurface Resurface Local 2028 2026 3 Bonner Staples Everhart Resurface Resurface Local 2028 2026 1 Booty Brownlee Dead End Resurface SPMP Collector 2028 2026 5 Boston Staples Yorktown Resurface Resurface Collector 2028 New 3 Bradley Fulton Cimarron Resurface Resurface Local 2028 2024 4 Bramling Cir Quetzal Dead End Resurface Resurface Local 2028 2025 1 Braniff Virginia Post Resurface Resurface Local 2028 2026 5 Bratton Weber Aaron Resurface Resurface Local 2028 2025 1 Breckenridge Petty Quaile Resurface Resurface Local 2028 2022 2 Brentwood Horne Norton Resurface Resurface Local 2028 2025 4 Brigantine Main Royal Caraval Resurface Resurface Local 2028 2024 1 Cactus Cir River Forest Dead End Resurface Resurface Local 2028 2024 2 Cambridge Alexander Horne Resurface Resurface Local 2028 2026 1 Cantwell IH 37 Leopard Resurface Resurface Local 2028 2026 5 Canyon Lake Venice Dead End Resurface Resurface Local 2028 2025 4 Capstan White Cap Blvd Brigantine Resurface Resurface Local 2028 2026 2 Carroll Staples Houston Resurface SPMP Collector 2028 2026 2 Carver Lawton Soledad Resurface Resurface Local 2028 2025 2 Casa Blanca Hayward Casa De Oro Resurface Resurface Local 2028 2025 2 Casa De Palmas Casa Linda Orlando Resurface Resurface Local 2028 2026 5 Cedar Brook Spring Brook Stony Brook Resurface Resurface Local 2028 2024 5 Cedar Pass Sun Valley Everhart Resurface Resurface Collector 2028 New 1 Cenizo IH 37 Live Oak Resurface Resurface Local 2028 2024 3 Chula Vista Horne Greenwood Resurface Resurface Local 2028 2026 2 Churchill Tarlton Robin Resurface Resurface Local 2028 2026 5 Clear Brook Boston Spring Brook Resurface Resurface Local 2028 2026 5 Cold Springs Boston Spring Brook Resurface Resurface Local 2028 2024 4 Compton Waldron First National Resurface Resurface Collector 2028 2022 2 Condee Vanderbilt W Naples Resurface Resurface Local 2028 2025 5 Cool Breeze South Wind Dead End Resurface Resurface Local 2028 New 3 Coppedge Fulton Cimarron Resurface Resurface Local 2028 2026 5 Creekmont Boston Dead End Resurface Resurface Local 2028 New 4 Cruiser Park Road 22 White Cap Resurface Resurface Local 2028 2025 1 Cub Virginia Post Resurface Resurface Local 2028 2025 1 Curtiss Virginia Post Resurface Resurface Local 2028 New 3 Dewberry Durant Wooldridge Resurface Resurface Local 2028 2026 2 Dixie Washington Elgin Resurface Resurface Local 2028 2024 2 Dody Linden Gollihar Resurface Resurface Local 2028 2023 2 Dolphin Adkins Staples S Resurface Resurface Local 2028 2023 4 Doubloon Aquarius Dead End Resurface Resurface Local 2028 2025 4 Dragonet Cabana N Bello Resurface Resurface Local 2028 2023 2 Driftwood Staples S Adkins Resurface Resurface Local 2028 2026 3 Durant Cir Fulton Dead End Resurface Resurface Local 2028 2025 5 East Wind Aaron Windchime Resurface Resurface Local 2028 2025 1 Eastern Virginia Post Resurface Resurface Local 2028 2024 2 Ebonwood Canturbury Ennis Joslin Resurface Resurface Local 2028 2026 2 Edward Ayers Naples Resurface Resurface Local 2028 2026 2 lElgin Soledad Lawton Resurface Resurface Local 2028 1 2024 3 Esplanade E IStaples S Spohn Resurface Resurface Collector 5/16/2023 13 2024 - 2028 Infrastructure Management Plan (IMP) List 2028 u 2028 2024 3 Esplanade W Staples S Spohn Resurface Resurface Collector 2028 2025 1 Fairchild Virginia Post Resurface Resurface Local 2028 2026 2 Fannin Ayers Dead End Resurface Resurface Local 2028 2024 1 Forest Cir River Forest Dead End Resurface Resurface Local 2028 New 3 Fulton Wooldridge Bradly Resurface Resurface Local 2028 2026 4 Goldfish Ambrosia Jackfish Resurface Resurface Local 2028 2026 1 Goodnight-Loving Rand Morgan Rhumba Trail Rehabilitation RSRP Local 2028 2025 3 Greenwood Trojan Padre Island Dr Resurface SPMP Arterial 2028 2026 3 Greenwood Padre Island Or Holly Rd Resurface SPMP Arterial 2028 New 4 Gunwale Aquarius Dead End Resurface Resurface Local 2028 New 4 Halyard Aquarius Dead End Resurface Resurface Local 2028 2023 2 Hamlin Staples S Adkins Resurface Resurface Local 2028 2026 2 Haroldson Alameda Dead End Resurface Resurface Local 2028 2024 1 Hillwood Trl Smith Dead End Resurface Resurface Local 2028 2024 1 Hillwood Trl N Hillwood Trl Dead End Resurface Resurface Local 2028 2025 2 Horne Kostoryz Devon Resurface SPMP Collector 2028 2026 5 Impala Kodiak Dead End Resurface Resurface Local 2028 2026 4 Indigo Ambrosia Jackfish Resurface Resurface Local 2028 New 4 Jolly Rogers Aquarius Dead End Resurface Resurface Local 2028 2026 2 Kitchens Washington Elgin Resurface Resurface Local 2028 2026 5 Kodiak Cimarron Wolverine Resurface Resurface Local 2028 2026 5 Lake Charles Bistineau Dead End Resurface Resurface Local 2028 2026 5 Lake Huron Venice Thundersee Resurface Resurface Local 2028 2026 2 Lawton Greenwood Dead End Resurface Resurface Local 2028 2026 1 Leigh Leopard Villa Resurface Resurface Local 2028 2026 2 Lewis Edward Fannin Resurface Resurface Local 2028 2022 1 Live Oak Oak Park IH 37 Resurface Resurface Local 2028 2025 1 Lockheed Virginia Post Resurface Resurface Local 2028 2025 4 Main Royal White Cap Blvd Brigantine Resurface Resurface Local 2028 2026 4 Marina Padre Island Dr Ambrosia Resurface Resurface Local 2028 2026 4 McArdle Airline Rd Whitaker Resurface SPMP Collector 2028 2023 4 Mizzen Aquarius Dead End Resurface Resurface Local 2028 2024 1 Moon River River Forest Dead End Resurface Resurface Local 2028 New 1 Mueller IH 37 Leopard Resurface Resurface Local 2028 2025 2 Nogales Carver Elgin Resurface Resurface Local 2028 2026 5 Northfield Boston Spring Brook Resurface Resurface Local 2028 2026 2 Norton Ayers Naples Resurface Resurface Local 2028 2025 4 Nube Primavera Dead End Resurface Resurface Local 2028 2026 1 Oregon Trail Rand Morgan Dead End Rehabilitation RSRP Local 2028 2025 2 Orlando Kostoryz Casa Linda Resurface Resurface Local 2028 2025 5 Oso Pkwy Yorktown Blvd Staples Resurface Resurface Collector 2028 2026 4 Oso Pkwy Holly Canadian Resurface SPMP Collector 2028 2024 3 Parkway Wooldridge Esplanade Resurface Resurface Collector 2028 2025 1 Petty Van Cleve Breckenridge Resurface Resurface Local 2028 2025 1 Post Eastern Beechcraft Resurface Resurface Local 2028 2025 4 Primavera Dragonet Dead End Resurface Resurface Local 2028 2026 1 Quaile Van Cleve Breckenridge Resurface Resurface Local 2028 2026 4 Quetzal Sunbird Blue Jay Resurface Resurface Local 2028 2022 1 Ret ma Up River IH 37 Resurface Resurface Local 2028 2024 4 Ribbon Tail Crossbill Quetzal Resurface Resurface Local 2028 2024 1 River Forest Moon River Smith Resurface Resurface Local 2028 2024 1 River View Smith River Forest Resurface Resurface Local 2028 2026 2 Rogers Washington Elgin Resurface Resurface Local 2028 2024 1 Rolling Acres Wagon Wheel Leopard Resurface Resurface Local 2028 2024 1 Rolling Ridge Hillwood Trl Dead End Resurface Resurface Local 2028 New 3 Rosalie Prescott Dead End Resurface Resurface Local 2028 2025 2 Ryan Post Virgina Resurface Resurface Local 2028 2026 4 Scallop Ambrosia Jackfish Resurface Resurface Local 2028 2026 5 Schwerin Lake Venice Dead End E&W Resurface Resurface Local 2028 2026 1 Scott Leigh Quaile Resurface Resurface Local 2028 2026 3 Shaw Horne Hudson Resurface Resurface Local 2028 2024 1 Smith Calallen River Forest Resurface Resurface Local 2028 2026 5 Snowgoose Everhart Timbergate Resurface Resurface Collector 2028 2025 5 South Wind Bratton Cool Breeze Resurface Resurface Local 2028 2026 5 Spring Brook Boston Clear Brook Resurface Resurface Local 2028 2025 5 Spring Wind Bratton Cool Breeze Resurface Resurface Local 5/16/2023 14 2024 - 2028 Infrastructure Management Plan (IMP) List 2028 YEAR ORIGINAL 9W11 , e P® Wp ®....„. CLASSIFICATION YEAR Imam 2028 2025 1 Stinson Virginia Post Resurface Resurface Local 2028 2025 5 Summer Wind Wind Chime Bratton Resurface Resurface Local 2028 2025 5 Summertime Bratton Cool Breeze Resurface Resurface Local 2028 2025 4 Tajamar A La Entrada Dead End Resurface Resurface Local 2028 2026 2 Tarlton Ayers Naples Resurface Resurface Local 2028 2025 2 Texan Tri Staples Casa Bonita Resurface Resurface Local 2028 2026 2 Texan Tri Staples Santa Fe Resurface SPMP Collector 2028 2026 5 Timber Crest Boston Spring Brook Resurface Resurface Local 2028 2023 4 Topsail Aquarius Dead End Resurface Resurface Local 2028 2026 1 Up River St Palm Fairview Resurface SPMP Collector 2028 2026 1 Van Cleve Leopard Quaile Resurface Resurface Local 2028 2022 2 Vanderbilt W Roosevelt Condee Resurface Resurface Local 2028 2025 1 Villa Leopard Baldwin Resurface Resurface Local 2028 2024 1 Vista Cir Vista Ridge Dead End Resurface Resurface Local 2028 2024 1 Vista Ridge Riverview Smith Resurface Resurface Local 2028 2023 3 Vitemb Rosalie Horne Resurface Resurface Local 2028 2024 1 Wagonwheel Wildwood Wildwood Resurface Resurface Local 2028 2026 2 Washington Soledad Lawton Resurface Resurface Local 2028 2026 2 Watson Ayers Naples Resurface Resurface Local 2028 2025 5 West Wind Bratton ICool Breeze Resurface Resurface Local 2028 2026 1 Westland Villa Mac Leod Resurface Resurface Local 2028 2024 1 Wildwood E Wagon Wheel Up River Resurface Resurface Local 2028 2024 1 Wildwood W Wagon Wheel Rolling Acres Resurface Resurface Local 2028 2025 5 Wind Chime East Wind Summer Wind Resurface I Resurface Local 2028 2025 5 Windy Way Bratton Cool Breeze Resurface Resurface Local 2028 1 2025 1 Wright IVirginia Post Resurface I Resurface Local 2028 1 New 1 3 iYale JChula Vista IShaw I Resurface I Resurface I Local 5/16/2023 15 INFRASTRUCTURE MANAGEMENT PLAN it- FY 2024-2028 = L 1_ w I J NUECES BAY _ CORPUS CHRISTI BAY ni i • _. It \ \ f Wil I•�. �x j � I +s�_.._ �-\ t!.\\ �I`�t-r��,��\/ ��",'' \ 1 � I�. �;+ i� ji/a �I�II-rhlpl�• - � I a- ..a '!ll -{i�—_-�.•� All, I I JIJ1 i _ - 111111!" qcl \`11 `o�eus cyR� i 4 j DEPARTMENT • PUB IC • R PUBLIC WORKS Ernesto �- DFPARTp<FNT v , Garza Director 0r 7852 avalvel- 2028 y r FivemYear-. - *° 4 Infrastructure Manage N J , 2023 Infrastructure Management Plan ( IMP) Overview • The Infrastructure Management Program (IMP) is a five-year rolling program which focuses on the maintenance of Corpus Christi streets. • Established in 2020 as a 5-year scheduled program for street improvements • Currently in 3rd Annual IMP(FY 2023-2027) • Proposing 4th Annual IMP (FY 2024-2028) • This plan was developed from assessment and review of the City's street conditions and input from Public Works public sessions in May 2023. STREET RESIIE 14L PREVENTATIVE CONCRETE MAINTENANCE F RECONSON STREET PROGRAM FROGRAM MAINTENANCE,: Programs Overview 0 • Regularly scheduled maintenance program for streets in fair condition.All streets that are considered in fair condition are eligible for maintenance work through either an ultra thin surface or overlay under this program.The annual Work Plan includes residential, local, collector and arterial streets. •Address the City's residential streets in poor condition.Two methods of pavement rebuild work include: rehabilitation and reconstruction.Candidate residential street selection is based on criteria including pavement condition,underground utility work needed, proximity to schools,and overall cost to repair the street. • Rehabilitation of residential streets.These streets have minimal concrete work associated. The work consists of a mill and overlay with spot base repairs.This program targets a "neighborhood approach". • This program begins the City's concrete pavement maintenance program.The work includesjoint sealants,panel replacement,and crack sealing. 3 Citywide Street Assessment Ladybug Global Positioning 360°Right- System"(GPS) - '��.� ,--- -' . of-Way ,- Camera 4 ` Current Networkk 11 =- 1238 Total Centerline Miles* 22 Alley Laser Crack y Measuring 835 Local _ System (LCMS-2) + 216 Collector - 165 Arterial � R NCAT Certified Internal Inertial Distance Measuring * the total length of a given road from a 3-Laser Profiler Measuring Unit (IMU) Instrument(DMI) start point to an end point -Roughness -Ruttina Pavement Treatments &Applications 86-100 Preventative Maintenance-Crackseal, Ultrathin 71-85 Maintenance- Mill & Overlay 56-70 Rehabilitation- Mill & Overlay, base repairs 0-55 Reconstruction- Full depth pavement reconstruction Preservation Maintenance/Rehabilitation Reconstruction , 6/5/2023 OR Of CORPUS CHRISTI • , PUBLIC WORKS - DEPARiMENi Pavement Condition by Functional Class Surface Type:All 400 / 372.9 350 rl)r � 323.9 300 250 JIM �5�1,1 200 / I �Z In 11 ll iso i 94.4 100 ------- 50.6 51.6 ---- 43.2 50 ! / 29.1 ■ 0 Arterial Collector Residential FUNCTIONAL CLASS Reconstruction ■Overlay Preventative Maintenance . 1 l Revised IMP IU- \� 0 Pavement only approach Legend > Worst first in initial 2 years 1'PCI RANGE 0-.1 Address more residential streets -PCI RANGE 0-55 • • 5x faster • Design life 10-30 years 6/5/2023 Pilot Program Austin St. gg 'a k 'Ass3 s^- 5/22/23 5/31/23 6/5/2023 Pilot Program Odem Dr. I r 4/10/23 4/19/23 6/5/2023 f Pilot Program Cresthill Dr. j Y 4 •• � oil�,x- '` _ _ n M1 n. .E' I �d `. ZPI. Rl�h 1 2/28/23 3/15/23 6/5/2023 Pilot Program I as Lake Bolsena Dr. Mot \w v� • 4' %'arfik, 'mow.. r - _.: ✓. �:, .' y Zc+� 3/8/23 3/21/23 6/5/2023 Pilot Program �f Moritz Lake Dr. w a� 3/28/23 4/4/23 6/5/2023 Pilot P 0 0 Rhone Lake Dr. I I"i7 r f:a 1 0 3/21/23 4/3/23 6/5/2023 Pilot Program Summary • Began pilot program on 2/28 • Milestones • 10 streets completed • 2.7 Centerline Miles • $1.4 Million PW IH construction cost 6/5/2023 Results Comparison of approaches to improve 373 CL miles of local streets with PCI 0 — 55 (Failed to Very Poor) Current IMP Pavement Only Approach 6 CL miles/year 31 CL miles/year 62 years I=> 12 years $930 Million => $180 Million Note: 5 times as many street CL miles will be paved with the Pavement Only Approach 6/5/2023 01 O'CORIUSCHR15TI PUBLIC WORKS Summary ,,,.,-,( • The proposed IMP is anticipated to provide the following results: • Projected PCI will improve from a 65 to a 75 • Overall IMP production is 37 CL miles/year • Begin in July with Council approval • Public Works is actively pursuing the reevaluation of the street network • This work will begin in FY 2024 and last approximately 1 year • The results will be reflected in the FY 2025 IMP development • Public Works is actively pursuing the reevaluation of the street network. This work will begin in January 2021 and last approximately 1 year. The results will be reflected in the FY 2022 IMP development. 6/5/2023 so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmonds, Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks & Recreation robertd4(a-)cctexas.com (361) 826-3133 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(a)cctexas.com (361) 826-3169 Construction Contract Award West Guth Park (Skate Park & Enhancements) (Bond 2020, Proposition B) CAPTION: Ordinance rejecting the low bid of Iconx Operating LLC as non-responsive and non-responsible and awarding a construction contract to the second low bidder, Northstar Elite Construction & Consulting, LLC, Spring Branch, TX, for the West Guth Park improvements project in an amount of$1,656,379.39 located in Council District 1, with FY 2023 funding available from the Bond 2020 Proposition B Funds. SUMMARY: This resolution approves a construction contract for the development of a regional playground for West Guth Park (Skate Park and Enhancements) to include a new skatepark, additional parking spaces, accessible walkways to new amenities, site lighting, and picnic areas with shade structures, barbeque pits, playscape and swings. BACKGROUND AND FINDINGS: West Guth Park is designated as a community regional park with a pool, playground, pavilion, hike & bike trail, a 20-hole disc golf course, and a duck pond that is unique to the community. The park also includes the Northwest Senior Center. On November 3, 2020, voters approved the City of Corpus Christi's Bond 2020 Program. Among the propositions passed was Proposition B— Parks, where West Guth Park is listed as a Citywide Park Project. The city allocated $2 million for West Guth Park Enhancements. This item is for the construction of a regional playground for the West Guth Park, a new skatepark, additional parking spaces, accessible walkways to new amenities with ADA and Texas Department of Regulations accessibility requirements, site lighting, picnic areas with shade structures, barbeque pits, playscape and swings. The park improvements will be funded through the Bond 2020 Program. This project does not include the design of the Dog Park. This portion of the project will be addressed as a separate project to follow. PROJECT TIMELINE: 2022 - 2023 2023 2023 January— January February— June July— December Design Bid/Award Construction Project schedule reflects award in June 2023 with anticipated completion by December 2023. COMPETITIVE SOLICITATION PROCESS: On February 13, 2023, the Contracts and Procurement Department issued a Request for Bids with the RFB number 4628 for the West Guth Park project. The City of Corpus Christi received bids from two contractors on March 22, 2023. Staff analyzed the bids in accordance with the contract documents and after thorough review, staff concluded the submitted documents could not be verified and determined the lowest bidder was deemed non-responsible by the Contracts and Procurement Department. The second bidder's qualifications, unit pricing, and references were checked and reviewed by Contracts and Procurement Department, city staff, and the City's design team. In addition, an Admin Hearing was conducted with the contractor by City staff. Based on the review, it is recommended for Northstar Elite Construction & Consulting, LLC, to be awarded the contract for this project for the base bid amount of$1,656,379.39. The Bid Alternates 1 & 2 will not be considered due to budget constraints. The Base Bid includes construction of a regional playground with a new skatepark, additional parking spaces, accessible walkways to new amenities (as needed), site lighting, and owner furnished picnic areas with shade structures, barbeque pits, playscape and swings. The bid received is within 13% of the engineer's estimate, which industry standards consider an acceptable estimate. The bid is representative of current market conditions. A summary of the bid is provided below: BID SUMMARY CONTRACTOR BASE BID Northstar Elite Construction & Consulting, LLC $1,656,379.39 Iconx Operating, LLC Deemed Non-Responsible Engineer's Opinion of Probable Construction Cost $1,439,454.00 This will be Northstar Elite Construction & Consulting, LLC's first project within the city. Northstar Elite Construction & Consulting, LLC has successfully completed a variety of new construction projects such as City Hall & Community Center (Nixon, TX), Blanco County Annex (Blanco, TX), Wilson Community Health Center (Floresville, TX), Karnes Community Health Center (Karnes, TX), Fire Station (Refugio, TX), San Diego ISD Field House (San Diego, TX), Sun Valley Elementary (San Antonio, TX), Greater Austin Pain Center (Kyle, TX), and holds Affiliations/Certifications from Associated General Contractors of America-San Antonio Chapter. Northstar Elite Construction & Consulting, LLC has partnered with American Ramp Company, the nation's leading skatepark firm specializing in design, engineering, and construction builder of skate parks for communities around the world with more than 20 years' experience and has successfully completed several specialty skate parks in Texas such as Rio Grande City Skatepark (Rio Grande, TX), Brownsville Skatepark (Brownsville, TX), Kiwanis Park Skateboard Park (Lufkin, TX), Texarkana Skatepark (Texarkana, TX), and Travis County Skatepark (Travis, TX). ALTERNATIVES: The City Council could choose not to award the construction contract to Northstar Elite Construction & Consulting, LLC. This would delay the new improvements to West Guth Park. FISCAL IMPACT: The fiscal impact for FY 2023 is an amount of$1,656,379.39 with funding available from the Bond 2020 Proposition B Funds. Currently the project has $1,565,000 available for construction. The additional funds in the amount of$154,884.80 for project completion will be funded from the Bond 2020 Proposition B-Parks District 1,2,4 and 5 projects. Bond 2020 Proposition B-Parks District 1,2,4 and 5 projects are construction completed. FUNDING DETAIL: Fund: PK&R2021 Bd20 B (Fund 3296) Department: Parks & Recreation (27) Org: Grants and Capital Projects (89) Account: Construction (550910) Activity: 21084-3296-EXP Amount $1,656,379.39 RECOMMENDATION: Staff recommends City Council award the construction contract to Northstar Elite Construction & Consulting, LLC for the construction of West Guth Park (Skate Park & Enhancements) in the amount of$1,656,379.39. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Bid Tab CIP Page PowerPoint Page 1 of 2 Ordinance rejecting the low bid of Iconx Operating LLC as non-responsive and non-responsible and awarding a construction contract to the second low bidder, Northstar Elite Construction & Consulting, LLC, Spring Branch, TX, for the West Guth Park improvements project in an amount of $1,656,379.39 located in Council District 1, with FY 2023 funding available from the Bond 2020 Proposition B Funds. WHEREAS, the apparent low bidder for the Project, Iconx Operating LLC, submitted a fraudulent bid bond which makes their bid non-responsive. WHEREAS, some of the projects and references listed by Iconx Operating LLC in their past construction experience submitted with their Bid did not check out making them non- responsible. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The apparent low bid submitted by Iconx Operating LLC is rejected as non- responsive and non-responsible. SECTION 2. The City Manager or designee is authorized to execute a construction contract with Northstar Elite Construction & Consulting, LLC as the lowest responsive, responsible bidder in the amount of $1 ,656,379.39 for the West Guth Park improvements project. 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 Page 2 of 2 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor PROJECT LOCATION N SCALE: N.T.S. (".B J tl a VPM1 LOCATION MAP NOT TO SCALE 77-77 PROJECT LOCATION NUECES BAY AN NAVI LLE oti l/ c pR w N Z Z SHIP CHANN 0 CORPUS CHRISTI Fp z ACRO A, Q o LEOPARD g U 0 a z 44 44 CORPUS CHRISTI p 6q �p�/i� 286 INTERNATIONAL t= AIRPORT 358 MOFtGP z N rn y N (D O� <v G F '�` �2 cgRp<F ,,Co Q°eco 's" m� V VICINITY MAP NO<<Y NOT TO SCALE PROJECT NUMBER: 21084 CITY COUNCIL EXHIBIT WEST G U T H PARK CITY OF CORPUS CHRISTI,TEXAS VAI DEPARTMENT OF ENGINEERING SERVICES 3 SCALE: N.T.S. PROJECT LOCATION Up Ak I 0 � ® i TULOSO MIDWAY HIGHSCHOOL fill Aft r " ooq o u Z ,..� AERIAL MAP NOT TO SCALE PROJECT NUMBER: 21084 CITY COUNCIL EXHIBIT WEST G U T H PARK CITY OF CORPUS CHRISTI,TEXAS VONI DEPARTMENT OF ENGINEERING SERVICES RFB 4628 PN.21084 West Guth Park Improvements ID:RFB 4628 PN.21084 Iconx Operating Northstar Elite Item Description Unit Quantity LLC Construction& Consulting,LLC Base Bid PART A-GENERAL Al MOBILIZATION LS1.00 275.601.06 A2 BONDS&INSURANCE AL 1.00 33019.13 A3 OZONE DAY DAY 1.00 seemed Non-Responsible 12500.00 Sub Totals 321 120.19 PART B-GEN ERAL SITE B1 DEMOLITION-EXISTING FURNISH INGS PICNIC PADS OFF-SITE LS 1.00 10000.00 B2 EXISTING CONCRETE BOLLARDS AND CABLE TREES ASPHALT SAW CUT LIGHT POLE LS 1.00 $10,000.00 B3 STORM WATER POLLUTION PREVENTION PLAN LS 1.00 $560000 B4 EROSION AND SEDIMENT CONTROLS INCLUDING STABILIZED CONSTRUCTION ENTRANCE SILT FENCE TREE PROTECTION LS 1.00 Deemed Non-Responsible 28000.00 B5 REVEGSOLID SOD BERMUDA INCLU DES 3"MIN IMPORT TOPSOIL SOD AND ESTABLISHMEN SY 1415.00 5660.00 B6 REVEG:BERMUDA HYDROMULCH SCARIFY T04"DEPTH MIN.SEED AND ESTABLISHMEN SY 1075.00 300.00 B7 IRRIGATION ATSKATEPARK INCLUDES METER BACKFLOWMAINLINE FULL HEAD COVERAGE CONTROLLER SLEEVING ANDMISC.APPURTENANCES SY 1415.00 15395.20 Sub Totals $78,955.20 PART C-NORTH PARK IMPROVEMENTS C1 PARKING LOT 3165SF INCLUDES EXCAVATION CONDITIONED OR TREATED SUBGRADE REINFORCED CONCRETE LS 1.00 66465.00 C2 CONCRETE WHEEL ST OPS EA 10.00 1500.00 C3 STRIPING B SIGNAGE LS 1.00 700.00 C4 CONCRETE WALKWAYINCLUDESSUB-GRADE PREP FROM SKATE PARK PARKING LOT/PLAZA TO EXISTING TRAIL SF 2900.00 3500.00 C5 SITE ELECTRIC-PRIMARY SERVICE/SECDONDARY DISTRIBUTION LS 1.00 8101.00 C6 SITE LIGHTING-PARKING&SKATEPARK25-FOOT POLES EA 5.00 $48,100.00 C7 SKATE PARK APPROX.9 000 SF I INCLUDES FINE SHAPING/GRADING OF SKATE PARK FEATURES DRAIN INLETS CONCRETE AND METAL FABRICATION LS 1.00585 500.00 C8 EMBANKMENT/EARTHWORKOUTSIDE OF SKATEPARK FOOTPRINT) CY 688.00 Deemed Non-Responsible 1280.00 C9 STORM WATER INCLUDES 8'PVC-115 LF AND 6"PVC-50 LF DRAIN LINES FITTINGS OUTFALL SLOPED END TREATMENT) LS 1.00 30750.00 C10 SKATE PARK SIGNAGE ALUMINUM POST PANE INCLUDES INSTALL EA 1.00 $6.500.00 C11 SEATWALLS:CONCRETE 24"WIDE X 18"HT LF 96.00 19200.00 C72 FABRIC SHADE STRUCTURE:38'X 18'X 10'RECTANGLE HIP SHADE INCLUDES FREIGHT) EA 1.00 12050.00 C13 INSTALLATION:36'X 18'X 10'RECTANGLE HIP SHADE FOOTINGS LS 1.00 17500.00 Sub Totals 925 146.00 PARTD-SOUTH PARK IMPROVEMENTS D1 PICNIC PAD-STEELSQUARE SHELTERS I2 FTX 12 FT ASSEMBLY FOOTINGS&INSTALLATION ONLY EA 1200. 93600.00 D2 PICNIC PAD ACCESSIBLE 14 FT.X 17 FT.INCLUDES INSTALLATION OF OWNER PROVIDED GRIL SUB-GRADE PREP EA 7.00 29400.00 D3 PICNIC PAD 14 FT X 14 FT INCLUDES SUB-GRADE PREP EA 5.0018000.00 D4 ADA/PICNICTABLE ASSEMBLY&INSTALLATION ONLY). EA 7.00 10500.00 D5 PICNIC TABLE-6 FT ASSEMSLY&INSTALLATION ONLY. EA 5.00 7500.00 D6 BARBECUE CHARCOAL GRILLATSTANDARD PICNICPADSASSEMBLYFOOTINGS&INSTALLATION ONLY. EA 5.00 12000.00 D7 CONCRETE WALKWAY INCLUDES SUB-GRADE PREP WALKWAYS INTERNAL TO PLAY AREA,CONNECTING TO EXISTING LOOP TRAIL SF 900.0024 300.00 DB CONCRETE RIBBON CURB PLAYGROUND BORDER LF 230.00 Deemed Non-Responsible $5,060.00 D9 SWING SHADE-ASSEMBLY FOOTING&INSTALLATION ONLY. LS 1.00 18000.00 D10 ENGINEEREDWOOD FIBER EWF PLAY SURFACING INSTALLATION ONLY. LS 1.00 250.00 D11 PLAYGROUND EXP LORA TION-ASSEMBLYFOOTING&INSTALLATION ONLY. LS 1.00 8500.00 D12 POURED-IN-PLACE RUBBER PLAY SURFACING FOR EXPLORATION UNIT INSTALLATION ONLY INCLUDES 4"CONCRETE SUBBASE FOR PIP SURFACING. LS 1.00 10000.00 D13 FABRIC SHADE STRUCTURE 33'X 33'X40' ASSEMBLY FOOTINGS&INSTALLATION ONLY) I LS 1 1.00 13048.00 Sub Totals 256 158.00 PART E-ALLOWANCES E1 IUNFORESEEN CONDITIONS AL 1.00 75000.00 Sub Totals Deemed Non-Responsible $75,000.00 Grand Total Deemed Non-Responsible $1,656,379.39 Alternate 1 ALTERNATE I'.RESTROOM ALT1-1 CORWORTH RESTROOM 455 SFI PRE-ENGINEERED/FABRICATED INCLUDES SHIPPING CRANE OFF LOAD AND UTILITY CONNECTIONS LS 1.00 $283,154.00 ALT1-2 RESTROOM SUBGRADE SELECT FILL LS 1.00 178.40 ALT1-3 RESTROOM WATER/WASTEWATER SERVICE LS 1.00 $75,000.00 ALT1-4 SECONDARY ELECTRIC SERVICE LS 1.00 Deemed Non-Responsible 33893.00 ALT1-5 CONCRETE WALKWAY INCLUDES SUB-GRADE PREP FROM EXISTING TRAIL TO RESTROOM SF 150.00 2 100.00 ALT1-6 REVEG:BERMUDA HYDROMULCH SCARIFY TO 4"DEPTH MIN.SEEDAND ESTABLISHMEN SY 420.00 5107.20 Sub Totals $403,432.60 Grand Total Deemed Non-Responsible $403,432.60 Alternate 2 ALTERNATE 2:SKATE PARK BOWL ALT2-1 SKATE BOWL ADDITION INCLUDES TOP DECK AND CONCRETE SEAT WALLS APPROX 1 925 SF LS 1.00 170 000.00 ALT2-2 STORM WATER IF I0"PVC-66 LF 6"PVC-32 LF DRAIN LINES FITTINGS LS 1.00 9487.00 ALT2-3 EMBANKMENT/EARTHWORK OUTSIDE OF SKATEPARK FOOTPRINT) CY I Deemed Non Responsible 8680.00 Sub Totals $188167,00 Grand Total Deemed Non-Responsible $188,167.00 Capital Improvement Plan 2023 thru 2025 City of Corpus Christi, Texas Project# 21084s� Project Name west Guth Park t Type Improvement/Additions Department Parks and Recreation Useful Life 10 years Contact Parks Director , r Category Park Improvements Priority 2 Critical-Asset ConditionVongevity WEST GUTH PARK 97110 ur amt ° io 0 CpltPlls Status Active Description The scope of this project will include the installation of a regional type playground,the construction of a new above ground pre-manufactured type Skate Park,new small picnic area with shade structures,concrete pads and barbeque pits. Justification Current equipment and amenities are inadequate for a regional park. Substantial playground equipment and amenities are needed to serve the population ofthis major area ofthe City. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 1,565,000 1,565,000 Design 250,000 250,000 Eng,Admin Reimbursements 25,000 160,000 185,000 Total 275,000 1,725,000 2,000,000 Funding Sources Prior Years 2023 2024 2025 Total G.O.Bond 2020 275,000 1,725,000 2,000,000 Total 275,000 1,725,000 2,000,000 Budget Impact/Other Increased annual maintenance cost to be budgeted in the Parks and Recreation operating budgets to maintain improvements and amenities. 91 Corpus Chr sti Engineering West (Bond 2020 Enhancements) Council Presentation m June 13, 2023 Project Scope Corpus«�t, Engineering New Skatepark Facility • Plaza • Parking Regional Type Playground Facility • Shaded Picnic Stations • Playscapes Project Location t^^ Corpus Chr sti [ r Engineering W�E S G,o q2 F� 1 � �pRi�FR RD NEW SKATE PARK NEW PLAYSCAPE . NEW COVERED 0 PICNICAREA 0 Jk Aerial #1 � ^^ Corpus Chr sti -} Engineering A �1r� i 4 , + Aerial #2 � ^^ Corpus Chr sti -} Engineering r,�.�,�.�,w.�. r III haLff WEST GUTH PARK 4Qa�us cy*�r 1 ,9 Corpus Chr sti Rendering #1Engineeringw �,a^A��"6 eEl halff �' WEST GUTH PARK 5R pz Project Schedule Copus Chati Engineering 2022 - 2023 12023 January — January February — June July — December Design Bid/Award Construction Construction starting in July 2023 with anticipated completion by December 2023. Corpus Chr sti Engineering 0'� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks and Recreation RobertD4a-cctexas.com (361) 826-3133 Josh Chronley, Assistant Director of Finance — Procurement JoshC2a-cctexas.com (361) 826-3169 Purchase of Playground Equipment for Cole Park CAPTION: Motion authorizing the purchase of a new, custom ramped playground unit for ages 5 -12 with a tower and fabric shade structures and a new 3-bay, swing set with an attached, fabric shade structure for Cole Park from Game Time c/o Cunningham Recreation, of Charlotte, North Carolina, for a total amount of $361 ,893.19, with funding from Bond 2022 Prop B (Parks and Rec). SUMMARY: This motion authorizes the purchase of a new multigenerational, play-for-all playground unit with attached shade structure and a three-bay, swing set with an attached fabric, shade structure for Cole Park. The swing set will also include one, ADA swing chair for ages 5 to 12. As part of the Bond 2022 Program, the new playground unit for Cole Park will provide general improvements and park rehabilitation. The equipment will be purchased through Cunningham Recreation, Charlotte, North Carolina through Omnia Partners Cooperative. BACKGROUND AND FINDINGS: Parks and Recreation is requesting authorization to purchase a multigenerational, play-for-all playground unit with attached shade structure and a three-bay, swing set with an attached, fabric shade structure for Cole Park through Game Time, c/o Cunningham Recreation Charlotte, North Carolina through the Omnia Partners Cooperative. This new playground unit will replace the existing playground unit and be placed in the same location once the existing unit is removed. The existing playground unit was installed in 2011 and has reached its end-of-life cycle of 12 years. According to an assessment of Cole Park in the 10- year Parks & Recreation Master Plan, the current play structure is in very poor condition with several large holes and cracks in its structure. The existing unit has significant rust damage, which creates hazardous conditions. This is due to excessive play traffic as well as the playground reaching its end of life. The new playground unit will include multiple slides, bongos, musical play equipment, a sea turtle climber, and a collocated, inclusive whirl wind that can accommodate wheelchairs. The shade structures will allow continuous hours of play while reducing direct sun exposure. The new playground unit is pour-in-play, and its expected lifespan is approximately eight years. The new playground unit will be inclusive (ramps) of children requiring the use of a wheelchair or other assisted equipment. Cole Park is listed as a near-term priority enhancement in the 10-year Parks and Recreation Master Plan. Improving conditions of current facilities/grounds at Cole Park is in line with the 10- year Master Plan by offering broader, equitably distributed, recreational amenities. More recent improvements to Cole Park include the resurfacing of the skate park, the design of a splash pad, and the Cole Park Pier which was opened to the public in December 2021 . Additionally, playground equipment/play areas and large community parks were rated as high priority for investments by the Parks & Recreation Department, according to community survey/outreach conducted by the consultant in the development of the 10-year Master Plan. The equipment is expected to arrive within 10 to 12 weeks and the construction start date will be coordinated with the Engineering Services Department. Construction is anticipated to start after the peak summer season (October— November) and after construction is complete for the splash pad. Construction shall be near completion within 60 days once the Notice to Proceed is issued. PROCUREMENT DETAIL: This procurement is through the OMNIA Partners Cooperative. The one-time purchase awarded through Game Time c/o Cunningham Recreation Charlotte, North Carolina, has been competitively procured in compliance with the Texas Local and State procurement requirements. Game Time, through the OMNIA Partners Cooperative, offers cost savings of 35% off the Manufacturer Suggested Retail Price (MSRP). The price comparison for a like playground unit and options from PlayWell through the BuyBoard Cooperative was more than 29% ($375,252.51 vs $484,440.16). Custom Play Unit Comparison OMNIA/ BuyBoard/ Storage Containers Game Time PlayWell Variance Custom Play System Ages 5-12 $ 358,772.00 $ 458,945.23 $ 100,173.23 Delivery $ 16,480.51 $ 25,494.93 $ 9,014.42 Total $ 375,252.51 $ 484,440.16 $109,187.65 ALTERNATIVES: The Mayor and City Council may choose to disapprove or delay consideration of this item. However, this would prevent the City from enhancing its parks with new amenities for daily activities and community gatherings. It also would not be in line with the recommendations in the 10-Year Parks & Recreation Master Plan. Disapproval or delay could result in negative service delivery impacts at Cole Park and ultimately contradict the intent of the 2022 Bond Program. FISCAL IMPACT: The fiscal impact for FY 2023 is $361 ,893.19 with funding available from the Bond 2022 Prop B (Parks and Rec). FUNDING DETAIL: Fund: 3299 Bond 2022 Prop B (Parks & Rec) Organization/Activity: N/A Department: 27 Parks and Recreation Project # (CIP Only): 23168 Cole Park Rehabilitation and Improvements Account: 550040 Other Equipment RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase of a new custom ramped playground unit for ages 5 -12 years for Cole Park from Game Time c/o Cunningham Recreation, of Charlotte, North Carolina. LIST OF SUPPORTING DOCUMENTS: Price Sheet COOP Comparison Presentation City of Corpus Christi Price Sheet Finance&Procurement Purchase of Equipment for Cole Park Senior Buyer: Tracy Garza Parks and Recreation OMNIA Partners#2017001134 GAME TIME C/O CUNNINGHAM RECREATION CHARLOTTE,NORTH CAROLINA ITEM DESCRIPTION QUANTITY UNIT EXTENDED TOTAL 1 GameTime-TM-12022-21-2A1 R3 Custom Ramped 5-12 Unit with 1 $ 358,772.00 $ 358,772.00 Tower&Shades 2 GameTime-Nature Discovery Table 2 $ 2,364.00 $ 4,728.00 3 GameTime-Harmonic Chimes (set of 7) 1 $ 9,623.00 $ 9,623.00 4 GameTime-Melody Chimes 1 $ 7,567.00 $ 7,567.00 5 GameTime-Concert Trio 1 $ 5,743.00 $ 5,743.00 6 GameTime-6223 Merry Musical 1 $ 6,601.00 $ 6,601.00 GameTime-Inclusive Whirl-Basic 7 3-Bay Swing Shade w/(2) Belt Seats,(1) Expression Swing&(2) 1 $ 17,779.00 $ 17,779.00 Enclosed Tot Seats 8 GT-Shade-Triple Bay Swing Shade 1 $ 16,022.00 $ 16,022.00 9 GameTime-Belt Seat Pkg 5"Od(8918) 2 $ 370.00 $ 740.00 10 GameTime-Expression Swing 5"X 8' 1 $ 1,859.00 $ 1,859.00 11 GameTime-Encl Tot Seat 5"Od(8914) 2 $ 459.00 $ 918.00 12 Landmark Design GFRC-Sea Turtle Climber 1 $ 13,600.00 $ 13,600.00 13 GameTime-Landmark Design-Surfboard Sensory 1 $ 5,898.00 $ 5,898.00 14 GameTime-Landmark Design-Surfboard Sensory 1 $ 5,565.00 $ 5,565.00 15 GT-Site-6'P/S Bench W/Back Inground 6 $ 978.00 $ 5,868.00 16 GT-Site-POND RECEPTACLE W/FLAT TOP LID,LINER 4 $ 1,253.00 $ 5,012.00 17 GameTime-NDS Inclusive Play Sign Package 1 $ - $ - 18 GameTime-Owner's Kit 1 $ 84.00 $ 84.00 SUBTOTAL $ 466,379.00 OMNIA Partners Discount 1 $ (120,966.32) Freight 1 $ 16,480.51 TOTAL PURCHASE PRICE $ 361,893.19 Custom Play Unit Comparison OMNIA/ BuyBoard/ Storage Containers GameTime PlayWell Variance Custom Play System Ages 5-12 $ 358,772.00 $ 458,945.23 $ 100,173.23 Delivery $ 16,480.51 $ 25,494.93 $ 9,014.42 Total S 375,252.51 5 484,440.16 $ 109,187.65 CORPUS CHRISTI PARKS& RECREATION Purchase of a New Playground Unit for Cole Park City Council Meeting June 13, 2023 Background CORPUS CHRISTI PARK56. • The new unit is a custom, ramped playground, for ages 5 -12, with a AE�AEAT,o� tower & several shade structures. • The purchase also includes a new, 3-bay swing set with an attached, fabric shade structure. • The new unit will replace the existing playground unit at the Park & will be placed in the same location of the existing unit, once removed. • The existing unit was installed in 2011 & has reached its end-of-life cycle of 12 years. • The 10-year Parks & Recreation Master Plan assessed the current play structure to be in very poor condition, observing several large holes & cracks in the structure. Playground CORPUS CHRISTI PARK 56. • The new, custom ramped playground unit will be inclusive of ------T'-" children requiring the use of a wheelchair or other assisted equipment. • The playground also includes a three-bay, swing set with one, ADA swing chair for ages 5 to 12. • The shade structures will allow continuous hours of play while reducing direct sun exposure. • Other amenities include multiple slides, bongos, musical play equipment, a sea turtle climber & a collocated, inclusive whirl wind. • The new playground unit will be pour-in-play & its expected lifespan is approximately eight years. 3 " r n a� • OF l ppp k p � w� ulld� $ > r N 3 r a _r ♦ r k N., ice' •� a 1 �. ProjectTimeline CORPUS CHRISTI PARK 56. • The equipment is expected to arrive within 10 to 12 weeks & the construction start date will be coordinated with the Engineering Services Department. • Construction is anticipated to start after the peak summer season (October — November) and after construction is complete for the splash pad. • Construction shall be near completion within 60 days once the Notice to Proceed is issued. Policy AlignmentCORPUS CHRISTI PARK56. • Cole Park is listed as a near-term, priority enhancement in the 10- year Parks & Recreation Master Plan. • Improving current facilities at Cole Park is in line with the 10-year Master Plan by offering broader, equitably distributed, recreational amenities. • Additionally, play areas & large community parks were rated as high priority for investments, according to community survey conducted by the consultant in developing the 10-year Master Plan. • More recent improvements to Cole Park include the resurfacing of the skate park, the design of a splash pad, and the Cole Park Pier which was opened to the public in December 2021. s Recommendation GO Fa Pus CHRISTI PA RK56 iiECREATION • Staff recommends approval of the new multigenerational, play-for-all playground unit for Cole Park. 9 so �o ora H aoAPoat° AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of June 13, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Drew Molly P.E, Director of Water Systems and Support Services drewm(a-)cctexas.com (361) 826-1853 Josh Chronley, CTCD, Assistant Director of Finance & Procurement Joshc2(a-)cctexas.com (361) 826-3169 Professional Services Contract Award Mary Rhodes Phase I Condition Assessment CAPTION: Motion awarding a professional services contract to HDR Inc., Corpus Christi, Texas, to provide professional engineering services to assess the condition of the 64-inch diameter Mary Rhodes Pipeline Phase I water transmission main in an amount not to exceed $2,580,261.00 with FY 2023 funding available from the Water and Raw Water Capital Fund. SUMMARY: The estimated 12-month project duration will provide CCW with an overall condition assessment of the MRP with specific tasks that include condition assessment planning, and external and internal investigations of the pipeline. This motion authorizes approval of a professional engineering contract to provide condition assessment planning, data collection, and external and internal investigation of the Mary Rhodes Pipeline Phase 1. BACKGROUND AND PURPOSE: The City of Corpus Christi owns and operates the Mary Rhodes Phase I pipeline for the delivery of raw water to the O.N. Stevens Water Treatment Plant from both Lake Texana and the Colorado river. The length of this 64-inch pipeline is 101 miles from Lake Texana in Edna, Texas to the O.N. Stevens Water Treatment Plant. The pipeline material is B303 Bar-Wrapped Pipe. This pipe has four different pressure ratings (100, 125, 150, and 175 psi) that were installed at varying locations along the pipeline. This item awards a professional engineering contract for engineering services to support the project implementation. PROJECT TIMELINE: 11111111pppill 11 August — July Engineering Assessment and Evaluation Project schedule reflects City Council award on June 13, 2023. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Qualifications on November 22, 2022, with RFQ No. 4413 Professional Engineering and Testing Services for FY2023 and Bond 2022. The city received statements of qualifications from fifteen firms. The selection committee consisted of representatives from Engineering Services and Water Utilities. Firm ranks were based on three factors: 1. Experience of the firm 2. Experience of the key personnel with specific experience with similar projects 3. Understanding of Project Scope. HDR Inc. was the highest ranked firm and has over 105 years of experience in the planning and design of water-related infrastructure projects and facilities. They have served the City of Corpus Christi's Water and Wastewater Departments for 37 plus years on several projects. Previously HDR Inc. completed a desktop condition assessment study of the Mary Rhodes Phase I pipeline which was completed in November 2022. HDR Inc. was also the design engineer for the Leopard Street (Nueces Bay Blvd. to Palm) Project no. 18027A. ALTERNATIVES: City Council could choose not to award the contract to HDR Inc. Not awarding the contract for professional services will delay this assessment which staff has identified as critical for the future operation of this transmission main. Not addressing potential failure areas may affect the raw water supply to the O.N. Stevens Water Treatment Plant. FISCAL IMPACT: The fiscal impact in FY 2023 is an amount of$2,580,261.00 with funding available from the Water and Raw Water CIP Fund. The shortfall in the funding for the project will be transferred from Mary Rhodes I System Improvements (E13037). Mary Rhodes I System Improvements is at 100% design. The project will be rolled into construction in FY 2024. FUNDING DETAIL: Fund: Water 2015 MRP2 (Fund 4095) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: Mary Rhodes Pipeline Condition Assessment (Project No. 23027) Account: Outside Consultants (550950) Activity: 23027 Amount: $2,047,737.43 Fund: Water 2023 CIP (Fund 4481) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: Mary Rhodes Pipeline Condition Assessment (Project No. 23027) Account: Outside Consultants (550950) Activity: 23027 Amount: $532,523.57 Total Amount: $2,580,261.00 RECOMMENDATION: City staff recommend approval of the contract to provide engineering professional services for condition assessment, evaluation, and recommendation for the Mary Rhodes Phase I transmission main in an amount not to exceed $2,580,261.00 to HDR Inc. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix Proposal CIP Page Presentation RFQ No.4413 Professional Engineering and Testing Services for FY2023 and Bond 2022 Project No.23027-Mary Rhodes I Condition Assessment Staff Recommendation Proposal Evaluation Score HDR Engineering Freese and Nichols Ardurra Group Garver Lockwood Andrews Urban Engineering and Newnam Corpus Christi Corpus Christi Corpus Christi Houston Corpus Christi Corpus Christi Minimum Qualifications Licensing/Certification J J J J J J No Material Lawsuits Past 5 Years J J J J J J No Material Regulatory Issues Past 5Years " " " " J J J J J J References Provided for Firm ""`?""""`?""""`?""""`?""" J J J J J J Minimum Qualifications Pass/Fail Pass Pass Pass Pass Pass Pass Technical Proposal Experience on projects of similar scope and complexity 7 5.3 5.6 6.0 5.3 5.3 5.3 Demonstrated capability&capacity on comparable projects 7 5.3 6.0 5.6 5.6 4.9 4.9 Past Performance 7 5.3 5.3 4.6 4.2 4.6 4.9 Team members with experience and qualifications 7 5.6 6.0 6.0 5.6 4.6 4.9 Team members experience with work of similar scope and complexity 7 5.6 5.3 5.3 5.3 4.2 4.9 Availability of resources to accomplish the work 7 5.3 6.3 5.6 6.3 4.9 4.6 Demonstrated understanding of the scope of services 14 11.2 11.2 11.2 10.5 11.2 10.5 Demonstrated understanding and experience with a public agency 14 11.2 11.2 11.2 10.5 11.2 11.2 Subtotal Technical Proposal 70 54.6 56.7 55.3 53.2 50.8 51.1 Firm Experience on Projects of Similar Scope and Complexity 4 3.8 2.8 2.4 2.2 3.0 1.8 Firms Capability&Capacity on Comparable Projects 4 3.6 2.6 2.4 2.2 2.8 1.8 Firm Past Performance 2 1.8 1.5 1.3 1.2 1.3 1.1 Team Member Experience&Qualifications 4 3.8 3.0 2.4 2.6 2.8 2.2 Team Experience on work of similar Scope and Complexity 4 3.6 2.8 2.6 2.4 2.4 2.0 Team Availability of resources to accomplish the work 2 1.8 1.5 1.2 1.2 1.4 1.0 Demonstrated Understanding of Scope of Service 5 4.5 4.0 3.5 3.3 3.5 2.8 Demonstrated understanding and experience with a public agency 5 4.5 3.5 3.5 3.3 3.3 2.8 Subtotal Interview 30 27A 21.7 19.3 18.3 20.5 15A Total 100 82.0 79.0 74.0 71.0 71.0 66.0 Plummer Associates Bath Engineering Hanson Professional J.Schwarz& International Corrpro Trimad Consultants ECS Southwest Tolunay Wong Services Associates Consulting Engineers Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Houston Pharr San Antonio Corpus Christi J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J Pass Pass Pass Pass Pass Pass Pass Pass Pass 4.6 4.6 4.6 4.9 3.5 2.8 2.5 2.5 1.4 4.6 4.9 3.5 4.2 3.5 2.5 2.5 2.1 1.8 4.9 3.5 3.9 4.2 3.9 3.5 2.5 2.1 2.5 4.6 4.6 4.6 4.2 3.9 3.5 2.8 3.2 2.5 4.6 4.6 4.6 4.2 3.2 3.2 2.5 2.8 1.4 4.2 4.9 4.2 4.2 3.5 3.2 2.5 2.5 1.8 9.1 9.8 9.8 9.1 7.7 7.0 6.3 4.9 4.2 9.1 9.8 9.8 9.8 8.4 7.7 5.6 5.6 4.2 45.5 46.6 44.8 44.8 37.5 33.3 27.0 25.6 19.6 1.8 1.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.0 1.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.2 0.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.4 1.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.2 1.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.1 0.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 3.0 2.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 3.0 2.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 16.7 11.7 0.0 0.0 0.0 0.0 0.0 0.0 0.0 63.0 59.0 45.0 45.0 37.0 33.0 27.0 26.0 20.0 � g s PROJECT OUTSIDE CITY LIMITS " —IT �s o CORPUS CHRISTI BAY _37 Tw 3 � �N PoW op VICINITY MAP NOT TO SCALE AL MARY RHODES PIPELINE MATAGORDA BAY RT LAVACA REFUGIO wo SINTON GULF OF MEXICO AL m TLAN D CORPUS CHRISTI AERIAL MAP NOT TO SCALE PROJECT NUMBER: 23027 MARY RHODES I CONDITION CITY COUNCIL EXHIBIT , CITY OF CORPUS CHRISTI,TEXAS ASSESSMENT `• DEPARTMENT OF ENGINEERING SERVICES G G7 O U o 0 0 o c � f F w b a M o 0 0- o N o c p 3 O o o O - e N - w 'm d 0 V e OO O O O to N y W e4O O O Yi N U O eq o d b to m °' °' eq pM o 0 o M o o p N a•a q' b O - - `c ;z eO,l N a+ a fi mss, a to P. . mm mm A o o. a d �i •r�i d �d aUi a u A 00 v o M 'co ani Q m a "d aci chi p N m �s El 'p S c a N m 7 ami U .O A o k UO•� .� O W a o w ,-pay a,� cd .+moi 'o 'o a"i � � � °J � � �•o U U a s o0 0 1 MaryPipelineRhodes Phase I Condition Assessment Project No. 23027 Corpus CO*S hristi Water=M June 13, 2023 ving the Coastal Bend 1 n j Wha"° Yoakum LocationeSpeaks " er EI Campo Colorado River Bay • MRP Phase I spans 101 °°�° "city ..'° � Van Vleck miles of pipeline from Lake Yorktown e, Lake Texanadn3 , CtY Texana near Edna, Texas to tea nq Sq the O.N. Stevens Water Victoria meq Kase 2°5 Treatment Plant. a Pmt Comf°n M°rigorda Golfed Phase 9 P°r,Lavaca • Pipeline construction began ?3B s° N5 Intlanola in 1997 and was completed P°r.Oc-' , in 1998. PROJECT LOCATION RO, Aransas NWR • Pipeline consists of 64-inch W°C °r° Matagorda diameter Bar-Wrapped Pipe Lamar !stand (BWP) as manufactured by S I JCorpus Christi Gifford Hill American, Inc. Aransas Pass Corpus PortFantl © Pon Aransas n ;_., Christi Project Scope • On-site visual inspection • Acoustic tool internal condition • Air Relief Valves (ARV) assessment • Blowoff valves • Ground surveys • Access points and valves • Electromagnetic Conductivity • Drone survey along the full Survey (EMAG) alignment • Wenner 4-pin • Installation of pressure data • Close Interval Survey (CIS) loggers at selected locations • Stray current investigation along the pipeline • Soil sampling and analysis • External assessment CCW" Project Deliverables • Condition assessment plan • Data summary technical memo • Complete assessment report • Recommendation report including the identification of areas of concern, future improvements, and planning CCW" Project Schedule August - July Enaineerina Assessment and Evaluation *This project schedule reflects City Council award on June 13, 2023 CCWW Thank you ! Corpus Christi Water- Serving the Coastal Bend May 17, 2023 MCN 10349462 Mr. Jeff H. Edmonds, P.E., Director of Engineering Services City Of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 RE: Mary Rhodes I Condition Assessment— Bond 2022 (Project No. 23027) Dear Mr. Edmonds, We appreciate the opportunity to partner with the City of Corpus Christi on the Mary Rhodes I Condition Assessment - Bond 2022 (23027) project. The project will include condition assessment of the existing Mary Rhodes I pipeline from Lake Texana to the O.N. Stevens WTP. A/E scope of professional services includes condition assessment support as outlined in Exhibit A and accompanying Exhibit A-1. The schedule for the Mary Rhodes I Condition Assessment project is included in Exhibit A. In summary, HDR is requesting a total amount of$2,580,261 as detailed in the Fee Summary of Exhibit A for providing the professional services outlined in the scope of work. If you have any questions, don't hesitate to contact us to discuss further. Sincerely, HDR ENGINEERING, INC. _._-✓moi _� �rt � ✓ Samuel Saldivar, Jr, P.E. David C. Weston Civil Program Leader Gulf Coast Area Manager SSJ Cc: Edwin Santillan, P.E., City of Corpus Christi Enclosure: Exhibit A— Scope of Work hdrinc.com 555 N. CarancahuaSuite 1600Corpus Christi,TX 78401-0849 (361)696-3300 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 EXHIBIT A Scope for Professional Services FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.: 23027 The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. The project is needed to assess the condition of the 64-inch diameter Mary Rhodes Pipeline water transmission main. The Mary Rhodes Pipeline Phase 1 conveys raw water from an intake pump station at Lake Texana southwest approximately 102 miles to the O.N. Stevens Water Treatment Plant in Corpus Christi, Texas. WORK TO BE PERFORMED Phase I — Condition Assessment BASIC SERVICES Task 1. Project Management Task 2. Condition Assessment Planning Task 3. Data Collection and Survey Task 4. Engineering Analysis and Recommendations Report ADDITIONAL SERVICES Task 5. Dry Run and Finalize Condition Assessment Plan Task 6. Internal Condition Assessment Task 7. Direct (External) Pipe Assessment Task 8. Additional Support Task 9. Geotechnical Subconsultant Task 10. Survey Subconsultant Task 11. Internal Condition Assessment Subconsultant Task 12. Permitting Coordination Task 13. Travel, Reproduction, Shipping, Lab Expenses Phase 11 — Design of Selected Improvements (TO BE DETERMINED) Scope and fee may be determined during Phase I and added after Phase I completion via amendment if requested by the City of Corpus Christi. City of Corpus Christi,Texas Attachment A Page 1 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 TASK 1. PROJECT MANAGEMENT. ENGINEER will provide efficient and effective use of ENGINEER's and CITY's time and resources. ENGINEER will manage change, ■ communicate effectively, ■ coordinate internally and externally as needed, and ■ proactively address issues with the CITY's Project Manager and others as necessary to make progress on the work. 1.1. Managing the Team • Lead, manage and direct design team activities • Maintain quality control during performance of the work • Communicate internally among team members • Task and allocate team resources 1.2. Communications and Reporting • Attend a pre-design project kickoff/chartering meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and provide economical and functional condition assessment options that meet CITY requirements. • Conduct review meetings with the CITY at intermediate stages of Phase I - condition Assessment. • Prepare invoices and submit monthly in the format requested by the CITY. • Prepare and submit monthly progress reports in the format provided by the Water Department. • Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly, as required in Attachment D to this Standard Agreement. • Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure and provide and obtain information needed to prepare the design. • With respect to coordination with permitting authorities, ENGINEER will communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. ENGINEER will work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. City of Corpus Christi,Texas Attachment A Page 2 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 • Personnel and Vehicle Identification: When conducting site visits to the project location, the ENGINEER or any of its sub-consultants will carry readily visible information identifying the name of the company and the company representative. ASSUMPTIONS • 5 workshops with city staff. • 10 monthly City progress reports will be prepared. • 10 monthly project schedule updates will be prepared. DELIVERABLES A. Meeting summaries with action items. B. Monthly invoices. C. Monthly progress reports. D. Baseline schedule. E. Monthly schedule updates with schedule narrative describing any current or anticipated schedule changes. TASK 2. CONDITION ASSESSMENT PLANNING. The purpose of the Condition Assessment Planning task is for the ENGINEER to ■ Study the existing alignment and appurtenances, ■ Identify access locations, ■ Conduct permitting research and coordination, ■ Discuss coordination with CITY field operation staff, and ■ Obtain the CITY's endorsement of the proposed Condition Assessment Plan. ENGINEER will perform tasks for the Condition Assessment Planning stage as follows: 2.1. Crossing Utilities Review • The ENGINEER will review: • Publicly available records of crossing utilities as well as existing records data obtained from the CITY during the previous desktop assessment, including but not limited to record drawings, lay drawings, GIS location data, and master plans. This review of previously collected data will allow the team to further evaluate likely causes for the observed pipeline breaks and refine the approach taken in this scope of work. • The ENGINEER will also review any recent rehabilitation information provided by the CITY including GIS location data, field photographs, and other relevant design documents. This review of previously collected data will allow the team to further City of Corpus Christi,Texas Attachment A Page 3 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 evaluate likely causes for the observed pipeline breaks and refine the approach taken in this scope of work. 2.2. Site Visit • Prior to the scheduled site visit: ■ The ENGINEER will develop a map identifying points of interest along the alignment that will be considered for access and tracking during condition assessment activities. ■ The CITY will prepare each point of interest by providing access (clearing brush, mowing, opening manways and vaults, etc.) and cleaning the interior of each vault (removing dirt and debris, pumping out standing water, etc.) to make sure that appurtenances (valves, ARVs, blind flanges, etc.) are visible from the ground surface. • The ENGINEER will perform a visual inspection of up to twenty (20) existing air release, blowoff, or gate valve vaults to observe features to confirm: ■ Existing valve and tool monitoring or access locations, ■ Potential additional access locations, and ■ Traffic diversion/control requirements. • No confined space entry is anticipated. Estimated effort of 4 days. 2.3. Past Failures Review • The ENGINEER will review previously collected photographs, reports, and information related to past failures provided by the CITY during the desktop assessment. This review of previously collected data will allow the team to further evaluate likely causes for the observed pipeline breaks and refine the approach taken in this scope of work. 2.4. Permitting Coordination • The ENGINEER will conduct permitting research and coordination requirements for condition assessment work within TxDOT right-of-way and at creek crossings (USACE). • The ENGINEER will assist the CITY with permitting requirements if immediate rehabilitation, relocation, or repair is recommended during condition assessment activities. 2.5 Condition Assessment Planning Workshop • The ENGINEER will conduct a workshop with the CITY field operations team to discuss logistics for anticipated shutdowns, access locations, and coordinating with a Contractor for field work. 2.6 Condition Assessment Planning Technical Memo • The ENGINEER will summarize findings and discussions in a condition assessment planning technical memo (TM). Content to include information on field operation coordination, approved access locations, and permitting requirements. City of Corpus Christi,Texas Attachment A Page 4 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 ASSUMPTIONS • Two copies of the condition assessment planning TM will be delivered. Report will be letter sized and comb-bound with a clear plastic cover. • ENGINEER will prepare the meeting minutes for the Condition Assessment Planning Workshop with the CITY. • ENGINEER will not proceed with Data Collection and Survey activities without obtaining written approval by the CITY of the Condition Assessment Planning TM. DELIVERABLES A. Condition Assessment Planning TM. B. Meeting minutes for the Condition Assessment Planning Workshop. TASK 3. DATA COLLECTION AND SURVEY. The ENGINEER will perform data collection and survey activities as follows: 3.1. Development of a draft Preliminary Condition Assessment Plan. This plan will define how to deploy tools and who is responsible for what actions to clarify roles and responsibilities. The plan will also include the following: • Planning document describing how to perform internal inspection. • Risk Review and Contingency Plan. • Safety Plan. 3.2. High frequency pressure data. • Data loggers monitor changes in pressure that impact the structural integrity of the pipe. The data logger device requires a minimum 1/4-inch threaded outlet to collect high-quality data on the water system operation including sudden changes in pipe pressure for a minimum of 90-days. • The ENGINEER will coordinate with the CITY to identify up to 5 optimal locations to insert data logger devices. • The CITY will lead efforts to provide access to a suitable location for the data logger device. • The ENGINEER will review pump operations data to determine whether the pumps appear to be operating on their curves. The results of this review can provide an indication of the existence or absence of large air pockets in the pipeline. City of Corpus Christi,Texas Attachment A Page 5 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 3.3. Conduct the following ground-level surveys along pipe alignment to identify and locate corrosive soils: • EMAG ■ Inexpensive method to screen the alignment for corrosive soils. ■ Recommended along the entire pipe alignment except paved areas. ■ Estimate 1 day of effort for six miles. • Wenner 4-pin testing ■ Provides detailed resolution on soil corrosivity. ■ Locations to be determined using EMAG data or recommended at approximately every 1320 ft (quarter mile) and one at each end of project limits. ■ Estimate two days of effort for approximately 24-27 locations. • Close Interval Survey (CIS) ■ Identifies locations on the pipe that are experiencing active corrosion. ■ Estimate 4-6 days of effort for urban setting. 3.4. Soil sampling and analysis. • Using the ground-level survey data, the ENGINEER will collect a maximum of fifty 50 soil samples for the following laboratory analysis: ■ Soil Box for Soil Resistivity: ASTM G187, ■ Soil Corrosivity, ■ pH: CTM 643, ■ Soluble Salts (Anions): ASTM D4327, ■ Moisture Content. ■ If possible, groundwater samples will also be collected and lab-tested for the same criteria. • Samples will be taken at a horizontal distance approximately three to ten feet away from the existing pipe (outside of pipe zone) and at depths approximately even with the bottom of the existing pipe. 3.5 Stray Current Investigation • The ENGINEER will investigate crossing utilities with impressed current cathodic protection systems and evaluate the impact, if any, on the MRP. City of Corpus Christi,Texas Attachment A Page 6 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 3.6 Drone Survey • The ENGINEER will fly the pipe alignment with an unmanned aerial vehicle (UAV 4 Drone) to provide the following scanning level data: ■ High resolution imagery of the pipe alignment ■ Ground surface elevations ■ The ENGINEER will survey up to six (6) river/creek crossings with a remotely operated drone boat and perform the following tasks: ■ Develop water body cross section (profile) survey over the pipeline alignment ■ Compare data to record drawings and repair data to identify any areas of scour, washout to support risk and condition assessment • ENGINEER will use licensed drone pilots to perform the work. • ENGINEER will obtain any UAS FAA/State or Local permits required to perform the work. 3.7 Data Collection and Survey Technical Memo. • The ENGINEER will summarize findings from the high frequency pressure data logger, appurtenance assessment, ground-level surveys, soil sampling and analysis activities and drone survey in a technical memo for submittal to the CITY. ASSUMPTIONS • The CITY will mow the entire pipe alignment before the field work begins. • The CITY will provide access to the alignment and lead any coordination with property owners, business owners or tenants. • Hydraulic modeling is not required to evaluate flow and pressure conditions given pipeline and valve configurations needed to support the internal condition assessment inspection. • Electronic copies of the Preliminary Condition Assessment Plan, including a Risk Review and Contingency Plan and Safety Plan, will be delivered. • Electronic copies of the Data Collection and Survey TM will be delivered. • ENGINEER will not proceed with Final Condition Assessment Plan activities without written approval by the CITY of the Data Collection and Survey TM. DELIVERABLES A. Preliminary Condition Assessment Plan, including a Risk Review and Contingency Plan and Safety Plan. B. Data Collection and Survey TM. C. Drone data delivery to CITY in GIS and CAD format. City of Corpus Christi,Texas Attachment A Page 7 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 TASK 4. ENGINEERING ANALYSIS AND RECOMMENDATIONS REPORT. ENGINEER will provide engineering analysis and recommendations as follows. 4.1. Draft Recommendations Report The ENGINEER will prepare a draft recommendations report that includes: • The number and locations of concern. • Consequence and likelihood of failure. • Recommendations for repair, rehabilitation, or relocation. • A prioritized list to address each area of concern using a heat map (red — severe, yellow— moderate, green — low). • A GIS file with each pipe joint. Each pipe joint can be color coded w/ heat map legend. • An appendix with all prior TMs. 4.2. Conduct a workshop with the CITY to discuss Proposed Recommendations and next steps. 4.3. The ENGINEER will prepare a Final Recommendations Report that incorporates workshop discussions and CITY feedback on next steps. ASSUMPTIONS • Electronic copies of the Draft Recommendations Report will be delivered. • ENGINEER will prepare the meeting minutes for the Proposed Recommendations workshop with the CITY. • Electronic copies of the Final Recommendations Report will be delivered. Report will be letter sized and drawings will be 11x17 size in electronic format. DELIVERABLES A. Draft Recommendations Report and identification of any areas of concern on record drawings. B. Meeting minutes for the Proposed Recommendations workshop C. Final Recommendations Report and identification of any areas of concern on record drawings. City of Corpus Christi,Texas Attachment A Page 8 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 ADDITIONAL SERVICES TASK 5. DRY RUN AND FINALIZE CONDITION ASSESSMENT PLAN. Upon approval of the Data Collection and Survey TM, the ENGINEER will perform the following activities: 5.1 Conduct a workshop with the CITY to discuss findings from Task 3 and the dry run, incorporate discussions and comments, discuss pros and cons of various tools, select a tool, and finalize the Condition Assessment Plan, Risk Review and Contingency Plan and Safety Plan. 5.2 Coordinate with the CITY to perform a dry run of the internal inspection without inserting tools into the pipeline. During the dry run, the CITY will operate the pipeline as specified in the ENGINEER's planning document, which includes preparing access points (modifying manways as needed for access, cleaning and removing debris, replacing blind flanges) and preparing the pipe by closing valves at tee locations. Corresponding flows and pressures will be measured to verify: 1. All service requirements are met; and 2. Flow conditions are within the range to support the internal inspection. The dry run should be performed a minimum of two weeks prior the inspection. The ENGINEER will evaluate dry run data to determine if adaptations are required to the preliminary condition assessment plan. ASSUMPTIONS • The CITY will lead efforts on preparing access points and the pipeline. • ENGINEER will prepare the meeting minutes for the Final Condition Assessment Plan Workshop with the CITY. • Electronic copies of the Preliminary Condition Assessment Plan, including a Risk Review and Contingency Plan and Safety Plan, will be delivered. Report will be letter sized and drawings will be 11x17 size in electronic format. DELIVERABLES A. Meeting minutes for the Final Condition Assessment Plan Workshop. B. Final Condition Assessment Plan, including a Risk Review and Contingency Plan and Safety Plan. City of Corpus Christi,Texas Attachment A Page 9 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 TASK 6. INTERNAL CONDITION ASSESSMENT. The ENGINEER will conduct internal pipe inspection using the CITY's preferred inspection method to assess the pipe: 6.1 Internal Condition Assessment Tool Workshop The ENGINEER will host an in-person workshop with the CITY to discuss and evaluate the various tools that may be utilized the perform an internal condition assessment of the pipeline to include: • Tool features • Access requirements • Pros/Cons • Ballpark Cost The result of this workshop will be the selection of a tool to perform the internal condition assessment. 6.2 Internal inspection • The insertion location requires the CITY to shut down and depressurize the line and temporarily remove an existing air release valve assembly and replace it with an isolation assembly. The internal tool will be inserted into the pipe, and the flange will be reattached. Full dewatering is not required; however, some water removal may be required to allow the removal of the flange. • The extraction location requires the CITY to shut down and depressurize the line to temporarily remove an existing air release valve assembly and replace it with an isolation assembly for insertion of equipment. The capture net will be inserted during the morning of or up to a week prior to the internal inspection and allows for a controlled extraction of the tool and removal by hand. The insertion of the capture net may be coordinated simultaneously with the shutdown for insertion of the equipment. A separate shutdown and depressurization (approximately two hours) will be required for extraction of the inspection equipment and removal of the capture net. • It is anticipated that the internal tool will require approximately 75 hours (traveling at 90% of flow rate of 1.9 fps) to traverse the pipeline, and this inspection will begin and end at locations to be determined during the Task 2 Condition Assessment Planning. • The CITY will provide access, depressurization and dewatering as needed to insert and extract inspection equipment. City of Corpus Christi,Texas Attachment A Page 10 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 6.3 Inspection report • The ENGINEER will oversee specialty subconsultant in the development and QC of the internal assessment report. • The ENGINEER will analyze the findings and provide recommendations for any needed repairs. 6.4 Conduct a workshop with the CITY to discuss findings from the Internal Assessment activities and identify locations for direct (external) pipe assessment (Task 7). The ENGINEER will coordinate with the CITY to remove the high frequency pressure data logger device installed during Task 3 and tracking sensors. ASSUMPTIONS • The CITY will lead efforts for pipeline shutdown and depressurization as well as modifying existing features to provide safe access to the pipe for inserting and extracting the tool. • Electronic copies of the report will be delivered. Report will be letter sized. • ENGINEER will prepare the meeting minutes for the Internal Assessment workshop with the CITY. DELIVERABLES A. Internal Assessment Report. B. Meeting minutes for the Internal Assessment workshop. TASK 7. DIRECT (EXTERNAL) PIPE ASSESSMENT. 7.1 Test Pits The ENGINEER will observe the pipe exterior at up to (five) 5 locations after excavation by either Corpus Christi staff or a Contractor hired by Corpus Christi. This will include photos, non-destructive testing and collection of soil and water samples if necessary. 7.2 Direct Assessment Technical Memo The ENGINEER will develop a TM to summarize the findings and any recommended actions. ASSUMPTIONS • Excavation contractor will excavate full circumference of pipe and expose approximately 10 linear feet of pipe • Excavation contractor will perform utility locates prior to excavation • Excavation contractor will provide shoring as required to stabilize excavation • Electronic copies of the report will be delivered. Report will be letter sized. City of Corpus Christi,Texas Attachment A Page 11 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 TASK 8. ADDITIONAL SUPPORT 8.1 The ENGINEER will provide additional support as requested by the CITY. TASK 9. GEOTECHNICAL SUBCONSULTANT ENGINEER's subconsultant will collect soil samples at locations to be determined during the assessment and deliver to HDR's Corpus Christi office for transport to HDR's lab. TASK 10. SURVEY SUBCONSULTANT ENGINEER's subconsultant will perform surveying at locations to be determined during the assessment and deliver electronically to HDR. TASK 11. INTERNAL CONDITION ASSESSMENT SUBCONSULTANT ENGINEER's subconsultant will be identified after a tool provider review workshop between HDR and the City. Once identified, the subconsultant scope and fee will be developed, reviewed by the City, and once approved HDR will work with the City and the subconsultant to perform internal pipeline condition assessment, draft a findings report and deliver electronically to HDR. The budget placeholder assumes that Pure Technologies' Smartball tool will be used. TASK 12. PERMITTING COORDINATION The ENGINEER will provide permitting coordination support where indicated in the previous tasks. TASK 13. TRAVEL, REPRODUCTION, SHIPPING, LAB EXPENSES The ENGINEER will charge expenses to this task. City of Corpus Christi,Texas Attachment A Page 12 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Additional Services not included in the existing Scope of Services — CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the CITY's written request. Additional amounts paid to the ENGINEER because of material change to the Scope of the Project will be agreed upon in writing by both parties before the services are performed. These additional services include the following: • Negotiation of easements or property acquisition including temporary rights-of- entry. • Services related to traffic control plans during condition assessment activities. • Services related to development of the CITY's project financing and/or budget. • Services related to disputes over pre-qualification, bid protests, bid rejection and re-bidding of the contract for construction. • Construction management and inspection services • Performance of materials testing or specialty testing services. • Services related to damages caused by fire, flood, earthquake or other acts of God. • Services related to warranty claims, enforcement, and inspection after final completion. • Services related to Subsurface Utility Engineering Levels A, B, C or D • Services related to Survey Staking. • Services related to acquiring real property including but not limited to easements, right-of-way, and/or temporary rights-of-entry. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. • Services related to additional access locations, appurtenance assessment locations, Wenner 4-pin locations, number of soil samples, and test pitting beyond what is provided in the original scope of work. • Services related to additional length of pipe for assessment beyond what is provided in the original scope of work. • Services related to additional dry runs beyond what is provided in the original scope of work. City of Corpus Christi,Texas Attachment A Page 13 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 • Services related to clearing brush or debris for access to pipe and appurtenances of interest. • Services related to tapping the existing pipe for access. • Services related to pavement repair design due to damage caused by providing access or excavating test pits. • Services related to hydraulic modeling to evaluate flow and pressure conditions. • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. City of Corpus Christi,Texas Attachment A Page 14 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 MARY RHODES I CONDITION ASSESSMENT- PROPOSED PROJECT SCHEDULE START FINISH ACTIVITY 6/12/23 6/12/23 1 Kickoff Meeting 6/13/23 8/25/23 2 Condition Assessment Planning 6/13/23 6/23/23 2.1 Additional Records Review/Discussion 6/26/23 6/30/23 2.2 Site Visit and Air Valve Observation (after mowing) 6/13/23 7/7/23 2.3 Additional Past Failures Review/Discussion 7/7/23 8/25/23 2.4 Permitting Coordination 7/7/23 7/7/23 2.5 Condition Assessment Planning Workshop 7/10/23 8/18/23 2.6 Condition Assessment Planning TM 8/21/23 8/25/23 2.6.1 City Review 8/21/23 9/8/23 3 Data Collection and Survey 8/21/23 9/22/23 3.1 Preliminary Condition Assessment Plan 9/25/23 9/29/23 3.1.1 City Review 10/2/23 1/12/24 3.2 Collect High Frequency Pressure Data 10/2/23 10/13/23 3.3 Collect Ground Level Surveys (after mowing) 10/23/23 11/23/23 3.4 Soil Sampling and Analysis 10/30/23 11/17/23 3.5 Stray Current Investigation 6/26/23 6/30/23 3.6 Drone Survey (after mowing) 7/7/23 9/1/23 3.7 Data Collection and Survey TM 9/4/23 9/8/23 3.7.1 City Review 2/5/24 4/26/24 4 Engineering Analysis and Recommendations Report 2/5/24 3/22/24 4.1 Draft Report 3/25/24 3/29/24 4.1.1 City Review 4/1/24 4/1/24 4.2 Workshop 4/2/24 4/26/24 4.3 Final Report 10/2/23 11/03/23 5 Dry Run and Finalize Condition Assessment Plan 10/2/23 10/6/23 5.1 Dry Run 10/9/23 10/27/23 5.2 Workshop & Final Condition Assessment Plan 10/30/23 11/03/23 5.2.1 City Review 7/7/23 2/2/24 6 Internal Condition Assessment 7/7/23 7/7/23 6.1 Internal Condition Assessment Tool Workshop 11/13/23 11/17/23 6.2 Internal Inspection 11/20/23 1/22/24 6.3 Inspection Report 01/29/24 2/2/24 6.3.1 City Review 11/13/23 1/12/24 7 Direct (External) Pipe Assessment 11/13/23 11/17/23 7.1 Test Pits 11/27/23 1/5/24 7.2 Direct Assessment TM 1/8/24 1/12/24 7.2.1 City Review Note:Schedule is conceptual and will be revised periodically to reflect project changes including access constraints including rain,flooding, mowing,and permitting, review times,and scope adjustments. City of Corpus Christi,Texas Attachment A Page 15 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 FEES Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the Summary Fee Table attached to this document. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined above and for all expenses incurred in performing these services. A/E will submit monthly statements for basic services rendered which will be based on A/E's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. Fee for Additional Services. For additional services authorized by the Director of Engineering Services the City will pay the A/E a not-to-exceed fee per the Summary Fee Table attached to this document. City of Corpus Christi,Texas Attachment A Page 16 of 17 ATTACHMENT A DESIGN SERVICES FOR MARY RHODES PIPELINE CONDITION ASSESSMENT CITY PROJECT NO.:23027 Summary of Fees Fee for Basic Services 1.0 Project Management $41,925 2.0 Condition Assessment Planning $96,777 3.0 Data Collection and Survey $309,712 4.0 Engineering Analysis and Recommendations Report $97,865 Subtotal Basic Services Fees546 279 Fee for Additional Services (Allowance) 5.0 Dry Run and Finalize Condition Assessment Plan $18,576 6.0 Internal Condition Assessment $73,154 7.0 Direct (External) Pipe Assessment $42,888 8.0 Additional Support $45,091 9.0 Geotechnical Subconsultant $27,500 10.0 Survey Subconsultant * $44,000 11.0 Internal Condition Assessment Subconsultant $1,705,000 12.0 Permiting Coordination * $5,114 13.0 Travel, Reproduction, Shipping, Lab * $72,659 Subtotal Additional Services Fees $2,033 982 Total Authorized Fee2 580 261 * - These additional services are authorized by Engineering Services to begin upon execution and notice-to-proceed of this contract scope of services. City of Corpus Christi,Texas Attachment A Page 17 of 17 so �o p A PHv AGENDA MEMORANDUM WoRPORPg4 1852 One-Reading Ordinance for the City Council Meeting June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks and Recreation Department robertd4(a-)cctexas.com (361) 826-3133 Josh Chronley, CTCD, Assistant Director of Finance & Procurement Joshc2(a-)cctexas.com 361-826-3169 Construction Contract Award North Beach Restroom and Parking Facilities (Bond 2020) CAPTION: One-reading ordinance authorizing a construction contract with SpawGlass Contractors, Inc. of Corpus Christi for the construction of new restrooms, parking lot and park amenities at Surfside Park in North Beach for a total amount of $5,996,091.00; appropriating $1,856,612.00 from the unreserved fund balance of the State Hotel Occupancy Tax Fund and transferring such funds to the SHOT Capital Improvement Program fund; amending the FY 2023 Operating and Capital Improvement Budgets, located in Council District 1, with FY 2023 funding available from the Park and Recreation Bond 2020 Fund and SHOT CIP Fund. SUMMARY: This motion authorizes the construction of a new restroom facility with a new parking lot and playground area with picnic tables for families. The facility will be located at the east end of Surfside Park in North Beach. BACKGROUND AND FINDINGS: The existing bathrooms and parking lot at Surfside Park in North Beach have reached their useful life expectancy and require major renovation. The facility is located in a FEMA velocity flood zone and the existing parking lot and restroom are subject to frequent flooding. The new restrooms are proposed to be constructed approximately 175 feet east of the existing restrooms to reduce the susceptibility to flooding. Park amenities like a playground and picnic tables are offered in the open space. The current building code requires all structures located in a velocity zone to be elevated V above the base flood elevation. This will require the new restroom to be built on piers approximately 10 to 12 feet above the existing ground. The design will incorporate a walkway ramp that satisfies the Americans with Disabilities Act (ADA) accessibility requirements. The surrounding areas to the facility will be elevated up to 2 feet to mitigate nuisance flooding during high tides and rain events. The elevation included in this project has also been programmed into Phase 1 of the North Beach Drainage Solution project. This project is proposed to be constructed utilizing a design-build contract. On March 29, 2022, City Council approved the design of a new restroom, parking lot and park amenities at Surfside Park in North Beach for a total amount of $196,522.00. This item will authorize SpawGlass Contractors Inc. to begin construction of the facility and the proposed supporting improvements included in Alt 01(Driveways from Surfside Boulevard) and Alt 02 (Beachwalk Light Demo and New Site Lighting). Alt 03 (Pour in place additional coverage) is not included with this construction contract. PROJECT TIMELINE 2023 2023-2024 June June -April Award Construction Projected Schedule reflects City Council award in June 2023 with anticipated construction completion by April 2024. COMPETITIVE SOLICITATION PROCESS: On August 19, 2021, the Finance & Procurement Department issued a Request for Qualifications (RFQ) Number 3843— Project 21082. The City received Statements of Qualifications (SOQ) from five respondents. The SOQ evaluation committee consisted of representatives from Parks and Recreation, Engineering Services and the City Manager's Office. On December 2, 2021, the selection committee conducted interviews for the top four firms. The interview committee consisted of representatives from the Parks and Recreation Department, Asset Management, Engineering Services Department, Contracts and Procurement Department and the City Manager's Office. Firms were ranked based on three factors: 1) firms experience, 2) team's experience, 3) and understanding of the project scope. The final evaluation ranked SpawGlass Contractors Inc. as the highest scorer and is recommended as the most qualified for this project. SpawGlass Contractors Inc. has extensive experience in design-build projects. Some of their project experience includes: CCIA Terminal & GA Apron Rehabilitation, Texas State Aquarium Wildlife Research Center, Del Mar College Workforce Development Center Upgrade, TAMU Corpus Christi Student and Welcome Center Renovation, CHRISTUS Spohn Shoreline CSR Equipment Replacement, CHRISTUS Spohn South Thomas Spann Clinic - 2nd Floor Wellsprings Building. ALTERNATIVES: City Council could instruct staff to reject this construction contract and not move forward with this project. The result of this decision would effectively remove badly needed restroom facilities from the area since the existing facilities have reached their useful life and need to be demolished and removed from the site. In addition, the completion of the North Beach Drainage Improvements Phase 1 would also be delayed. FISCAL IMPACT: The fiscal impact in FY 2023 is an amount of$5,996,091.00 with funding available from the Bond 2020 Fund and SHOT CIP Fund. $1,856,612.00 will be appropriated to the SHOT operating fund and transferred to the SHOT capital fund. From: To: Amount: SHOT Fund SHOT Capital Improvement Fund 3285 for 1032-27-60150 Acct 548500 project 21082 North Beach Restrooms and $1,856,612.00 Parking Facilities Funding Detail: Fund: PK&R2021 Bd20 B (Fund 3296) Department: Parks and Recreation (27) Org: Grants and Capital Projects (89) Account: Construction (550910) Activity: 21082-3296-EXP Amount: $1,914,479.00 Fund: SHOT CIP (Fund 3285) Department: Parks and Recreation (27) Org: Grants and Capital Projects (89) Account: Construction (550910) Activity: 21082-3285-EXP Amount: $4,081,612.00 Total: $5,996,091.00 RECOMMENDATION: City Staff recommends awarding the construction contract in an amount of$5,996,091.00 to SpawGlass Contractors Inc. for the North Beach Restroom and Parking Facilities. LIST OF SUPPORTING DOCUMENTS: Location/Vicinity Maps Evaluation Matrix Contract CIP Page Presentation One-reading ordinance authorizing a construction contract with SpawGlass Contractors, Inc. of Corpus Christi for the construction of new restrooms, parking lot and park amenities at Surfside Park in North Beach for a total amount of $5,996,091.00; appropriating $1,856,612.00 from the unreserved fund balance of the State Hotel Occupancy Tax Fund and transferring such funds to the SHOT Capital Improvement Program fund; amending the FY 2023 Operating and Capital Improvement Budgets, located in Council District 1, with FY 2023 funding available from the Park and Recreation Bond 2020 Fund and SHOT CIP Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. $1 ,856,612 is appropriated from the unreserved fund balance of SHOT Fund and transferred to the SHOT Capital Improvement Program Fund for Project 170062 Park Road 22 Bridge. SECTION 2. The FY 2022-2023 Operating Budget, adopted by Ordinance No. 032855, is amended to increase expenditures by $1 ,856,612. SECTION 3. The FY 2022-2023 Capital Budget, adopted by Ordinance No. 032856, is amended to increase revenues and expenditures by $1 ,856,612. SECTION 4. The City Manager or designee is authorized to execute an Amendment to the Design/Build Contract with Spawglass Contractors, Inc. in an amount not to exceed $5,996,091 for construction phase services for a total contract value not to exceed $6,192,613 for Surfside Park and restroom improvements. SECTION 5. That upon written request of the Mayor of five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of June, 2023. TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Paulette Guajardo Mayor Council Members The above ordinance was passed 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 RFQ NO.3843 SURFSIDE PARK NORTH BEACH RESTROOM AND PARKING FACILITY Proposal Evaluation SpawGlass CLK /Teal GeoFill Barcom Brizo MINIMUM QUALIFICATIONS (PASS/FAIL) Pass Pass Pass Pass Pass Licensing/Certification N No material lawsuits during last 5 years N No material regulatory issues last 5 years rJ References Provided for firm r ✓l TECHNICAL PROPOSAL (60 PTS) 50 50 52 50 46 Firms'Experience (15 pts) 13 13 13 14 13 Team's Experience (15 pts) 12 13 14 14 13 Understanding of Project Scope (30 pts) 25 24 25 22 20 INTERVIEW(40 PTS) 36 35 31 31 Firms'Experience (15 pts) 9 8 8 8 Team's Experience (15 pts) 9 9 8 7 Understanding of Project Scope (20 pts) 18 18 15 16 Total 86 85 83 81 46 f i` fpm l �t CITY OF CORPUS CHRISTI NORTH BEACH -SURFSIDE PARK - RESTROOM AND PARKING FACILITIES 0 MAY 25, 2022 uiuupu�d���75, x TABLE OF CONTENTS TAB 1 TAB 6 STATEMENT OF GMP SCHEDULE TAB 2 TAB 1 STATEMENT OF SUBSTANTIAL ALTERNATES COMPLETION TAB 3 TAB 8 COST REPORTS - RECAP AND DIST OF DRAWINGS AND DETAILED SPECIFICATIONS TAB 4 TAB 9 MINORITY PARTICIPATION LIGHT POLE EXHIBITS STATEMENT TAB 5 ASSUMPTIONS AND CLARIFICATIONS TAB1 ,p STATEMENT OF GMP 001— a x Ili i 1 \` If T I ., Providing the Absolute Best Construction Experience 9�J/ 1 . Brett Van Hazel Assistant Director of Engineering Services: Construction Management Dear Mr. Brett Van Hazel, SpawGlass Contractors appreciates the opportunity to provide a GMP for the North Beach Surfside Park — Restroom and Parking Facilities. Our proposed Guaranteed Maximum Price is $5,655,388. For clarifications of our inclusions and exclusions, please refer to attached Assumptions & Clarifications tab. Please note that the GMP presented includes a Minority Participation of 2611/o. As requested, the recap of the requested and volunteer Add Alternates are below: 1. Alt 01 - Driveways from Surfside Boulevard $277,028 2. Alt 02 - Beachwalk Light Demo and New Site Lighting $63,675 3. Alt 03 - PIP MIG Additional Coverage - Pelicans $81,213 Our mission is "To provide our clients with the absolute best construction experience," and we look forward to this exciting and challenging project. Sincerely, Matias Maldona Project Executive SpawGlass Contractors, Inc. Providing the Absolute Best Construction Experience 3008 W.Spur 54 I Harlingen,Texas 78552 1 956-412-9880 --------------------------------------------------------------------------------------------------- SpawGlass com AUSTIN I BRAZOS VALLEY I CORPUS CHRISTI I GOLDEN TRIANGLE I HOUSTON I NEW BRAUNFELS I NORTH TEXAS I SAN ANTONIO I SOUTH TEXAS AB 2 STATEMENT OF SUBSTANTIAL COMPLETION d � b SpavGlass I qk 1 . Brett Van Hazel Assistant Director of Engineering Services: Construction Management Dear Mr. Brett Van Hazel, Our Substantial Completion will be 11 Months (335) Calendar days after issuance of Notice to Proceed. This will address all the long lead items of the schedule, which is attached. Our approach to building the North Beach Restroom and Surfside Parking Facility is as follows. We plan to start with site demolition, including the existing restroom facility. Once this is complete, we will then start building the retaining wall and prepare the building pad. Once the building pad is turned over, the foundation work for the elevated restroom structure will begin. The CMU will follow the completion of the poured elevated slab. Once the exterior and interior CMU is complete, the metal standing seam roof will be installed. Concurrently with this activity, the Ramp and Stairs leading into the structure will be ongoing. Along with this, the site furnishings, landscaping, irrigation, and flatwork activities will begin. Once the roof is installed, building dry-in will be finalized and activities such as electrical panel installation and fixture installation can commence. This work is considered critical path and the finalization and completion of the install of these activities will start the process of testing and commissioning to final completion. We have included the contractual eleven (11) rain days and 10 percent float (25 days) to the schedule. Our mission is "To provide our clients with the absolute best construction experience," and we look forward to this exciting and challenging project. Sincerely, Matias Maldonado, Project Executive SpawGlass Contractors, Inc. Prnridirt,,r t/w,.lb.,o itc Biel C.on.�towtion L.vwoolce 3008 W.Spur 54 1 Harlingen,Texas 78552 1 956-412-9880 SpawGlaSS.COM AUSTIN I BRAZOS VALLEY I CORPUS CHRISTI I GOLDEN TRIANGLE I HOUSTON I NEW BRAUNFELS I NORTH TEXAS I SAN ANTONIO I SOUTH TEXAS i — - -+ AB 3 COST REPORTS — RECAP AND ll DETAILED 1� t 11 ro � IMPA �j. r A Imw SpavGlass r . Recap Report Corpus Christi North Beach Surfside - 90% CD GMP REV 03 Estimate Date: 03/17/2023 Documents Date: 02/07/2023 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM COST COST I SF °/a OF TOTAL Direct Costs 4,968,265 73.06 87.85 Div. 01 - General Requirements 510,117 7.50 9.02 Div. 02 - Existing Conditions 39,000 0.57 0.69 Div. 03 - Concrete 1,031,749 15.17 18.24 Div. 04 - Masonry 92,013 1.35 1.63 Div. 05 - Metals 53,041 0.78 0.94 Div. 06 - Wood, Plastics & Composites 441,669 6.50 7.81 Div. 07 - Thermal & Moisture Protection 66,334 0.98 1.17 Div. 08 - Openings 84,578 1.24 1.50 Div. 09 - Finishes 145,256 2.14 2.57 Div. 10 - Specialties 447,073 6.57 7.91 Div. 11 - Equipment 221,199 3.25 3.91 Div. 22 - Plumbing 205,233 3.02 3.63 Div. 23 - Heating, Ventilating &Air Conditioning 16,799 0.25 0.30 Div. 26 - Electrical 322,279 4.74 5.70 Div. 31 - Earthwork 516,483 7.60 9.13 Div. 32 - Exterior Improvements 178,113 2.62 3.15 Div. 33 - Utilities 597,329 8.78 10.56 Corpus Christi North Beach Surfside - 90% CD Estimate Date: 0311712023 GMP REV 01 Page 1 of 2 Documents Date: 0210712023 ITEM COST COST I SF °/a OF TOTAL Indirect I Builder's Risk Insurance 31,104 0.46 0.55 General Liability Insurance 55,196 0.81 0.98 Payment and Performance Bonds 77,708 1.14 1.37 Warranty 14,138 0.21 0.25 Contractor's Contingency 226,212 3.33 4.00 Overhead and Profit 282,765 4.16 5.00 Total Cost $ 5,655,388 $ 83.17 100.000/0 Corpus Christi North Beach Surfside - 90% CD Estimate Date: 03117/2023 GMP REV 01 Page 2 of 2 Documents Date: 0210712023 Detail Report (Direct Costs Only) Corpus Christi North Beach Surfside - 90% CD GMP REV 03 Estimate Date: 03/17/2023 Documents Date: 02/07/2023 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM QUANTITY I UM UNIT COST TOTAL COST Div Project Management/ Supervision 11.0 Mos 38,967.00 428,637 Building Layout 1.0 LS 5,600.00 5,600 Certified Survey 1.0 LS 4,500.00 4,500 Dewatering (Allowance) 1.0 LS 30,000.00 30,000 Geo Tech to 80' 1.0 LS 4,140.00 4,140 Hydroexcavation (Allowance) 1.0 LS 17,240.00 17,240 Load Compression Test 1.0 LS 0.00 0 Temp Laydown Yard 1.0 LS 20,000.00 20,000 Div. 39,000 Demo of Existing Restroom 1.0 LS 35,000.00 351000 Roof Asbestos Abatement 1.0 LS 4,000.00 4,000 Div. 03 - Concrete 1,031,749 Canopy Footing & Patio Slab 1.0 LS 18,080.00 18,080 Mud Slab & Curb at Rubber Flooring 1.0 LS 0.00 0 Site Concrete - Stamped Concrete, Sidewalks, 1.0 LS 220,455.00 220,455 Curbs, Retaining Walls Foundation with Auger Cast Piles 1.0 LS 650,413.00 650,413 Spoil Removal 1.0 LS 0.00 0 9" and 16" Columns 58.0 Each 0.00 0 Footings for Site Furnishes 1.0 LS 18,000.00 18,000 Footings for Wave Walls - Windstorm Engineering 1.0 LS 5,000.00 5,000 Certification Footings for Wave Walls (Piles & Concrete) 1.0 LS 38,610.00 38,610 Light Pole Bases 1.0 LS 42,500.00 42,500 Elevated Slab & Beam 1,340.0 SF 0.00 0 Shower/Foot Washer & Dog Fountain Area 1.0 LS 15,852.00 15,852 Corpus Christi North Beach Surfside - 90% CD Estimate Date: 0311712023 GMP REV 01 Page 1 of 4 Documents Date: 0210712023 ITEM QUANTITY I UM UNIT COST TOTAL COST Concrete Footing Bench & Receptical 1.0 LS 18,080.00 18,080 Sealed Concrete 1.0 LS 4,759.00 4,759 Div. 04 - Masonry 8" Burnish - Split Face & 6" CMU Screen Wall 1.0 LS 90,013.00 90,013 Partitions Cast Stone 1.0 LS 0.00 0 Metal Lintel 1.0 LS 2,000.00 2,000 Tree Wells 3.0 Each 0.00 0 Div. 53,041 316 SS Handrails - Continuous Weld 1.0 LS 51,500.00 51,500 Masonry Anchor Bolts - Material Only 1.0 LS 0.00 0 Removable Bollard 1.0 Each 1,540.58 1,541 Div. 0. Wood, Plastics & Composites 0.0 Each 0.00 0 Window Sill &Trim Blocking 500.0 LF 5.59 2,794 Roof Wood Framing 1.0 LS 123,780.00 123,780 Hardie Panel Soffit Panels 1.0 LS 0.00 0 Stainless Steel Ties, Hangers, Fasteners 1.0 LS 0.00 0 Tangent & MoistureShield Ramp Structure & Railing 1.0 LS 315,095.00 315,095 Tangent Break Away Walls & Cane Detection 1.0 LS 0.00 0 System Wood Bollards with Rope 1.0 LS 0.00 0 .. D . . Standing Seam RR Roof 1.0 LS 50,334.00 50,334 Flashing & Sheet Metal for Doors and Windows 1.0 LS 0.00 0 Joint Sealants - Interior & Exterior 1.0 LS 16,000.00 16,000 Waterproofing - For Masonry 1.0 LS 0.0 0 0 Div. 0: Openings 84,578 Custom Doors, Gate, and Hardware 1.0 Each 51,713.00 51,713 Door Install 1.0 LS 2,180.23 2,180 FRP Door, Frame, Hardware 1.0 LS 6,260.23 6,260 Impact Windows 1.0 LS 24,425.00 24,425 Div. 09 - Finishes Ad 0.0 Each 0.00 0 Poured Rubberized Floor Surface 3 Color 1.0 LS 113,456.00 113,456 Dry Loc Sealer 1.0 LS 0.00 0 Corpus Christi North Beach Surfside - 90% CD Estimate Date: 03/17/2023 GMP REV 01 Page 2 of 4 Documents Date: 02/07/2023 ITEM QUANTITY I UM UNIT COST TOTAL COST Epoxy Paint 1.0 LS 31,800.00 31,800 Div. 10 - Specialties I i111mcma Toilet Compartments &Accessories 1.0 LS 17,146.00 17,146 Signage 1.0 LS 16,927.00 16,927 Tornado Shade Structures Engineered Install & 1.0 LS 145,000.00 145,000 Includes Foundations Designer Walls at Play Area (3 each) 1.0 LS 268,000.00 268,000 i221,199 Grills 1.0 LS 3,102.00 3,102 Playscape Creates - Install 1.0 LS 17,233.00 17,233 �Play,Scape Creatures - Furnishing 1.0 LS 200,864.00 200,864 , ............... Plumbing 1.0 LS 205,233.00 205,233 Div. HVAC 1.0 LS 16,099.00 16,099 T&B 1.0 LS 700.00 700 Div. Electrical Light Fixtures & Site 1.0 LS 276,410.00 276,410 Primary Power Infrastructure for Resident (NOT AEP 1.0 LS 45, FEES) 869.00 45,869 Div. 1 Erosion Control / Constuction Entrance 1.0 LS 4,000.00 4,000 Maintenance 24.0 Wks 496.57 11,918 SWPPP Inspections 11.0 Mos530.00 ��5,830 Earthwork - Clear & Grub, Rough & Fine Grading and Cement Stabilize Base, GeoGrid, Termite 1.0 LS I 400,000.00 400,000 Control, HMAC Heavy Duty Asphalt Pavement - Base Bid Driveways 1.0 LS 34,779.00 34,779 Grass Road Paver 1.0 LS 55,656.00 55,656 Spoils for Piles 1.0 LS 4,300.00 4,300 Div. 32 - Exterior Improvements 178,113 Striping/HC Signs/HEV Signs - Striping in Mako 1.0 LS 0.00 0 Wheel Stops - In Mako 1.0 LS 0.00 0 Removal of Existing, Tempoary Irrigation & Sleeves, New Irrigation System, Palm Trees, 1.0 LS 178,113.00 178,113 Boulders, Shrubs, River Rock, Hydro Mulch, Top Soil Corpus Christi North Beach Surfside - 90010 CD Estimate Date: 03/17/2023 GMP REV 01 Page 3 of 4 Documents Date: 02/07/2023 ITEM QUANTITY I UM UNIT COST TOTAL COST L' Domestic Water - Sewer Line - Storm Water 1.0 LS 547,329.00 547,329 Dewatering 1.0 LF 50,000.00 50,000 Total - Direct Costs $ 4,968,265 Corpus Christi North Beach Surfside - 90% CD Estimate Date: 03/17/2023 GMP REV 01 Page 4 of 4 Documents Date: 02/07/2023 1 , I MINORITY PARTICIPATION `fk Now ®! !■ M4 j40 � Kd+• 1, .W � n i�W � 77 1 y .. r N - fv Providing the Absolute Best Construction Experience 1 . Brett Van Hazel Assistant Director of Engineering Services: Construction Manager Dear Mr. Brett Van Hazel, The Minority Business Participation Goal for this contract was noted to be 45%. We currently have 26% minority participation for construction. The minority subcontractors are: • HUB Certified — Coastal Bend Demolition • DBE Certified - A.Z. Construction, Inc • HUB Certified — STC Alliance • HUB Certified — TADCO Roofing • HUB Certified — RGS Painting Inc. • HUB Certified — Outdoor Escapes • HUB Certified — TAB FX In our preconstruction efforts, SpawGlass contracted HUB Certified Architecture Firm EDP, Architects. Our mission is "To provide our clients with the absolute best construction experience," and we look forward to this exciting and challenging project. Sincerely, Emmanuel Mena, Diversity Outreach Coordinator SpawGlass Contractors, Inc. Providing the Absolute Best Construction Experience 3008 W.Spur 54 1 Harlingen,Texas 78552 1 956-412-9880 SpawGlass.com -,JSTIN I BRAZOS VALLEY I CORPUS CHRISTI I GOLDEN TRIANGLE I HOUSTON I NEW BRAUNFELS I NORTH TEXAS I SAN ANTONIO I SOUTH TEXAS AB 5 ASSUMPTIONS AND � 5 CLARIFICATIONS g � 5 i ,f v w. x / P Sp avGlass a^ SPAWGLASS GMP ASSUMPTIONS & CLARIFICATIONS Project Name: Surfside Park North Beach Restroom & Parking Facility Project Location: Corpus Christi, Texas Date: May 25, 2023 Job #: 3021269 General Clarifications This Guaranteed Maximum Price (GMP) is based on reasonable assumptions and incorporates only certain costs and expenses that we expect will be incurred in construction of the Work. We have not included the additional staff or costs that would be necessary to manage or avoid all contingencies, potential problems and issues that could arise. Once the final construction documents and GMP are finalized, the Owner and SpawGlass will execute a change order or amendment, confirming the scope and value of the final GMP. We have listed below the Assumptions and Clarifications that we have considered, so as to identify what is and what is not included in the GMP. Where actual events or work on the project differ from the Assumptions and Clarifications listed below, an adjustment to the GMP will be required for the resulting additional costs and expenses. These Assumptions and Clarifications are specifically used to establish the basis of the GMP and as such, notwithstanding anything elsewhere to the contrary, are intended to clarify and take precedence over details or items shown or stated elsewhere in the Contract Documents, in the event there is a discrepancy between or among any of them. 1. The GMP is based on the understanding that City of Corpus will be issuing a Contract Price Amendment of the Construction Documents using the established Design/Build Agreement for Project No 21083 and Contract No 3843. Accounting breakdowns, including schedule of values, will be provided as directed by the Owner. 2. This GMP only includes work that is specifically identified in the Contract Documents, or which is reasonably inferable from such information as being required to complete the work specifically required by SpawGlass, all subject to these Assumptions and Clarifications. 3. This GMP requires SpawGlass to assume responsibility for unforeseen deficiencies that are aligned with the scope of work described in the Contract Documents. 4. The services to be provided by SpawGlass shall not impose upon SpawGlass any obligation to assume or to perform the professional responsibilities, duties, service and activities for scope of work that is not specifically outlined in this document or for scope items which the Owner has contracted with its own Architect or other Consultants, nor shall they impose upon SpawGlass any liability with respect thereto. 5. The Owner will arrange and pay for any and all air rights, vault rights or other easements and access necessary for the construction of the building, including any sidewalk, meter charges, lane rental of any kind. 6. The GMP is based upon the expectation that reasonable substitutions may be made to the specified materials and equipment as approved. Substitutions are to be presented to and approved by the OAR before incorporation into the project. 7. The GMP Breakdown is for informational purposes only. Savings and/or overruns between the individual line items do not stand on their own and can be applied against savings and/or overruns in other line items. SpawGlass Contractors will coordinate all budget transfers with the OAR and will not proceed with budget transfers if the OAR does not approve the transfer. 8. The GMP includes an escalation budget of 1%. SpawGlass reserves the right to use Contingency and/or project savings to accommodate any budget overruns that may be attributed to escalation. 07172017 1 . 9. The construction schedule is based on starting work in the field ten (10) calendar days after receipt of all of the following by SpawGlass: a. Formal acceptance of the GMP. b. Executed Contract between the Owner and SpawGlass. c. Building Permit for the Project. d. Notice to Proceed from the Owner. 10. The GMP is based on a 11 month construction schedule to Substantial Completion starting ten (10) calendar days from the receipt of all of the items in line 10 above. 11. Any separate subcontractors or vendors of the Owner shall not interfere with the operations of SpawGlass and shall comply with SpawGlass' project schedule so that no interruption or stoppage of work occurs or out of sequence work is required by SpawGlass. SpawGlass Contractors will be responsible for the initial coordination. However, Owner will be responsible for assisting in coordination efforts if required (to accommodate the work of this GMP). 12. The Owner agrees that should it take partial use or occupancy of the Work it will not interfere with and/or cause delays and disruptions to SpawGlass'construction activities. 13. Liquidated Damages will be limited to $500.00 per calendar day past substantial and final completion. 14. Per paragraph 15.04B in the Owner Contract, contingency funds may be used for costs incurred by the Contractor provided these costs are approved by the OAR. SpawGlass Contractors retains the right to utilize the Contingency fund within two (2) days if approval is not received. A separate line item, Contractor's Construction Contingency has been included in the GMP which shall be made available to SpawGlass in the event that any of the following shall happen: a. Costs which are related to a subcontractor failure not covered by a subcontractor performance and payment bond. b. Overly aggressive scheduling. c. Changes in market conditions, including subcontractor or vendor price increases, which arise during procurement. 15. This GMP does not include the cost for the Building Permit. 16. Impact and/or prorata fees, including any service charges by utility companies, if any, are to be paid for directly by the Owner and are not included in the GMP. 17. There will be no obligations to indemnify, hold harmless and defend the Owner's Consultants. 18. Testing and inspection shall be contracted and paid for directly by the Owner. 19. Utility consumption costs for water, gas and electricity used by other parties that are not SpawGlass Contractors during construction will be paid for directly by the Owner and are not included in the GMP. 20. The GMP is includes the demolition of the existing Restroom. This demolition includes no abatement of the roofing material. 21. We have assumed that periodic access from the adjacent property will be allowable, to perform the work of this project, at no additional cost to SpawGlass. SpawGlass Contractors will be responsible for the initial coordination. However, Owner will be responsible for assisting in coordination efforts if required (to accommodate the work of this GMP). 22. This GMP is based on the Owner taking possession and control of the work upon receipt of certificate of occupancy. SpawGlass will be given reasonable access and time to complete thereafter. Upon final acceptance, the limit of responsibility for performance of work on the project is any warranty repair work, for the one-year warranty period, with all extended warrantees being administered directly by the Owner to the manufacturer. 23. Warranty work to be performed by SpawGlass will not include moving or removing furniture, fixtures or equipment not originally installed by SpawGlass unless removal is required as a result of defective work performed by SpawGlass. The warranty provided by SpawGlass will be one (1) year from the date of Substantial Completion. Any extended warranties will be between the manufacturer and the Owner directly. Assumptions and Clarifications Page 2 of 5 October 04, 2016 1 . 24. We have not included any costs in this GMP for structural rework, repair, additional bracing or support of existing and adjacent structures. Should additional work to reinforce, repair or rebuild existing or adjacent structures be required after start of work, the cost of such work shall be an addition to the GMP. 25. This GMP is based on working a six (6) day work week from Monday to Saturday. If directed to expedite schedule by the City of Corpus and/or Owner's representative, SpawGlass will work Sunday without penalty. 26. The cost of constructing, reworking or demolishing any existing structure not in the contract documents is not included and is an alternate cost. 27. The GMP does not include monies for SpawGlass to retain an exterior wall/waterproofing consultant to confirm the performance of the exterior wall systems. 28. All Alternates must begin within 30 days of NTP. SpawGlass Contractors reserves the right to review the schedule and the impact of the alternate approval time. Additional general conditions will apply if critical path is affected. 29. The GMP price and schedule includes 11 rain days. SpawGlass has 25 work days for float (Schedule Activity 2420 — Project Float 10%). This will be used towards any additional rain days if required. 30. Activity-level float contained in the Work Progress Schedule, Schedule Activity 2420 — Project Float 10%, is not for the exclusive benefit of Contractor or Owner, but belongs to the Project and may be consumed by either party. Contractor, at its sole discretion, may include in its Work Progress Schedule an allocation of Contractor Float available for the exclusive use and benefit of the Contractor. Contractor Float shall be clearly identified in the Work Progress Schedule. Inclusion of Contractor Float shall not preclude Contractor's right to early completion of the Work. 31. For Coordination, we will reference Article 4.04D of the Contract for events that delay, disrupt or interfere with unanticipated causes which is not the fault of and beyond control of OPT or Contractor. 32. The GMP does not include AEP engineering service fees and/or AEP construction fees. 33. This GMP is based upon the 2015 IBC Building Code. Any additional code requirements and/or changes will be at the cost of the owner. 34. All insurance procurement becomes the responsibility of the Owner at Final Completion. 35. Potential change orders may extend the scheduled timeline which may cause another insurance buydown to be required. 36. This GMP is based on the assumption that a lay down area will be provided during the entirety of construction. If a lay down area is not provided, additional costs to the owner may be incurred. 37. This GMP is based on the Davis-Bacon Wage Rate pay scale. 38. Retainage is set at 5 percent. 39. Contractor's pay application will be submitted by the 1st of the month and the Owner to make payment 30 days after receipt of complete pay application. 40. Upon Project Completion, SpawGlass Contractors will not be required to give back any agreed upon Fee if not all project savings and contingencies, are utilized as agreed upon. SPECIFIC QUALIFICATIONS 1.) SpawGlass Contractors does not have the flood insurance coverage or deductible cost included in the GMP. Division 01 — General Requirements and General Conditions 1. This GMP does not include sales tax and remodel tax. Owner to provide tax exemption certificate to Contractor upon execution of contract. 2. This GMP does not include utility company impact fees (AEP). Assumptions and Clarifications Page 3 of 5 October 04, 2016 1 . 3. This GMP does not include material testing. To be by owner. 4. This GMP includes a final Registered Professional Survey. 5. This GMP includes the additional Geo Tech boring to 80'to finalize the foundations design. Division 02 — Existing Conditions 1. This GMP includes Hydro excavating for verification of existing utilities. 2. This GMP includes demolition and abatement of existing restrooms. Division 03 — Concrete 1. This GMP includes 58 Auger Cast Piles for the Restroom Foundation and nine (9), 18"diameter, 30' Auger Cast Piles for the Wave Wall Foundations. 2. This GMP includes Pile Integrity Testing for 25%/15 Auger Cast Piles as per the Geotech Requirements. 3. This GMP includes a Load Compression Test for one (1) Auger Cast Pile. Division 09 — Finishes 4. This GMP includes the poured in place resilient playground surfacing and associated site preparation. This includes a concrete Mud slab for Recreation Areas A, B, and C Division 10 — Specialties 1. This GMP includes design, fabrication, and install of all individual custom wave climbing walls. Division 11 - Equipment 1. This GMP includes furnishing of all individual and unique shaped dolphin play creatures. Two (2) of the dolphin play creatures are to be custom and (1) is to be the standard QCP model. Division 26 - Electrical 1. This GMP includes the raceway for AEP to install power for the new resident. This GMP does not include AEP's cost for the design or work associated with this. 2. This GMP does not include lighting protection. Division 33 - Utilities 1. This GMP does not include a water meter. To be provided by City. Exclusions: 1. AEP design and associated design and construction fees. 2. Material Testing 3. Providing temporary power/permanent power to the existing residents, i.e residents in the Beach Rentals and the Condominium apartments. Electrical infrastructure for new permanent power for the new resident will be installed as shown on the E100 100% drawing sheet. 4. Removal of the five (5) existing AEP light poles. Installation of 5 new site lighting poles and associated concrete and rebar for light pole bases are not included in base bid. See Alternate. 5. Costs associated with the demolition and new construction of the driveways leading into the new parking lot from Surfside Boulevard is not included. See Alternate . 6. New utility transformer to be furnished and installed by AEP is not included. Assumptions and Clarifications Page 4 of 5 October 04, 2016 1 . 7. Builder's Risk flood insurance deductible of 5% of the total contract amount with a minimum of $250,000.00 for the Site. 8. Two Custom Pelicans in Pour-In-Place locations. See alternate. END OF DOCUMENT Assumptions and Clarifications Page 5 of 5 October 04, 2016 �i AB 6 III SCHEDULE i SpavvGlass i.r►,ii�- Construction Experience I1�11'/r RestroomNorth Beach Norm seat.l Milestones 1UJul-23 iD-Jun-24 M'Jesrow A3159 NTP 1UJ u1-23 NTP A3340 Proleet Gompi I0Jun-24 ♦Protect Complet Buy Out 1D-Ju1-23 01-Aug-23 """ Buy Out A2490 Buy Out Site Contractor 1D-Jul-23 20-Juk23 �, Buy Ou[Ste Contraptor A2500 Buy Out Concrete Contractor tDJu1-23 20-Juk23 Buy,Out Concrete Contractor A2510 Buy Out Masonry Conchactor IDJu1-23 20-JuE23 Buy Out Masonry Cbnctractor A2520 Buy Out Plumbing and Utilieis Contractor 1D-Jul-23 20-Juk23 Buy,Out Plumbing a'pd Udlieis Contractor A2530 Buy Out Mechanical contractor 10-Ju1-23 20-Juk23 Buy,Out Contractor y N___ A2540 Bu Out Electrical Contractor 10-Jul-23 20-Juk23 au Out Electrical Contractor ' A2502 Buy Out Dertro Contractor 1UJul-23 20-JuF23 Buy Ou[Demo Gonjractor A3132 Buy out Wave Wall Vendor 10-Jul-23 20-JuF23 Buy out Wave Wall t/endor A2550 Buy Out Framing Contractor 21-Jul-P3 01-Aug-23 Buy Out Frarrling Contractor', A2580 Buy Out Daor&Hanvare Vendor 21-Jul-23 01-Aug-23 Buy Out Door',&Harware Vendor _o_ Bu Dut Land._____Gontrac A2580 Buy Out Landscape Contractor 21-Jul-23 01-Aug-23 ��, y Scope (vr A3130 Buy Out Sea Creatures Vendor 21-Jul-23 01-Aug-23 Buy Out Sea Creatures Vendbr A3140 Buy Out Site Fl#ores 21-Jul-23 01-Aug-23 Buyout Slte Futures A31]0 Buy Out Tollat Accessories 21-Jul-23 01-Aug-23 o Buy Out Toile�Accassorles A31W Buy Out Roofing Contractor 21-Jul-23 01-Aug-23 iiiiii—t Buy Out Roofing Contractor A3220 Buy Out Resilient Playground Surfacing Contactor 21-Jul-23 01-Aug-23 y ygroun,Surfacing Con[r, Bu Out Resl�en[Pla d,,____------ actor A2555 Buy Out SS Mi,uh—us Mettals 21-Ju1-23 01-Aug-23 Buy Out SS nfisiknious Menls Subrr1111315 21-Jul-23 12-Aug-23 Subnrittds A2910 Submittals Shower Towa'sfor E-rior Shower 21-Jul-23 01-Aug-23 Submittals Shbwer T.—ftlr E#erlor Show3r A2930 Submittals Burnished Face GMU 21-Jul-23 01-Aug-23 Submittals Burmished Face gMU A3080 Submittals Plumbing FI#ores 21-Jul-23 01-Aug-23 ', d Submli[als PWmbing FlMures', A3090 Submittals Light Fixtures 21-Jul-23 01-Aug-23 Submittals Light FWures A3100 SuIi Panels 21-Jul-23 01-Aug-23 Submittals Panels A3110 Submittals louver 21-Jul-23 01-Aug-23 Submltt&louver A3120 Submittals Exhaust Fan 21-Jul-23 01-Aug-23 �, Submittals Esjraust Fan A2911 Submittals Trexh Dran 21-Ju1-23 01-Aug-23 Submltals Tr&nth Dran A2920 Submittals Standing Seam IAA I Roof 02-ALg-23 12-Aug-23 o Sul itt9ls Standing Seem Metal Roof A2940 Submittals Tangent Wood 02-Aug-23 12-Aug-23 o Submittals Tangent Wood A2950 Submittals Hardie Soffit Panels 02-Aug-23 12-Aug-23 ,o Sub,—Is Hardie Sofiti,Panels A2950 Submittals MosWre 81-1d Composite Decking 02-Aug-23 12-Aug-23 o Subnriti M—Lu,Shigid Cort p..h5 Decking A2970 Submittals Resilient Playgrountl Surtacin9 02-Aug-33 12-Aug-23 - - --------- ------ --------------- p--------- - - - -------------- ------ Submittals Resifien[Pla'ygrountl Surfacipg A2980 Submittals Fiberglass Frame 02-Aug-23 12-Aug-23 SubmittAls Fiberglass Frrame A2990 Submittals Foberglass Daor 02-Aug-23 12-Aug-23 Submittals Foberglass poor AW00 Submittals Daor Hardware 02-Aug-23 12-Aug-23 o Submitt�k Door Hardw'.re A3010 Submittals Tolls Parfifions 02-Aug-23 12-Aug-23 o Subnritt0ls Tol9 Pau—, A3020 Submittals Toilry Accessories 02-Aug-23 12-Aug-23 '�, '�,o Subm[tals Toils Accessories A3030 Submittals Prcnic Tebles 02-Aug-23 12-Aug-23 o Subnritt'als Ficnic Tablek A3040 Submittals Benches 02-Aug-23 12-Aug-23 �,o Submittals Benches A3050 Submittals Play Creatures 02-Aug-23 12-Aug-23 � Submitt3ls Play Greatur'es A3080 Submittals Shade Canopies 02-Aug-23 12-Aug-23 o Submittals Shade Cwu pies A30T0 Submittals Wave Glmbing Wall 02-Aug-23 12-Aug-23 A3150 Submittals Landscaping&Irrigation 02-Aug-23 12-Aug-23 o Submittals Landscaping&Irrigation ;tart Date: 10-J-2 AIugIIVDrk ♦ ♦Milestone AamalLe,eloferfort North Beach Restroom and Parking Facility Finish Dale.10-Jart-2a � Remainins Werk summary Data Date: 10-Jul-23 as alRemammgwerk oLevelufEffmi Exhibit G-Project Schedule Run D.O. 22-May-23 Page 1 of ti initals A2945 Submittals Stainless Steel Hand Rail 02-Ahg-23 12-Aug-23 ® Submittals Stainless Steel Hand Rad PYocnYemen[ 02-Mg-23 16Feb-24 Proouremant A2180 Procurement Shower Towers frr Exledor Shaewr 92-Awg-23 1&Sep-23 '� Procurement Shower Towa's frr Eherlor Shouer A2700 Procurement Burnished Face GMU 92-Aug-23 25-0cl-23 ! ! Procureme h[Butmished Face GMU ! ! ! ! ! ! A ti50 Procurement Plumbing Fixtures 92-Aug-23 06Sep-23 Precuremt:nt Plumbing Fixiures A2850 Procurement Light Flxlures 0l Aug-23 25-0cl-23 Procurement Light FMures A2870 Procurement Panels 92-ALg-23 17-Jan-24 Procurement Panels A2890 Procurement Mechanical Equipment 02-Pug-23 25-0cl-23 Procurement Mechanical Ego gm-1 A2181 P---tTre roh❑ranfor Exleror Shower 91Pug-23 2rrOcl-23 P,h—min,tTrtlnoh Drsiufor Exteror Shownr A2690 Procurement Standing Seam Metal Roof 14-Ag-23 07-Sep-23 Procurers:nt Standing Segm Metal Roof A2710 Procurement Tai,en[Wood 14Pug-23 06-Nov-23 ! ! Procu—ninut Taryent IN- ! ! ! ! ! ! A2720 Procurement Hallie Soffit Panels 14-Ag-23 06-Sep-23 Proc—nnvht Hardie Soffit!Panels A2730 Procurement Moisture Shield Composite Decking 14Aug-23 2YSsp-23 Procurement Moisture Shield Comp-be Decking A2740 Procuremert Res len[Playground Surfacing 74Aug-23 25-Sep-23 ; ; � F'rocuremert Res lent Playgrou ld Surfacing A2750 Procurement Fiberglass Frames 14Pug-23 02-Feb-24 Procurement Fiberglass Fame A2750 Procurement Fohergless Door 14-Aug-23 02-Feb-24 ! ! Procurement Foberglass Dbor ! ! ! A2770 Procurement Door Hartlware 14Awg-23 23-Oc123 Piocuremsnt Dog,Hartlware A2780 ProcurementT let Pano.h. 1g-Mg-23 0GSsp-23 Procuremen[Toitl Pa rtAons A2790 Procurement Tadet Accessories 14Awg-23 OGSsp-23 4 Pacurert 4n[To ltl Accessor es A2800 Procurement Picnic Tables 14-Aug-23 0GSsp-23 Procurement Picnic Tebleg A2810 Procurement Benches 14-Awg-23 06Ssp-23 ! ! Pracursni4nt Benches ! ! ! ! ! ! ! ! ! A2820 Procurement Play Creatures 14Aug-23 IGFsb-24 Pro4urement Play Creatures A2830 Procurement Shatle Canopies 14Awg-23 05-Nov-23 Procuremant Shade Canopies A2840 Procurement Wave Clinbirg Wal 14A -23 16Fsb-24 Prof mgrs[Wae Clinbng Wal A3190 Procurement Landscaping 4Pug-23 05-Sep-23 Procurement Landscaping A2715 Procurement Stainless Steel Hand Rail 14Aug-23 29-Jan-24 ! ! !Procurement Stainless Steel Hand Rail Demolition of Existing Site Conditions 21-Jul-23 03-Aug-23 Demolition of Existing Site Cpndltions A1000 Clear&Grub 21-Jul-23 24-J423 Cigar&Grub _ i�eR�o�e&Da Exl�[n Rca xirliec A1010 Remove&Dispose Existing RCP&Inlet 25-Jul-23 26-JuF23 A1020 Remove PrimaYy Electrical OH&UG Lines NAEP) 27-Jul-23 27-J423 ! r !Remove Primary Electrical OH&UG Lines(AEP) A1015 RemovalSDesposal of Goncrele Sidewalk l:Asphal 27-Jul-23 01-Aug-23 o Removal&D�sposal of Gongrete Sidewalk YAsphatt Demo Eslsthlg Rest Raom A3350 MEP Make Safe 21-Jul-23 21-J423 r MEPMake Safe A9360 Ashestos Pbaitment i 21Jul-23 27-J423 ; � Asbestos Ababrpant A3370 DEMO&Haul orf of Rest Room 28-Ju1-23 02-Aug-23 DEMO&Haµlorfof RaMR-m A3380 Dsmoldlon of Existing Site Conditions Complete 93-Awg-23 03-Aug-23 r Demolition of Existing Site COndltions Complete Site Construction and Foundations 94-Aug-23 23-Mer-24 Sq� Construction ,,it Foundations Aftbon.te_Nmdh Drve Way o- -;`__ A33t10 Mill In Place 265eP-23 27-SeP-23 ; o Mill In Place .A35'0 Bdngto Gredeand Steblece 2&Sep-23 03Oc1-23 ! ! ! Bringto Grade and Stables ! ! ! ! ! ! ! .43520 Instal ApPhaft 94-Oc123 O5i0c123 m Instal Apphalt Mernate_$outh Drive Way .43-10 Mill In Place t 2G3np-23 2-Sep-23 g ! m!Mill In Place .Ai53U Bring to Grade and Stabl—e 21Sep-23 010ct-237 T ! ! ! 4 Bring to Grade and Stablaiat ! ! ! ! ! ! .43550 Instal Apphal 04O0-23 05-0c123 • Instal Apphpl ! ! ! ! ! ! {i" i»Ittr, Alternate_B—d.6lk Lighting k'0 AEP Demo 26-Sep-23 27Ssp-23 m AEP Demo ;tart Date: 10-J-2 Actual Work ♦ ♦Milestone AamalLe�eloferfort North Beach Restroom and Parking Facility Finish le;Da10-Jan-2a R—aining Werk summery Data Date: 10-Jul-2 craalRemainingwork oLevelofEffmrl Exhibit G-Project Schedule Run Date: 22-May-23 Page 2 of ti initals 111111111k _M6 .1116 AL JL 2D14 AWL Ag570 Rough In 28-Sep-23 01Oc123 o Rough In A358o Pour Footings 9400-23 0&Oct-23 ' ' �'o Pour Footings -____�_____________', ____________,'______________• -__', A'3590 Set Light Poles io-Oct-23 140ct-23 o Set Light Pots A3600 Energize&Cammision 160ct-23 20-Oct-23 o EnGrgize&Commiyion ® Storm❑rennage' 21- A1940 Layout Storm Dra nage 21-Pug-23 25-Aug-23 o L'ayoui storm DrSinags - Q-- A1940 Excavate Storm Drainage Aug-23 07-Sep-23 A1960 Set Inlets&install RCP 0&Sep-23 25-Sep-23 0 S�t Inlets&Instdll RCP A19DO Layout Retaining W,,h 94Aug-23 04Aug-23 r Layout Retaining Wals A1910 Prep Subgrade for Retaining W.695-/wg-23 OSAug-23 r Prep Subg,adefor Retainigg Wals A1920 Farm Retaining Walk 07-Aug-23 17-Aug-23 A1930 Pour Retaining Wals 18-Ang-23 18-Aug-23 r Pour,Ret.ming WaIa ® Rough Grade I,Cut&FII A2015 �BUli Pad 07-Aug-23 12-Aug-23 eulldbng',Pad A201D Layout Limits of Rough G,tding 1&Aug-23 Ig Aug-23 r Lai Limits of RDOgh Grading o A2020 Install Fit Dirt&Rough Grade 79-Aug-23 2&Aug-23 Install Fd Dnt$Rou9h Grade A1040Layout Pita 14Aug-23 15-Aug-23 • LaYDu4 Piers Al o45 Tie P.rantl A—Cages 14Aug-23 19-Aug-23 Tie R.rand w D and Cages A1050 PreCans[ructlon Dulling Mett,od Revi— 16-Aug-23 16-Aug-23 r PreCgnstruction Drili�9 Method Review At 041May&June Rain Days 16Au9-23 24Au9-23 o MaY 8 Juns Rain�DaYs ______________'______________ ____________•______________ _____________, Al o6o Drilling Rio Mobili— 21-Aug-23 22-Aug-23 • D61iing Rig Mobillzytion A1062 Test Pier Installation&Geotach Approval 23-Aug-23 2&Aug-23 ',Test Pier Installation&Gaotecll Approval A1070 Install New Piers 2&Aug-23 16-Sep-23 Instal New Piers A1080 PITT Testing L8 Sep-23 o5-0,,123 PITT T ting 1 A1072 Roup-- Rough I,Elecir cal Dndergraund Feed to Building 1&Sep-23 &Sep-23 beh In Ele t cal W,dergrau d Feed m Buitl,g At,74 Rough In Wa.r Linem Builig1&Sep-23 1&Sep-23 • Rogghln Wa.rLhpm BulTng A1076 Rough In Sanitary Sewer to Building 20-Sep-23 25-Sep-23 Rough In Sant. Sewer to Bui1¢'nng A1090 Installation of Piers Complete 9GOct-23 D60ct-23 r Instalatlon',of Piers Compl4m A1130 Set Column Cages 9GOct-23 OGOct-23 r Set Column Cages A111D Form Columns 97-00-23 2QOct-23 ,, � Far,,Columns A1112 Confirm Column Elevations 21-0c1-23 21-0ct-23 r Confirm Column Et— .4-1a Rut Columns 21-00-23 27--t-23 Pour Columns Site Fixtures .42[;30 Layout SHt,Fixtur¢c_ 24Jan-24 24Jan-24 r L3Yout slit,Flx[utt,s r___---_---__---_-______ A2040 Excavate Site Fizlures 25-Jan-24 31-Jan-24 �� � � �� � � �� Escavate Sit,Fixtures A2050 Reinforcement For Site FI#un d 01-Feb-24 0]-Feb-24 Relnfd—ir nt Far Site Flrtures A320Rough In far Exterior Light Fixtures 01-Feb-24 06Fab-24 ^ Rough In for Exterior LighC Fldures A3290 Build Light Pale FoundatlSns 07-Feb-24 12-Feb-24 Build Light PDI.FoundatiDns A2060 Inspect Si[e Fixtures Foundations Web-24 OS-Feb-24 r Inspect Site Fixtures Foundz[ions e 1 - A2070 Pour Sle Flz[urres FDundatlSns 0&Feb-24 0.4Feb-24 �, �, �, �, �, �, �, r Pour Sl Flzturres FSnI dations A3300 Install Light Poles 13-Feb-24 11Feb-24 Insfbll Light Polls A2080 Install Bench,Picnic Ta bks,Shade Canapes&Waste C 19-Feb-24 22-Feb-24 Iii Bench,Picnic Ta Iles,Shade Canapes&Waste Containers A2090 Install Wave CI'mbir9 Wall,Dolphins,and Sea Shells 1g.Feb-24 27-Feb-24 �',Install Wave CI';mbing WaII,Dolphins,and Sea Sheik r ® Shower&DSg Waar Fcu,ta'n A21oo Layout Shower 25Jan-24 25-Jan-24 r Layout Showed - StartDate: 10-Jul-z3 ActuaIWD,k MilAamalLe�eloferfort North Beach Restroom and Parking Facility FinishDate.10-Jan-2a — Remaiining ninsworl< estone�summary Data Date: 10-Jul-23 as alRemamingwor oLevelofEHo Exhibit G-Project Schedule Run Date: 22-May-23 Page 3 of ti initals A2110 Site Prep —Jan-24 "J" • Site Prep A2120 Plumbing Rough In IIJan-24 01-Feb-24 Pumbing Rough In A2130 Form Faundations 92-Feb-24 02-Feb-24 ',r Form Foundations A2140 Reinforce Foundations 03-Feb-24 ObFeb-24 • RainforceFoundations A2150 Inspect Foutdations 9GFeb-24 08-Feb-24 --- -- ------ --- ------ -- r Inspect Foundat ons A2160 Pour Foundations 97-Feb-24 07-Feb-24 r Pour Fo4ndations A2170 Install Burnished CMU&PreCast Gap 08-1`eb-24 12-Feb-24 Install Burnlshed CMU;&Precast cap', A21g0 Paint CMU t3-Feb-24 14-Feb-24 • PelntcMU 91E— _,___ Ir gator&Landspap tg r A2200 Layout lrrgation&Landscaping 92-Mar-24 02-Mar-24 �, �, �, �, �, Laycut lrrgapon&Landscapjng A2210 Excavate for imyation g4-Mar-24 )4Mar-24 Escavale:for imyation A2220 Install Sleeves&Piping 11-Mar-24 13-Mar-24 • b,ta11$to-s&Piping A2230 Inspect&Test Pip, 14-Mar-24 14-Mar-24 r Inspeart&Tes[Pipng A2234 Install Landscaping 15-Mar-24 21-Mar-24 Install Landscaping A2240 Irrigation&Lai Complete 21Mar-24 22-Mar-24 ---------- -------- ------ - ----- -------- J'-____------ ------ ---------i--Ir Ygaton&Lands¢Png Gompleta A Resilient PUygrouhd Surfachrg A3230 Layout Playground Surf—, 28-1`eb-24 23Feb-24 Layout PUygrpund Surfacing A3240 Rough Grade 91-Mar-24 06-Mar-24 Rouyh Grade A3250 Fine Grade 07-Mar-24 12-Mar-24 Fine Grade 43 � . 250 IH-11l Res lest SurFaa'ng ar- 13-M24 23-Mar-24 In 5ta•R,-alent�yrfacn g .Ae250 Layout=latwark 24-Jan-24 23J-24 Layout Flatwohk A2260 Excavate&Fire Grade 33Jan-24 31-Jan-24 Excavate&�,ine Grade A2252 Rough In Wator I--(Flatwor-i 33Jan-24 03-Feb-24 Rough In V`�ater Lne(Flatvjo dc) A2253 Rough h,Under Grou rd Electrical(FUtwork) 3O,lan-24 03-Feb-24 Rough In U: rder Ground Elactrieal(Flat wodc) A 2TO Edge Form&Form 01-1`eb-24 12-Feb-24 Edge L.-&F.- A2280 Moisture Barrier&Reinforcement 13-Feb-24 16-Feb-24 • Moisture Barrier&RElnforcement A2251 Pour&instal Dura Trench t4-Feb-24 21-Feb-24 POur&instal Dura Trench A2290 Inspect 17-1`eb-24 17-Feb-24 r In ir- A2300 Pour Flatwork Sidewalk,Curb&Gutter,Inter raL Civill I3Feb-24 21-Feb-24 • P6ur Flatwork Sdewalk.Curb&Gu[[er Intergral,' ( g (i' Civil) Grass Paver3 A'3470 Sub-Grade Prep 22-Feb-24 23-Feb-24 • dub-Grade Prep, A3480 Grass Paver Material&Concrete Sard 24-Feb-24 27-Feb-24 Grass Paver Material&Concrete Sand A3490 Top Soll&Grass Install 2-1`eb-24 01-Mar-24 Top Sall&Grass Install Restroom Facility 23Oct-23 15-Apr-24 Restroom Facility ', - - Elevated concrete Structure A1120 Install Shohng for Elevated Concrete 28-Oct-23 04-Nov-23 W Instal shoring for Elevated Concrete A1130 Sel Edge For— 06-11ov-23 08-11ov-23 • Set Edge:Fornrs Al140 Set Formwork for Boo— 09-11ov-23 15-11ov-23 Set Fprmwork for Beanxs A1150 PUcn Beam Re rforcement 16-11ov-23 27-11ov-23 6ea Al 141 August Rain Bays 16-11ov-23 20-Nov-23 o August Rain Days A1160 Pl—Slob Reinforcement 26-11ov-23 06 Dec-23 Puce Slab'Reinforcement A1162 Layout al MEP Openings A1162 07-Deo-23 r Layout A MEP Openings A1164 Confirm all MEP Openings 06-Dec-23 08-Dec-23 r Confirm ail MEP Openingp A1170 Clean al Beams.,,d Slab 09-Deo-23 11-Deo-23 • Clean al Beams-d Slab A1130 Slid, ection 12-Dec-23 12-Dec-23 r Slab inspection A1190 Pour Elevated Concrete Deck 13-Dec-23 13-Dec-23 r Pour EI'evated Concrets Deck Flan Date: 10-J —Actuairing ♦ ♦Milestone Aamal Level of erfort North Beach Restroom and Parking Facility inish FDale.Io-J-24 — Remainins work summary Data Date: 10-Jul-23 C,BARemainingevork o LevelofErfort Exhibit G-Project Schedule Run Date: 21May-23 Page 4 of 5 initals A1200 Cure Concrete 14-Dec-23 21-Dec-23 © Gure Concrete A1101 September Rain Days 14-Dec-23 21-Dec-23 o September Rain D,,- A121)2 Wreck Forms I 22-Dec-23 213-Dec-23 m Wreck Farms Al A4 Elevated Concrete structure Complete 27-Dec-23 27-Dec-23 r Elevated Concrete structure Cpmplete BuiBing Envelope Exterior Walls 28-Dec-23 OS-Feb-24 EMarl.,walls A121D Layout Wal,P: H,Walls 28-Dec-23 28-Dec-23 r'.Layout Wal.Ntarior Wals A122D Install North CMU Elevation to Grade with Re nforcemert 29-Dec-23 04-Jan-24 ; ; InsbllNortljCMU Elevaton to Graie withR ,for�emeri; A1230 Install West CMU Elevation to Grade with Reinforcement 05Jer-24 10-Jan-24 InstalDN'est CMU Eleva'tlon to Grade with Reinforcement A1240 Install South CMU Elevation to Grade with Reinforcemer 11Jan-24 15-Jan-24 Instal South CMU Elevation to Gradr:with Reinforcenien[ A1250 Install East CMU EMalion to Grade with Reinforcement 17-Jan-24 22-Jan-24 In5ta1 EastCMU tIvation to Grad-wiHi ReinforcGmenl A126D Layout Interior Walk 23-Jan-24 23-Jan-24 r L9yout Interior Walk A1270 Insta111st Course CMU ofl-r-Wals 24-Jan-24 26-Jan-24 A1280 Layout al MEP Cpenings 27-Jan-24 27-Jan-24 r Layoutall MER,Openings A1271 October Rain Days 27Jan-24 31Jen-24 October Rain Days A1290 Confirm all MEP Ope,inge 29Jan-24 2t)-Jar-24 r;,Confirm all MEPOpenings A1300 Rough in Plumbing 3oJan-24 03-Feb-24 Rough in Plumbing A1310 Install Last Course GMU of Interior Wals 05-Feb-24 07-Feb-24 � Install Last Gourae CMU pf Inter or Wals, A1320 CMU Top Out 0&Feb-24 08-Feb-24 r CMU Toy,Out Roof 09-Feb-24 04-Apr-24 Rcaf A1330 Layout and Dir- icning 09-Feb-24 O9-Feb-24 r Layout 2nd Di Vi A1340 Set Fal Proteotion f UFeirl 10-Feb-24 r Set FalProteotlon A1350 Install LVL Ridge Beams 12-Feb-24 14Feb-24 Instal LVL Ridge Bearhs A1360 Install Valley&Hip Rafters 15-Feb-24 17-Feb-24 Instill Valey&Hip Ijafters A1370 Install Joists 1&Feb-24 22-Feb-24 InstallJokls A1380 Install Fascia 2-Feb-24 26-Feb-24 ;Instal Fasoia A1390 Install 131ockin9 27-1`eb-24 01-Mar-24 Install 131-klrg A1400 Install Ou0ookers 02-Mar-24 05-Mar-24 ; ; � ; � � ; � � Ins[alOWdokers A1410 Insta11 Sig Roof Sheathing i&Mar-24 15-Mar-24 M-11;iii Roof Sheatlling A1420 Install Simpson Ties 16-Mar-24 19-Mar-24 Ins1611 Simpson Tl A1430 Install Edge Metals 20-Mar-24 22-Mer-24 het.1 Edge Metal A1440 Install Underlayment 23-Mar-24 25-Mar-24 Ihstall Underkyrr5rd A1450 Install Instal Slip Sheet 2GMar-24 27-Mar-24 • Install Instal slip Sheet A1460 Install Metal Roof Panels 2&Mar-24 01-Apr-24 Instal Metaloof Panels A1470 Roof Framing Inspection 02-Apr-24 02-Apr-24 Roof Framinbo Inspection A1480 Metal Roof Inspection 03-Apr-24 03-Apr-24 r Metal Roof Iftspection A14PO Building Dried In 04-Apr-24 04-Apr-24 BuiHing Dried In Break Away Walls 17-Jan-24 23-Jan-24 ! ! ! ! ! ! ! Break Awaywals !, A1500 Layeul Breakaway Screen 17Jan-24 17Jan-24 r Layout Breakaway Screen A1510 Install Breakaway Screen West Elevation 18Jan-24 18-Jan-24 r Instpll Breakaway Screen West EleYa[ion A1520 Install Breakaway Screen North Elevation I9Jan-24 13Jan-24 Inst2l Breakaway Screen North Elevation -___ A1530 Install Breakaway Screen Eas[Elevation 20,1an-24 20,1an-24 Inspall Breakaway screen East Eleyatlon A1540 Install Breakaway Screen South Elevation 22-Jan-24 22-Jan-24 r Ir9r.1 Breakaway)Screen South Elevation A1550 Install Gates 23-Jan-24 23-Jan-24 r Install Gates Exterior Ramps&Stairs 24-Jan-24 05-Mar-24 Ex-i Ran ps&Stairs A1620 Set Beams 24Jan-24 30-Jan-24 Set Be— S.1 rt Date: 10-Jul-23 Nork ♦ ♦Milestone Actual Level of Effort North Beach Restroom and Parking Facility Fioate.10-J10-J-24J2a —� RemaiR—irninswork -seminary Data Date: 10-Jn1-23 C,Nb lRemaming Work o LevelcfEfforl Exhibit G-Project Schedule Run Date: 22-May-23 Page 5 of 6 ini V Finish 2D23 2DI4 mit.— A1710 Set stringers 24-Jan-24 30-Ja1— Set stringers, A1630 Set Joists 31-Jan-24 i O6-Feb-24 SOJolsts' A1720 Set Threads 31-Jan-24 OGFeb-24 Set Threads A1730 I—ll Decking 31Jan-24 20-Feb-24 InyW1 Decking A1740 Install Guard Rails 11-Feb-24 17-Feb-24 Install Guard Faib A1750 Install Handrails —Feb-24 O5-Ma124 Instal Handrails 2nd Level A3310 Rough In Elecdcal 09-Feb-24 11Feb-24 Reudh In Electrics) A3312 RDugh In Mechanical O9-Feb-24 16-Fnb-24 Rough In Mechanical A1880 Install SON Panels OSMar-24 12-Mar-24 Instal SorfR Panels A1760 Install Clear W'tti,i Dfer_r—, 05-Apr-24 06-Apr-24 ---- -- ---- -- ----- - ---------- • Install Cled Nak rprODfe r',14eru A18]0 Paint Interior 05-Apr-24 06-Apr-24 Paint 111-6, A3320 Install Electrical Panel 05-Ari 08-Apr-24 Install Ei ical Panel A1]]0 Set Men's Plumbing Futures OS-Apr-24 09-Apr-24 • Set IMOI's Plumbing FIxl4res A1780 Set Women's Plumbing Fixtures OS-Apr-24 09-Apr-24 • Se[Women's Plumbing Figures A1820 Install Door&Hardware 08-Apr-24 10-Apr-24 ', ', ', ', T ', ', ', ', ', • Install Dpor&Hardware, A1850 Install Window Frame 08-Apr-24 10-Apr-24 • Install Windwi Fr-dmn M330 Building Energized 00-Apr-24 09-Apr-24 r Bulking�ne Vg d A1790 Install Toil.Perlr-i 10-Apr-24 11-Apr-24 • Install Tl.Par M.", Al8O) Install Window ' G1.211911-pr"24 tz-APr 24 A890 Trm OuMdranl -A -24 11-AO-24 _____••__TrmaGllIMndowhccG-laziI A270 Iall Lgh[Fx11-AO-24 12-Apr-24 g A180 Iall To1.Acse12APr24 12 Apr24 kstellT gAesorn 9_s _ ' A1840 Install Floor Sealer 13-Apr-24 15-Apr-24 Install Floor Sealer Parking Lot 2&Aug-23 27-Sep-23 Parking Lot A2310 Layout Parking Lor 29-Aug-23 29-Aug-23Layout Parking _Lot A2312 Rough In Underground EI-n-I ParkinD Parking Lot 3Aug-23 01-Sep-23 r6 Rough In Underground Electiical Parking Lot A2311 Rough In Underground Weter Line Parking Lot 30-Aug-23 05-Sep-23 Q Rough In llnderground Water L'ne Perldn�Lot A2320 Lime Treat Subgratle 01Sep-23 OGSep-23 �,o Lime Trea�Subgrade A2330 Compac[Subgrade 07-Sep-23 0&Sep-23 o Comp.OSubgrade m-Install Sub tl o Lift A2340 Install Subgratle 5"Lift9&Sep-23 12-Sep-23 gra e 5' A2350 Density Test IISep-23 13-Sep-23 r Density Tes[ A2350 Install Final Subgratle 6'Lift 14-Sep-23 16-Sep-23 o Instal Final RubgratlE 5'Lltr A2370 Density Test 18-Sep-23 18-Sep-23 o Dengity Test A2380 Install Flenbk Base-8'Lift 1&Sep-23 21-Sep-23 o Indtall FkAW Base-6.L'Rt A2390 Dim—ly Test 22-Sep-23 22-Sep-23 r Danshy Tes[ A2400 Ins�ll Asphal �3-Sep-23 27-Sep-23 0'Install Asphal Closeout 10-Apr-24 10Jun-24 Glaseorn A2410 Tests COmmissloning 10-Apr-24 11-Apr-24 • Test&COmmisslaning A2430 Cihj Ruiking Final Inspection 13-Apr-24 13-Apr-24 r Cihj eliding Final lnspgctbn A2440 Beneficial Occupancy 15-Apr-24 15-Apr-24 r Benefc al Occupa rcJ A2420 Prolacl Float-10% 16-Apr-24 14-May-24 Prolecl Float-10% A2450 Substantial Completion 15-May24 15-May24 r Substgntial Completi- A2460 O&M Gkseout DDeumnnts 16-May24 28-May24 ',O&M CID— AD.—A2470 Punch List 29-May24 08-Jun-24 Punch List A2480 Prolnat Gonrpkle 10-Jun-24 10-Jun-24 ---' -' ----', r Prol"cl Gompinl Flan Date: 10-J-2 ��Actual work ♦ ♦M n—iie Anmal Leel Dt ertOrt North Beach Restroom and Parking Facility FinishDate.10-Jun-2a — Remaininswork �summary Data Dete: lo-dm-23 CrabalRemaming Work o Leve10EHo1 Exhibit G-Project Schedule Run Date: 22-May-23 Page 6 of 6 initals AB 7 ALTERNATES '0 'o it .r, 4� jj Providing the Absolute Best w r. SpavvGlass Construction re Recap Report Corpus Christi North Beach Surfside - 90% CD - ALT 01 - New Driveways ALT - 01 Estimate Date: 11-11-2022 Documents Date: 10-19-2022 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM COST COST I SF % OF TOTAL Direct Costs I 252,216 3.71 91.04 Div. 01 - General Requirements 4,600 0.07 1.66 Div. 02 - Existing Conditions 13,250 0.19 4.78 Div. 31 - Earthwork 234,366 3.45 84.60 Corpus Christi North Beach Surfside - 90% CD -ALT 01 - New Driveways Estimate Date: 11-11-2022 ALT- 01 Page 1 of 2 Documents Date: 10-19-2022 ITEM COST COST I SF °/a OF TOTAL Indirect I Builder's Risk Insurance 1,524 0.02 0.55 General Liability Insurance 2,704 0.04 0.98 Payment and Performance Bonds 6,041 0.09 2.18 Warranty 693 0.01 0.25 Overhead and Profit 13,851 0.20 5.00 Total Cost $ 277,028 $ 4.07 100.000/0 Corpus Christi North Beach Surfside - 90% CD -ALT 01 - New Driveways Estimate Date: 11-11-2022 ALT- 01 Page 2 of 2 Documents Date: 10-19-2022 Detail Report (Direct Costs Only) Corpus Christi North Beach Surfside - 90% CD - ALT 01 - New Driveways ALT - 01 Estimate Date: 11-11-2022 Documents Date: 10-19-2022 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM QUANTITY I UM UNIT COST TOTAL COST DAllam Design Fee 1.0 LS 4,600.00 4,600 Div. Demo of Existing Driveways 1.0 LS 13,250.00 13,250 Div. 31 - Earthwork 234,366 Earthwork - Clear & Grub, Rough & Fine Grading and Cement Stabilize Base, HMAC 1.0 LS 203,226.00 203,226 Heavy Duty Pavement - Base 6" to 10" 1.0 LS 31,140.00 31,140 Total - Direct Costs $ 252,216 Corpus Christi North Beach Surfside - 90% CD -ALT 01 - New Driveways Estimate Date: 11-11-2022 ALT- 01 Page 1 of 1 Documents Date: 10-19-2022 Detail Report (Direct Costs Only) Corpus Christi North Beach Surfside - 90% CD - ALT 02 - Beachwalk ALT - 02 Estimate Date: 11-11-2022 Documents Date: 10-19-2022 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM QUANTITY I UM UNIT COST TOTAL COST D " AM Hydroexvacation 1.0 LS 5,000.00 5,000 Div. 12,500 Light Pole Bases 5.0 Each 2,500.00 121500 Div. 26 - Electrical Electrical - New Light Poles along the Board Walk 1.0 LS 40,268.00 40,268 Total - Direct Costs $ 57,768 Corpus Christi North Beach Surfside - 90% CD -ALT 02 - Beachwalk Estimate Date: 11-11-2022 ALT- 02 Page 1 of 1 Documents Date: 10-19-2022 Recap Report Corpus Christi North Beach Surfside - 90% CD - ALT 02 - Beachwalk ALT - 02 Estimate Date: 11-11-2022 Documents Date: 10-19-2022 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM COST COST I SF % OF TOTAL Direct Costs I 57,768 I 0.85 90.72 Div. 01 - General Requirements 5,000 0.07 7.85 Div. 03 - Concrete 12,500 0.18 19.63 Div. 26 - Electrical 40,268 0.59 63.24 Corpus Christi North Beach Surfside - 90% CD -ALT 02 - Beachwalk Estimate Date: 11-11-2022 ALT- 02 Page 1 of 2 Documents Date: 10-19-2022 ITEM COST COST I SF °/a OF TOTAL Indirect I 0.09 Builder's Risk Insurance 350 0.01 0.55 General Liability Insurance 621 0.01 0.98 Payment and Performance Bonds 1,592 0.02 2.50 Warranty 159 0.00 0.25 Overhead and Profit 3,184 0.05 5.00 Total Cost $ 63,675 $ 0.94 100.000/0 Corpus Christi North Beach Surfside - 90% CD -ALT 02 - Beachwalk Estimate Date: 11-11-2022 ALT- 02 Page 2 of 2 Documents Date: 10-19-2022 Recap Report Corpus Christi North Beach Surfside - 90% ALT 03 - PIP MIG ALT - 03 Estimate Date: 11-11-2022 Documents Date: 10-19-2022 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM COST COST I SF % OF TOTAL Direct Costs I 73,680 I 1.08 ` 90.72 Div. 03 - Concrete 6,000 0.09 7.39 Div. 11 - Equipment 67,680 1.00 83.34 Corpus Christi North Beach Surfside - 90%ALT 03 - PIP MIG Estimate Date: 11-11-2022 ALT- 03 Page 1 of 2 Documents Date: 10-19-2022 ITEM COST COST I SF °/a OF TOTAL Indirect I Builder's Risk Insurance 447 0.01 0.55 General Liability Insurance 793 0.01 0.98 Payment and Performance Bonds 2,030 0.03 2.50 Warranty 203 0.00 0.25 Overhead and Profit 4,061 0.06 5.00 Total Cost $ 81,213 $ 1.19 100.000/0 Corpus Christi North Beach Surfside - 90%ALT 03 - PIP MIG Estimate Date: 11-11-2022 ALT- 03 Page 2 of 2 Documents Date: 10-19-2022 Detail Report (Direct Costs Only) Corpus Christi North Beach Surfside - 90% ALT 03 - PIP MIG ALT - 03 Estimate Date: 11-11-2022 Documents Date: 10-19-2022 Project Size (SF): 68,000 Project #: 3021269 Project Location: Corpus Christi, TX Lead Estimator: Samuel Saldana ITEM QUANTITY I UM UNIT COST TOTAL COST Div. Playground Equipment - Additional MIG PIP 1.0 LS 6,000.00 6,000 Coverage Footings 77 Div. . :0 Playground Equipment - Additional MIG PIP 1.0 LS 65,000.00 65,000 Coverage Creatures (Pellicans) Playground Equipment - Additional MIG PIP 1.0 LS 2,680.00 2,680 Coverage Creatures Install Total - Direct Costs $ 73,680 Corpus Christi North Beach Surfside - 9001b ALT 03 - PIP MIG Estimate Date: 11-11-2022 ALT- 03 Page 1 of 1 Documents Date: 10-19-2022 TAB 8 L LIST OF DRAWINGS SPECIFICATIONS w l i i i t `. Providing the Absolute Best ry+ Construction Experience EXHIBIT E: North Beach Restrooms&Surfside Parking Facilities Specification Section Specification Title 90%Construction Document 90%CDs Geotech Structrual Redesign Divison 00 00 00 10 COVER SHEET 1/31/2023 000107 SEALS PAGE 1/31/2023 000100 TABLE OF CONTENTS 1/31/2023 Division 00 PROCUREMENT AND CONTRACTING REQUIREMENTS OO 52 25 Task Order Agreement 1/31/2023 00 73 00 Supplementary Conditions 1/31/2023 1/31/2023 Division 01 GENERAL REQUIREMENTS 011100 Summary of Work 1/31/2023 012310 Alternates and Allowances 1/31/2023 01 26 00 Modification Procedures 1/31/2023 01 29 01 Measurement and Basis for Payment 1/31/2023 01 33 00 Submittals 1/31/2023 01 33 01 Submittal Register 1/31/2023 01 35 00 Special Procedures 1/31/2023 014000 Quality Assurance 1/31/2023 01 41 00 Testing Laboratroy Services 1/31/2023 0145 00 Windstorm Construction Requirements 1/31/2023 015000 Temporary Facilities and Controls 1/31/2023 01 57 00 Temporary Controls 1/31/2023 01 60 00 Materials and Equipment 1/31/2023 01 63 01 Substitutions 1/31/2023 01 70 00 Contract Closeout 1/31/2023 018930 Technical Special Provisions 1/31/2023 1/31/2023 Part S Standard Specifications 1/31/2023 Part T Technical Snecifications 1/31/2023 DIVISION 02 DEMOLITION 02 37 60 Concrete Footings 1/31/2023 024100 Demolition and Removal of Existing Structures,Concrete,Foundation,and Utilties 1/31/2023 DIVISION 03 CONCRETE 03 1000 Concrete Formwork(Civil) 1/31/2023 03 1001 Concrete Formwork(Structural) 1/31/2023 03 20 00 Concrete Reinforcement(Civil) 1/31/2023 03 2001 Concrete Reinforcement(Structural) 1/31/2023 03 30 00 Cast-in-in Place Concrete 1/31/2023 03 30 02 Normal Weight Aggregate Concrete 1/31/2023 033100 Epoxy Related Work 1/31/2023 03 35 00 Concrete Floor Finishing 1/31/2023 03 45 00 Precast Architectural Concrete 1/31/2023 03 33 00 Architectural Concrete 1/31/2023 DIVISION 04 MASONRY 04 22 23.13 Burnished Concrete Masonry Units 1/31/2023 04 23 00 Reinforced United Masonry 1/31/2023 DIVISION 05 METALS 1/31/2023 OS 50 00 Metal Fabrications 1/31/2023 05 70 00 Decorative Metal 1/31/2023 DIVISION 06 WOOD,PLASTICS,AND COMPOSITES 06 10 00 Rough Carpentry 1/31/2023 06 73 00 Composite Decking&Railing System 1/31/2023 DIVISION 07 THERMAL AND MOISTURE PROTECTION 07 14 16 Floor&Wall Masonry Waterproofing 1/31/2023 07 41 13 Metal Roof Panels 1/31/2023 07 46 46 Fiber Cement Board 1/31/2023 07 92 00 Joint Sealants 1/31/2023 DIVISION 08 DOORS&HARDWARE 081743 Pultruded Fiberglass Doors 1/31/2023 DIVISION 09 PAINTING DIVISION 10 SPECIALITIES 10 14 00 Signage 1/31/2023 10 21 13 Toilet Compartments 1 1/31/2023 10 28 00 Toilet and Bath Accessories 1/31/2023 DIVISION 12 FURNISHINGS 12 93 00 Site Furnishes 1/31/2023 DIVISION 13 1/31/2023 133100 Pre-Engineered Fabric Shade Structure 1/31/2023 DIVISION 22 PLUMBING 22 05 00 Basic Materials and Methods 1/31/2023 220800 Outside Utility Trench Excavation,Backfill,&Compaction 1/31/2023 22 14 00 Supports and Anchors 1/31/2023 22 19 00 System Identification and Pipe Marking 1/31/2023 22 26 00 Piping Insulation 1/31/2023 224100 Plumbing Piping&Valves 1/31/2023 22 43 00 Plumbing Specialities 1/31/2023 DIVISION 23 HVAC 23 44 00 Plumbing Fixtures 1/31/2023 23 45 00 Plumbing Equipment 1/31/2023 23 05 00 Basic Materials and Methods 1/31/2023 23 14 00 Supports and Anchors 1/31/2023 23 17 00 Motors and Motor Controllers 1/31/2023 23 19 00 System identification and Pipe Marking 1/31/2023 23 29 00 Duct Insulation 1/31/2023 23 89 00 Metal Ductwork 1/31/2023 239100 Ductwork Accessories 1/31/2023 23 99 00 Testing,Adjusting and Balancing 1/31/2023 DIVISION 26 ELECTRICAL 260100 Electrical General Provisions 1/31/2023 26 06 00 Grounding 1/31/2023 26 07 50 Electrical Identification 1/31/2023 26 12 30 Wire and Cable 1/31/2023 26 13 60 Raceways 1/31/2023 26 14 00 Wiring Devices 1/31/2023 26 24 16 Panelboards 1/31/2023 26 43 13 Surge Protection Devices 1/31/2023 26 44 10 Disconnect Switches 1/31/2023 26 51 00 Luminaires 1/31/2023 DIVISION 31 EARTHWORK 31 10 00 Clearing,Grubbing,and Stripping 1/31/2023 3122 13 Site Grading 1/31/2023 31 23 16.10 Street Excavation and Backfill 1/31/2023 3123 16.13 Pipe Trench Excavation and Backfill 1/31/2023 31 23 13.19 Soil Stabilization 1/31/2023 31 34 19.13 Geogrid Reinforcemnet 1/31/2023 31 63 16 Auger Cast Piles 3/13/2023 DIVISION 32 EXTERIOR IMPROVEMENTS 1/31/2023 32 1126.13 Hot-Mix Hat-Laid Asphalt Concrete Pavement 1/31/2023 32 12 13.19 Prime Coat 1/31/2023 32 1233 Flexible Base(Limestone TyA GR1-2) 1/31/2023 32 16 13.13 Concrete Curb,Gutter,and Concrete Valley Gutter 1/31/2023 32 16 13.20 Concrete Curb Block 1/31/2023 32 1723 Pavement Marking 1/31/2023 32 42 16.13 Installation of Reinforced Concrete Pipe 1/31/2023 32 84 23 Underground Sprinklers 1/31/2023 32 90 01 Common Planting Requirements 1/31/2023 32 91 13 Sail Preperation 1/31/2023 32 92 23 Sodding 1/31/2023 32 93 00 Plants 1/31/2023 DIVISION 33 UTILITIES 33 42 16.13 Installation of Reinforced Concrete Pipe 1/31/2023 33 05 05.10 Installation of Water Pipe 1/31/2023 33 05 05.31 Hydrostatic Testing of Presure System 1/31/2023 33 05 19 Ductile Iron Pipe and Fittings 1/31/2023 330S31.16 Polyvinyl Chloride Pipe&Fittings(Water Lines) 1/31/2023 33 14 18 Water Service Material 1/31/2023 33 14 19 Gate Valves for Potable Water Lines 1/31/2023 33 14 19.13 Fire Hydrants 1/31/2023 33 31 11 Plyvinyl Chloride Pipe&Fittings for Sewer Lines 1/31/2023 33 31 11.18 Installation of PVC Sewer Pipe 1/31/2023 33 42 31 Concrete melts 1/31/2023 33 49 13 Storm Sewer Manhole 1/31/2023 Drawing# Sheet Name 90%CM Issue Date 90%CDs Addendum 1 Geotech Structrual Redesign GENERAL 6100 COVER SHEET 1/31/2023 G101 SHEET INDEX/CODE EVALUATION 1/31/2023 6102 ACCESSIBLE PLAN I-SITE 1/31/2023 6103 ACCESSIBLE PLAN I-SITE 1/31/2023 G104 ACCESSIBLE DETAILS 1/31/2023 G10S ARCHITECTURAL-SCHEMATIC RENDERINGS 1/31/2023 CIVIL 0100 EXISTING CONDITIONS DEMOLITION PLAN 1/31/2023 2/7/2023 C200 GRADING PLAN 1/31/2023 2/7/2023 C300 JOINING PLAN-ONLY 90%-NOW CSOO PER ADDENDUM#01 1/31/2023 2/7/2023 C300 SOUTHSIDE RLVD ADDIITIVE ALTERMATIVE NO.1-ADDENDUM#OS 2/7/2023 C400 UNDERGROUND UTILITY LAYOUT-90%-NOW ADDENDUM#01 1/31/2023 2/7/2023 C400 SOUTHSIDE BLVD ADDIITIVE ALTERNATIVE NO.1-ADDENDUM#Ol 2/7/2023 C500 PAVING AND STORM DETAILS-NOW C700 PER ADDENDUM#01 1/31/2023 2/7/2023 C500 JOINING PLAN-ADDENDUM 1 2/7/2023 C600 ADA DETAILS-NOW SHEET C800 1/31/2023 C600 UNDERGROUND UTILITY LAYOUT-ADDENDUM#01 2/7/2023 C700 CITY OF CORPUS CHRISTI STORM WATER STANDARD DETAILS 1/31/2023 C700 PAVING AND STORM DETAILS PER ADDENDUM#01 2/7/2023 C800 ADDENDUM A ADA DETAILS 1/31/2023 2/7/2023 C801 CITY OF CORPUS CHRISTI STORM WATER STANDARD DETAILS S OF 3 1/31/2023 C802 CITY OF CORPUS CHRISTI STORM WATER STANDARD DETAILS 2 OF 3 C803 CITY OF CORPUS CHRISTI STORM WATFR STANDARD DETAILS 3 OF 3 C804 CITY OF CORPUS CHRISTI WATER STANDARD DETAILS S OF C805 CITY OF CORPUS CHRISTI WATER STANDARD DETAILS 2 OF 4 0806 CITY OF CORPUS CHRISTI WATER STANDARD DETAILS 3 OF 4 0807 CITY OF CORPUS CHRISTI WATER STANDARD ETAILS 4 OF 4 C808 CITY OF CORPUS CHRISTI WATER STANDARD DETAILS WATER DISTRIBUTION SYSTEM ENERAL NOTES& 1/31/2023 BACKFILL&EMBEDMENT DETAILS 1 OF 4 C809 CITY 0 CORPUS CHRISTI WATER STANDARD DETAILS FIRE HYDRANT.VALVE BOX AND LID 2 OF 4 1/31/2023 C810 CITY OF CORPUS CHRISTI WATER STANDARD DETAILS ADJUSTMENTS,CASING DETAILS,RISER DETAILS& 1/31/2023 TVP.VALVE LAYOUT 3 OF 4 C811 CITY OF CORPUS CHRISTI WATER STANDARD DETAILS MAIN TO SERVICE DETAILS AND OTHERS 4 OF 4 1/31/2023 STRUCTURAL 5101 FIRST LEVEL PLAN 1/31/2023 2/7/2023 3/13/2023 5102 SECOND LEVEL PLAN 1/31/2023 2/7/2023 5103 ROOF FRAMING PLAN 1/31/2023 2/7/2023 5201 FOUNDATION DETAILS 1/31/2023 2/7/2023 5301 FRAMING DETAILS 1/31/2023 2/7/2023 5302 FRAMING DETAILS 1/31/2023 2/7/2023 5303 FRAMING DETAILS 1/31/2023 2/7/2023 5401 GENERAL NOTES 1/31/2023 2/7/2023 3/13/2023 5402 GENERAL NOTES&DETAIL 1/31/2023 2/7/2023 3/13/2023 LANDSCAPE L100 LANDSCAPE PLAN 1/31/2023 2/7/2023 L101 LANDSCAPE NOTES&DETAILS 1/31/2023 2/7/2023 L102 IRRIGATION PLAN 1/31/2023 2/7/2023 L103 IRRIGATION NOTES&DETAILS 1/31/2023 2/7/2023 DEMOLITION D100 ARCHITECTURAL-DEMOLITION SITE 1/31/2023 ARCHITECTURAL A100 ARCHITECTURAL-SCHEMATIC SITE PLAN 1/31/2023 A101 ARCHITECTURAL-ENLARGED SITES 1/31/2023 A200 ARCHITECTURAL-PICNIC CANOPIES 1/31/2023 A201 ARCHITECTURAL-DIMENSIONED PLANS 1/31/2023 A202 ARCHITECTURAL-NOTED-FIRST LEVEL 1/31/2023 A203 ARCHITECTURAL-NOTED 11-SECOND LEVEL 1/31/2023 A204 ARCHITECTURAL-NOTED III&WALL TYPES 1/31/2023 A205 ARCHITECTURAL-FINISH PLANS 1/31/2023 A300 ARCHITECTURAL-ROOF PLAN DETAILS 1/31/2023 A301 ARCHITECTURAL-RCPS 1/31/2023 A400 ARCHITECTURAL-EXTERIOR ELEVATIONS 1/31/2023 A401 ARCHITECTURAL-EXERIOR ELEVATIONS 1/31/2023 A500 ARCHITECTURAL-SCHEMATIC SECTIONS 1 1/31/2023 A501 ARCHITECTURAL-SCHEMATIC SECTIONS II 1/31/2023 A600 ARCHITECTURAL-SCHEDULES 1 1/31/2023 2/7/2023 A601 ARCHITECTURAL-SCHEDULES II 1/31/2023 A602 ARCHITECTURAL-FENESTRATION DETAILS 1/31/2023 ASOO ARCHITECTURAL-INTERIOR ELEVATIONS 1/31/2023 MECHANICAL M101 MECHANICAL FLOOR PLAN 1/31/2023 2/72/2023 M200 MECHANICAL SCHEDULES 1/31/2023 2/72/2023 ELECTRICAL E001 ELECTRICAL ABBREVIATIONS 1/31/2023 2/7/2023 E002 ELECTRICAL SYMBOLS 1/31/2023 2/7/2023 E100 ELECTRICAL SITE PLAN 1/31/2023 2/7/2023 E200 ELECTRICAL PLAN-FIRST LEVEL 1/31/2023 2/7/2023 E201 ELECTRICAL PLAN-SECOND LEVEL 1/31/2023 2/7/2023 E202 ELECTRICAL ELEVATIONS-FIRST LEVEL 1/31/2023 2/7/2023 E300 PANELS,SCHEDULES,&ONE-LINE 1/31/2023 2/7/2023 E400 ELECTRICAL DETAILS 1/31/2023 2/7/2023 E500 SITE PHOTOMETRY 1/31/2023 2/7/2023 ED100 ELECTRICAL DEMOLITION SITE PLAN 1/31/2023 2/7/2023 PLUMBING P00l PLUMBING LEGEND 1/31/2023 2/7/2023 P100 PLUMBING SITE PLAN 1/31/2023 2/7/2023 P101 PLUMBING PLAN FIRST LEVEL 1/31/2023 2/7/2023 P102 PLUMBING DWV PLAN SECOND LEVEL 1/31/2023 2/7/2023 P103 PLUMBING WATER PLAN SECOND LEVEL 1/31/2023 2/7/2023 P201 PLUMBING SCHEDULES 1/31/2023 2/7/2023 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N SpawGlass 2209 N Padre Island Drive, Unit Y Corpus Christi TX 78408 p r'_sti 361-356-1927 :_" 4 - SpawGlass.com AM N E � = I PROJECT LOCATION nmrumw q e, e' I-35 SpR CORPUS CHRISTI BAY S 4°s 181 LOCATION MAP s NOT TO SCALE �v J r a `v 4 PROJECT LOCATION piit qR� _ W a SURFSIDE BLVD O „ 9<Fq�F J STF� T a ' w h B ��a w, T AERIAL MAP NOT TO SCALE PROJECT NUMBER: 21082 SURFSIDE PARK NORTH BEACH CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS RESTROOM & PARKING FACILITY DEPARTMENT OF ENGINEERING SERVICES I, '� Capital Improvement Plan 2023 thru 2025 City of Corpus Christi, Texas Project# 21082 Project Name North Beach Restroom and Parking Facilities - 6Yh "r Type Improvement/Additions Department Parks and Recreation .'gym 4 v,w-i.,yr Useful Life 25 years Contact Parks Director ., Category Park Improvements Priority 2 Critical-Asset ConditionVongevity '�� 44, Status Active Description This project will replace the existing restroom and parking lot which has reached its expected life and will add a new restroom facility for beach goers and other amenities to help patrons enjoy the seaside experience. Justification The existing bathrooms and parking lot at Surfside Park in North Beach have reached their useful life expectancy and require major renovation.The facility is located in a FEMA velocity flood zone and the existing parking lot and restroom are subject to frequent flooding. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 4,250,000 4,250,000 Design 255,000 255,000 Eng,Admin Reimbursements 25,000 470,000 495,000 Total 280,000 4,720,000 5,000,000 Funding Sources Prior Years 2023 2024 2025 Total G.O.Bond 2020 280,000 2,220,000 2,500,000 SHOT 2,500,000 2,500,000 Total 280,000 4,720,000 5,000,000 Budget Impact/Other Increased annual maintenance costs to be budgeted in the Parks and Recreation operating budget to maintain improvements and amenities. 80 Coir pwS Ch SLi Engineering North Beach Restroom and Parking Facilities (Bond 2020) Council Presentation June 13, 2023 Project Location J Corpus Chr sti Engineering PROJECT LOCATION � l scue xrs PROJECTLOCATION e NuECES BAY 18'. s NEW BATHROOM LOCATION 1 9/ `cORPus CE Isll • --- VICINITY MRP _ RFREAL MRP - PROJEcrNUMeeR.imazENNI NUMBER:21082 2 Site Plan Corpus chr sti Engineering 9 9 jk 0 0 • � l.ox�w�aw.�x.. . ` .;u ,r r 6� M ux�o oh�r �`` ���r� �• e .c ,0 CONCEFUAESfFEPLAN CONSTRUCT NEW RESTROOMS AT NORTH BEACH SURFSIDE PARK orilserz PROJECT 920284 CIN OF CORPUS CHRISTI TEXAS 3 eProjlect Sco p Carpus Chr sti Engineering • New restroom facility with a new parking lot and playground area with picnic tables JIMA;t r . J J. Project Schedule Carpus Chr sti Engineering 2023 2023-2024 June June-April Award Construction Projected Schedule reflects City Council award in June 2023 with anticipated construction completion by April 2024. SC w 0 H V AGENDA MEMORANDUM CORPOR I 1852 One-Reading Ordinance for the City Council Meeting June 13, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreyea-cctexas.com (361) 826-3851 Ernesto De La Garza, P.E., Director of Public Works ernestod2(a�cctexas.com (361) 826-1677 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 6oshc2(a)cctexas.com (361) 826-3169 Construction Change Orders Park Road 22 Bridge (Proposition 1) CAPTION: One-reading ordinance authorizing Change Order No. 5 with Anderson Columbia Co., Inc. of Corpus Christi for extension of the retaining wall for the Park Road 22 Bridge Project in the amount of$335,240.00 for a total amount not to exceed $15,604,483.60; appropriating $335,240.00 from the unreserved fund balance and transferring to Fund 3278 of Tax Increment Reinvestment Zone #2; amending the FY 2023 Operating and Capital Budgets; located in Council District 4 with funding available from Tax Increment Reinvestment Zone#2 Capital Fund. SUMMARY: This ordinance requests additional funding for the Park Road 22 Bridge and authorizes Change Order No.5 for the extension of the Cast in Place Retaining Wall. BACKGROUND AND FINDINGS: The Park Road 22 Bridge project is currently in construction. During the construction, it was discovered that there was a conflict between the plan sheets and the retaining wall detail sheets received from the design engineer, Urban Engineering. The plan sheets show the southwest retaining wall to end at station 25+06, but it is shown to end at station 25+86 on the retaining wall detail sheets. When the bid quantities were developed, the engineer of record used the info from the retaining wall detail sheets in lieu of the planning sheets which resulted in less quantities than required. This change order accounts for the additional material and labor required to install the remaining 80 feet of retaining wall. Currently, the project does not have any contingency funding to authorize Change Order No.5. Hence, the funding is proposed to be transferred from the Tax Increment Reinvestment Zone #2 (TIRZ#2). This item will be presented to TIRZ#2 Board on June 13th, 2023, for consideration and approval. PROJECT TIMELINE: Change Order No. 5 will authorize additional work with no additional calendar days to construction contract. The anticipated substantial completion date of the project will be September 15, 2023. ALTERNATIVES: City Council could choose not to approve Change Order No. 5. By not awarding the Change Order, the structural integrity of the new concrete surface will be compromised, potentially leading to premature failure of the travel surface. FISCAL IMPACT: The fiscal impact for FY 2023 is an amount of $335,240.00 from the TIRZ#2 unreserved fund balance. The $335,240.00 will be appropriated to the TIRZ #2 operating fund and transferred to the TIRZ#2 capital fund. From: To: Amount: TIRZ #2 Fund TIRZ#2 Capital Improvement Fund 3278 for $335,240.00 1111-17-60000 Acct 548500 project 170062 Park Road 22 Bridge Funding Detail: Fund: PackChProjTIF2 (Fund 3278) Department: Infrastructure (17) Organization: Engineering Services (89) Project: Park Road 22 Bridge - 170062 Account: Construction (550910) Activity: 170062-01-3278-EXP Amount: $335,240.00 Overall Total $335,240.00 RECOMMENDATION: Staff recommends authorizing the request for funding in an amount of $335,240.00 from the TIRZ#2 unreserved fund balance to support the Park Road 22 Bridge Change Order No.5 and authorizing the Change Order No. 5 with Haas-Anderson Construction for extension of Cast in Place Retaining Wall for Park Road 22 Bridge in an amount of$335,240.00 for a total amount not to exceed $15,604,483.60. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map CIP Page One-reading ordinance authorizing Change Order No. 5 with Anderson Columbia Co., Inc. of Corpus Christi for extension of the retaining wall for the Park Road 22 Bridge Project in the amount of $335,240 for a total amount not to exceed $15,604,483.60; appropriating $335,240 from the unreserved fund balance and transferring to Fund 3278 of Tax Increment Reinvestment Zone #2; amending the FY 2023 Operating and Capital Budgets; located in Council District 4 with funding available from Tax Increment Reinvestment Zone #2 Capital Fund. Whereas, Tax Increment Reinvestment Zone #2 (TIRZ #2) approved the appropriation, transfer and use of funds for Change Order No. 5 for the Park Road 22 Bridge Project. Whereas, the Park Road 22 Bridge construction contract was assigned by Haas- Anderson Construction to Anderson Columbia Co, Inc. on February 22, 2023. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. $335,240 is appropriated from the unreserved fund balance of TIRZ#2 and transferred to Fund 3278 for Project 170062 Park Road 22 Bridge. SECTION 2. The FY 2022-2023 Operating Budget, adopted by Ordinance No. 032855, is amended to increase expenditures by $335,240. SECTION 2. The FY 2022-2023 Capital Budget, adopted by Ordinance No. 032856, is amended to increase expenditures by $335,240. SECTION 3. The City Manager or designee is authorized to execute Change Order No. 5 with Anderson Columbia Co., Inc. in an amount not to exceed $335,240 for the Park Road 22 Bridge project. SECTION 4. That upon written request of the Mayor of five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of June, 2023. TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Paulette Guajardo Mayor Council Members The above ordinance was passed 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 o N Project Location D w Location Map r g cgeghq F m r qsr m 0 �yN �o � o w p o N x � N 'ate _ N q<ygRo a " ,a �. WHITECAP 2 r Cq m } .• a rn r G Lu BOUNTY _ p PROJECT NO. 6281 PARK ROAD 22 BRIDGE - CITY COUNCIL EXHIBIT CHANGE ORDER 5 CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES r3 Capital Improvement Plan 2023 rhru 2025 City of Corpus Christi, Texas Project# 170062 ` Project Name Park Road 22 BridgeEll : r Type Improvement/Additions Department Public Works Useful Life 40 years Contact Director of Public Works Category Bridges Priority 2 Critical-Asset Condition\longevity Status Active Description This Bond 2004 project provides for a new bridge over a new water exchange between canal systems located on east and west side of Park Road 22. New bridge allows for pedestrians,golf carts and small boats to travel beneath the new bridge. Water exchange is required by Developer under a United States Army Corps of Engineers permit and construction is being coordinated with the Developer. This project requires Texas Department of Transportation coordination and approval. This is a City Council priority project and construction will use remaining savings from Bond 2008 Street Bond Funds. Justification This project will impact the area with benefits to economic development and tourism. Expenditures PriorYears 2023 2024 2025 Total Construction/Rehab 15,160,025 15,160,025 Design 654,000 654,000 Storm Water-St. 365,744 365,744 Waste Water-St 60,084 60,084 Water-St. 746,709 746,709 Eng,Admin Reimbursements 764,232 764,232 Total 17,750,794 17,750,794 Funding Sources Prior Years 2023 2024 2025 Total G.O. Bond Prior 9,875,047 9,875,047 Revenue Bonds 989,456 989,456 Tax Increment Finance District 6,886,291 6,886,291 Total 17,750,794 17,750,794 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 Maintenance Program. 248 CITY OF CORPUS CHRISTI ENGINEERING SERVICES CHANGE ORDER PROJECT: (RE-BID)Park Road 22 Bridge(Bond 2004/2008) CHANGE ORDER NO: 5 CONTRACTOR: Haas-Anderson Construction CHANGE ORDER DATE: 5/11/2023 ENGINEER: Urban Engineering PROJECT NUMBER: 6281 PROJECT MANAGER: Mai Bemal ORIGINAL CONTRACT TIME: 639 CD's OPERATING DEPT.: Public Works/Streets Make the following additions,modifications or deletions to the work described in the Contract Documents: ADDITIONS Quantity Unit Unit Price Total RFI 46 ADDITIONAL 80 LF SHUTTABLOC PART C-BRIDGE&RETAINING IMPROVEMENTS C14.03 Additional 80 LF of Shuttabloc(RFI 46) 1 FPP $ 335,240.00 $ 335,240.00 $ 335,240.00 Additions Total: $ 335,240.00 DELETIONS NONE n/a 0 0 $ - $ - Deletions Total: $ - Additional Calendar Days requested 0 NET TOTAL OF THIS CHANGE ORDER: $ 335,240.00 Why was this Change necessary: During construction it was discovered that there was a conflict between the plan sheets and the retaining wall detail sheets. The plan sheets show the correct information.The plan sheets show the Southwest retaining wall to end at station 25+06 but it is shown to end at station 25+86 on the retaining wall detail sheets. When the bid quantities were developed,the engineer of record used the info from the retaining wall detail sheets in lieu of the planning sheets which resulted in less quantities than what was actually required. This change order accounts for the additional material and labor required to install the remaining 80 feet of retaining wall. This Contract Morhfcation represents Final Adjustment for any and all amounts due or to become due to Contractor for changes referred to herein.Contractor further releases all other claims,if any (except those claims previously submitted in writing in strict accordance with the Contrail),for additional compensation under this Contract,including without limitation any rights Contractor may have for additional compensation arising out of delays or disruption of Contractor's schedule as may have arisen prior to the date ofthis Contract Modification.Unless otherwise expressly provided herein,the time ofcompletion and all other terms and conditions ofthe Contract remain unchanged Original Contract Amount $ 13,943,536.00 Maximum Change Order Contingency Amount(25%) $ 3,485,884.00 Remaining Available Contingency Amount(including this CO) $ 1,824,936.40 Previously Approved Change Order Amount $ 1,325,707.60 Proposed Change Order Amount $ 335,240.00 Revised Contract Amount $ 15,604,483.60 Percent of Total Change Orders(including this CO) 11.91% Original Contract Time for Substantial Completion 639 CD's Notice to Proceed Date 6/29/2020 Original Substantial Completion Date 3/30/2022 Previously Approved Change Order Time 169 CD's Additional Time on This Change Order 0 CD's Revised Contract Time for Substantial Completion 808 CD's Revised Substantial Completion Date 9/15/2022 REVIEWED BY: Initial Date REQUESTED BY:Haas-Anderson Construction Eng.Proj.Specialist Karissa ONeill K0 5/11/2023 Constr.Supervisor Amie Wojtasczyk Constr.Inspector Geoffrey Mayer Constr.Sr.Project Mgr. Ruben Barrera Randall Moore Date President CITY OF CORPUS CHRISTI Part C/FUND n/a FUND: xxxx-xxx n/a ACCOUNT xxxxxx n/a ACTIVITY xxxxxx-xx-xxxx-xxx n/a AMOUNT: $0.00 $0.00 RECOMMENDED BY: Brett Van Hazel Date Construction Engineer APPROVED AS TO APPROVED BY: FORM:Kent McIlyar Date ($50,000.00-$99,999.99)Neiman Young Date CITY OF CORPUS CHRISTI ENGINEERING SERVICES CHANGE ORDER PROJECT: (RE-BID)Park Road 22 Bridge(Bond 2004/2008) CHANGE ORDER NO: 5 CONTRACTOR: Haas-Anderson Construction CHANGE ORDER DATE: 5/11/2023 ENGINEER: Urban Engineering PROJECT NUMBER: 6281 PROJECT MANAGER: Mai Bemal ORIGINAL CONTRACT TIME: 639 CD's OPERATING DEPT.: Public Works/Streets Assistant City Attorney Assistant City Manager initials RECOMMENDED BY: Authorized Legistrar No. Kamil Taras Date Management and Budget Designee By Council Council Date APPROVED BY: ATTEST: Jeff H.Edmonds Date (Council)Rebecca Huerta Date Director of Engineering Services (>_$100,000.00 or>_25%)City Secretary C14.03+0 CD's REQUEST FOR INFORMATION RFI NO: 46 DATE: 3/28/2023 PROJECT NO: 6281 VENDOR: Anderson Columbia Co.,Inc. PROJECT NAME: Park Road 22 Bridge ADDRESS: 871 NW Guerdon St P.O. Box 1829 ENGINEER: Urban Engineering Lake City, FL 32056-1829 ATTN: Construction Inspection DELIVERY ORDER NO: n/a REGARDING: Lengthening of SW Wall SITE NAME: PR 22 Bridge QUESTION BY: Scott Kelley TITLE: Project Manager SKETCHES AND/OR DRAWINGS ATTACHED? I NO DRAWING NO: DOES THIS PROBLEM/ISSUE IMPACT TIME AND/OR COST? I YES Time: FBD Cost: �TBD WRITTEN DESCRIPTION OF PROBLEM $335,240.00 Based on the information provided by the city and direction by TxDOT as discussed in the onsite meeting on 3/24/23,the SW wall will need to be extended.We do not know to what extent this will delay or what cost impact this will have as the details have not been defined.We need to suspen time on the project until a path forward is determined. CONTRACTOR RECOMMENDED SOLUTION We will continue to finish work on the project where we can but the critical path is on hold as we cannot finish placing limestone base near the lout end of the wall in preparation for hot mix. RESPONSE BY: TITLE: DATE: RECOMMENDED SOLUTION RECOMMENDED APPROVAL OF IMPACT TO TIME AND/OR COST? Time: TBD Cost: TBD IS ANY FURTHER ACTION REQUIRED?IF SO,WHAT?BY WHOM? APPROVING AUTHORITY: DATE: C14.03+0 CD's ANDERSON COLUMBIA CO.,INC. P.O.BOX 7692 CORPUS CHRISTI,TX Phone:3618532535 Project 6281 Park Road 22 Bridge 23722206WALL PR 22 80'Wall Scott Kelley EXTEND SHUTTABLOC WALL PROPOSAL Biditem Description Quantity Units Unit Price Bid Total Al MOBILIZATION 1.000 LS 64,700.00 64,700.00 A2 BONDS AND INSURANCE 1.000 LS 4,200.00 4,200.00 A4 TRAFFIC CONTROL 1.000 LS 6,900.00 6,900.00 C4 RETAINING WALL(SPECIAL) 709.000 SF 240.00 170,160.00 CIL PIPE UNDERDRAIN 80.000 LF 38.50 3,080.00 C12 WALL BACKFILL-TYPE A AND TYPE D 675.000 CY 111.00 74,925.00 New 1 EXCAVATE PREVIOUSLY INSTALLED EMBANKMENT 925.000 CY 11.00 10,175.00 New 2 FILTER FABRIC ON TYPE A AND D BACKFILL 200.000 SY 5.50 1,100.00 Bid Total $335,240.00 1 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of June 13, 2023 1852 Second Reading for the City Council Meeting of June 27, 2023 DATE: June 13, 2023 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, Director of Planning Daniel Mc(a)-cctexas.com 361-826-7011 Short-Term Rentals Multi-Family Ordinance Amendment CAPTION: Ordinance amending Section 5-38 of the City Code to allow for a consolidated permit for short-term rental units within multifamily buildings with a sole operator; providing for a penalty not to exceed $500 and publication. SUMMARY: The City of Corpus Christi is proposing an amendment to the current City Code that allows for short-term rental units within an apartment or condominium building with more than 100 dwelling units to operate under a single short-term rental permit. To qualify, 75% of all short-term rental units within that building must be operated by a single operator that is solely responsible for management of the short-term rental units including collecting and remitting hotel occupancy taxes for the short-term rental units. To qualify as "solely responsible for management of the short-term rental units", the operator must have: 1. a centralized reservation system; 2. prohibition of rental outside of the centralized reservation/rental management system; 3. centralized management of all rental units with a centralized check-in on-site; 4. on-site full-time management available 24 hours per day; 5. centralized maintenance and housekeeping; and 6. consolidated collection and reporting of Hotel Occupancy Tax. BACKGROUND AND FINDINGS: 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, the 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. ALTERNATIVES: Reject the proposed amendment and continue to require individual short-term rental permits for each unit. FISCAL IMPACT: Revenues generated from the fees and fines collected for STR permitting and penalties will be distributed to the departments that manage the permitting and enforcement program (Code Enforcement, Development Services, and Finance). FUNDING DETAIL: Fund: Organization/Activity: Department: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the amendment to the City Code as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance — STR Multi-Family Amendment Ordinance amending Section 5-38 of the City Code to allow for a consolidated permit for short-term rental units within multifamily buildings with a sole operator; Providing for a penalty not to exceed $500 and publication. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI TEXAS, THAT: SECTION 1. Section 5-38, Subsections (b), (c), (d), and (e) of the Corpus Christi Code are amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Sec. 5-38. Permit required. (b) All individual units having cooking, sleeping, and bathing facilities, within common buildings, regardless of ownership, shall require a separate, individual permit for each unit intended to be used as a short-term rental, except as provided in Subsection (c). (c) Short-term rental units within an apartment or condominium building with more than 100 dwelling units may operate under a single consolidated short-term rental permit where more than 75% of the short-term rental units within that building are operated by a single operator and such operator is solely responsible for management of the short-term rental units and collecting and remitting hotel occupancy taxes for the short-term rental units. Short-term rental units not identified within the consolidated short-term rental permit must obtain a short-term rental permit. (d) To qualify for a single consolidated short-term rental permit, the operator must have the following for the short-term rental units subject to the consolidated short-term rental permit: (1) a centralized reservation system; (2) prohibition of rental and advertising for rental outside of the centralized reservation/rental management system; (3) centralized management of all rental units with a centralized check-in on-site; (4) full-time, on-site management available 24 hours per day; (5) centralized maintenance and housekeeping; and (6) consolidated collection and reporting of Hotel Occupancy Tax. 1 @ BCL@ E80ADF41 (e) All short-term rental advertisements under a consolidated short-term rental permit must include the consolidated short-term rental permit number. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 3. 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 4. Penalties are as provided in Section 1-6 of the Corpus Christi Code. SECTION 5. This ordinance takes effect after official publication. Page 2 of 3 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 3