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HomeMy WebLinkAboutAgenda Packet City Council - 05/14/2024 Cityof Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final-revised City Council Tuesday, May 14,2024 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Pastor Steve Lopez with Koinonia Church. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Magali Ramos, Senior at Mary Carroll 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: (ITEMS 1 -3) 1. 24-0715 MAX Underground Construction LLC Update 2. 24-0671 May 18 Beach to Bay Relay, Presented by Robert Dodd, Director of Parks and Recreation, and Doug McBee, Race Director 3. 24-0703 Staff Announcement: Odette Cruz, Assistant Director of Human Resources, and Sergio Gonzalez, Assistant Director of Parks and Recreation City of Corpus Christi Page 1 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 F. PUBLIC COMMENT-APPROXIMATELY 12:00 P.M. To speak during this public comment period on a city-related matter or agenda item, 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 Communications Department at least 24 hours prior to the Meeting. Please contact Communications at 826-3211 to coordinate. This is a public hearing for all items on this agenda. G. BOARD &COMMITTEE APPOINTMENTS: (ITEM 4) 4. 24-0713 Animal Care Advisory Committee (2 vacancies) H. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. I. CONSENT AGENDA: (ITEMS 5 - 19) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 5. 24-0706 Approval of the April 23, 2024 Regular Meeting Minutes and April 30, 2024 Bond 2024 Council Workshop sponsors: City Secretary's Office Consent- Second Reading Ordinances 6. 24-0620 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of "City of Corpus Christi, Texas, General Improvement Bonds, Series 2024", for the first issuance of bonds from the Bond 2022 authorization, for improvements to streets and parks and recreation facilities in an amount not to exceed $50,000,000 and refinancings in an amount not to exceed City of Corpus Christi Page 2 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 $105,000,000 in a sale to be conducted in November 2024, for the refunding, 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 , and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. sponsors: Finance &Procurement 7. 24-0629 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202413" for solid waste improvements in an amount not to exceed $10,605,000, 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 and certain other authorized officials to approve and execute documents relating to the issuance, sale and delivery of the certificates; enacting other provisions incident and related thereto; and providing an effective date. sponsors: Finance &Procurement 8. 24-0621 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of ordinance authorizing the issuance of City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2024A" for improvements to streets, city facilities, and public safety facilities in an amount not to exceed $39,400,000, 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 and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of the certificates; enacting other provisions incident and related thereto; and providing an effective date. sponsors: Finance &Procurement 9. 24-0630 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, City of Corpus Christi Page 3 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 2023, consideration and approval of 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 $186,090,000 and refinancings in an amount not to exceed $100,000,000 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 and certain other authorized officials to approve and execute documents relating to the issuance; and providing an effective date. sponsors: Finance &Procurement Consent- Contracts and Procurement 10. 24-0501 Motion authorizing execution of a three-year service agreement, with two one-year options, with Faraday Electric Motors, LLC, of Corpus Christi, in an amount not to exceed $1,191,995.00 and a potential amount up to $1,986,658.33 if options are exercised, for pump motor and clutch repairs/replacement needed at various locations for Corpus Christi Water, with FY 2024 funding of$165,554.86 from the Water Fund. sponsors: Corpus Christi Water and Finance &Procurement 11. 24-0456 Resolution authorizing a five-year service agreement with Environmental Improvement, Inc., of Houston, in an amount not to exceed $400,270.00 for preventative maintenance and the purchase of parts and materials needed by Corpus Christi Water for the disinfection system at the O.N. Stevens Water Treatment Plant, with FY 2024 funding of$77,426.00 from the Water Fund. sponsors: Corpus Christi Water and Finance &Procurement 12. 23-1854 Resolution authorizing a one-year service agreement, with four one-year options, with BrightView Landscape Services, Inc., of Blue Bell, Pennsylvania, with an office in Corpus Christi, in an amount not to exceed $67,131.84 and a potential amount of$335,659.20 if options are exercised, for the mowing of Storm Water Group 13 (Stormwater Maintenance Area In and Around Padre Island), for the Public Works Department, with FY 2024 funding of$27,971.60 from the Storm Water Fund. sponsors: Finance &Procurement and Public Works/Street Department 13. 24-0298 Resolution authorizing a one-year service agreement, with a one-year option, with Maldonado Nursery & Landscaping, Inc., of San Antonio, with City of Corpus Christi Page 4 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 an office in Corpus Christi, in an amount not to exceed $87,803.76 and a potential amount of$175,607.12 if the option is exercised, for mowing and grounds maintenance of athletic fields for the Parks and Recreation Department, with FY 2024 funding of$43,901.88 from the General Fund. sponsors: Parks and Recreation Department and Finance &Procurement 14. 24-0462 Motion authorizing execution of a five-year service agreement with Great South Texas Corp, dba Computer Solutions, to purchase Cisco wireless network hardware and five-year software licenses for$97,861.46 in support of the Corpus Christi Public Libraries' E-Rate Category 2 Program application, for which there is an eligible 85% E-Rate discounted purchase savings of$82,953.17, resulting in a final purchase amount of$14,908.29, with FY 2024 funding of$97,861.46 from the General Fund. sponsors: Information Technology Services, Libraries and Finance &Procurement 15. 24-0447 Motion authorizing execution of a co-operative agreement for a one-year software license renewal with Carahshoft Technology Inc., of Restin, Virginia, through the Texas Department of Information Resources, for Splunk security and data analysis software licenses for $69,039.41, with continuing one-year renewals subject to sufficient future appropriations, with FY 2024 funding from the Information Technology Fund. sponsors: Information Technology Services and Finance &Procurement 16. 24-0698 Motion authorizing execution of a co-operative agreement for a one-year software license renewal with immixTechnology, Inc., of McLean, Virginia, through the Texas Department of Information Resources, for Veeam backup and replication software to support disaster recovery and business continuity for$90,287.97, with continuing one-year renewals subject to sufficient future appropriations, with FY 2024 funding from the Information Technology Fund. sponsors: Information Technology Services and Finance &Procurement General Consent Items 17. 24-0581 Motion authorizing a Reimbursement Agreement with the Nueces Center for Mental Health and Intellectual Disabilities for services rendered to aid homeless persons and crime victims, support Community Health Workers, and provide skills training in an amount not to exceed $128,000.00, with a maximum amount payable by the City of up to $64,000.00 per FY2023 and FY2024. sponsors: Health Department Consent-First Reading Ordinances 18. 24-0513 Ordinance appropriating $269,814.00 in the Health Grant Fund from an increase in the STI/HIV Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STI/HIV City of Corpus Christi Page 5 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 prevention and control services for the period of September 1, 2024, through August 31, 2025; and authorizing four grant positions. Sponsors: Health Department 19. 24-0545 Ordinance authorizing acceptance and future amendments of the Center for Health Emergency Preparedness and Response Grant for$205,548.00 with a cash or in-kind match of$20,555.00 from the 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 from July 1, 2024, through June 30, 2025; and authorizing two grant positions. Sponsors: Health Department J. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. K. PUBLIC HEARINGS: (ITEMS 20 - 23) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. 20. 24-0305 Ordinance abandoning, vacating, and closing 0.574 acres of unimproved public right-of-way for the Fair Market Value of$380,000.00 identified as Sand Dollar Avenue, a portion of Block 27 Padre Island No.1, conditioned on petitioner, Donny Shellenbarger, meeting specified conditions. Sponsors: Public Works/Street Department 21. 24-0655 Zoning Case No. ZN8199, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive from the "ON" Neighborhood Office District and the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Sponsors: Development Services 22. 24-0657 Zoning Case No. ZN8200, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive from the "CG-2" General Commercial District and the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Sponsors: Development Services 23. 24-0658 Zoning Case No. ZN7974, Leslie Lopez (District 1). Ordinance rezoning a property at or near 110 Rolling Acres Drive from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval to the "ON/SP" City of Corpus Christi Page 6 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 Neighborhood Office District with a Special Permit.) Sponsors: Development Services L. RECESS TO CORPORATION MEETING: (ITEM 24) 24. 24-0543 Annual Board Meeting of the Corpus Christi Housing Finance Corporation (CCHFC) to elect officers, consider a resolution amending and reaffirming the Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy, and repeal the Inducement Resolutions for Multifamily Housing Revenue Bonds for the previously proposed 152-unit affordable housing multi-family development at Greenwood Drive and Gollihar Road. Sponsors: Planning and Community Development Department and Finance & Procurement M. RECONVENE CITY COUNCIL MEETING N. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 25 - 26) The following items are motions, resolutions or ordinances that may be considered and voted on individually. 25. 24-0435 Motion authorizing a cost-share agreement with the U.S. Army Corps of Engineers (USACE) for design and construction to address streambank erosion control related to the Mary Rhodes Pipeline Phase 2 System Improvements project, located in the vicinity of the Mary Rhodes Pump Station near Bay City, in an amount not to exceed $4,629,100, with FY 2024 funding available from the Water Capital Fund and funding in the amount of$8,596,900 available from the USACE. The total projected cost for the streambank erosion improvement is estimated to be approximately $13,676,000, including phase one feasibility study. Sponsors: Engineering Services and Water Utilities Department 26. 24-0624 Motion executing professional two-year service agreements with the option to extend for up to two additional one-year periods, with InterVISTAS Consulting USA, Inc. of Washington D.C. and Crawford, Murphy & Tilly, Inc. of Springfield, Illinois, for a total combined amount of$400,000.00 with a potential amount of$800,000.00 if all options are exercised, for air service development consulting services, from the Operating Budget in Fund 4610. Sponsors: Aviation Department and Finance &Procurement O. BRIEFINGS: (ITEMS 27-28) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. No action will be taken and no public comment will be solicited. The City Manager or City Council Liaison for any city board, commission, committee or corporation(including Type A or B Corporation) may report on the action(s) or discussion(s) of any such body's public meeting that occurred within one month prior to this City Council meeting. City of Corpus Christi Page 7 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 27. 24-0801 Briefing on State Chapter 327, Municipal Sales and Use Tax for Residential Streets and Sidewalks sponsors: City Manager's Office and Economic Development 28. 24-0782 Industrial Streets Briefing sponsors: Public Works/Street Department P. EXECUTIVE SESSION: (ITEMS 29 -31) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in "Executive Sessions" constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. 29. 24-0643 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 industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, annexation, Texas Local Gov't Code service plans, industrial district agreements, and Chapters 42, 43 and 212 of the Texas Local Government Code § 43.0116, et. seq., rates for utilities, actions for limitation of rates, Texas Water Code § 13.043 and associated statutes and regulations, and Texas Government Code § 551.087 to discuss and deliberate regarding potential financial or other incentive(s) to business prospects(s) that the governmental body seeks to have locate, stay, or expand in or near the territory of the City and with which the City will be conducting economic development negotiations, authorizing preparation of service plans for areas to be considered for annexation, and authorizing professional services agreements and amendments thereto with attorneys, engineers, and other consultants involved in the aforementioned actions 30. 24-0718 Executive session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to a potential trade and or cession of territory and/or extraterritorial jurisdiction with the City of Portland, services thereto,jurisdiction, annexation, Texas Local Gov't Code service plans, industrial district and economic development agreements, and Chapters 42, 43 and 212 of the Texas Local Government Code § 43.015, et. seq., and laws relating to piers, ports, and interlocal agreements 31. 24-0742 Executive session pursuant to Texas Government Code § 551.071 City of Corpus Christi Page 8 Printed on 5/13/2024 City Council Meeting Agenda-Final-revised May 14,2024 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to regulations, legal rights, and contracts related to surface water from the Nueces River and other sources, groundwater from the Evangeline Aquifer and other sources, desalination, legal restrictions on and permits required for the provision of water, regulations and contracts of water conservation and improvement districts and groundwater conservation districts (including, but not limited to Nueces County Water Conservation and Improvement District#3 and the San Patricio Groundwater Conservation District), TCEQ and EPA regulations related to water, state and federal regulations related to construction of water-related infrastructure, state restrictions on rates and charges for utilities, statutory restrictions on the issuance of debt and governmental contracting, and potential authorization of contracts for attorneys and consultants to assist in matters related to water Q. ADJOURNMENT City of Corpus Christi Page 9 Printed on 5/13/2024 �;��`� � .. 0 L i � � � � �, 4f �C � � � / Q ti . � � ca � m • � � � � C� � � � m a-= O -= ca N s u _ � 0 .- E N N m L E °' '— a) a) � — E 4-j M N N w O O N = N m a-- oEE o u � w Ou N O O `N m m X N AW Rf E v) O +� V) O Ca N o 'er E ) m U a) a O Q) mo +jam O -0 N N O m �O N U Q ` � N � � 0 � —0 — ca 4- u N — S O M > V_ N 0 N 0n 0 -00 OQ) a) � � Ev) 0- — � � Q � Q) -0 N N M M N � N L _ W a) Q) Q) ca a) �0 O DC jz) U CO O — ; ca cn 4- 4=0 � �, M O s rn `n - ?: v �' 4 u a) M m m °' O L (4-j T � o a�o a) a a) O 4 4� o N o U — V) ca : Q Q U lips 1 N O too ) V) U ca ca a--) Q +� N ca r co E E Q X Q QCDQ r ca v O O Q Q .— 00 U O R �1 CDI� cn > N O N N O N 0 N N ca a-j O c6 a--� 4-, *Iry — ca E v, Q ca — O O � o E � � � ►� a) O +1 v, N X +� N cn CD CD CDCDO O v V N N N a-j C�0 O c� O c6 cn E }' M 4-, ca N W � o � � � 1*4 0 C%I L � L a o LM 0 Lr � � CITY OF CORPUS CHRISTI OFFICE OF THE CITY .MANAGER TO: Mayor and City Council r- FROM: Peter Zanoni, City Manag COPY: Executive Team SUBJECT: Staff Announcement HATE: April 15, 2024 1 have appointed Marie "Odette" Cruz as Assistant Director of Human Resources, effective Monday, April 15. Odette has served as Interim Assistant Director of Human Resources since October 2023. Previously, she served as Compensation Manager in the Human Resources Department. She has 20 years of experience with the City, working in various departments including Fire and Finance. Odette holds a Bachelor of Arts from ❑uke University and a Master of Public Administration from Texas A&M—Corpus Christi. TX. I have appointed Sergio Gonzalez as Assistant Director of Parks and Recreation,effective Monday. April 15, Sergio has over 15 years of programmatic operations experience. He joined the City of Corpus Christi in 2022 and most recently served as Interim Assistant Director of Parks and Recreation since October 2023. Previously, he served as Recreation Superintendent for the Parks and Recreation Department. In this position, lie managed the daily operations of senior and recreation centers, after-school programs, athletics, park compliance, and special events. 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O c M .L — U o o �, ca U) M m .� O o a) as �_ ca 'c > c c Y 3 O OL O U) a) L L O O L a) d O O L O U L H H U > U) HU UU 0 (n0 2 MQ �' � � � � � 0 ANIMAL CARE ADVISORY COMMITTEE Applicants Name District Status Category Roland Dominguez District 2 Seeking reappointment At-Large Jaqueline Gutierrez District 3 Applied At-Large Kylie Long District 4 Applied At-Large Monica A Montalvo District 5 Seeking reappointment At-Large At-Large Melissa A Nucete District 5 Applied Local Animal Welfare Organization At-Large Alyssa Sawko District 1 Applied Loca[Animal Welfare Organization Edna Trevino I District 3 jApplied At-Large CITY OF CORPUS CHRISTI Submit Date: Apr 16. 2024 Application for a City Board, Commission, Committee or Corporation Profile Roland Dominguez First Name Last Name Emall Address Street Address Corpus Christi TX 78404 City State Postal Code Primary Phone Alternate Phone What district do you live in? W District 2 Current resident of the City of Carpus Christi? l: Yes r No If yes, how many years? 58 Information Technology Arnold Oil Company Manager IT Manager Employer Job Title occupation Work Address - Street Address and Suite Number 5422 Ayers Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78415 Work Phone 361-8846622 Boland Dominguez Work E-mail address r.dominguez@arnoldoilco.com Preferred Mailing Address F%' Home/Primary Address Which Boards would you like to apply for? ANIMAL_CARE ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a Nueces County registered voter? a 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) Masters Computer Science Tamucc If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Animal Care Advisory Board Why are you interested in serving on a City board, commission or committee? am seeking re-appointment to the Animal Care Advisory Board. Much work is still needed to help combat the stray animal problems in Corpus Christi. I see first hand the problems by assisting at a TNR in the evenings. I'd also like to let my attendance record represent my dedication to the board and it's advisory capacity to city council. Are you an ex-Off icio member of a City Board, commission or committee? r Yes a. 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 Roland Dominguez 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 NA 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 a 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 NIA. I'm not aware of the specifics but my employer does do business with the city for automotive supplies, Arnold Oil Company. Boland Dominguez Board-specific questions (if applicable) Question applies to ANIMAL CARE ADVI50RY COMMITTEE The Animal Care Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? W None of the above Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree Roland Dominguez City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Roland Dominguez CITY OF CORPUS CHRISTI Submit Date: Feb 13, 2024 Application for a City Board, Commission, Committee or Corporation Profile Ms. Jaqueline Gutierrez Prefix First Name Last Name Email Address Street Address Suite or Apt Corpus Christi TX 78413 City State Postal Code J Primary Phone Alternate Phone What district do you live in? W District 3 Current resident of the City of Corpus Christi? r Yes r- No If yes, how many years? 20 aimed to reduce the use of Coastal Bend Wellness alcohol. tobacco, and other Foundation Prevention Coordinator drugs. Employer Job Title Work Address - Street Address and Suite Number 101 North Shoreline, Suite 216 Work Address - City Corpus Christi Work Address - State TX Work Address - Zip Code 78401 Work Phone 3614421350 ext. 104 Ms. Jaqueline Gutierrez Page 1 of 5 Work E-mail address jaquelineg@cbwellness.org Preferred Mailing Address F%' Home/Primary Address Which Boards would you like to apply for? ANIMAL CARE ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a Nueces County registered voter? a Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: NA Education, Professional and/or Community Activity (Present) AA in General Kinesiolgy BS in University Studies If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) am most interested in the Commission on Children & Youth Why are you interested in serving on a City board, commission or committee? currently work as the Prevention Coordinator for Youth Programs with a team of five prevention specialists who teach two preventative educational curricula to 8 counties under Project Turnaround within the Coastal Bend Wellness 'Foundation. I am interested in supporting the community's children and youth as much as possible. Upioao a ResLme Are you an ex-Off icio 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 Ms. Jaqueline Gutierrez 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 NA Demographics Gender Fw 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, proposail or negotiation in connection with a contract with the City? r Yes a No D❑ you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r. No Ms. Jaqueline Gutierrez 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. NA 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? W None of the above 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 categories? * 9 Health and Human Services Question applies to CORPUS CHRISTI COMMISSION ON CHILDREN&YOUTH Youth Date of Birth 02/20/1998 Ms. Jaqueline Gutierrez 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 sewed. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree 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 Ms. Jaqueline Gutierrez JAQUELINE GUTIERREZ (361) 227-6719 https://www.linkedin.com/in/jagig/ EDUCATION Texas A&M University-Corpus Christi (TAMUCC) Corpus Christi, TX Bachelor of Science, University Studies May 2023 Emphasis: Kinesiology Relevant Courses: Organizational Communication, Leadership Communication, Community-Based Corrections, General Women's Studies RELEVANT PROFESSIONAL EXPEREIENCE Youth Prevention Coordinator Corpus Christi, TX Coastal Bend Wellness Foundation —Youth Programs 11/22/2022 —Present ■ Looked after two grants and became knowledgeable of other agency grants for future collaboration. ■ Facilitated staff meetings to maintain clear grant communication and expectations. ■ Developed community partnerships leading to enrollment in curriculum, presentations, and activity- based positive alternatives. ■ Coordinated travel and stay for the Annual Prevention Providers Meeting (APPM) for staff amongst other team-building outings. ■ Strengthened grant presences within the Nueces County Juvenile Justice System to implement positive life skills. ■ Acquired 100% of performance measures for both grants. Youth Prevention Specialist Corpus Christi, TX Coastal Bend Wellness Foundation —Youth Programs 11/22/2021 —Present ■ Facilitated evidence-based curriculum, Too Good for Drugs (grades K-12) and CBSG Kids/Youth Connection (grades K -12)in Region 11. ■ Facilitated Strengthening Families Curriculum to Parenting Class held at Cenikor Foundation. ■ Demonstrated practical public speaking skills in presentations online and in person. ■ Acquired community support via in-kind donations. TRAINING, CERTIFICATIONS, & AWARDS ■ CBSG Kids'/Youth Connection Curriculum Certification 2022 ■ The Art of Human Connection Certification 2022 ■ Ethics in Prevention Training 2022 ■ Mental Health First Aid Adult and Youth Certification 2022 ■ Prevention Across a Lifespan Certification 2021 ■ Too Good For Drugs Curriculum Certification 2021 RELEVANT SKILLS ■ Proficient in MS Office Suite, Word, Excel, and PowerPoint ■ Canva ■ Public speaking and presenting ■ Customer Service ■ Interpersonal skills ■ Program social media presence CITY OF CORPUS CHRISTI Submit Date: Aug 11, 2023 Application for a City Board, Commission, Committee or Corporation Profile Kyl ie Long First Name Last Name Emall Address Street Address Suite or Apt Corpus Christi TX 78412 City State Postal Code Primary Phone Alternate Phone What district do you live in? W District 4 Current resident of the city? l: Yes s No If yes, how many years? 9 Law Offices of J Reese Buchanan PC Escrow Assistant Employer I. :, r ,, Work Address - Street Address and Suite Number 737 Everhart Rd Unit A Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78412 Work Phone 361-299-9345 Kylie Long Work E-mail address adm in@jreesebuchanan pc.com Preferred Mailing Address F%' Home/Primary Address Which Boards would you like to apply for? ANIMAL CARE 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: NA Education, Professional and/or Community Activity (Present) High School Diploma Some college Why are you interested in serving on a City board, commission or committee? am interested in serving for Animal Care Advisory Committee because I have a passion for animals. I have five cats of my own, I have fostered in the past for both adult cats and kittens, I donate to the local non profit organizations and I feed/provide shelters for the cats in my apartment complex/work area. I am in several Corpus Christi pet groups on Facebook and see how many animals are out on the streets and I believe it is time our city does something about it. Are you an ex-Off ic o 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? a Yes r No Are you a current candidate in an election for a non-city public office? r Yes r No Kylie Long 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 NA Demographics Gender F4 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 a No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes a No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City"s Legal Department. If you answer "NO" to all questions above, please enter NIA. NA Kylie Long Board-specific questions (if applicable) Question applies to ANIMAL CARE ADVI50RY COMMITTEE The Animal Care Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? W None of the above Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. fJ I Agree Kylie Long City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Kylie Long CITY OF CORPUS CHRISTI Submit Date: Apr 17. 2024 Application for a City Board, Commission, Committee or Corporation Profile Monica A Montalvo First Name Middle Las'.Name In tial Email Address Street Address Corpus Christi TX 78414 city State Postal Code Primary Phone Altemate Phone What district do you live In? r,7 District 5 Current resident of the City of Corpus Christi? r. Yes r No If yes, how many years? 38 Insure Solutions Group Agent/Owner insurance Agent Employer Job Title Occupation Work Address - Street Address and Suite Number 3426 S. Alameda St Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78411 Work Phone 361-239-2464 Monica A Montalvo Work E-mail address Monica@insuresolutionsgroup.com Preferred Mailing Address F%' Home/Primary Address Which Boards would you like to apply for? ANIMAL_CARE ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a Nueces County 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) Graduated from Baylor University with a double major in Psychology & Sociology. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) (1)Corpus Christi Business &Job Development (2) Corpus Christi Community Improvement Why are you interested in serving on a City board, commission or committee? feel that I can contribute to any of these boards since I am self-employed. I have the time to volunteer and would love to see Corpus Christi thrive and grow. This city is where I was born and raised and it has so much potential for growth. Are you an ex-4fficio 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 wilding 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 Monica A Montalvo 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 F4 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 a No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes a No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City"s Legal Department. If you answer "NO" to all questions above, please enter NIA. N/A Monica A Montalvo Board-specific questions (if applicable) Question applies to ANIMAL CARE ADVI50RY COMMITTEE The Animal Care Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? W None Of the above Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION,CORPUS CHRISTI B CORPORATIONAANNING COMMISSION Are you a Nueces County registered voter? r: Yes r- Na 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. 9 1 Agree Monica A Montalvo City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Monica A Montalvo CITY OF CORPUS CHRISTI Submit Date: Aug 18, 2023 Application for a City Board, Commission, Committee or Corporation Profile Melissa A Nucete First Name Middle Last Name initial Email Address Street Address Corpus Christi TX 78414 City Stake Postal Code Primary Phone Altemate Phone What district do you live In? W district 5 Current resident of the city? r. Yes r No If yes, how many years? 62 years Christi Properties Real Estate Co _ Broken owner Employer Job Title Work Address - Street Address and Suite Number 6530 peacock Work Address - City Corpus Christi, Tx Work Address - State Tx Work Address - Zip Code 78414 Melissa A Nucete Preferred Mailing Address Fw Home/Primary Address Which Boards would you like to apply for? ANIMAL CARE ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? c Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) am an active foster for dog tescues. I have currently foster for faith and hope. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Animal care Why are you interested in serving on a City board, commission or committee? really want to see volunteers get involved . Possibly fostering , helping with animals that need extra care like newborns and see Corpus Christi residents do better. I would like to go door to door and target neighbors that i know need help and education . Passing out flyers . Giving them options for microchipping and spreading the word on spay and neutering their animal! Are you an ex-Off cio 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 s. No Melissa A Nucete 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 Nla Demographics Gender F4 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 a No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes a No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City"s Legal Department. If you answer "NO" to all questions above, please enter NIA. N{a Melissa A Nucete Board-specific questions (if applicable) Question applies to ANIMAL CARE ADVI50RY COMMITTEE The Animal Care Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? V Local Animal Welfare Organization 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. fJ I Agree Melissa A Nucete City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Melissa A Nucete CITY OF CORPUS CHRISTI Submit Date: Aug 17, 2023 Application for a City Board, Commission, Committee or Corporation Profile Alyssa Sawko First Name Last Name Emall Address Street Address Corpus Christi TX 78410 City State Postal Code Primary Phone Alternate Phone What district do you live in? W District 1 Current resident of the city? l: Yes s No If yes, how many years? 3 Tukasa Creations Designer & Project Manager Employer Jn[,T,,e Work Address - Street Address and Suite Number 6777 Weber Rd Work Address - City Corpus Christi Work Address - State TX Work Address - Zip Code 78410 Alyssa Sawko Which Boards would you like to apply for? ANIMAL CARE 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 Why are you interested in serving on a City board, commission or committee? feel that members of the community need to get involved where they can so we all benefit Are you an ex-Off icio 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 NIA NIA 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 Alyssa Sawko 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, proposals 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 "N©" to all questions above, please enter NIA. NIA Board-specific questions (if applicable) Question applies to ANIMAL CARE ADVISORY COMM[=E The Animal Care Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? W Local Animal Welfare Organization Alyssa Sawko Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-55, 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 Alyssa Sawka CITY OF CORPUS CHRISTI Submit Date. Mar 22, 2024 Application for a City Board, Commission, Committee or Corporation Profile Ms. Edna Trevino Prefix First Name Last Name Emall Address Street Address Corpus Christi TX 78417 City State Postal Code Primary Phone Alternate Phone What district do you live in? W District 3 Current resident of the City of Carpus Christi? r Yes r No If yes, how many years? 50 Corpus Christ Independent School District ISSC-Instructor Education Employer Job Title 0fr i.Pri[i(11) Work Address - Street Address and Suite Number 3502 Greenwood Drive Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78416 Work Phone 361-878-4690 Ms. Edna Trevino Work E-mail address Edtrevino@ceisd.us Preferred Mailing Address F%' Home/Primary Address Which Boards would you like to apply for? ANIMAL CARE ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a Nueces County 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) Asssociate Arts Degree, Bachelor of Fine Arts, President of PTA at Martin Middle currently If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Animal Advisory Care Corpus Christi Children &Youth Convention Visitor Bureau Why are you interested in serving on a City board, commission or committee? Commission and committees 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 Ms. Edna Trevino 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 F4 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 a No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes a No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City"s Legal Department. If you answer "NO" to all questions above, please enter NIA. N/A Ms. Edna Trevino 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? W None of the above Question applies to ARTS&CULTURAL COMMISSION The Arts & Cultural Commission preferred representatives from certain categories. Do you qualify for any of the following categories? • Youth / Education • Higher Education Question applies to CORPUS CHRISTI CONVENTION&VISITORS BUREAU The Convention & Visitors Bureau Board must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above 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 categories? W Education Question applies to CORPUS CHRISTI COMMISSION ON CHILDREN&YOUTH Youth - Name of high school. NIA Question applies to CORPUS CHRISTI COMMISSION ON CHILDREN&YOUTH Youth Current Grade NIA Question applies to CORPUS CHRISTI COMMISSION ON CHILDREN&YOUTH Youth Date of Birth 03/09/1968 Ms. Edna Trevino 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. wo 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. we I Agree Ms. Edna Trevino Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. FJ I Agree Ms. Edna Trevino City of Corpus Christi 1201 Leopard Street r Corpus Christi,TX 78401 cctexas.com o Meeting Minutes City Council Tuesday,April 23,2024 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 11:37 a.m. B. Invocation to be given by Reverend Claude Axel with Mount Pilgrim Baptist Church. Reverend Claude Axel with Mount Pilgrim Baptist Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Alyssa Cantu Benware, Senior at Richard King High School. Alyssa Cantu Benware, Senior at Richard King High School, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, Deputy City Attorney Buck Brice 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: (ITEMS 1-2) 1. 24-0628 Staff Announcement: Kamil Taras, Assistant Director of Corpus Christi Water - Finance and Administration City Manager Peter Zanoni announced Kamil Taras as the Assistant Director of Corpus Christi Water-Finance and Administration. Mr. Taras oversees Corpus Christi Water's annual operating and capital budgets, financial management, water and wastewater rates and contracts and procurement. He has over 14 years of experience in finance and budget. City of Corpus Christi Page 1 Printed on 51712024 City Council Meeting Minutes April 23,2024 2. 24-0589 Buc Days (May 2 - May 12) Overview, Presented by Johnny Philipello, President/CEO of Buc Days Commission President and CEO of Buc Days Commission Johnny Philipello presented an overview on Buc Days (May 2 - May 12) as follows: museums included in Buc Days admission; Rally night parade; velocity tour; PBR national event map; rodeo and concert series; Buc Days Steam Expo; Buc Days Construction Junior; Buc Days food challenge; and Port of Corpus Christi Leadership Program. A Council Member commended Mr. Philipello and the Buc Commission for their efforts in organizing this event. F. PUBLIC COMMENT Mayor Guajardo opened public comment. The following citizens spoke in support of Item 4, repealing the Partnership for Vaccine Equity (PAVE) Grant: Patricia Anderson, 409 Grant Place, Roseanne Norman, 4629 Monette Dr., Melinda De Los Santos, 611 Gulf Shore Place, Leisha Martin, 1314 Harbor Lights Dr. Ron Graban, 202 Surfside Blvd., expressed concern regarding the lack of communication about the date change for the TIRZ #4 meeting. Ariana Jones, 754 Kings Point Harbor Dr., spoke about the criteria for appointing a TIRZ #4 community representative. John Weber, 609 Naples St. and Jason Hale, 4421 Hamlin Dr., spoke in opposition to desalination. Susie Saldana, 4710 Hake] Dr., commended Corpus Christi Police Officers for their service, and stated that each individual should choose whether or not to receive the COVID-19 vaccine. Adam Rios, 7301 Tangled Ridge Court, advocated for a skate park on Padre Island. Elizabeth Whitehurst, 3501 Aransas St., spoke in opposition to Item 4. G. BOARD & COMMITTEE APPOINTMENTS: (NONE) H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 3-6) Approval of the Consent Agenda City of Corpus Christi Page 2 Printed on 51712024 City Council Meeting Minutes April 23,2024 Mayor Guajardo referred to the Consent Agenda. Items 4 and 5 were pulled for individual consideration. Council Member Pusley moved to approve the consent agenda with the exception of Items 4 and 5, seconded by Council Member Barrera. The motion carried by the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 3. 24-0662 Approval of the April 16, 2024 Regular Meeting Minutes The Minutes were approved on the consent agenda. Consent- Second Reading Ordinances 4. 24-0617 Ordinance repealing January 30, 2024 City Council approval of Ordinance No. 033276, which approved the acceptance of the $75,000 Partnership for Vaccine Equity (PAVE) Grant from the National Association of County and City Health Officials (NACCHO) to provide a Communications Campaign to strengthen vaccination uptake, as requested by Council Members Hunter, Pusley, and Hernandez. Mayor Guajardo referred to Item 4. Mayor Guajardo opened public comment. The following citizens spoke in support of repealing the Partnership for Vaccine Equity (PAVE) Grant: Shawn Flanagan, 4218 Herndon St., Deborah Williamson, 25 Rock Creek Dr., and Samuel Fryer, 2222 Cardinales Lane. Mayor Guajardo closed public comment. Council Members and Director of Public Health Fauzia Khan discussed the following topics: concerns regarding purpose of the grant in how it will prove a successful study; and this grant is to educate the community about all vaccinations. Council Member Hernandez moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on second reading and approved with the following vote: Aye: 5- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley and Council Member Roy Nay: 4- Council Member Barrera, Council Member Suckley, Council Member Klein and Council Member Campos City of Corpus Christi Page 3 Printed on 51712024 City Council Meeting Minutes April 23,2024 Abstained: 0 Enactment No: 033348 Consent- Contracts and Procurement 5. 23-1960 Motion authorizing execution of a two-year supply agreement with South Texas Cement, LLC, of New Braunfels, with an office in Corpus Christi, in an amount not to exceed $199,000.00, for bulk cement for the Public Works Department, with FY 2024 funding of$41,458.33 from the Street Fund. Mayor Guajardo referred to Item 5. Council Members and Director of Public Works Ernest De La Garza discussed the following topics: in response to concerns about only having one bid for cement, staff stated this company is the sole supplier for bulk cement in Corpus Christi. Council Member Pusley 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: M2024-061 6. 24-0445 Resolution authorizing the acquisition of 91 vehicles and equipment units by various departments, as approved in the adopted FY 2024 Budget, of which 84 units will be outright purchases and seven units will be lease-purchases through JPMorgan for$9,621,339.78, with such items to be acquired in the manner, at the amounts, and from the sources stated with FY 2024 funding of $7,856,853.45 and the remaining balance of$1,764,486.33 for the lease purchase items to be funded through the annual budget process. This Resolution was passed on the consent agenda. Enactment No: 033349 J. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 2:58 p.m. Executive Session Item 13 was held during the lunch recess. Mayor Guajardo reconvened the meeting at 3:51 p.m. K. PUBLIC HEARINGS: (NONE) L. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 7-12) City of Corpus Christi Page 4 Printed on 51712024 City Council Meeting Minutes April 23,2024 7. 24-0256 Ordinance authorizing an agreement between the Type B Corporation and Elevate QOF LLC, for a total incentive amount not to exceed $2,000,000 for Homewood Suites by Hilton at the corner of N Chaparral Street and Lomax Street; for costs associated with the street level retail, public space, and outdoor dining area activation including gray box and finish out including necessary floodwall and dry flood proofing to allow for consistent street level access; authorizing the expenditure of up to $2,000,000 from the Type B unreserved fund balance; and amending the fiscal year 2023-24 budget to increase expenditures by $2,000,000.00. Mayor Guajardo referred to Item 7. President and CEO of Corpus Christi Economic Development Corporation (EDC) Mike Culbertson presented information on the Homewood Suites by Hilton. Council Members, President and CEO of EDC Culbertson, City Manager Peter Zanoni, and Chair of Type B Board Leah Pagan-Olivarri discussed the following topics: concerns regarding the amount approved by the Type B Board; City staff is working with the applicant to obtain more information regarding the application; the contract identifies what the expectations are for this project; the Type B Board took interest in the retail and street level access of this project; and a concern that the presentation given to Council was not updated to reflect what the Type B Board recommended. Mayor Guajardo opened public comment. The following citizens spoke in opposition to this Item: Taylor Johnson, 4609 Schwerin Lake Dr., Zachary Bornstein, 401 Chaparral St., Ajit David, 5821 Ocean Dr., Edgar Ramirez, 7170 Windbrook Lane, and Daryl Genzer, 221 Commerce St., Portland, TX. The following citizens spoke in support of this Item: Kaushik Bhakta, 6145 Saint Dennis St. and Melody Nixon-Bice, 5141 Diver Duck Court. Mayor Guajardo closed public comment. Council Member Roy moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on second reading and approved with the following vote: Aye: 5- Mayor Guajardo, Council Member Barrera, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 3- Council Member Hunter, Council Member Klein and Council Member Campos Abstained: 1 - Council Member Hernandez Enactment No: 033350 8. 24-0508 Motion awarding a construction contract to Barcom Construction, Inc., Corpus City of Corpus Christi Page 5 Printed on 51712024 City Council Meeting Minutes April 23,2024 Christi, TX, for the American Bank Center Exterior Improvements project in an amount of$2,456,964.16 for the base bid for the landscaping, irrigation system and addressing drainage issues located in Council District 1 with FY 2024 Capital Budget funding available from the HOT CIP Funds and Type A Sales Tax CIP funds. Mayor Guajardo referred to Item 8. Council Members, City Manager Peter Zanoni, and Director of Engineering Services Jeff Edmonds discussed the following topics: whether condensation from HVAC system will be used as irrigation versus city water; these improvements do not include the steps near the Selena Auditorium; and a concern about the amount of palm trees depicted in the renderings. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed 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: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: M2024-062 9. 24-0620 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of"City of Corpus Christi, Texas, General Improvement Bonds, Series 2024", for the first issuance of bonds from the Bond 2022 authorization, for improvements to streets and parks and recreation facilities in an amount not to exceed $50,000,000 and refinancings in an amount not to exceed $105,000,000 in a sale to be conducted in November 2024, for the refunding, 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 , and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. Mayor Guajardo referred to Item 9. City of Corpus Christi Page 6 Printed on 51712024 City Council Meeting Minutes April 23,2024 Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Pusley moved to approve the ordinance, seconded by Council Member Campos. This Ordinance was 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 10. 24-0629 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202413" for solid waste improvements in an amount not to exceed $10,605,000, 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 and certain other authorized officials to approve and execute documents relating to the issuance, sale and delivery of the certificates; enacting other provisions incident and related thereto; and providing an effective date. Mayor Guajardo referred to Item 10. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Campos moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 City of Corpus Christi Page 7 Printed on 51712024 City Council Meeting Minutes April 23,2024 11. 24-0621 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of ordinance authorizing the issuance of City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2024A" for improvements to streets, city facilities, and public safety facilities in an amount not to exceed $39,400,000, 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 and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of the certificates; enacting other provisions incident and related thereto; and providing an effective date. Mayor Guajardo referred to Item 11. A Council Member and Assistant Director of Corpus Christi Water— Finance & Administration Kamil Taras discussed the following topic: the purpose of the reimbursement resolution is to save the City money. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Hunter moved to approve the ordinance, seconded by Council Member Roy. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 12. 24-0630 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of 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 $186,090,000 and refinancings in an amount not to exceed $100,000,000 within set parameters and according to the plan of finance set by the City's financial advisors; making provisions for the City of Corpus Christi Page 8 Printed on 51712024 City Council Meeting Minutes April 23,2024 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 and certain other authorized officials to approve and execute documents relating to the issuance; and providing an effective date. Mayor Guajardo referred to Item 12. Council Members, City Manager Peter Zanoni, Interim Director of Finance Alma Casas, Chief Financial Officer Constance Sanchez, and Financial Advisor of Specialized Public Finance Inc. Victor Quiroga discussed the following topics: cut operating budget versus increase rates; there is no standard ratio with respect to debt service coverage; this debt issuance does not require a decision whether or not to increase rates; how long would it take and what the cost would be for a second water treatment plant; the Evangeline Groundwater Project estimation will be brought to Council soon; and to avoid possible stage 3 water restrictions, ask all water users to cutback on usage. Council Member Barrera moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 2- Council Member Hernandez and Council Member Hunter Abstained: 0 M. BRIEFINGS: (NONE) N. EXECUTIVE SESSION: (ITEM 13) Mayor Guajardo referred to Executive Session Item 13. The Council went into Executive Session at 2:58 p.m. The Council returned from Executive Session at 3:51 p.m. 13. 24-0665 Executive session pursuant to Texas Gov't 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 Professional Firefighters Association, Chapters 143 and 174 of the Texas Local Government Code, other collective bargaining agreements as necessary, including potential approval in open session of matters related thereto as necessary. This E-Session Item was discussed in executive session. O. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 4:18 p.m City of Corpus Christi Page 9 Printed on 51712024 of Corpus Christi 1pu Leopard Street City p Corpus Christi,TX 78401 rGr' 1 I� cctexas.com Meeting Minutes City Council Tuesday,April 30,2024 2:00 PM Council Chambers Bond 2024 Program Council Workshop A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 2:06 p.m. B. 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 C. City Council Workshop on the Bond 2024 Program City Manager Peter Zanoni stated the purpose of this workshop is to get a consensus agreement for the recommended candidate project list for the Bond program to present to the community and stakeholders. 1. 24-0672 Bond 2024 Program Presentation Assistant City Manager Neiman Young presented information on the following topics: table of contents; vision; our progress - Navigation Blvd. before and after; Rodd Field Rd. before and after; Swatner Dr. before and after; Ayers St. before and after; Staples St. before and after; Laguna Shores Rd. before and after; Everhart Rd. before and after; Bond 2004-Bond 2022; Bond 2022 compared to Bond 2024; and 12 guiding principles for developing Bond 2024. Assistant Director of Public Works Gabriel Hinojosa presented information on the following topics: stormwater improvements historical analysis; stormwater improvements analysis; and FY 2024-2028 five year enhancement forecast. Council Members, City Manager Zanoni, Assistant City Manager Young, and Assistant Director Hinojosa discussed the following topics: a recommendation to use general obligation bonds for stormwater to reduce rates; stormwater rates are tailored City of Corpus Christi Page 1 Printed on 5/6/2024 City Council Meeting Minutes April 30,2024 to meet the City's operation needs; the purpose of street sweeping and impact on the environment; and a request to breakdown the proposed $92 million allocated for streets into specific categories. Assistant City Manager Young presented information on the following topics: proposed candidate projects categories; proposed candidate projects streets; citywide Lower Broadway St.; citywide North Beach drainage improvements; citywide Yorktown Blvd. (design only); District 1 Rand Morgan (design only); District 1 Sam Rankin (utilities only); District 2 South Staples Access Road; District 2 Alameda (construction only); District 2 Alameda (design only); District 3 Bear Lane (design only); District 3 Allencrest (design only); District 3 Schanen (design only); District 4 Holly (construction only); District 4 Graham Road (design only); District 4 Tara Estates subdivision; District 4 JFK Causeway improvements; District 5 Cimarron (design only); District 5 Acushnet (design only); District 5 Lipes (design only); District 5 Grand Junction (design only); District 5 Rodd Field extension (design only); District 5 Brooke (design only); and District 5 trail connectivity. Council Members, City Manager Zanoni, Assistant City Manager Young, Director of Public Works Ernest De La Garza, Director of Engineering Services Jeff Edmonds, and Assistant Director of Engineering Services Ratna Pottumuthu discussed the following topics: how concrete will help with slope stabilization on the reconstruction of Lower and Upper Broadway; a concern that sidewalks in District 2 were not included in this presentation; a request to address Airline to Everhart Road, as well as Santa Fe Street; whether Type B funds can be used for Bear Lane reconstruction since it is a commercial street; and a request to add language in the bond package stating funding from one bond could be moved to another year for design and possible construction. Assistant City Manager Young presented information on the following topics: proposed candidate projects parks; citywide Oso Golf Center; citywide Texas State Aquarium parking; District 1 Northside/Hillcrest Aquatic Center; District 1 Labonte Park expansion; District 1 Sherrill Veterans Memorial Park; District 2 Cole Park parking improvements; District 3 Greenwood Sports Complex; District 4 Commodores Park; District 4 Peary Place; District 4 Dimmitt Pier Boat Ramp (design); and District 5 Bill Witt Park improvements. Council Members, City Manager Zanoni, Assistant City Manager Young, President & CEO of Texas State Aquarium Jesse Gilbert, and Assistant Director of Park Operations and Development Sergio Gonzalez discussed the following topics: the necessity of maintaining all current parks; economic development growth at the Texas State Aquarium; to consider using other funding sources for the Texas State Aquarium parking lot; a request for staff to provide an assessment of all baseball parks, along with basketball and tennis courts; a concern about the lack of conveying a status update regarding the Greenwood Sports Complex in that it is a community wide project; and to address St. Andrews Park trail maintenance. Assistant City Manager Young presented information on the following topics: City of Corpus Christi Page 2 Printed on 5/6/2024 City Council Meeting Minutes April 30,2024 proposed candidate projects public safety; District 3 Fire Station #8 and Fire Station #10; District 1 and District 4 Fire Station #9 and Fire Station #11; map of city fire stations; District 1 and District 5 police substations; District 2 police substations; and map of city police stations. Police Chief Mike Markle stated that police district 5 substation is being added to assist with shorter routes for response and quicker access to substations for the community. Assistant City Manager Young presented information on the following topics: proposed candidate projects facilities; District 5 Library and Community Center (design); map of City's Senior Centers; District 1 Heritage Park Historical facilities projects; rough proportionality; additional proposed candidate projects; $75 million in additional proposed candidate projects; key dates for Bond 2024; current stakeholder meeting schedule; and recommendation. Council Members, City Manager Zanoni, and Assistant City Manager Young discussed the following topics: a desire to include sidewalk projects in the operating budget; a concern about the size of the bond package in that it may impact taxes; and the importance of implementing a sidewalk program. D. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 5:17 p.m City of Corpus Christi Page 3 Printed on 5/6/2024 so GO 0 yOgP00.p�'� is52 AGENDA MEMORANDUM First Reading for the City Council Meeting of April 23, 2024 Second Reading for the City Council Meeting of May 14, 2024 DATE: April 11, 2024 TO: Peter Zanoni, City Manager FROM: Alma I. Casas, Interim Director of Finance and Procurement almac@cctexas.com (361) 826-3610 Delegating the Authorization for the Issuance of General Improvement Bond CAPTION: Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of "City of Corpus Christi, Texas, General Improvement Bonds, Series 2024", for the first issuance of bonds from the Bond 2022 authorization, for improvements to streets and parks and recreation facilities in an amount not to exceed $50,000,000 and refinancings in an amount not to exceed $105,000,000 in a sale to be conducted in November 2024, for the refunding, 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 , and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. SUMMARY: The City plans on issuing the remaining $50,000,000 of the $125,000,000 General Improvement (GO) bonds approved by the voters in the 2022 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. In addition, the City may issue up to $105,000,000 for current refunding and 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 $155,000,000. 2) The true interest rate shall not exceed 5.00%. 3) Maximum maturity of March 1, 2044. 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 2022, voters approved 4 propositions totaling $125,000,000 for improvements to Streets, Park and Recreational facilities, and Public Safety facilities and Libraries. The sale of these GO Bonds will provide the remaining funding for the projects approved in the propositions. On January 30, 2024, the City Council approved a$28,100,000 reimbursement resolution to begin awarding contracts for the Bond 2022 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 will meet with rating agencies during the weeks of April 15th and April 22nd, with expected ratings issued on May 31d and May 10th. The sale of the bonds is expected in mid-May depending on market conditions with the financing closing in July. 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 $50,000,000 in bond proceeds for use in improvements to Streets, Park and Recreational facilities, public safety, and libraries approved by voters during the 2022 Bond Election and possibly refund bonds totaling $105,000,000 for savings. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES); LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF ONE OR MORE SERIES OF BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE ESCROW AGREEMENTS, PAYING AGENT/REGISTRAR AGREEMENTS AND PURCHASE CONTRACTS EACH PERTAINING TO A SERIES OF BONDS; COMPLYING WITH THE PROVISIONS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF REPRESENTATIONS; DELEGATING THE AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, AND DIRECTOR OF FINANCE AND PROCUREMENT TO APPROVE AND EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF BONDS; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer or the City) hereby finds and determines that new money general improvement bonds of the Issuer in the total principal amount of$ (plus the allocation of a portion of the reoffering premium in the amount of $ to aggregate $ ) of the hereinafter-described voter authorization should be issued and sold at this time,being the first[and final] installment of general improvement bonds approved and authorized to be issued at an election held on November 8, 2022(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 date hereof being as follows: Bonds Premium Date Amount Previously Issued allocated to Amount Voted Purpose Authorized Issued Bonds Herein Bonds Herein Unissued 11/08/2022 Streets and Sidewalks $92,500,000 $0 11/08/2022 Parks and Recreation $20,000,000 $0 Facilities 11/08/2022 Public Safety Facilities $10,000,000 $o 11/08/2022 Libraries $2,500,000 $o WHEREAS, the Governing Body of the Issuer has heretofore issued, sold, and delivered, and there are currently outstanding (i) obligations in the aggregate original principal amount of 139684845.7 $ , 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 (Chapter 1207), the Governing Body is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, 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 permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the Issuer; and WHEREAS,when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose and may not be included in or considered to be an indebtedness of the Issuer for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, [BOKF,NA, Dallas, Texas/The Bank of New York Mellon Trust Company, N.A., Dallas, Texas], currently serves as the paying agent for the Refunded Obligations as disclosed on Schedule I hereto; and WHEREAS, (which is not the depository bank of the City), is hereby appointed as the Escrow Agent(hereinafter defined) and as the Paying Agent/Registrar(hereafter defined)for the bonds; and WHEREAS, the Governing Body 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 refunding bonds herein authorized and being issued to realize debt service savings, and such refunding will result in a gross savings of$ and a net present value savings of$ ( %); and WHEREAS, the Governing Body hereby finds and determines that, pursuant to the authority provided by Chapter 1371 (defined herein), the delegation to the Authorized Officials (defined herein)with the authority to execute an"approval certificate" (a form of which is attached hereto as Schedule 11)to approve the final terms of a series of bonds issued hereunder 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: 139684845.7 -2- SECTION 1: Authorization — Designation — Principal Amount — Purpose. General improvement and/or refunding bonds 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"CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2024" (the Bonds), for the purpose of (i) providing funds for the purposes authorized at the Election; (ii) accomplishing the refunding of the Refunded Obligations; and (iii)paying the costs of issuing the Bonds,in conformity with the laws of the State of Texas,particularly Chapters 1207, 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 May 14, 2024, and the Election referenced in the preamble to this Ordinance. As authorized by Chapter 1207 and 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 one or more series of general improvement and/or refunding 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. whether such series of bonds shall be issued as general improvement, refunding, or improvement and refunding bonds, and if refunding or general improvement and refunding bonds, the identification and selection from the Refunding Candidates (defined herein) of those Issuer obligations to be included as the Refunded Obligations refunded with the proceeds of such series of bonds; 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 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 Bond 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 Issuer's financial advisor; G. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to each series of bonds; 139684845.7 -3- 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; and J. 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 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 $155,000,000, being the sum of "new money" Bonds (determined as the amount of principal of such Bonds allocated to the authorization approved by voters of the City at the Election)in the principal amount not to exceed $50,000,000, 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 $105,000,000; B. the maximum maturity of any series of Bonds shall not occur later than March 1, 2044; C. the true interest cost on each series of Bonds shall not exceed the maximum allowed by law; D. 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 3.00%; and E. the final series of Bonds hereunder issued shall be sold on or before May 14, 2025 (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 II. The execution of the Approval Certificate shall evidence the sale date of each series of Bonds by the Issuer 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 139684845.7 -4- structure and terms of sale evidenced in an applicable Approval Certificate, (C) if applicable, completion of Schedule I with those Refunding Candidates selected as Refunded Obligations to be refunded with the proceeds a particular series of Bonds issued as refunding bonds or refunding and 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, 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 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 — Bond Date. The Bonds are issuable in fully registered form only, shall be dated , 2024 (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 139684845.7 -5- The Bonds shall bear interest on the unpaid principal amounts from the [Bond/Closing Date (anticipated to occur on or about , 2024)], 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/September] 1, 20 , 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 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. 139684845.7 -6- 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 (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. SECTION 4: Redemption. A. Mandatory Redemption of Term Bonds. The Bonds stated to mature on March 1, 20 and March 1, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 139684845.7 -7- Term Bonds Term Bonds Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) Year Amount($) 20 20 20 20 20 20 *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 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 Bond 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. 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 139684845.7 -8- 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 its City Secretary. 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 139684845.7 -9- 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. 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 139684845.7 -10- 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 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.] 139684845.7 -1 1- 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 AND/OR REFUNDING BOND, SERIES 2024 Bond Date: Interest Rate: Stated Maturity: CUSIP No.: 2024 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 [Bond/Closing Date (anticipated to occur on or about , 2024)], 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/September] 1, 20 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. 139684845.7 -12- 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 (the Ordinance), for the purpose of(i)providing funds for the purposes authorized at the Election; (ii) accomplishing the refunding of the Refunded Obligations; and (iii)paying the costs of issuing the Bonds,under and in strict conformity with the laws of the State of Texas, particularly Chapters 1207, 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. As specified in the Ordinance, the Bonds stated to mature on March 1, 20 and March 1, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) Year Amount($) 20 20 20 20 20 20 *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 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 Bond 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 139684845.7 -13- 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 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 139684845.7 -14- 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 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.] 139684845.7 -15- 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.] 139684845.7 -16- 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. 139684845.7 -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 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.] 139684845.7 -18- 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 [Bond/Closing Date(anticipated to occur on or about 2024)], 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/September] 1, 20 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. 139684845.7 -19- 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 Financial Services, 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 139684845.7 -20- 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/September] 1, 20 , 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 May 14, 2024. 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 Financial Services 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 Refunding Candidates shall mean the following obligations of the City from which the Refunded Obligations are selected by a Pricing Officer: (1) City of Corpus Christi, Texas General Improvement Bonds, Series 2015, dated August 1, 2015, in the original principal amount of$90,520,000, and stated to mature on March 1 in each of the years 2026 through 2035, in the aggregate principal amount of $ to be redeemed on March 1, 2025; 139684845.7 -21- (2) City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2015, dated October 1, 2015, in the original principal amount of$61,015,000, and stated to mature on March 1 in each of the years 2026 through 2029, in the aggregate principal amount of$ , to be redeemed on March 1, 2025; (3) City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligations, Taxable Series 2015, dated October 1, 2015, in the original principal amount of $10,020,000, and stated to mature on March 1 in each of the years 2026 through 2035, in the aggregate principal amount of $ to be redeemed on March 1, 2025; and (4) City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligations, Series 2016, dated December 1, 2015, in the original principal amount of $2,000,000, and stated to mature on September 1, 2025, September 1, 2027, September 1, 2029, September 1, 2031, September 1, 2033, and September 1, 2035, in the aggregate principal amount of$ , to be redeemed on —, 202[ ]. O. 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 AND/OR REFUNDING BONDS, SERIES 2024, 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 139684845.7 -22- 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, 2024 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 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. 139684845.7 -23- 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, 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. 139684845.7 -24- 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. The Bonds 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 Bonds is not excludable from the gross income of the holders thereof for federal income tax purposes. 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 has the meaning set forth in Section 1.148-4 of the Regulations. 139684845.7 -25- 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: (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 (including property financed with Gross Proceeds of the Refunded Obligations), 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. 139684845.7 -26- 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: (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 139684845.7 -27- 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. J. Bonds Not Hedge Bonds. (1) At the time the Refunded Obligations were issued, the Issuer reasonably expected to spend at least eighty-five percent (85%) of the spendable proceeds of such bonds within three (3)years after such bonds were issued. (2) With respect to the new money portion of 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. (3) 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. [Current Refunding of the Refunded Obligations. The Bonds are being issued 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 Issuer 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 Issuer has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. Accordingly, the Issuer expects to invest the Bond proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions.] L. 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 139684845.7 -28- 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 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, 139684845.7 -29- 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 — Outstanding 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—Approval of Purchase Contract—Use of Bond Proceeds — Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold by the Issuer to , as the authorized representative of a group of underwriters (the Purchasers), having all the rights, benefits, and obligations of a Holder, in accordance with the provisions of a Purchase Contract, dated , 2024, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of . The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the Issuer. Each Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on behalf of the Issuer and as the act and deed of this Governing Body, and in regard to the approval and execution of the Purchase Contract, the Governing Body hereby finds, determines, and declares that the representations, warranties, and agreements of the Issuer contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the Issuer. 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 Issuer hereby ratifies, confirms, and approves in all respects (i) the Issuer'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, referenced in the Purchase Contract (together with such changes approved by a Pricing Officer), shall be and is hereby in all respects 139684845.7 -3 0- approved, and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary of the Issuer are further authorized and directed to manually execute and deliver for and on behalf of the Issuer 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 Statement authorized for distribution and use by the Purchasers. The proper officials of the Issuer 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 Bonds. Proceeds from the sale of the Bonds shall be applied as follows: A. The Issuer received a [net] reoffering premium from the sale of the Bonds of $ of which $ is attributable to the refunding portion of the Bonds (the Refunding Premium) and $ is attributable to the new money portion of the Bonds (the New Money Premium). The Refunding Premium is hereby allocated by the Issuer in the following manner: (i) $ shall be used to pay costs of issuance and contingency amount; (ii) $ shall be used to pay the Purchasers' discount; and (iii) $ shall be deposited into the hereinafter defined Escrow Fund to provide for the refunding of the Refunded Obligations as described in subsection B below. The New Money Premium is hereby allocated by the Issuer in the following manner: (i) $ shall be used to pay costs of issuance and contingency amount; (ii) $ shall be used to pay the Purchasers' discount; and (iii) $ shall be counted against the Issuer's voted authorization and deposited into the special construction account or accounts as described in subsection C below. B. $ (representing $ of principal and $ of the Refunding Premium allocated to the refunding of the Refunded Obligations as described in subsection A above) shall be deposited and expended pursuant to the Agreement (hereinafter defined). C. $ (representing $ of principal and $ of the New Money Premium allocated against the applicable voted authorization as specified in the table included in the preamble of this Ordinance and 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 10 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 11. SECTION 21: Escrow Agreement Approval and Execution. The Escrow and Trust Agreement, dated as of May 14, 2024, to be effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the Issuer 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 Ordinance for all purposes, is hereby approved as to form and 139684845.7 -3 1- content, and such Agreement in substantially the form and substance attached hereto as Exhibit C, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the Issuer, is hereby authorized to be executed by any Authorized Official and on behalf of the Issuer and as the act and deed of this Governing Body; and such Agreement as executed by said officials shall be deemed approved by the Governing Body and constitute the Agreement herein approved. Furthermore, each Authorized Official in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the"CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2024 ESCROW FUND" (the Escrow Fund, including the execution of the subscription forms for the purchase and issuance of the"United States Treasury Securities- State and Local Government Series",if any,for deposit to the Escrow Fund; all as contemplated and provided by the provisions of Chapter 1207, this Ordinance, and the Agreement. SECTION 22: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturity at the price of par plus accrued interest to their date of redemption. The Mayor shall give written notice to the Escrow Agent that all of the Refunded Obligations have been called for redemption, and the Governing Body orders that such obligations are called for redemption on the earliest optional redemption date that such Refunded Obligations are callable at par and without make- whole or other premium, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The Escrow Agent is authorized and instructed to provide the notice of redemption to the holders of the Refunded Obligations in the form and manner described in the ordinance authorizing the issuance of the Refunded Obligations. SECTION 23: 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. 139684845.7 -32- SECTION 24: 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 25: 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 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, 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 27: Inconsistent Provisions. All ordinances, orders, or 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. SECTION 28: Governing. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 29: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 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: 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 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 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. 139684845.7 -3 3- SECTION 33: 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 34: 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 E(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 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 139684845.7 -34- 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 35: 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 36: 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 37: 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 38: Continuinz 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 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. 139684845.7 -3 5- 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 2024, 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 F 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 F 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 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; 139684845.7 -3 6- (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; (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 139684845.7 -37- 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 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 139684845.7 -3 8- 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. 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 G, 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 139684845.7 -3 9- 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 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 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 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 40: 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, escrow agent, open market securities bidding agent,verification agent, 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 41: 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, 139684845.7 -40- Texas Business& Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 42: Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council adopts 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 the Bonds, such budget entries shall be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Representative, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 43: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 44: 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.] 139684845.7 41- PASSED, APPROVED AND ADOPTED on the 141h day of May, 2024. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 14th DAY OF MAY, 2024: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] Signature page to the Ordinance S-1 INDEX OF SCHEDULES AND EXHIBITS Schedule I— Schedule of 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—DTC Letter of Representations Exhibit F —Description of Annual Financial Information Exhibit G— General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 139684845.7 Index-I SCHEDULE I SCHEDULE OF REFUNDED OBLIGATIONS [To be completed based off the Refunding Candidates selected upon the sale of the respective series of obligations] 139684845.7 Schedule I-1 SCHEDULE II APPROVAL CERTIFICATE See Tab No. 139684845.7 Schedule II-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. 139684845.7 A-1 EXHIBIT B PURCHASE CONTRACT See Tab No. 139684845.7 B-1 EXHIBIT C ESCROW AGREEMENT See Tab No. 139684845.7 C-1 EXHIBIT D NOTICES OF REDEMPTION See Tab No. 139684845.7 D-1 EXHIBIT E DTC LETTER OF REPRESENTATIONS See Tab No. 139684845.7 E-1 EXHIBIT F 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 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. Tables 1 through 6 and 8 through 12 in 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. 139684845.7 F-I 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 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(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; 139684845.7 G-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. 139684845.7 C7-2 •� N +, O � N N r--a r--a •� •r--+ V cn O U w O � 4-1 O U CA � � N O M •bC � Q a� C� .� r-I O O u toN _0 Q) cn 'O0 -0 ` I Q) bn c6 4-j 0 a-J � C cn ._ •— U � . 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N (n i � z O (6 O +�--+ W = _ u o (n z Z N¢ N u< W a_ cam• un z 0 H un a so GO 0 yOgP00.p�'� is52 AGENDA MEMORANDUM First Reading for the City Council Meeting of April 23, 2024 Second Reading for the City Council Meeting of May 14, 2024 DATE: April 11, 2024 TO: Peter Zanoni, City Manager FROM: Alma I. Casas, Interim Director of Finance and Procurement almac@cctexas.com (361) 826-3610 Delegating the Authorization for the Issuance of Taxable Certificates of Obligation CAPTION: Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202413" for solid waste improvements in an amount not to exceed $10,605,000, 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 and certain other authorized officials to approve and execute documents relating to the issuance, sale and delivery of the certificates; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $10,605,000 of taxable Certificates of Obligations (CO) in support of improvements to the Solid Waste facilities. 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 $10,605,000 for the taxable CO's. 2) The true interest rate shall not exceed 6.00% per year. 3) Maximum maturity of March 1, 2044. 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 2023-2024 Capital Improvement Budget, several projects were budgeted to use COs totaling $50,005,000 for the funding of the projects. The projects include: Parks: South Bay Park $815,000 Solid Waste: C Valenzuela Gas Collection System — 3C $1,300,000 C Valenzuela Landfill Expansion 250,000 C Valenzuela Road Improvements 3,500,000 C Valenzuela Landfill Sector 2A Cells development 651,892 J Elliott Landfill Road Improvements 4,900,000 Streets: Alameda (Texan Trail to Chamberlain) 2,017,404 Everhart (Alameda to Staples) 2,080,797 Everhart (SPID to McArdle) 637,730 Everhart (Staples to McArdle) 848,176 Leopard St (Crosstown Expressway to Palm Dr) 1,000,000 McArdle (Kostoryz to Carroll Lane) 3,102,418 North Lexington (Leopard to Hopkins) 2,731,613 Facilities: City Hall Council Chambers Renovations Ph.1/Ph.2 625,540 City Hall Fencing and Gates 608,180 City Hall Lighting Improvements 217,904 City Hall Parking Lot 830,887 City Hall Roof 480,000 Facilities Administrative Offices 495,975 Fleet Administrative & Parts Facility 556,062 Fleet Vehicle Wash Facility 186,682 Fire: Fire Dept HQ-Dev Svcs Foundation Repair 53,338 Fire Station No. 3 6,680,000 Police: Police Headquarters 400,000 Police Training Academy 12,207,536 Public Health: Public Health Department Building Improvements 2,825,140 Total $52,002,274 The total amount to be funded with CO's is an amount not to exceed $50,005,000. Of this amount $10,605,000 will be taxable bonds for Solid Waste projects with $10,605,000 being self-supported by Solid Waste revenue and $39,400,000 will be tax-exempt bonds supported by property taxes. State law requires that a notice of intention be published when COs are to be sold. The City Council approved the Notice of Intention on March 19, 2024. The required notice was advertised in the Corpus Christi Caller-Times on Sunday, March 24, 2024, and Monday, April 1, 2024. Issuing bonds is a multi-step process. Staff will meet with rating agencies on the weeks of April 181" and April 241", with expected ratings issued on May V and May 101" The sale of the bonds is expected in mid-May depending on market conditions with the financing closing in July. 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 $10,605,000 in bond proceeds for use on solid waste facility improvements approved in the FY2024 CIP budget. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202411" IN AN AMOUNT NOT TO EXCEED $10,605,000, 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 $50,005,000 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 administrative facilities and signage, including renovations and improvements to City Hall and a new public works department facility for City vehicles, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public health facilities and signage, including renovations and improvements to the City's public health department building, (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Training Academy and a new fire station, (d) designing, demolishing, 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, (e) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities,including landfill site development, a gas collection and control system, and related road improvements, and (f) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including South Bay Park and City golf courses; (2)the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes; 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 139320888.5 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 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 Governing Body hereby finds and determines that, pursuant to the authority provided by Chapter 1371 (defined herein), the delegation to the Authorized Officials (defined herein)with the authority to execute an"approval certificate" (a form of which is attached hereto as Schedule I)to approve the final terms of a series of bonds issued hereunder is in the best interest of the City; 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 202413" (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: (i) constructing, acquiring, purchasing, renovating, enlarging, and improving the City's solid waste facilities, including landfill site development, a gas collection 139320888.5 -2- and control system, and related road improvements; (ii) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (iii) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes; and(iv)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 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 $10,605,000; 139320888.5 -3- B. the maximum maturity of the certificates of obligation shall not occur later than March 1, 2044; C. the true interest cost on the certificates of obligation shall not exceed the maximum allowed by law; and D. the certificates of obligation hereunder issued shall be sold on or before May 14, 2025 (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 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 June [12], 2024 (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 139320888.5 -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 June 12, 2024), 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, 2025 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 139320888.5 -5- 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 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 Certificates stated to mature on March 1, 20 and March 1, 20 are referred to herein as the "Term Certificates". The Term 139320888.5 -6- 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 Term Certificates Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) 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 139320888.5 -7- 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 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, 139320888.5 -8- 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 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. 139320888.5 -9- 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. 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 139320888.5 -10- 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 Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 139320888.5 -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 2024B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June [12], 2024 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 June 12, 2024), 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, 2025 (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. 139320888.5 -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: (i) constructing, acquiring, purchasing, renovating, enlarging, and improving the City's solid waste facilities, including landfill site development, a gas collection and control system, and related road improvements; (ii) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (iii) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of- way for authorized needs and purposes; and (iv) 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 Certificates stated to mature on March 1, 20 and March 1, 20 are 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 Term Certificates Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) 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. 139320888.5 -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, 139320888.5 -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. 139320888.5 -15- [The remainder of this page intentionally left blank.] 139320888.5 -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.] 139320888.5 -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. 139320888.5 -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.] 139320888.5 -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 CE RISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2024B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June [12], 2024 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 June 12, 2024), 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, 2025 (each, an Interest Payment Date). 139320888.5 -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 202413" 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. 139320888.5 -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. 139320888.5 -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, 2025, 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) (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 (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 139320888.5 -23- (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) "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; and (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) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A", dated July 11, 2023, in the original amount of$5,880,000; and (13) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2023B", dated July 11, 2023, in the original amount of$8,560,000; and 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: 139320888.5 -24- (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. 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 Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Y. 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. Z. 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 139320888.5 -25- subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. 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 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 2024A", 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 2024B 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 139320888.5 -26- 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 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: 139320888.5 -27- (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 (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 139320888.5 -28- 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 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 139320888.5 -29- 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 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 139320888.5 -3 0- 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 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 139320888.5 -3 1- 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), 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 139320888.5 -32- 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. 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. 139320888.5 -3 3- 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. 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 Robert W. Baird&Co.Incorporated, as the authorized representative of a group of underwriters at a negotiated sale (the Purchasers, having all the rights, benefits, and obligations of a Holder)in accordance with the provisions of a Purchase Contract, dated May 15, 2024 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the Robert W. Baird & Co. Incorporated. 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 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 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 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 Certificates. 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 Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated May 15, 2024, in the reoffering, sale and delivery of the Certificates 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. The proper officials of the City are hereby authorized to execute and deliver 139320888.5 -34- a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. 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, which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $ shall be deposited to the project construction fund. (3) The amount of$ (being principal of the Certificates in the amount of $ and a portion of the [net]reoffering premium in the amount of$ as described above), derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. 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. The governing body of the City hereby appropriates from this special construction account funds necessary to undertake these capital projects for which the Certificates are issued (being those projects described in Section 1 hereof). 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. SECTION 27. 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 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. 139320888.5 -3 5- 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, 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 139320888.5 -3 6- 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 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. 139320888.5 -37- 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. 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 139320888.5 -3 8- 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. 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 2024,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 139320888.5 -3 9- 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; (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; 139320888.5 -40- (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. 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 139320888.5 -41- 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 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. 139320888.5 -42- 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 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 139320888.5 -43- 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 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. 139320888.5 -44- SECTION 47. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council adopts 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 the Certificates, such budget entries shall 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 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.] 139320888.5 -45- PASSED AND ADOPTED on the 14th day of May, 2024. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 14th day of May, 2024: Miles Risley, City Attorney (CITY SEAL) Signature page to the Ordinance S-1 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B —Purchase Contract 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.] 139320888s Index-I SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. 139320888.5 I-I EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 139320888.5 A-1 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. 139320888.5 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. 139320888.5 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 139320888.5 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; 139320888.5 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. 139320888.5 E-2 •� N +, O � N N r--a r--a •� •r--+ U � o • U 4-1 �i CAU O � o N V � � •bA U x H a� •.= a� oo O � � Cn o ago X Ln U >� � `~ cn � "o ' bn • �� U � � � O U O U ro O C Q) CL ca > -0 � ca bn t�10 ro -0 >O O Q (� v 00 ca 4 CL C O ca O +-J M " • C � s y4 � •° �`' a� � � ° mac OU _ >' N cao .— E •— •— U > Q i p U m oC O 0- U E422 H mu I C (a) Ca V) C6 •— �_ O O O w O w O O O O ri O -1 ri a-+ O OM cV Ln OLn l0 m l00 V Ca rj �' cY'j � O (� CAA —77 04- O a) E o +, E O-� O 0- 0 O > — ft. v . � Lnro m V - ( O � v rq a� > 0 0 U w V) ca x o X U ca 0 -0 0 O M ro o M oc +, (7 w or. w — M M M M 0 co N N N N J U +-+ v (1) v v O U > > > > — (a) w VJ Q u U U U U • c O +� O O •� %4— U ° •N U c 'i V) O O n , Ul •u CAA � W ,V) O U V o �--i a-J a.., N Ca a--+ � Ca L U C:_ L C1A O ° _O N 0 v N O O �O rr^^ > O ca cn V J O Q O0- 0 Wp F� ate-+ M O M _0 O V) z M O i %4— O O ca • • v •Q U _ C1A �l...L..� O O z i 4-j -0 ca I m ;- Ln L U V J c4-Ji� 'tLo N O N N O O4 O O N N N N 0 ��-I N M R*s l0 N U U N N r-I a-J T-I L L � •i �� � QJ .0 U }, \ � L vn U �1 ,Re2mo -taco 0 U O r � CDOV N E 0) (]fco CC) co .� N a� Mo.� o � - N N �� z3 x � E cl N ti �4 � H � C) c mQ .Q � � a N Q O _ � o � of O U M Ln � O 7 � L .- cc) i 0 5 w r- � o v' � � x � E > c U M mz D o U > 0) a O U R L,L mV♦ _N x c R x F— (ao .� N O L �~ s UA U w N U zu cc w> CJ U) z L ZN d U CL LZ� N J o CD m> C N U O J tom.) N_a J u R O Q z Ua w 0 a w w H � F t0 M o }' W LL ° a-. U 0) N O a .6 0 > LL C: 0 p O O ca Q L (n W W � N a-- M CLCL M � u) Q � 70 U } N LL E N Z 0 U O J o •0 O O w Z fn W � U N !Q X `� aD •� � m o ca C6 Q H o 3: p — L' ° 70 70 Q o co -_0o w cn O � o v p LU O i Q U � V N O o 4- N 0 a (a p X N O ) � zu y C6 N N (D 4L u Q N V O (u N zw U ~ ;_ Z (n U) z> 4-+ - •i u o (� Z I I I CL ._ 70 70 a k N¢ O LL a a= u¢ W A a- U �LL cam• un z 0 H un a so GO 0 yOgP00.p�'� is52 AGENDA MEMORANDUM First Reading for the City Council Meeting of April 23, 2024 Second Reading for the City Council Meeting of May 14, 2024 DATE: April 11, 2024 TO: Peter Zanoni, City Manager FROM: Alma I. Casas, Interim Director of Finance and Procurement almac@cctexas.com (361) 826-3610 Delegating the Authorization for the Issuance of Tax-Exempt Certificates of Obligation CAPTION: Consistent with the FY 2024 approved Three-Year Capital Improvement Plan approved by the Corpus Christi City Council on September 5, 2024Consideration and approval of ordinance authorizing the issuance of City of Corpus Christi, Texas combination tax and limited pledge revenue certificates of obligation, series 2024A"for improvements to public safety facilities in an amount not to exceed $39,400,000, 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 and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of the certificates; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $39,400,000 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 $39,400,000 for the COs. 2) The true interest rate shall not exceed 5.00% per year. 3) Maximum maturity of March 1, 2044. 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 2023-2024 Capital Improvement Budget, several projects were budgeted to use COs totaling $50,002,274 for the funding of the projects. The projects include: Parks: South Bay Park $815,000 Solid Waste: C Valenzuela Gas Collection System 1,300,000 C Valenzuela Landfill Expansion 250,000 C Valenzuela Landfill Road Improvements 3,500,000 C Valenzuela Landfill Sector 2A Cells dev 651,892 J Elliott Landfill Road Improvements 4,900,000 Streets: Alameda (Texan Trail to Chamberlain) 2,017,404 Everhart (Alameda to Staples) 2,080,797 Everhart (SPID to McArdle) 637,730 Everhart (Staples to McArdle) 848,176 Leopard St (Crosstown Expressway to Palm Dr) 1,000,000 McArdle (Kostoryz to Carroll Lane) 3,102,418 North Lexington (Leopard to Hopkins) 2,731,613 Facilities: City Hall Council Chambers Renovations Ph.1/Ph.2 625,540 City Hall Fencing and Gates 608,180 City Hall Lighting Improvements 217,904 City Hall Parking Lot 830,887 City Hall Roof 480,000 Facilities Administrative Offices 495,975 Fleet Administrative & Parts Facility 556,062 Fleet Vehicle Wash Facility 186,682 Fire: Fire Dept HQ-Dev Svcs Foundation Repair 53,338 Fire Station No. 3 6,680,000 Police: Police Headquarters 400,000 Police Training Academy 12,207,536 Public Health: Public Health Department Building Improvements 2,825,140 Police Training Academy 6,300,000 Total $50,002,274 The total amount to be funded with COs is an amount not to exceed $50,005,000. Of this amount, $10,605,000 will be taxable bonds for Solid Waste projects with $10,605,000 being self-supported by Solid Waste revenue and $39,400,000 will be tax-exempt bonds supported by property taxes. State law requires that a notice of intention be published when COs are to be sold. The required notice was advertised in the Corpus Christi Caller-Times on Sunday, March 24, 2024, and Monday, April 1, 2024. Issuing bonds is a multi-step process. Staff will meet with rating agencies in the weeks of April 151" and April 22nd with expected ratings to be issued on May 31d and May 101". The sale of the bonds is expected in mid-May depending on market conditions with the financing closing in July. 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 $39,400,000 in bond proceeds for use on streets, facilities, fire, police, and public health improvements approved in the FY2024 CIP budget. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Project List Notice of Intention ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2024A" IN AN AMOUNT NOT TO EXCEED $39,400,000, 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 $50,005,000 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 administrative facilities and signage, including renovations and improvements to City Hall and a new public works department facility for City vehicles, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public health facilities and signage, including renovations and improvements to the City's public health department building, (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Training Academy and a new fire station, (d) designing, demolishing, 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, (e) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities,including landfill site development, a gas collection and control system, and related road improvements, and (f) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including South Bay Park and City golf courses; (2)the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes; 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 136274698.5 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 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 Governing Body hereby finds and determines that, pursuant to the authority provided by Chapter 1371 (defined herein), the delegation to the Authorized Officials (defined herein)with the authority to execute an"approval certificate" (a form of which is attached hereto as Schedule I)to approve the final terms of a series of bonds issued hereunder is in the best interest of the City; 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 2024A" (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: (i) constructing, acquiring, purchasing, renovating, enlarging, and improving City administrative facilities and signage, including renovations and improvements to City Hall and a new public works department facility for City vehicles; (ii)constructing, acquiring, purchasing, renovating, enlarging, and improving City public health facilities and signage, 136274698.5 -2- including renovations and improvements to the City's public health department building; (iii) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Training Academy and a new fire station; (iv) designing, demolishing, 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; (v) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including South Bay Park; (vi) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes; and (vii) 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 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, 136274698.5 -3- 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 $39,400,000; B. the maximum maturity of the certificates of obligation shall not occur later than March 1, 2044; C. the true interest cost on the certificates of obligation shall not exceed the maximum allowed by law; and D. the certificates of obligation hereunder issued shall be sold on or before May 14, 2025 (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 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 June [12], 2024 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities)in accordance with the following schedule: 136274698.5 -4- Years of Principal Interest Stated Maturity Amounts ($) Rates The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about June 12, 2024), 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, 2025, 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 136274698.5 -5- 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 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 136274698.5 -6- 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: 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. 136274698.5 -7- 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 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. 136274698.5 -g- 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 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 136274698.5 -9- 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. 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. 136274698.5 -10- 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 Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 136274698.5 -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, SERIES 2024A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June [12], 2024 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 June 12, 2024), 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, 2025 (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. 136274698.5 -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: (i) constructing, acquiring, purchasing, renovating, enlarging, and improving City administrative facilities and signage, including renovations and improvements to City Hall and a new public works department facility for City vehicles; (ii) constructing, acquiring, purchasing, renovating, enlarging, and improving City public health facilities and signage, including renovations and improvements to the City's public health department building; (iii) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Training Academy and a new fire station; (iv) designing, demolishing, 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; (v) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including South Bay Park; (vi)the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes; and(vii)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, 136274698.5 -13- 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 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 136274698.5 -14- 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 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 136274698.5 -15- 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.] 136274698.5 -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.] 136274698.5 -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. 136274698.5 -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.] 136274698.5 -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 CE RISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2024A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June [12], 2024 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 June 12, 2024), 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, 2025 (each, an Interest Payment Date). 136274698.5 -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, SERIES 2024A" 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. 136274698.5 -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. 136274698.5 -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 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, 2025, 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, Taxable Series 2015", dated October 1, 2015, in the original amount of$10,020,000; and (2) "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 (3) "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 (4) "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 (5) "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 (6) "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 136274698.5 -23- (7) "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 (8) "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; (9) "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; (10) "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; (11) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A", dated July 11, 2023, in the original amount of$5,880,000; (12) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2023B", dated July 11, 2023, in the original amount of$8,560,000; and (13)Upon issuance, the Certificates and the Taxable Series 2024B 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: 136274698.5 -24- (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. 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 Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Y. 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. Z. The term Series 2024 Bonds shall mean the"City of Corpus Christi, Texas General Improvement Bonds, Series 2024", authorized and issued pursuant to an ordinance adopted concurrently herewith. 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 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 136274698.5 -25- 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. 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 Taxable Series 2024B Certificates shall mean the"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202413", 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 2024A 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 136274698.5 -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 136274698.5 -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 136274698.5 -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 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 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 136274698.5 -29- 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 in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus 136274698.5 -3 0- 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), shall not in any event be construed to be payable from the Pledged Revenues authorized by this 136274698.5 -3 1- 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. 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. 136274698.5 -3 2- 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. 136274698.5 -3 3- 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 Robert W. Baird&Co.Incorporated, as the authorized representative of a group of underwriters at a negotiated sale (the Purchasers, having all the rights, benefits, and obligations of a Holder)in accordance with the provisions of a Purchase Contract, dated May 15, 2024 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the Robert W. Baird & Co. Incorporated. 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 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 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 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 Certificates. 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 Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated May 15, 2024, in the reoffering, sale and delivery of the Certificates 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. 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 Certificates. 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, which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $ shall be deposited to the project construction fund. (3) The amount of$ (being principal of the Certificates in the amount of $ and a portion of the reoffering premium in the amount of $ as described above), derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the 136274698.5 -3 4- special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. 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. The governing body of the City hereby appropriates from this special construction account funds necessary to undertake these capital projects for which the Certificates are issued (being those projects described in Section 1 hereof). 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. 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. 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. 136274698.5 -3 5- 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 and the Series 2024 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 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 136274698.5 -3 6- 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 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 136274698.5 -3 7- 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 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 136274698.5 -3 8- 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, 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 136274698.5 -3 9- 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 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, 136274698.5 -40- 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. 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 136274698.5 -41- 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. 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 2024,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 136274698.5 -42- 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; (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; 136274698.5 -43- (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. 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 136274698.5 -44- 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 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 136274698.5 -45- 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 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 136274698.5 -46- 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 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) 136274698.5 -47- 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 adopts 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 the Certificates, such budget entries shall 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 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. 136274698.5 -48- [The remainder of this page intentionally left blank.] 136274698.5 -49- PASSED AND ADOPTED on the 14th day of May, 2024. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 14th day of May, 2024: Miles Risley, City Attorney (CITY SEAL) Signature Page to the Ordinance S-1 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B —Purchase Contract 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.] 136274698s Index-1 SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. 136274698s Index-I EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 136274698.5 A-1 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. 136274698.5 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. 136274698.5 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 136274698.5 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; 136274698.5 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. 136274698.5 E-2 +, O � N N ..� r--a r--a O ' U � u � O +1 o CAU u O � O � 'bC � a � Q a� x w x H a� •_ to 00 O U C= — cn 0 bn X O U E +� ca � NO _ C CL p Q > -0 too _ .c 00 • r--� t�JO •— +, > 0 ca ca +-J MCL U O � � r � " 'Q C � � sca � a � � c 0 pO ca � .O .� 'v ro .— E U ,� •� — (, ..� ass •- O •— +, O LL +, p a-J ca p +� p U ca oC O 4- U E 422 H mu c -0 ^ U O ° •- 4-1 a-j V ca � .ago o � Do p O vi [—� V) lz:l- •°' C� ca U U Ca U • +-+ X cu a 14� E O X o � woo X 12 o o U C •— � o � •- • 't r- 0k.0 w m 0 O 00 O O w 0 0lzt r- 0 ui N N O N O m M n -A -i O O M O Cm 00 O 00 O I� lD CO 00 n n _A .;t w O O M O O Ln V1 -i m 00 O m O w -i M I� O n 00 N .--I O Lf1 M O O ^ V1 CO I- O O Lfl lD l0 Uf1 O .A 00 m zt O M O -A u1 00 O O N O -A M 00 01 Ln 00 N O O O w 00 -A n O 00 t/? w -:t N W W N 00 -:t t Ln -A 00 -tt N N t/? t/? (y N .--I t/? l0 t/} N t/} tn� tn� t/} tn� tn� tn� tn� N Q1 t/} t/? t/} t/? t/} t/? .-I t/} M H O H M L O d E c\-I c > O d O N L > Q r w O r / ' L O Q a) > OA (a O L C +�.+ N V � V J x L a, CU a, W a a o ° c a v E > °�° ^ , U a v v O � +� • O o cac o o 0 _0 co a Q +, o v 1 L f0 G N J fa Ca O > -C (a J NCL C a1 a) 0 Y c U V).a V3.a Vja j w o Q Ncl +� a) L O m C CT S iri c 'u +' E o � '=_ U W a oc Q E iE v Vl L L L J m 0 _ •U a) fa (a fa L Ca (a n3 f6 (6 = U LL 2 m m m 2 L Q E a L L ui = v >. >. > > >. .7 v v -z (n U U U U U U W W W CLQ a r� 1, c O +� O O — •� %4- O •U U U •N u 'i (� O O O U 0- m a-j A ` UlLOD U U V o •0 0 O 4 O 0- 0- N � o o 0 ° a--+ O U Qro ca a--+ O _0O V z O %4- O O ca • • v •Q U _ C1A �l...L..� O O z i 4-j -0 ca I m ;- Ln L U V J c4-Ji� 'tLo N O N N O O4 O O N N N N 0 ��-I N M R*s l0 N U U N N r-I a-J T-I L L � •i �� � QJ .0 U }, \ � L vn U �1 ,Re2mo -taco 0 U OrI-- O OV N E 0) (]fco CC) (D — N N cl CN ti �4 � H � C) c mQ .Q � � a N Q O _ � o � of O U M Ln � O 7 .� L .- cc) X w > c U M mZ D o U > 0) a O U R LL V O m x F— O %*-- 0% O M� N A-1 N U) ca ■ L s u� C� Zu N W- CD N Z LL.� N CL Uo = m> R o 0 J 0 N¢ J O Q u Ua w aZ � cn LL V a 00 cM co ~ _ M4-0 ~ o a c� K W O LL LU L ° U cn O a 0 O O LL Q i cn O W c � y o ( n Q co7C3 m +. i � � 0 c� as a 4 Q N Z `- — p N U otf .m = O 4-- J o to .— LL H G� O LU = N i >+ LU a Z Cf) a a v • U O cn � N 0 N G Cfl N O O (� .y O (n O N O — p O p O 4-0 p It N Q cc C) -a 04 4f} � CD O 0O Q O W O N O U O X Q) N Z (D X O O O ca z +r N u U N v Z (n °6 9. +-+ p := i u M LU N mw .(� Z V Qo Q � O N¢ a r W i III [^i T III V � IJ cam• un z 0 H un a s cr �o � 0 fa y9gP00.pE� zs52 AGENDA MEMORANDUM First Reading for the City Council Meeting of April 23, 2024 Second Reading for the City Council Meeting of May 14, 2024 DATE: April 11, 2024 TO: Peter Zanoni, City Manager FROM: Alma I. Casas, Interim Director of Finance and Procurement almac@cctexas.com (361) 826-3610 Delegating the Authorization for the Issuance of Utility System Revenue Improvement Bonds CAPTION: Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of 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 $186,090,000 and refinancings in an amount not to exceed $100,000,000 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 and certain other authorized officials to approve and execute documents relating to the issuance; and providing an effective date SUMMARY: The City intends to issue $186,090,000 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 $100,000,000 for current refundings and 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 $286,090.000. 2) The true interest rate shall not exceed 5.50% per year. 3) Maximum maturity of July 15, 2054. 4) Minimum net savings on the refunding of$2,600,000. 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 $186,090,000 to fund Water, Wastewater, Gas, and Stormwater projects included in the Capital Improvement plan. In addition to the project funding, the City may issue bonds in an amount not to exceed $100,000,000 for up to $100,000,000 in current refunding. The current refunding will be for savings and the City will only move forward with these transactions if the savings achieved exceed a minimum savings of $2,600,000. Issuing bonds is a multi-step process. Staff will meet with rating agencies during the weeks of April 18t" and April 24t", with expected ratings issued on May 3rd and May 10t". The sale of the bonds is expected in mid-June depending on market conditions with the financing closing in July. 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 $186,090,000 in bond proceeds for use on utility system improvements approved in the CIP budget and possibly refund bonds totaling $100,000,000 for savings. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE 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 $186,090,000 AND REFINANCINGS IN AN AMOUNT NOT TO EXCEED $100,000,000, 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, AND 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 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 139702350.5 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 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 139702350.5 -2- 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$ with respect to the Refunded Obligations; and WHEREAS, the Governing Body hereby finds and determines that, pursuant to the authority provided by Chapter 1371,the delegation to the Authorized Officials (defined herein)with the authority to execute an "approval certificate" (a form of which is attached hereto as Schedule I) to approve the final terms of a series of bonds issued hereunder 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 REFUNDING BONDS, SERIES 2024 (the Bonds), pursuant to this ordinance adopted by the City Council(the Ordinance)for the purpose of(1)designing,planning,building,improving, extending,enlarging, and repairing the System, (11)discharging and making final payment of the Refunded Obligations, and (111) 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 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 (defined herein) of those City obligations to be included as the Refunded Obligations refunded with the proceeds of such series of bonds; 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 letter or other 139702350.5 -3- 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 $286,090,000, being the sum of"new money"Bonds in the principal amount not to exceed$186,090,000,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$100,000,000; 139702350.5 -4- B. the maximum maturity of any series of Bonds shall not occur later than July 15, 2054; 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 1.50%,taking into account any City contribution; and D. the true interest cost on each series of Bonds shall not exceed a rate greater than 5.50%per annum; E. the final series of Bonds hereunder issued shall be sold on or before May 14,2025 (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 II_ 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 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 June [18], 2024(the Dated Date);shall be in denominations of$5,000 or any integral multiple thereof,shall be lettered "R-" and numbered consecutively from One (1) upward; and principal shall become due and payable on July 15 in each of the years and in principal amounts(the Stated Maturities)and bear interest on the unpaid principal amounts from the Closing Date(anticipated to occur on June 18,2024),or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Stated Maturities Jul 15 Principal Amounts ($) Interest Rates (%) 139702350.5 -5- Stated Maturities Jul 15 Principal Amounts ($) Interest Rates (%) 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, 2025,while the Bonds are Outstanding. SECTION 3. Payment of Bonds -Interest Payments-Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder(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 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 (1) a national or state banking institution or(11) 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. 139702350.5 -6- 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(1)on the Record Date (defined herein)for purposes of payment of interest thereon and(11)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 (1)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(11)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 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 139702350.5 -7- 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 (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (11) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund,or(111) 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 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 139702350.5 -8- 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 (1) specify the date of redemption for the Bonds, (11) 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, (111) 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(1)to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (11)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 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 139702350.5 -9- 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. 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 (1) 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(11) 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. 139702350.5 -10- 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.) 139702350.5 -1 1- 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 REFUNDING BONDS, SERIES 2024 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: June [18],2024 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 June 18, 2024) 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, 2025. 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 (the Ordinance), for the purpose of (1) designing, planning, building, improving, extending, enlarging, and repairing the System, (11) discharging and making final payment of the Refunded Obligations, and (111) 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 139702350.5 -12- 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 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 (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (11) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund,or(111) 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 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 139702350.5 -13- 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 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 (1) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (11) on the date of surrender of this Bond as the owner hereof for 139702350.5 -14- purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (111) 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] 139702350.5 -15- 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.) 139702350.5 -16- 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 E. Form of Assignment. ASSIGNMENT 139702350.5 -17- 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.) 139702350.5 -18- 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 June 18, 2024), 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, 2025. 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] 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: (1)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; 139702350.5 -19- (11) 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 (111)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 (1)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 (11) 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 (1) 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 (11) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. D. 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 139702350.5 -20- 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 REFUNDING BONDS, SERIES 2024", dated June [18], 2024, 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,security,or payment of any obligation authorized by Chapter 1371, as amended, Texas Government Code, and which includes any Credit Facility. N. The term Credit Facility shall mean(1)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 (11) 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 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 139702350.5 -21- 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(1) 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 (11) 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. Q. The term Debt Service Requirements shall mean,as of any particular date of computation, with respect to any obligations and with respect to any period,the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of,premium, if any, and interest(to the extent not capitalized)on such obligations; assuming,in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (1) 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(11)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. R. The term Depository shall mean an official depository bank of the City. S. 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. T. 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 139702350.5 -22- by the City,presently being that period commencing on October 1 of each year and ending on the following September 30. U. The term Government Securities shall mean: (1)direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, or (11) 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 (1) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (11) 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; (111) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. V. 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 subject to payment to the United States of America as rebate pursuant to section 148 of the Code. W. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. X. The term Inferior Lien Obligations shall mean(1) 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 (11) 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. Y. 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, 2025,while any of the Bonds remain Outstanding. Z. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. AA. 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 139702350.5 -23- 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,depletion,obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. BB. The term Ordinance shall mean this Ordinance adopted by the City Council on May 14, 2024 authorizing the issuance of the Bonds. CC. 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. DD. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein-permitted successors and assigns. EE. 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; (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; 139702350.5 -24- (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; (17) "City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement and Refunding Bonds, Series 2023", dated July 20, 2023, in the original principal amount of $138,320,000; and (18) Upon issuance,the Bonds. 139702350.5 -25- FF. 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. GG. 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). HH. The term Prudent Utility Practice shall mean any of the practices,methods and acts,in the exercise of reasonable judgment,in the light of the facts,including but not limited to the practices,methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto,known at the time the decision was made,would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice,method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term "Prudent Utility Practice", as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. II. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. JJ. 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 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$23,965,000, to be redeemed on 12024. KK. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. LL. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. NM. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. NN. The term Senior Lien Obligations shall mean(1)the Previously Issued Parity Obligations, (11) any Additional Senior Lien Obligations, and (111) 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,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. 00. The term Senior Lien Pledged Revenues shall mean (1) the Net Revenues plus (11) any additional revenues, income, receipts, or other resources including, without limitation, any grants, 139702350.5 -26- 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. PP. 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. QQ. 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. RR. The term Subordinate Lien Obligations shall mean (1)the Previously Issued Subordinate Lien Obligations, (11) any Additional Subordinate Lien Obligations, and (111)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. SS. 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 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. TT. The term System Fund shall have the meaning given such term in Section 12 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 139702350.5 -27- 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 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 139702350.5 -28- 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. 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 10'day of each month,beginning on or before the 10'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 139702350.5 -29- 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 provided until such time as (1)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(11)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 forthe 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(11)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 ofthe 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 Amount is $ (inclusive of the Bonds). Of this amount,$ representing the increase in the Required Reserve Amount attributable to the issuance of the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this 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 10'day 139702350.5 -3 0- 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 10'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 10' day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the 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 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 139702350.5 -3 1- 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(1)such time as the Reserve Fund contains the Required Reserve Amount or (11) 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 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. 139702350.5 -32- 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. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds;that all action on its part for the issuance of the Bonds has been duly and effectively taken,and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1)It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner;and(2)it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner,consistent with Prudent Utility Practice,and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands,buildings, structures and facilities constituting the System,that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the 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 139702350.5 -3 3- 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 (1) that system within the System of which the property or facilities comprises a part thereof and (n) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith,at the option of the City (1) be used to redeem or purchase Debt, or (11) 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. 139702350.5 -34- (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. (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: 139702350.5 -3 S- 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 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 (1)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 (11)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)(1)and(11) 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 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. 139702350.5 -3 6- (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: (1) 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(11)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)(1) and (11) 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)(1) and (11) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (1)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 ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (11) 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 139702350.5 -37- 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)(1) 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. 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 139702350.5 -3 8- 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 (1)the plan for developing the Special Project is consistent with sound planning, (11)the Special Project would not materially and adversely interfere with the operation of the System, (111) 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 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 139702350.5 -3 9- 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 (1)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(11)there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless,then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser,the City shall execute and, upon its request,the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable,the City in its discretion may, instead of issuing a new Bond,pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses(including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude(to the extent lawful)all other rights and remedies with respect to the replacement and payment of mutilated,destroyed, lost, or stolen Bonds. SECTION 28. Sale of Bonds — Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to Ramirez & Co., Inc., 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 May 23, 2024 (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 Ramirez&Co.,Inc. 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 (1)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 (11)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 139702350.5 -40- 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 May 23,2024, 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: 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: (1) $ shall be used to pay costs of issuance; (11) $ shall be used to pay the Purchasers' discount; (iii) $ , representing the rounding amount, shall be deposited into the Bond Fund,and(iv) $ 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: (1) $ shall be used to pay costs of issuance; (11) $ shall be used to pay the Purchasers' discount;and(iii)$ shall be deposited into the Escrow Fund as described in Section 30 below. B. $ (representing $ 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 $ of principal and $ of the [net] reoffering premium as described in subsection A above) 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. 139702350.5 -41- Additionally,the Pricing Officer shall determine the amount,if any,of any City contribution to the refunding 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. Reserved. SECTION 30. Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust Agreement dated as of May 14,2024(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 2024 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 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 deemed 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. 139702350.5 -42- 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 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. 139702350.5 -43- 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 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 (1) in the case of a Final Computation Date as defined 139702350.5 -44- in Section 1.148-3(e)(2)of the Regulations, one hundred percent(100%)of the Rebate Amount on such date; and (11) 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 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 City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were 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 139702350.5 -45- 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 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: (1)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 (11) 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 parry 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 (1) or (11) 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 ofthe 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(1) or (11) above with 139702350.5 -46- 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. 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. 139702350.5 -47- SECTION 42. SeverabilL. 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 apart 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 Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 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: EMAIM 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 2024, 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 139702350.5 -48- available. Any financial statements so to be provided shall be (1) 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 (11) 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; (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; 139702350.5 -49- (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 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. 139702350.5 -50- 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 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 139702350.5 -51- 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). 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 (1)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (11)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 (111)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. 139702350.5 -52- 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 corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (1) 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, (11) obtain a rating from any of the national bond rating agencies, or(111) 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 Pa. mom. To the extent that the City Council adopts 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 the Bonds, such budget entries shall be automatically adjusted to reflect actual debt service payments on those Bonds or any Previously Issued Parity Obligations 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. Reserved. 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 ofthe plural number shall be considered 139702350.5 -53- 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, 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.] 139702350.5 -54- SIGNED AND SEALED THIS DAY OF ,2024. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS DAY OF 2024: Miles Risley, City Attorney Signature page to the Ordinance 5-55 INDEX TO SCHEDULES AND EXHIBITS Schedule I......................Refunded Obligations Schedule IL...................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 SCHEDULEI Schedule of Refunded Obligations 1. City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Taxable Series 2020B", dated July 15, 2020, in the original principal amount of$183,635,000, and stated to mature on July 15 in each of the years 2025 through 2036 in the aggregate principal amount of$88,675,000, to be redeemed on , 2024. 139702350.5 Schedule 1-1 SCHEDULEII Approval Certificate See Tab No. 139702350.5 Schedule 11-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 139702350.5 A-1 EXHIBIT B Purchase Contract See Tab No. 139702350.5 B-1 EXHIBIT C Escrow Agreement See Tab No. 139702350.5 C-1 EXHIBIT D Notices of Redemption See Tab No. 139702350.5 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 22 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. 139702350.5 E-1 EXHIBIT F DTC Letter of Representations See Tab No. 139702350.5 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 subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies, processes,and procedures to ensure compliance therewith.Adherence to these internal policies,processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non- exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City's compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs(15)and(16)to Section 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; 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 ofthe 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; 139702350.5 G-I 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. 139702350.5 G-2 EXHIBIT H Form of Reimbursement Agreement Not applicable 139702350.5 H-1 •� N +, O � N N r--a r--a •� •r--+ u O u 4-1 o o U � � o � O � � O � c� •bA U • W U N >`O 0 -0 cn Q) v' O -0 N 4- W O (D0 +, ra _0E � -0 O O ca . Ca 0 cn a--+ Ca U O +_' Q) roi ro O N 0 ca .� .p .— U L ca U0 C Ln Q) N O Q) � U � • � M p � � U � p E 0- oc � Q Q •- U ca oC O U E4 H ca OC O 4-5 Q) 4-1 4-1 O D O +� C� cEa -0 . a � o • �1 Q) O O 1 O O a-J O 00 cn O 1 oV) 1 Q) c� a--j cn � � o �o O >,00 O c aA O 00E +� OQ) � � D 1 > D 4— 00 > O rl Q Q) Q)` E oc a� Q) V) X +� O >. — (1) z Ln U _0 a--+ � E U > E O � U > co E a) �, o � _ o Q U E E ' o _ o 4� � U U ca cn }, :3 ) .o 0 N ' C \ U O � O I ci V p 4-1O W Q I > ca C: Ln J O Ln Ln U C6 }, � � � U Ca 4�-+ Q) E ca u o `� a a� Ln 4-j O o 4-) 4� D O .o 0 a� � Ln wE � > a 4� L/) � _ •O `•,� > 4-) a- O ~ J V) 4-1 L L (1) (:L) •O 4-j 4-) 4-j 4-) 4-J U U 2— a) Q cn V) cn V) � ca ca ca ca � o U O � U � s o O CL �10 o�c a� cn O 4-j C1� s o0 O 4-1 V m cn O cn z 0 U Ln O (A •E u E &-' 4-, i 0 a 0 0 •— +-j V a--j 4-j V Q 4� � cn c� 4-j 0 u V) cn •ol + ca ca Z U CD (D N O =3 O N O O > � Q O oc m O -0 ca O _0 >, Q) ca +_, 0 u c� . . = � >- > cn V � cn ca +� � >, r - = +� O4— E CO O O � C� ° � ° u ° W O O a) D 0 4-j (1) bz O c ca N � I � E 4— N p N N � � N° � N U M +-' c M 00 a--+ C N ca ca N rl cn ,^ U � ca ca O (/� 4 J N o mo � aoo 0 O — U O r 1 o N E a� � maoco C' O O C. M of m cc) g N X w • cl i ti m � � c a N Q 0 ++ (0 00 O E O U m Ln 4 00 � O X N = U M O > C U - � Z D o � U U > _ (n 'V a = o U LL. U) m � �N 0 x O m N ca ■�♦ N s v Z� E U N V/ Z >% z � } CL �� U_o O �q LU- p N_a CN O Q z Ua N wZ O X H m (_n C) N N w L o o 6 1-1 CL a. V U U Q r O Q Q E LV LV N � cn Q N to U 70 Q cn 0 G� :tf � Z 3 o (D a, _ U O Q N 2 O CD W O LU � o o a (n c� O (D C)- _ c0 '— N t� t} � 4-- !Q — Q O ._ U) i — 70 (1) O > c o N � O CD0 o O o c:'co o 0L0 — > o Z.) N � E N O OU) o O Q •� O O N c: O O O � EfT U `� O ER ( � O cy-) 70 0 4-0 LL �+ ca LU O N — (D 70 �mOU O U � vO N O O co � I i zu W Z Q CO ZQ� zw c 0 Z u LU Z = ca � ��o a - 70 4-- J i N 4-0O 704-0 �a �� W� cam• un z 0 H un a se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Nicholas Winkelmann, P.E., Interim Director of Water Systems and Support Services NickW(a)cctexas.com (361) 826-1796 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(o)cctexas.com (361) 826-3169 Motor and Clutch Repairs for the O.N. Stevens Water Treatment Plant, Booster and Raw Water Pump Stations CAPTION Motion authorizing execution of a three-year service agreement, with two one-year options, with Faraday Electric Motors, LLC, of Corpus Christi, in an amount not to exceed $1 ,191,995.00 and a potential amount up to $1,986,658.33 if options are exercised, for pump motor and clutch repairs/replacement needed at various locations for Corpus Christi Water, with FY 2024 funding of $165,554.86 from the Water Fund. SUMMARY: This motion authorizes a three-year service agreement, with two one-year options, for motor and clutch repairs of equipment used in the water treatment process and the distribution of water to City's potable water customers. BACKGROUND AND FINDINGS: The O. N. Stevens Water Treatment Plant (ONSWTP), Nueces River Pump Station, Mary Rhodes booster pump stations, and distribution booster pump stations have a combined inventory of 52 motors with horsepower ranging from 5-1500. The water system relies on the motors associated with these pumping systems to transport water from the source to the O.N. Stevens Water Treatment Plant and distribute it throughout the system. This contract includes specialized and routine maintenance performed by certified technicians. Standard maintenance and inspection is also completed by CCW technicians who track and document the work in the City's asset and maintenance system, Maximo. PROCUREMENT DETAIL: Finance & Procurement managed the formal and competitive Request for Bid process to secure submissions by qualified contractors. The City sent out 123 notifications but only received one responsive bid. Staff is recommending the award to the sole bidder and incumbent, Faraday Electric Motors, LLC. They have held the contract since 2021 and have performed well. In comparison to the previous contract with Faraday the labor rates and percentage markups have decreased. The overall contract amount has increased due to the inclusion of additional allowances for full motor replacements and a slight increase in the allowance for shipping. The tables below highlight the differences between the proposed and previous contracts. Description 2021 2024 Variance Shop Labor 1,500hrs $69.00 2,OOOhrs $59.00 14.5% per hour Normal Shop Labor 350hrs $103.50 500hrs $88.50 14.5% per hour (Emergency) Parts Allowance Marko Up Allowance Marko Up 2% Savings $300,000 20/o $400,000 18/o Description 2021 2024 Shipping $21 ,000 $25,000 Allowance Replacement $0 $500,000 Allowance ALTERNATIVES: The alternative to accepting this bid would be to solicit specialty repairs on a as needed and emergency basis, which may result in higher repair costs. Unanticipated emergency repairs may also increase due to lack of specialized maintenance and timely repairs. FISCAL IMPACT: The fiscal impact for Corpus Christi Water in FY 2024 is $165,554.86 from the Water fund. The remaining cost will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 4010 Water Fund Organization/Activity: 31010 O.N. Stevens Water Treatment Plant Department: 45 Water Project # (CIP Only): N/A Accounts: 530215 Maintenance & Repairs — Contracted RECOMMENDATION: Staff recommends approval of this motion authorizing a three-year service agreement, with two one-year options, with Faraday Electric Motors, LLC as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation City of Corpus Christi Bid Tabulation Procurement Department RFB #5662 Senior Buyer: Cynthia Perez Motor and Clutch Repairs Bid Opening Date: 3/12/2024 Faraday Electric Motors, LLC Corpus Christi, Texas ITEM Description Unit Estimated Qty.- Unit Price Total Price 3yrs. Shop Labor Normal Hours 1 (Monday to Friday- 8:00am- FIRS 2,000 $59.00 $ 118,000.00 S:00pm) 2 Shop Labor - FIRS 350 $88.50 $ 30,975.00 Expedited/Emergency Field Labor - Normal Hours (M-F 3 FIRS 600 $59.00 $ 35,400.00 8:00a.m. - 5:00 p.m.) 4 Field Labor - FIRS 120 $88.50 $ 10,620.00 Expedited/Emergency Pickup charge from City's location 5 EA 60 $0.00 No charge to Contractor business Delivery charge from Contractor's 6 EA 60 $0.00 No charge business to City's location Estimated Mark Up o Estimated Spend+ (/o) Spend Mark UP 7 Parts/ Materials Allowance $400,000.00 18.00% $472,000.00 Shipping allowance for Parts/ 8 Materials (includes expedited EA $25,000.00 $25,000.00 items) 9 Full Replacement Allowance EA $500,000.00 $500,000.00 TOTAL $ 1,191,995.00 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB ,bus C. 00 � 0 > SERVICE AGREEMENT NO. 5662 U Motor and Clutch Repairs NO RPON Af 1852 THIS Motor and Clutch Repairs Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Faraday Electric Motors, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Motor and Clutch Repairs in response to Request for Bid/Proposal No. 5662 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Motor and Clutch Repairs ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (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 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 $1 ,191,995.00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB 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: Diana Zertuche-Garza Department: Corpus Christi Water Phone: (361) 826-1827 Email: Dianaz@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB 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:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB 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: Diana Zertuche-Garza Title: Contracts/Funds Administrator Address: 13101 Leopard Street, Corpus Christi, Texas 78410 Phone: (361) 826-1827 Fax: (361) 826-4495 IF TO CONTRACTOR: Faraday Electric Motors, LLC Attn: Raul G. Lopez III Title: President Address: 102 S. Navigation Blvd., Corpus Christi, Texas 78405 Phone: (361) 881-9200 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB Fax: (361) 500-4688 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:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB 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:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB 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:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB CONTRACTOR OocuSigned by: Signature:L� thPc,i Printed Name: Raul G Lopez III Title. President Date- 3/25/2024 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. 5662 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:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB Attachment A - Scope of Work 1.1 General Requirements A. The Contractor shall provide motor and clutch repairs at the O. N. Stevens Water Treatment Plant (ONSWTP) and all booster and raw water pump stations operated by ONSWTP and Mary Rhodes Pipeline (MRP) for Corpus Christi Water outlined in this Scope of Work. B. The City's motor inventory for this contract, outlined in this Scope of Work, consists of approximately 52 motors of various brands, with HP range from 5-1500. A large percentage of these motors consist of the following brands: TECO Westinghouse, GE, US Motors, Marathon, and NIDECU S. Electric. C. The Contractor shall provide repair services on as needed basis. D. The Contractor shall provide labor, equipment, transportation, and materials necessary to perform the services. E. The Contractor must hold an active Electrical Apparatus Service Association Inc. (EASA) membership throughout the contract term. F. The Contractor must be capable of conducting 5kV motor test runs and rewinding in-house. 1.2 Scope of Work A. The Contractor's work performance for motor and clutch repair will include, but is not limited to, disassembly, inspection, repair, and remanufacturing. B. Typical motor evaluation or repairs may include, but are not limited to stator, bearings, rotor, brushes, brush holder, slip rings, packing gland, strip heaters, vibration analysis, balance rotor, check mechanical fits, meg motor, motor windings and alignment. C. Typical clutch repairs may include, but are not limited to rotor, slip rings, shaft, bearings, brushes, mandrel and drum, and balancing of clutch to motor, including vibration analysis. D. Service ID Tag required for each repair and must include date of service, weight and job number. Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB E. To obtain accurate measurements and for non-destructive evaluation, the Contractor shall clean using steam, grit, or solvent. F. As repairs are needed, the City will contact the Contractor via email and/or phone. The Contractor shall pick-up and deliver the motor and/or clutch. G. Field labor including but not limited to teardown, field repairs and assistance in the field. H. The Contractor shall submit a repair estimate for each repair based on pricing outlined in the contract within five business days after receipt of motor or clutch. The repair estimate shall include any noted problems, special conditions, inspection results, conclusion/recommendations, visual findings by drawings or digital photos including a "No Destructive Testing Report" added to the "As Received Report". 1 . Estimate must include travel time if the location is greater than 30 miles from the O. N. Stevens Water Treatment Plant (ONSWTP) and will be charged to Field Labor Line. Time will be charged at a 1 :1 rate whereas 1 hour of travel time is equivalent to 1 hour of field labor regardless of the personnel allocated to travel. 2. Travel time not permitted for locations 30 miles or less from ONSWTP. I. The repair estimate shall be submitted electronically in PDF format via email and itemized as follows: 1 . Estimated repair time, to include delay time for parts/materials. If repair time is expected to exceed ten business days, the Contractor must define the completion time, and outline the reason for delay. Repairs shall be completed within ten business days of purchase order (PO) receipt. A PO number will be submitted to Contractor via email. 2. Shipping costs for parts/materials 3. Costs to expedite parts/materials (will be deducted from the shipping allowance), if requested and approved by a City representative. 4. List of parts/components to be repaired and/or replaced and costs of parts 5. Parts/materials mark-up as specified in the contract. 6. Hourly labor costs at rates set by Contract, to include Regular Time, and Expedited or emergency repair (if approved). 7. Motor and/or clutch replacement cost - if Contractor deems items not repairable a replacement cost shall be submitted to the City for review and approval. Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB J. All parts shall be equivalent to or better than original equipment manufacturer (OEM) standards. K. All repairs shall be in accordance with current motor and/or clutch nameplate data and conditions, drawings, standards and/or OEM specification(s). L. General machine work and/or repair shall consist of, but is not limited to, balancing, welding, straightening, grinding, custom part manufacturing, shaft rebuilding and fabrication, sand blasting, and coating of motor and/or clutch. M. After repairs, the motor and/or clutch shall be repainted to manufacturer's recommendation and specifications, in a color approved by a City representative. N. After repairs are completed, a mechanical documentation repair report must be submitted. The report shall contain the following: cover page, as received photographs, final photographs, rotor drawings showing run out and sizes before and after repairs, balance report NDT reports, and additional information if necessary. O. Expedited and emergency hours must be authorized in writing by a City representative. The City may ask for prioritization for emergency repairs. P. The Contractor's facilities may be subject to inspection at any time by a City representative. When deemed appropriate, the City reserves the right to use third party inspection services, at the City's expense. Q. The City reserves the right to inspect the motor and clutch at any time during the repair. R. The Contractor must be able to provide technical support as may be required by the City. S. The City reserves the right to audit Contractor's project costs at any time during the contract term. T. The City's equipment in Contractor's possession must be properly stored and secured at all times. U. Where applicable, the loading/unloading of motor(s) must be done by Contractor's personnel. Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB 1.3 Invoicing The Contractor's invoice for payment must contain the following information: 1. Purchase Order (PO) number 2. Location and Address 3. Model and serial number of equipment 4. Description of service 5. Bill of materials 6. The Contractor will be required to attach copies of all invoices for parts/materials (to include % of mark-up, if applicable) for each repair invoice 7. Total hours billed, itemized by position and hourly rate as shown in Contract. 8. Shipping costs at actual cost. 9. Authorizing City Representative 1.4 Contract Pricing A. The Contractor shall perform services on Corpus Christi Water equipment during normal working hours 8:00am to 5:00pm, Monday through Friday. The Contractor shall not work after hours, Saturdays, Sundays, and holidays without prior approval from the Contract Administrator. B. Labor rate includes, but is not limited to labor, overhead, profit, and administrative costs. C. Onsite technical labor rate includes, but is not limited to labor, overhead, transportation, and administrative costs. D. Materials shall be provided to Corpus Christi Water at the manufacturer's cost, discount (if applicable), and mark up. E. All pricing shall be as outlined in the bid/pricing schedule. 1.5 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor shall also provide supervision of the work to ensure it complies with the contract requirements. Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB 1.6 Warranty The Contractor shall provide a minimum 90- day warranty period for reconditioned motors and one-year warranty period for motor rewinds. 1.7 Work Site Locations Pump locations are listed below. Corpus Christi Water reserves the right to add additional locations, as needed. A. Raw Water Building One (Nueces River Raw Water Complex): Raw Water Motor 1 TECO Westinghouse 700 HP, 890 RPM, 4160V/3PH Raw Water Motor 3 General Electric VSS motor, 400 HP, 885 RPM, 4160 V/3PH Raw Water Motor 4 General Electric VSS motor, 400 HP, 885 RPM, 4160 V/3PH B. Raw Water Building Two (Nueces River Raw Water Complex): Raw Water Motor 7 TECO Westinghouse Vertical Solid Shaft Motor, 800 HP, 592 RPM, 4160V/3PH Raw Water Motor 8 Teco Westinghouse Vertical Solid Shaft Motor, 800 HP, 590 RPM, 4160 V/3 PH Raw Water Motor 9 TECO Westinghouse Vertical Solid Shaft Motor, 800 HP, 595 RPM, 4160 V/3PH Raw Water Motor 10 Teco Westinghouse Vertical Solid Shaft Motor, 800 HP, 590 RPM, 4160 V/3 PH C. High Service Building Two (Plant/Treated Water): High Service 2 Motor 8 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH High Service 2 Motor 9 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH High Service 2 Motor 10 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH High Service 2 Motor 11 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 890 RPM, 4160 V/3 PH Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB D. High Service Building Three (Plant/Treated Water): High Service 3 Motor 12 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame, 4160V/3PH High Service 3 Motor 13 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450 D Frame, 4160V/3PH High Service 3 Motor 14 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame, 4160V/3PH High Service 3 Motor 15 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame, 4160V/3PH High Service 3 Motor 16 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame, 4160V/3PH High Service 3 Motor 17 Teco Westinghouse Horizontal Induction Motor, 1500 HP, 450D Frame, 4160V/3PH E. Low Lift Pumps (Raw Water/Pre-Sed Basin): Low Lift Motor 1 US VHS Motor, 125 HP, 885 RPM, 480 V/3 PH Low Lift Motor 2 US VHS Motor, 125 HP, 885 RPM, 480 V/3 PH Low Lift Motor 3 US VHS Motor, 125 HP, 885 RPM, 480 V/3 PH F. Wash Water Pumps (Plant/Treated Water- Filter Backwash): Wash Water Motor 3 GE VSS Motor, 200 HP, 1 190 RPM, 4160 V/3 PH Wash Water Motor 5 GE VSS Motor, 200 HP, 1 190 RPM, 4160 V/3 PH Wash Water Motor 7 GE VSS Motor, 200 HP, 1 190 RPM, 4160 V/3 PH G. Staples Booster Pump Station (Treated Water): Motor 1 US MOTOR-250HP HORIZONTAL-FRAME 449TS, 1785 RPM, 480 V Motor 2 US MOTOR-250HP HORIZONTAL-FRAME 449TS, 1785 RPM, 480 V Motor 3 US MOTOR-250HP HORIZONTAL-FRAME 449TS, 1785 RPM, 480 V Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB H. Navigation Booster Pump Stations (Treated Water): Motor 1 US Motor Horizontal Induction Motor, 350 HP, 890 RPM, 480 V/3PH Motor 2 US Motor Horizontal Induction Motor, 350 HP, 890 RPM, 480 V/3PH Motor 3 US Motor Horizontal Induction Motor, 350 HP, 890 RPM, 480 V/3PH I. Sand Dollar Booster Pump Station (Treated Water): Motor 1 Marathon Horizontal Induction Motor, 300 HP, 1785 RPM, 480 V/3PH Motor 2 Marathon Horizontal Induction Motor, 300 HP, 1785 RPM, 480 V/3PH Motor 3 Teco-Westinghouse, 300HP, 1788 RPM, 480 V/3PH J. Holly EST (Treated Water): Holly Motor 1 Baldor Super-E Motor, 50 HP, 890 RPM, 230/480 V/3PH Holly Motor 2 Baldor Super-E Motor, 50 HP, 890 RPM, 230/480 V/3PH K. Rand Morgan EST Rand Morgan Motor 1 Baldor Super-E Motor, 40 HP, 1 190 RPM, 230/480 V/3PH Rand Morgan Motor 2 Baldor Super-E Motor, 40 HP,1 190 RPM, 230/480 V/3PH L. Recycle Pond Recycle Pond Motor 1 Flygt - 33.5 HP, 1 165 RPM, 57 TDH, Rated Condition: 1500 GPM Recycle Pond Motor 2 Flygt - 33.5 HP, 1 165 RPM, 57 TDH, Rated Condition: 1500 GPM Recycle Pond Motor 3 Flygt - 33.5 HP, 1 165 RPM, 57 TDH, Rated Condition: 1500 GPM Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB M. Wash Water Return Pit Wash Water Return Pit #330 FI t - 110 HP, 1 185 RPM, 480 V Wash Water Return Pit #340 FI t - 110 HP, 1 185 RPM, 480 V Wash Water Return Pit #341 Flygt - 185 HP, 1780 RPM, 480 V N. Sludge Vault Sludge Vault Motor 1 Homa Pump, 4.56 HP, 3450 RPM, 230/ 480 V/3PH Sludge Vault Motor 2 Homa Pump, 4.56 HP, 3450 RPM, 230/ 480 V/3PH O. Woodsboro Pump Station Woodsboro Motor 202 Titan Line 1250 HP, 1 190 RPM, 4160V/ 3PH Woodsboro Motor 203 Titan Line 1250 HP, 1 190 RPM, 4160V/ 3PH Woodsboro Motor 204 Titan Line 1250 HP, 1 190 RPM, 4160V/ 3PH Woodsboro Motor 205 Titan Line 1250 HP, 1 190 RPM, 4160V/ 3PH P. Bloomington Pump Station Bloomington Motor 102 Titan Line 1000 HP, 1 190 RPM, 4160V/ 3PH Bloomington Motor 103 Titan Line 1000 HP, 1 190 RPM, 4160V/ 3PH Bloomington Motor 104 Titan Line 1000 HP, 1 190 RPM, 4160V/ 3PH Bloomington Motor 105 Titan Line 1000 HP, 1 190 RPM, 4160V/ 3PH Revised 1 1.30.20 I DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB i Attachment B-Bid Pricing Schedule so CITY OF CORPUS CHRISTI _ CONTRACTS AND PROCUREMENT BID FORM �J S) COMA p{E0 RFB No. 5662 18V Motor and Clutch Repairs Date: 02/28/2024 PAGE 1 OF 2 Authorized /A(r- 1.Bidder: FARADAY ELECTRIC MOTORS,LLC Signature: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 Estimated Unit Total Price Qty-3 Yrs. Price Shop Labor- Normal Hours I $59.00 $118,000.00 (M-F 8:00 a.m. -5:00 p.m. I HRS 2000 Shop Labor- Expedited/ $88.50 $ 30,975.00 2 Emergency HRS 350 Field Labor- Normal Hours $ 59.00 $ 35,400.00 3 (M-F 8:00 a.m. -5:00 p.m. I HRS 600 4 Field Labor- Expedited/ HRS I 120 I $ 88.50 $ $10,620 Emergency Pickup Charge from City's I $ 0.00 $ No Charge 5 location to Contractor EA 60 business Delivery Charge from $ 0.00 $ 6 Contractor's business to EA 60 No Charge City's location DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB s Page 2 of 2 Estimated Markup Spend Parts/Materials Allowance 18 % $ 472,000 EA $400,000.00 Shipping Allowance for 8 Parts/Materials (includes EA $25,000.00 $25,000.00 expedited items 9 Full Replacement EA $500,000.00 Allowance $500,000.00 Total $ 1,191,995.00 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB Attachment C - Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE 1 . Contractor must not commence work under this agreement until all insurance required has been obtained and approved by the City. Contractor must not allow any subcontractor 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 Administrator, 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 for 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 AUTOMOBILE LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired & Non-owned 3. Rented & Leased WORKERS' COMPENSATION Statutory Employer's Liability $500,000 / $500,000 / $500,000 MOTOR TRUCK CARGO (or) $250,000 Combined Single Limit TRIP TRANSIT BAILEE'S CUSTOMER GOODS $250,000 Per Occurrence 3. In the event of accidents of any kind related to this project, Consultant must furnish the Risk Manager with copies of all reports of such accidents within 10 Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB days of the accident. Additional Requirements - 1 . Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. An All States endorsement shall be required if consultant is not domiciled in the State of Texas. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Contractor shall be required to submit replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Contractor or as requested by the City. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: ■ List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy. ■ Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; ■ Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB ■ 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 ten calendar days advance written notice for nonpayment of premium. 5. Within five calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Bond Requirements: No bond requirements therefore, Agreement Section 5 Insurance; Bond subsection 5(B), is hereby void. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services - Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Revised 1 1.30.20 DocuSign Envelope ID:85385A2F-DECF-4B06-85CC-7D02CCD2B6BB Attachment D - Warranty Requirements The Contractor shall provide a minimum 90-day warranty period for reconditioned motors and one-year warranty period for motor rewinds. SC 0 MCOBPOR 1E0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Nicholas Winkelmann, P.E., Interim Director of Water Systems and Support Services NickW(a)cctexas.com (361) 826-1796 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(o)cctexas.com (361) 826-3169 Service Agreement for Preventive Maintenance and Parts for the Plant Disinfection System at the O.N. Stevens Water Treatment Plant CAPTION: Resolution authorizing a five-year service agreement with Environmental Improvement, Inc., of Houston, in an amount not to exceed $400,270.00 for preventative maintenance and the purchase of parts and materials needed by Corpus Christi Water for the disinfection system at the O.N. Stevens Water Treatment Plant, with FY 2024 funding of $77,426.00 from the Water Fund. SUMMARY: This is a service agreement for preventive maintenance and purchase of parts and materials for the O.N. Stevens Water Treatment Plant Disinfection System. BACKGROUND AND FINDINGS: The O. N. Stevens Water Treatment Plant is equipped with a disinfection system as required by state and federal regulations to produce safe drinking water. The system includes chlorinators, evaporators, vacuum regulators, injectors and associated components fed with chlorine from a 90-ton railcar. The preventive maintenance for the plant disinfection system consists of inspections and maintenance of the whole system, cleaning, testing and the installation of evaporators, chlorinators, gas filters, and includes labor and materials. Environmental Improvement Inc. is the only factory trained and certified manufacturer authorized to distribute, repair, replace and install these products. Therefore, Environmental Improvement, Inc. is a sole source for this service. PROCUREMENT DETAIL: This purchase is under chapter 252 exemptions, a procurement necessary to preserve or protect the public health or safety of the municipality's residents, and a procurement of items that are available from only one source, including captive replacement parts or components for equipment. Texas Local Government Code 252 regulates the purchasing and contracting authority of municipalities. Environmental Improvements, Inc. has been appointed as the authorized Water and Wastewater distributor for Wallace & Tiernan. Environmental Improvement Inc. is the only factory trained and certified manufacturer authorized to distribute, repair, replace and install these products. This is a sole source procurement. ALTERNATIVES: There is no alternative. Environmental Improvements, Inc. has been appointed as the authorized Water and Wastewater distributor for Wallace & Tiernan. The service technicians and sales personnel are factory trained and certified to provide safe repair, service, preventive maintenance and installation for the Wallace & Tiernan equipment. FISCAL IMPACT: The fiscal impact for Corpus Christi Water in FY2024 is $77,426.00. FUNDING DETAIL: Fund: 4010 Water Fund Organization/Activity 31010 Stevens Filter Plant Mission Element 045 Water Project # (CIP only) N/A Account: 530215 Maintenance & Repairs - Contracted RECOMMENDATION: Staff recommends approval of this resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Service Agreement Statutory Exemption Form Resolution authorizing a five-year service agreement with Environmental Improvement, Inc., of Houston, in an amount not to exceed $400,270.00 for preventative maintenance and the purchase of parts and materials needed by Corpus Christi Water for the disinfection system at the O.N. Stevens Water Treatment Plant, with FY 2024 funding of$77,426.00 from the Water Fund. WHEREAS, Environmental Improvement, Inc., provides preventative maintenance as well as parts and materials necessary to the upkeep of Corpus Christi Water's O.N. Stevens Water Treatment Plant's disinfection system; 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 or safety of the municipality's residents; WHEREAS, there is also a statutory exemption for this procurement in Local Government Code, Section 252.022(a)(7)(A), as this purchase involves a procurement of items available from only one source due to patents, copyrights, secret processes, or natural monopolies; and WHEREAS, there is an additional statutory exemption for this procurement in Local Government Code, Section 252.022(a)(7)(D), as this purchase includes the procurement of captive replacement parts or 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 a five-year service agreement with Environmental Improvement, Inc., for preventative maintenance and the purchase of parts and materials needed for the disinfection system at the O.N. Stevens Water Treatment Plant, in an amount not to exceed $400,270.00, with FY 2024 funding of $77,426.00 from the Water Fund. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary CD 0 0 0 ti 00 "T 0 0 0 _ = vLoLl? — CD CD o N v 0 � � � � o o � E All UZ > i- o00 0 0 = O o 000 0 0 a a 0 0 - °N° o 0 a E y I-, r-, 'o 0 0 _ E 'O N N O LO � 'Cam ° _ C O N C O O O s U ` E 0LoLoLo LJ CL CL 1 11*4 O CL -- 3 C o U Z U o O a� a �_ ! W N N W D D C 1 N U C E O o0 0 N Q Q y E i cn s N O O O U U o00 0 � E LO o� •-g � II0 ° o o wL- w U � �UU .1 a N _ N ° = v Lu r-- N c'') "T LO U � � DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E ,bus C. 00 � 0 > SERVICE AGREEMENT NO. 5762 U Preventative Maintenance for Plant Disinfection System NO RPON Af� 1852 THIS Preventative Maintenance for Plant Disinfection System Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Environmental Improvements, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Preventative Maintenance for Plant Disinfection System in response to Request for Bid/Proposal No. 5762 ("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 Preventative Maintenance for Plant Disinfection System ("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 five 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E 3. Compensation and Payment. This Agreement is for an amount not to exceed $400,270.00, 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: Name: Diana Zertuche-Garza Department: Corpus Christi Water Phone: (361) 826-1827 Email: Dianaz@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E 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: Diana Zeruche-Garza Title: Contracts/Funds Administrators Address: 13101 Leopard Street, Corpus Christi, Texas 78410 Phone: (361) 826-1827 Fax: (361) 826-4495 IF TO CONTRACTOR: Environmental Improvements, Inc. Attn: Blake Roye Title: Manufacturer's Representative Address: 1 183 Brittmoore, Suite 100 Houston, Texas 77043 Phone: (713) 461-1111 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E Fax: (713) 461-1821 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E CONTRACTOR DocuSigned by: Signature: �a�L Printed Name: Blake Roye Title: Chemical Feed sales & Process 3/19/2024 Date: 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. 5762 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E Attachment A - Scope of Work General Requirements O.N. Stevens Water Filtration Plant—Evaporator& Vacuum Regulator Preventative Maintenance Environmental Improvements, Inc. is pleased to offer the following quotation, to perform Annual Preventative Maintenance on the chlorination system; at O.N. Stevens Water Filtration Plant. The Scope of work will include whole system inspection, individual equipment inspections, and installation of manufacturer's recommended maintenance parts, testing and calibration of the equipment as listed. (See the following for more detail) Scope of Work to be performed Three (3)Wallace & Tiernan 50-200 Evaporators • Each evaporator will be evacuated of chlorine, disassembled and evaluated for damage or excessive ware. • Each evaporator's internal cylinder will be clean, flushed and dried per manufacturer's recommendations. • Each evaporator will be reassembled with OEM parts provided in manufacturers PM kits (items listed in the attached parts/pm kit scope of supply) • Pressure tested and returned to service Three (3) 10,000 PPD Wallace & Tiernan Vacuum Regulators • Each regulator will be evacuated of chlorine, disassembled, inspected, cleaned and reassembled with OEM parts provided in manufacturers PM kit. (items listed in the attached parts/pm kit scope of supply • Each regulator will be tested and adjusted to manufacturers specifications. • Visually inspected and adjusted to manufacturer's specification. Three (3) Chlorine Specialties C282 Gas filters • Each filter will be disassembled cleaned and inspected for damage or excessive ware. • New filter pads and gaskets will be installed. • Pressure tested and returned to service. Chlorine Piping and valves • Each chlorine header will be examined for leaks and or excessive chlorine debris and buildup. Should excessive debris be found, each header will be flushed, nitrogen purged, dried and pressure tested. DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E Scope of Supply(PM Kit and Part Required) Item Description 1 50-200 Chlorine Evaporator (3 units) Three (3)U28839 gasket kit, One (1)U20208 Drying kit, Six (6)P12470 Lead washers, One (1) U23934 Sodium sulfate, twelve (12) P30764 anodes 2 10,000 PPD Vacuum regulators (2 Units) Three (3) U27808 PM kits, Three (3) P51348 Diaphragm, Three (3) P51349 Diaphragm, Three (3) P51372 diaphragm 3 C282 Gas Filters (3 units) Three (3) C282p pad set, Three (3) C282g lead gasket Exceptions and comments Environmental Improvements will perform annual preventative maintenance as described above on only the equipment listed above. The annual preventative maintenance performed will follow all recommendations as described in the original equipment manufacturers O&M manuals. During the process of performing the annual preventative maintenance, should the Eh service technicians find any parts/equipment damaged or unsuitable for normal operations,the service technician will inform the proper facility personnel of the issue and discuss proper corrective measures. Any parts/equipment damaged due to wear or deemed unsuitable and not listed above will be replaced at an additional cost. Cost will include field service time for replacement,testing and calibration if required. Any additional repairs required for system integrity that falls outside the scope of work described in the proposal will be discussed with the proper facility personnel and agreed upon in writing prior to any work performed. Price includes the following • PM kits and parts as listed in the parts/pm kits scope of supply • 7 days Field Service • Travel expenses • 4-6 weeks for parts delivery Seven (7)Wallace & Tiernan V2100 Automatic chlorinators • Each chlorinator will be evacuated of chlorine, isolated, disassembled and evaluated for damage or excessive ware. • Each diaphragm assembly will be taken apart cleaned and if needed the diaphragm will be replaced. (three diaphragms per unit) • V-Notch orifice will be changed on every unit. • The Trimmer valve will be recalibrated to get maximum vacuum efficiency from each unit. • The automatic controllers will be calibrated to match the rotameter once PM is complete. DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E Chlorination Scope of Supply (PM Kit and Part Required) Item Description 1 Wallace and Tiernan V2000 Chlorinators (7 Units)—Various feed sizes Seven (7)U29171 V2100 Pm kits, seven (7)U17366 V2100 V-Notch orifices, Differential diaphragms, trimmer valve diaphragm, Trimmer adjustment seat, Trimmer seat valve, and check spring adjustment rod. 2 Wallace and Tiernan 2" Large Throat Injectors (4 Units at Clear well and remote locations) 4 2" In'ector PM - Large Throat 4 Ring gasket P50286 4 Diaphragm P43717 4 Gasket seal P34487 4 Gasket AAC7568 4 o-ring buna 148 P40578 4 o-ring buns 228 P41329 41 o-ring buns 110 P31702 41 o-ring retainer P42341 Summary: 5Yr. PM Budget $ 275,270.00 Inner Cylinder Changeout $ 50,000.00 Emergency Parts $ 75,000.00 Total Budget $ 400,270.00 DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E Attachment B - Pricing Schedule NET COST ITEM QTY DESCRIPTION TOTAL COST EACH 1 5 Evaporator Annual PM $12,709.00 $63,545.00 2 5 Chlorinator Annual PM $14,717.00 $73,585.00 3 5 Parts/Materials and Shipping $27,628.00 $138,140.00 Inner Cylinder Replacement for(2)Evaporators, ONSWTP is purchasing (1) 4 1 seperatly with vac reg quote. Freight and Labor Included. $50,000.00 $50,000.00 5 1 Emergency Parts with shipping allowance during 5 Yr. Service $75,000.00 $75,000.00 Total $400,270.00 DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E Attachment C - Insurance Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 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. 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E 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:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E 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-B Contracts for General Services - Services Performed Onsite O1/01 /2023 Risk Management - Legal Dept. DocuSign Envelope ID:06BBFF03-EB9D-4EA6-ACE8-9DDBAA67420E Attachment D - Warranty Requirements "No manufacturer's warranty required for this Agreement." STATUTORY EXEMPTION FORM ,Procurement Department: Water Utilities Date: 3/12/24 Estimated Cost: $400,270.00 Urgency: High Exemption Type Type: Sole Source Note:Emergency Procurements do not require a statutory exemption form,please use an emergency memo Exemption r Narrative: The proposed contract with Environmental Improvements, Inc. (E12) is a five-year agreement for the ONS Plant Disinfection System Preventative Maintenance (PM) and it is a sole source. The PM includes whole system inspection, installation of manufacturer's recommended maintenance parts, testing and calibration of equipment for the Evaporators, Vacuum Regulators, the Chlorinators and 2" Injectors. Attachment: Yes Executive Leadership Concurrence 47�-4 L Executive: Drew Molly Signat f City of Corpus Christi 1 1/16/2024 se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM I Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2(o)cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Mowing and Grounds Maintenance for Storm Water Group 13 CAPTION: Resolution authorizing a one-year service agreement, with four one-year options, with BrightView Landscape Services, Inc., of Blue Bell, Pennsylvania, with an office in Corpus Christi, in an amount not to exceed $67,131 .84 and a potential amount of $335,659.20 if options are exercised, for the mowing of Storm Water Group 13 (Stormwater Maintenance Area In and Around Padre Island), for the Public Works Department, with FY 2024 funding of $27,971.60 from the Storm Water Fund. SUMMARY: This resolution authorizes a one-year service agreement with four one-year options, with BrightView Landscape Services for Storm Water Group 13. The services of Group 13 are focused on Padre Island and are necessary to maintain roadside ditches that convey storm water and medians along collectors. BrightView Landscape Services is locally officed at 4750 Baldwin and has completed 4 prior contracts with the City and currently has 1 active contract. BACKGROUND AND FINDINGS: In March of 2020 the City of Corpus Christi formed a Public Works department that would eventually incorporate Streets, Traffic and Storm Water. One of the activities of Storm Water is the vegetation maintenance of major channels, minor ditches, and other areas within City right of way. Before the creation of Public Works these activities resided as the responsibility of the Parks and Recreation department. This activity was eventually moved to Public Works along with equipment and personnel that were performing these duties. The Public Works vegetation maintenance division is currently responsible for 2,400 acres of right of way to maintain. Half is done by in-house forces while the other half is maintained by contractual forces. This contract will be responsible for maintaining 63.63 acres of right of way on Padre Island. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid process to obtain bids for a one-year service agreement with four one-year option periods. The City received three responsive, responsible bids, and is recommending the award to BrightView Landscape Services, Inc of Corpus Christi. The previous incumbent was 2Chainz Brush Clearing, LLC at a cost of $68,720.40. The price difference from the previous contract overall reflects a 2.37% in costs savings with the new contractor. ALTERNATIVES: The alternative would be to keep these services in-house and purchase additional equipment and hire additional personnel to accomplish this activity. FISCAL IMPACT: The fiscal impact to FY 2024 is $27,971 .60 with funding available in the Storm Water Fund. FUNDING DETAIL: Fund: 4300 Storm Water Fund Organization/Activity: 32001 SWO Vegetation Management Department: Project # (CIP Only): Account: 530225 Mowing & Grounds Maintenance RECOMMENDATION: Staff recommends approval of this resolution authorizing a one-year service agreement, with four one-year options with BrightView Landscape Services, Inc of Corpus Christi, Texas, for the Public Works Department as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Bid Tabulation Service Agreement Presentation Map Resolution authorizing a one-year service agreement, with four one- year options, with BrightView Landscape Services, Inc., of Blue Bell, Pennsylvania, with an office in Corpus Christi, in an amount not to exceed $67,131.84 and a potential amount of$335,659.20 if options are exercised, for the mowing of Storm Water Group 13 for the Public Works Department, with FY 2024 funding of$27,971.60 from the Storm Water Fund. WHEREAS, State law provides that, if a competitive sealed bidding requirement applies to a contract for goods or services, the contract must be awarded to the lowest responsive, responsible bidder or to the bidder who provides the best value, pursuant to Texas Local Government Code §252.043(a); WHEREAS, the City notified all bidders for Mowing and Grounds Maintenance for Storm Water Group 13 Bid No. 5351 that a contract would be awarded to the lowest responsive, responsible bidder; WHEREAS, the City Council finds that the lowest responsive, responsible bidder is BrightView Landscape Services, Inc., of Blue Bell, Pennsylvania, with an office in Corpus Christi; and WHEREAS, in the event the lowest responsive, responsible bidder fails to execute the awarded contract or fails to perform under the contract as to any services, the City Manager, or his designee, is authorized to execute a service agreement for the remaining contract term with the next lowest bidder in Bid No. 5351 , in succession, to secure necessary replacement mowing and grounds maintenance services for Storm Water Group 13, as a matter of public safety, in order to keep City roadways and sidewalks clear at all times; now, therefore, Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute a one-year service agreement, with four one-year options, with BrightView Landscape Services, Inc. ("Contractor"), in an amount not to exceed $67,131 .84 and a potential amount of $335,659.20 if options are exercised, as stated in Bid No. 5351, with FY 2024 of $27,961.60 from the Storm Water Fund. Furthermore, in the event the Contractor fails to execute the service agreement or fails to perform under the executed agreement, the City Manager is authorized to execute a replacement service agreement for the remainder of the contract term in accordance with the language stated in the preamble of this resolution. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary U a LL o 0 o 0 T W 01 O `y V XX F E9 <9 � � F _ 0 CL C O N C U C � o R rG J fA LL � EA C 7 a U L) o 0 J O C N C R 0. On h w W 00 W O V3 is � U R L 7 m O U L Y d W O N J R C t C 3 C ro M V U d M fy m W LL U R d > O 'D fp CO M V3 fq R W a 7 R N a_ LO 3 L V V3 U a` t CL c a•c > 8 m U z N CY N O T � U O c M U W a N � O � Q N F O y O r N c R C C MA O L •N O N U � _ vn0 ¢ M o U w I.. w _ = .. a O `w O 4` O O 0 d m m DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C ,bus C. 00 � 0 > SERVICE AGREEMENT NO. 5351 U Mowing and Grounds Maintenance NO RPON Af 1852 for Storm Water Group 13 THIS Mowing and Grounds Maintenance for Storm Water Group 13 Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and BrightView Landscape Services, Inc ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mowing and Grounds Maintenance for Storm Water Group 13 in response to Request for Bid/Proposal No. 5351 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Mowing and Grounds Maintenance for Storm Water Group 13 ("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 four 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. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 3. Compensation and Payment. This Agreement is for an amount not to exceed $67,131 .84, 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: Pat Aubert Department: Public Works Phone: 361-826-1699 Email: PatriceA@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:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 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:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 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: Pat Aubert Title: Work Coordinator Address: 2525 Hygeia St. Corpus Christi, TX 78415 Phone: 361-826-1699 Fax: 361-826-1627 IF TO CONTRACTOR: BrightView Landscape Services, Inc Attn: Jaime Winchester Title: Market Sales Manager Address: 4570 Baldwin Blvd, Corpus Christi, TX 78408 Phone: 737-230-6170 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 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:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 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:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 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:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C CONTRACTOR Do'c^uSignned by: A 1, yA ✓Wv fVULILW/ Signature: Ben Strickland Printed Name: Title: VP and General Manager 2/28/2024 Date: 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. 5351 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:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C Attachment A: Scope of Work 1.1 General Reg uirements/Background Information The Contractor shall provide complete mowing and grounds maintenance services for street right of ways, circles, and medians including all reasonable and necessary labor, supervision, equipment and supplies to keep contracted areas properly maintained. Grounds at each site are always to be safe and presentable. The Contractor and all related employees shall attend an orientation prior to the term of the contract and each extension at the following location: Public Works 2525 Hygeia St. Corpus Christi, Texas 78415 1.2 Scope of Work Provide complete grounds maintenance including litter and debris removal, mowing, and trimming. A. Prep and Post Work 1 . Prior to each operation, the Contractor shall remove all litter and debris, including paper, cans, bottles, bags, grass clippings, accumulated leaves, palm fronds, and other tree litter including tree limbs from the identified locations. Including, but not limited to, fence lines, sidewalks, trees, shrubs, groundcover beds, all curbs and gutters, and other hard surfaces within the identified location. Special attention shall be given to ensuring the removal of objects which may cause injury, if thrown from equipment. 2. After operations, the Contractor shall remove any visible trash and debris that were cut up during the process. The Contractor shall not dispose of any trash or debris into dumpsters located on City property. The trash and debris must be removed from City property and disposed of in accordance with all City ordinances. All trash and litter shall be disposed of properly at the Contractor's expense. However, if the debris is too large to haul, the Contractor shall pile the debris, take a picture, and email the picture and location to the Planner Scheduler, prior to leaving the location. 3. The Contractor is required to cover/tarp debris while transporting for disposal and while moving from site to site. Should the Contractor dispose of the litter and debris at an illegal dumpsite, it is grounds for termination of this agreement. Page 1 of 9 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C B. Mowing and Trimminq 1 . The turf shall be mowed to a height of five inches using large 3-point hitch type farm tractors such as Case, John Deere, Kioti, Kubota, New Holland and Scagg with mowing attachments, these areas will require a minimum of one batwing attachment and a minimum of one slope mowing arm to extend out to areas that cannot be driven on due to areas holding water and wildlife preserve areas. 2. Zero turns or equivalent commercial mowers may be used for # 11 Sea pines Medians. The turf shall be mowed to 3 " high and maintain a neat appearance. 3. The Contractor shall perform all trimming for each cycle using herbicides, hand labor, or mechanical devices. Trimming shall include around all trees, shrubs, beds, fences, groundcovers, utilities, poles, buildings, obstacles, curbs, sidewalks, parking lots, pads; including cracks, expansion joints, and edges of all exterior hard surfaces. Any vegetation not cut by the mowing operation located adjacent to, above, or hanging over the curb must be trimmed each cycle. During each cycle, trimming shall be done in a matter to not damage trees, shrubs, fences, etc. 4. If any mowing is to be omitted or delayed, it shall be omitted or delayed only at the discretion of the Planner Scheduler. Mowing cycles must be completed according to the cycle description indicated below. 5. Cycles Description_ 12 cycles a year 1 . Once a month, not to be before 12 days of previous cut or to exceed over 30 days per cycle. 2. Location # 1 Park Road 22 (54 acres & approximately an 8-mile stretch) must be mowed on a Tuesday and Wednesday for inspection on Thursday due to its being a high-profile area and needing to be completed for weekend activities. 6. Mowing height to be measured with the mower on a flat, paved surface. A high quality of cut shall be provided using mowers with sharp cutting blades so no to tear, but cleanly cut the blades of grass. Mowing shall be performed in a manner as not to damage trees, shrubs, plants, signs, or other obstructions. 7. String line trimmers shall not be used to mow or trim turf areas wider than 24 inches. except in areas approved by the Planner Scheduler. 8. Mowing and trimming operations shall be performed in such a manner as to prevent the piling of excessive and unsightly grass clipping and leaves on lawns. The Contractor shall remove excessive clipping immediately following each mowing cycle prior to the work crew leaving the work site. Page 2 of 9 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 9. All resulting clipping and leaves shall be removed from any roadway, walkway, parking area, or any other hard surface including curbs and gutters and from plant beds, tree collars, etc. 10.Contractor shall remove "sucker" growth at the base of trees before it reaches one foot in height. All materials and debris shall be removed before leaving the work site. C. Edaina The Contractor shall promptly remove all debris, including soil and trimmings for the area,sidewalks, and roadways after each edging operation prior to work crew leaving the work site. 1.3 Work Site and Conditions Provide a safe work site, while following all safety requirements. A. The work shall be performed at locations throughout the City as defined by group. See Exhibit 1 . B. The Contractor shall supply the City with a work schedule to indicate the normal starting and completion times for operations. The Contractor shall provide landscaping and ground maintenance only in appropriate months and in accordance with the City's cycle requirements. Changes to such a work schedule must be approved by the City's Planner Scheduler. C. Work Hours: The Contractor will confine all operations to daylight hours. Monday through Thursday, unless one of the days is a City designated holiday. Friday and Saturday work will require approval from the Planner Scheduler. Sundays are prohibited from services. D. The Contractor may not store any equipment or tools on any site. After completion of work at each site, the Contractor must remove all equipment, supplies, and materials from that site. E. Ozone Warning Days: 1 . No mowing will be done on the designated Ozone Action Days except in the case of a special event, emergency, or removing a liability. If mowing is necessary in such a situation, mowing will be kept to a minimum. However, the Planner Scheduler will retain the right to determine and notify the Contractor of any such time. 2. All push mowers, string line trimmers, riding mowers and other engines will not be used at all. Page 3 of 9 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 3. Diesel powered mowing equipment will be allowed to operate on the second day of back-to-back Ozone Action Days, if equipment is labeled stating the type of the fuel used and the Contractor has contacted the Planner Scheduler and received permission to proceed with the work. 4. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used, and the Contractor has contacted the Planner Scheduler and received permission to proceed with the work. 1.4 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Planner Scheduler to assure that the requirements of the contract are provided as specified. The Contractor will also provide supervision of the work to ensure it complies with the contract requirements. 1.5 Safety Requirements The Contractor shall always perform with all safety requirements for crew, public, and surroundings. A. Public Safety and Convenience: 1 . The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all work with the Planner Scheduler and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. Signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests will be required to protect the mowers and the traveling public and will be furnished by the replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes thereto to correct the unsatisfactory conditions. These provisions for direction traffic will not be paid for directly but shall be subsidiary to the various bid of this contract. B. Chemicals: 1 . All products (chemicals) shall be kept in a properly labeled container and a Safety Data Sheet (SDS) kept on each item, in a clearly marked SIDS notebook by the Contractor. The Contractor shall also supply a copy of all SIDS sheets to the Planner Scheduler. 1.6 Equipment The Contractor shall ensure that all equipment is up to required safety standards. Page 4 of 9 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C A. All Contractor's ground maintenance equipment must be equipped with safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. All equipment shall be kept in good operating condition and shall always be maintained to provide a clean sharp cut of vegetation. All equipment shall be approved by the Planner Scheduler, before and/or during the duration of the contract. The type of equipment required for the ground maintenance operations are commercial riding lawn mowers 60" or larger, string line trimmers, and blowers. B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Planner Scheduler. The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. 1.7 Security and Protection of Property The Contractor shall follow all security requirements and protect all property. A. Security Requirements: 1 . The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. 2. The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from the Planner Scheduler B. Protection of Property: 1 . The Contractor shall take proper measures to protect all property which might be damaged by Contractor's work hereunder, and in case of any damage resulting from any act or omission on the part of or on behalf of the Contractor. The Contractor shall restore at the Contractor's own expense the damaged property to a condition similar or equivalent to that existing before such damage was done or shall make good such damage in an acceptable manner. 2. All damages which are not repaired or compensated by the Contractor will be repaired or compensated by the City at the Contractor's expense. All expenses charged by the City for repair work or compensation shall be deducted from any monies owed to the Contractor. 1.8 Notifications and Inspections The Contractor shall notify the Planner Scheduler on all inspections. A. Each Monday morning prior to 7:00 a.m., The Contractor shall email the Planner Scheduler indicating the locations and work being performed that week for approval. If the locations listed on the approved schedule were not mowed and the schedule requires modifications the revised schedule shall be submitted Page 5 of 9 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C to the Planner Scheduler by 3:00 p.m. the day the location was missed. No work shall be done with proper, prior notification. B. A list of completed locations ready for inspections shall be emailed to the Planner Scheduler no later than 7:00 a.m. on the day to be inspected. When a location is completed, the Planner Scheduler shall inspect the site and advise the Contractor of any discrepancies/rejections. If any property does not pass an inspection, The Contractor will have one working day to correct for credit. If the property is rejected a 2nd time, the Planner Scheduler will notify the Contractor and deduct 10% for unsatisfactory work from the invoice. If at any time, an area is not corrected, the Contractor will not be given any credit. C. The Contractor shall submit invoices only after a cycle is completed. All areas that have a 10% penalty for unsatisfactory work will have the 10% applied to the total of the invoice. For incomplete work, the invoice will be adjusted to reflect the properties missed based on the cost per acre from the invoice total. D. The City shall have the right to examine the supplies, materials, and equipment used by the Contractor at any time during the contract period or extension terms. E. The Contractor shall always provide a qualified supervisor on each crew while working under this contract. Each supervisor shall be authorized by the Contractor to accept and act upon all directives issued by the Planner Scheduler. Failure of the supervisor to act on said directives shall be enough cause to give notice that the Contractor is in default of the contract unless such directives would create potential person injury or safety hazards. F. Contractor shall promptly (same day) notify the Planner Scheduler of any broken or damaged irrigation systems and poor or inadequate irrigation patterns, holes, cave-ins, or depressions in turf grass, mulched areas, broken signs, watering schedules defects or hazards that impact quality of turf and/or landscaping. G. The Contractor shall be responsible for the replacement of any damages that may be damaged due to improper performance of designated maintenance activities. In such case, The Planner Scheduler shall specify when replacement is to be made. If the Contractor fails to replace the damaged property according to the Planner Scheduler, the Contractor agrees that the City may replace and reduce the Contractor's payment by the amount of cost and/or may result in termination of the contract. Page 6 of 9 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C Exhibit 1 SW Mowing Group 13 ID Area Location Acres 1 Park Road 22 JFK Bridge to City Limit Sign 54.00 2 Verdemar Dr. Park Road 22 to Playa De Rey 0.96 3 Ville Maria Isabel Playa De Ray to Sand Dollar 0.45 4 Sand Dollar Packery Channel Park Road to Verdemar 0.72 5 jAve De San Nico Ville Maria Isabel to Verdemar 0.06 6 Playa De Rey Ville Maria Isabel to Dead End South 1.03 7 Commodore ROW Aquarius St. to Swordfish St. 0.20 8 Commodore FIREBREAK Swordfish St. to Commodores 2.22 9 Sea Pine Dr. FIREBREAK Sea Pine Dr. to Dead End 0.58 10 Allamanda FIREBREAK Pionciana St. to Coral Vine St. 2.51 11 ISea Pine Medians jPalo Deco Dr. to El Socorro Loop Medians 1 0.90 Total Acresl 63.63 #1 Park Road 22 06 Y �� Page 7 of 9 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C #246 Verdemar, Ville Maria Isabel, Sand Dollar, Ave De San Nico, and Pla a Del Re Icxy �3i�a 4 a , s t t #7-#8 Commodore ROW and Commodore Firebreak U do lit - - Page 8 of 9 • ... Sign m A— vrN icy AU F - � dire Island ° Wate T.—W + .* _ ♦ Goagle R 4�' f �.4. ':;, �1 r1CarBlangill 6 -=,..+c'1 c� � .�.. �_�� .�,�•s1 �..# Ey, �q��\iag� �`i •�t�Q1 w'La gfa j"f�.� � y��_ ��+li� taw tl I 1rd ': � �o.}a�,•.9ay4�� /~`' R�T1' sv' '^"'f If Idv9LipaLip, OD 01�e "y Google H imagay•2023 Googfe.lmagery Ozg23 Maiwr TeMnologies.Tevaa General Lana a%ice,U.S.Geological Sarver.USOfVFPAC/GFO,Mao Eala®2g23 �.; .��;�; 20 f A++-- —+ R- aid Form DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C w° UsC�� CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT w BID FORM N�OpP9PPS E� 1852 RFB No. 5351 Mowing and Grounds Maintenance for Storm Water Group 13 Date: 10/1111�-'02-3 PAGE 1 OF 1 BrightView Landscape Services, 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 CYCLES ACRES COST PER TOTAL PRICE CYCLE Storm Water Group 12 63.63 $5,594.32 13 $ 67,131 .84 Grand Total $ 67,131.84 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C ATTACHMENT C: INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 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 DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C 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-B Contracts for General Services - Services Performed Onsite O1/01 /2023 Risk Management - Legal Dept. DocuSign Envelope ID:2C23D776-9FDB-4E78-9AF4-E5652AD13B8C ATTACHMENT D: WARRANTY REQUIREMENTS No manufacturer's warranty required for this Agreement. 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P A y T M r-I • O 4.j O W a~ � � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 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 Mowing and Grounds Maintenance of Athletic Fields CAPTION: Resolution authorizing a one-year service agreement, with a one-year option, with Maldonado Nursery & Landscaping, Inc., of San Antonio, with an office in Corpus Christi, in an amount not to exceed $87,803.76 and a potential amount of $175,607.12 if the option is exercised, for mowing and grounds maintenance of athletic fields for the Parks and Recreation Department, with FY 2024 funding of $43,901 .88 from the General Fund. SUMMARY: The mowing/ground maintenance of public athletic fields assists in ensuring the grounds at each site are safe, secure, and always presentable. There is no current agreement as this is the first agreement to provide mowing and ground maintenance for the fields. This resolution authorizes a service agreement for mowing/grounds maintenance for the following athletic fields: GROUP ATHLETICS MAINTENANCE AREA LOCATION/ADDRESS ACRES 1 Ben Garza Baseball Fields 1815 Howard St. 5.89 2 Bill Witt Racetrack 6869 Yorktown Blvd. 1.50 3 BMX Racetrack/Inside & Out 4035 Greenwood Dr. 8.07 4 Botsford Complex 2801 McArdle Rd. 6.00 5 Greenwood Complex 4409 Greenwood Dr. 10.40 6 Paul Jones Fields 1901 Paul Jones Ave. 9.18 7 Price Park Sports Complex 3801 Gollihar Rd. 17.00 8 Sparkling City Baseball Complex 4035 Greenwood Dr. 5.75 9 Westside Baseball Complex&Cricket Field 4033 Greenwood Dr. 14.00 10 International Westside 4033 Greenwood Dr. 5.21 TOTAL 83.00 BACKGROUND AND FINDINGS: The Parks & Recreation Department evaluated City athletic fields and chose these specific fields based on deferred maintenance, utilization, and rehabilitation. Many of these fields have been neglected and have not been leased/occupied for a long period of time. It is the Department's objective to initiate scheduled maintenance of the fields, returning the fields to operational condition for the community. The Contractor shall provide landscaping/grounds maintenance only in appropriate months and in accordance with the following cycle requirements: Growing Season (March — October) Bi-Weekly — 16 cycles Cycle 1 : 1st — 15t" of the month. Cycle 2: 16t" through the end of the month. Non-Growing Season (November — February) Monthly 4 cycles Cricket Field Weekly: 32 cycles March - October Bi-Weekly: 16 cycles November - February Complete ground maintenance includes removal of litter/debris (prep/post work), mowing, trimming, and edging. The Contractor shall remove excessive clippings immediately following each mowing cycle prior to the work crew leaving the work site. The Contractor shall use herbicides and hand labor to remove/control undesirable vegetation (weeds). Turf shall be mowed to maintain a neat appearance at requested height specifications per the Scope of Work. The Contractor shall establish/maintain a complete Quality Control Program to assure that the requirements of the Contract are provided as specified. In January of 2024, the Parks & Recreation Department hired additional staff (Athletic Field Maintenance Crew) to assist with the mowing/ground maintenance of athletic fields. Following the term expiration of this Service Agreement, it is the Department's goal to fully integrate the maintenance of these athletic fields with staff to perform responsibilities in-house. More specifically, Athletic Field Maintenance Crews provide mowing/grounds maintenance for the internal parameters of the Westside Baseball Complex and the Greenwood Complex. Per the map exhibits of the service agreement, Maldonado Nursery & Landscaping will perform mowing/grounds maintenance for the external parameters (outside fenced areas) of the Paul Jones Field, International Westside Field, and the Greenwood Complex. Also note that the International Westside Field and the Paul Jones Field are currently leased. The Lessees for these two fields are responsible for ground maintenance of the internal parameters as well. PROCUREMENT DETAIL: Finance & Procurement conducted a first-time competitive Request for Bid process to obtain bids for the mowing and grounds maintenance of athletic fields for a one-year service agreement, with a one-year option to extend. The City received eight bids and is recommending the award to the lowest responsive, responsible bidder, Maldonado Nursery & Landscaping, Inc. There is no current agreement as this is the first agreement to provide mowing and grounds maintenance for the fields. ALTERNATIVES: An alternative would be to hire City staff and purchase additional equipment to do the work in- house. The estimated start-up cost for the Parks and Recreation Department to execute the same or similar work with in-house crews would be an estimated $501,760.00, which includes the costs for an additional eight FTE's and all necessary capital equipment. FISCAL IMPACT: Expenditures in the amount of $43,901 .88 with FY2024 funding and the remainder of $43,901.88 with FY2025 funding. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 13041 Athletics Operations Mission Element: Project # (CIP Only): Account: 530225 Mowing & Grounds Maintenance RECOMMENDATION: Staff recommend approval of this resolution authorizing a one-year service agreement, with a one-year option to extend with Maldonado Nursery & Landscaping, Inc., as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tab Resolution Service Agreement Presentation Resolution authorizing a one-year service agreement, with a one-year option, with Maldonado Nursery & Landscaping, Inc., of San Antonio, with an office in Corpus Christi, in an amount not to exceed $87,803.76 and a potential amount of $175,607.52 if the option is exercised, for mowing and grounds maintenance of athletic fields for the Parks & Recreation Department, with FY 2024 funding of $43,901.88 from the General Fund. WHEREAS, State law provides that, if a competitive sealed bidding requirement applies to a contract for goods or services, the contract must be awarded by the City of Corpus Christi ("City") to the lowest responsive, responsible bidder or to the bidder who provides the best value, pursuant to Texas Local Government Code §252.043(a); WHEREAS, the City notified all bidders for Mowing and Grounds Maintenance for Athletic Fields, Bid No. 5596, that a contract would be awarded to the lowest responsive, responsible bidder; WHEREAS, the City Council finds that the lowest responsive, responsible bidder is Maldonado Nursery & Landscaping, Inc.; and WHEREAS, in the event the lowest responsive, responsible bidder fails to execute the awarded contract or fails to perform any services under the agreement, the City Manager, or his designee ("City Manager"), is authorized to execute a service agreement for the remaining contract term with the next lowest bidder in Bid No. 5596, in succession, to secure necessary replacement mowing and grounds maintenance services as a matter of public safety to keep City roadways and sidewalks clear at all times; now, therefore, Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager is authorized to execute a one-year service agreement, with a one-year option, with Maldonado Nursery & Landscaping, Inc. ("Contractor") in an amount not to exceed $87,803.76, with a potential amount of $175,607.52 if the option is exercised, with FY 2024 funding of $43,901.88 from the General Fund. Furthermore, in the event the Contractor fails to execute the awarded contract or fails to perform under the agreement, the City Manager is authorized to execute a replacement service agreement for the remainder of the contract term in accordance with the language stated in the preamble of this resolution. PASSED AND APPROVED on the day of 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary / ( § \( \ \ \ 0 \) ( § [ // / )o 0 ) / - \ \ k \ < \\\ \ � \ L6 \ ) �� \� / § \ § { ® & o § a § �$ \ 7 [CN \ [# ! |f§ ; & §a{f ; )) )\ - Gv]k ; k) ku ©® � \_\§ ; §) 0(,Z 0 * tj % 0 ®+ 0 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 bus cr o� V4 SERVICE AGREEMENT NO. 5596 U Mowing and Grounds Maintenance for Athletic Fields yORPOR0. 0 1$52 THIS Mowing and Grounds Maintenance for Athletic Fields Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Maldonado Nursery & Landscaping, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mowing and Grounds Maintenance for Athletic Fields in response to Request for Bid/Proposal No. 5596 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Mowing and Grounds Maintenance for Athletic Fields ("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 one 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. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 3. Compensation and Payment. This Agreement is for an amount not to exceed $87,803.76, 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: Liza Nino Elizalde Department: Parks and Recreation Phone: 361-826-3026 Email: Lizan@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:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 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:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 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: Liza Nino Elizalde Title: Contract and Funds Administrator Address: 400 Mann St, Suite 200, Corpus Christi, TX 78401 Phone: 361-826-3026 Fax: N/A IF TO CONTRACTOR: Maldonado Nursery & Landscaping, Inc. Attn: Jerry Maldonado Title: Owner /CEO Address: 16348 Nacogdoches Rd., San Antonio, TX 78247 Phone: 210-599-1219 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 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:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 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:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 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:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 CONTRACTOR DocuSigned by: Signature: ACCC3C75410A405 . Printed Name: Terry Maldonado Title: vp 3/19/2024 Date: 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. 5596 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:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 ATTACHMENT A: SCOPE OF WORK 1. General Requirements/Background Information The Contractor shall provide complete mowing and grounds maintenance for Athletic Fields and the Cricket Field including all reasonable and necessary labor, supervision, equipment and supplies to keep contracted areas properly maintained. The Contractor and all related employees shall attend an orientation prior to the term of the contract and each extension. 2. Scope of Work Provide complete ground maintenance including litter, debris removal, and mowing to City owned property as shown on Exhibit A and Exhibit B specifications for locations and mapping. 1 . Prep/Post Work A. Prior to each operation, the Contractor shall remove all litter and debris, including paper, cans, bottles, bags, grass clippings, accumulated leaves, palm fronds, and other tree litter including tree limbs from the identified locations. Including, but not limited to, fence lines, sidewalks, trees, shrubs, groundcover beds, all curbs and gutters, and other hard surfaces within the identified location. Pick-up shall consist of removal of visible litter larger than three inches square. Special attention shall be given to ensure the removal of objects which may cause injury, if thrown from equipment. B. After operations, the Contractorshall remove anyvisible trash and debris that were cut up during the process. The Contractor shall not dispose of any trash or debris into dumpsters located on City property. The trash and debris must be removed from City property and disposed of in accordance with all City ordinances. All trash and litter shall be disposed of properly at the Contractor's expense. C. The Contractor is required to cover/tarp debris while transporting for disposal and while moving from site to site. D. Disposing of litter and debris at an illegal dumpsite is grounds for termination of this agreement. 2. Mowing and Trimminq A. Turf shall be mowed to a height of three inches using reel or rotary type LDSmowers, with the exception of the Cricket Field which will be cut weekly at 1 .5" located at the Westside Baseball Complex, see Exhibit B. Rough Revised 1 1.30.20 Page 1 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 cutting, scraping and bush hogging will not be permitted. B. Turf shall be mowed to maintain a neat appearance. If any mowing is to be omitted or delayed, it shall be omitted or delayed only at the discretion of the Contract Administrator or authorized designee. Mowing cycles must be completed according to the cycle description indicated below. C. Cycle Description Athletic Fields • Growing Season (March - October) *Bi-Weekly - 16 cycles *Bi-Weekly Cycle 1 runs from the 1st-15th Cycle 2 is the 16th through the End of the Month • Non-Growing Season (November- February) Monthly - 4 cycles • Cricket Field Growing Season (March-October) *Weekly* 32 cycles • Cricket Field Non-Growing Season (November-February) *Bi-Weekly* 16 cycles D. Mower height to be measured with mower on a flat, paved surface. A high quality of cut shall be provided using mowers with sharp cutting blades so as not to tear, but cleanly cut the blades of grass. Mowing shall be performed in a manner as not to damage trees, shrubs, plants, signs, or other obstructions. E. String line trimmers shall not be used to mow or trim turf areas wider than 24 inches, except in areas approved by the Contract Administrator or designee. F. Mowing operations shall be performed in such a manner as to prevent the piling of excessive and unsightly grass clippings and leaves on lawns. The Contractor shall remove excessive clippings immediately following each mowing cycle prior to the work crew leaving the work site. G. All resulting clippings and leaves shall be removed from any roadway walkway, parking area, or any other hard surface including curbs and gutters and from plant beds, tree collars, etc. 3. Edaina A. Cut all edges with a mechanical edging device (not a line trimmer) three times per year during the growing season. This includes all curbs and sidewalks. The first edging shall be completed in March, the second in June and the third in October. Revised 1 1.30.20 Page 2 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 B. The Contractor shall promptly remove all debris, including soil and trimmings from the areas, sidewalks, and roadways after each edging operation prior to the work crew leaving the work site. Edge only with steel disc or steel blade edger's. String line trimming shall not be used for edging. 4. Weed Control. Hard Surfaces: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) from expansion joints, cracks of sidewalks, parking lots, curbing and concrete medians, including road pavement that is within two feet of said areas. 3. Work Site and Conditions A. The work shall be performed at locations throughout the City as defined by group. Exhibit A List of Locations and Exhibit B for Maps. B. Contractor shall supply the City with a work schedule to indicate the normal starting and completion times for its operations. The Contractor shall provide landscaping and grounds maintenance only in appropriate months and in accordance with the City's cycle requirements. Changes in such work schedules must be approved by the City. C. Work Hours: The Contractor will confine all operations to daylight hours, Monday through Friday, unless one of the days is a City designated holiday. Saturday and Sunday work will require approval from the Contract Administrator or Superintendent to ensure there is no interference with activities, rentals or special events. D. Non-Work Hours: The Contractor may not store any equipment or tools on any site. The Contractor shall at all times, keep all sites under this agreement, free from accumulations of waste materials or rubbish caused by Contractor's employees at work, and Contractor shall remove all equipment, supplies, and materials belonging to Contractor from and about the work area and all tools, leaving the premises clean. E. Ozone Warning Days: 1 . No mowing will be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing will be kept to a minimum. However, the Contract Administrator or designee will retain the right to determine and notify the contractor of any such special event, emergency or liability. 2. All push mowers, string line trimmers, riding mowers and other small engines will not be used at all. Revised 1 1.30.20 Page 3 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 3. Diesel powered mowing equipment will be allowed to operate on the second day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee, and received permission to proceed with work order. 4. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee and received permission to proceed with work order. 4. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 5. Safety Requirements A. Public Safety and Convenience: The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all Work with the Contract Administrator and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. The Contractor shall provide all signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests to protect the mower and to ensure safe passage for pedestrian and vehicular traffic at all times. The Contractor will be responsible for the maintenance or replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes thereto to correct the unsatisfactory conditions. These provisions for directing traffic will not be paid for directly but shall be subsidiary to the various bid items of this contract. B. Chemicals: All products (chemicals) shall be kept in a properly labeled container and a Safety Data Sheet (SDS) kept on each item, in a clearly marked MSDS notebook by the contractor. The Contractor shall also supply a copy of all MSDS sheets to the Contract Administrator. Revised 1 1.30.20 Page 4 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 6. Equipment A. The Contractor's grounds and turf maintenance equipment must be equipped with safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. The Contractor shall provide all equipment and supplies (adequate in kind, quantity and quality) for professionally performing these services in manner that is satisfactory to the City's Contract Administrator. The typical type of equipment required for the ground maintenance operations are commercial riding lawn mowers (size of mower will vary per location) or larger, blade edger, string line trimmers and blowers. B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Contract Administrator or designee.The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. 7. Security and Protection Property A. Security Requirements: 1 . The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. 2. The Contractor shall not enter City buildings at any location for any reason without receiving prior approval from the Contract Administrator. B. Protection of Property: 1 . The Contractor shall make necessary provision to protect structures and property from any and all damage arising out of, relating to, or resulting from this work. 2. Damages that are not repaired or compensated by the Contractor will be repaired or compensated by the City at the Contractor's expense. 8. Notification and Inspections A. Each Monday morning prior to 8:00 a.m., the Contractor shall email the Contract Administrator or designee indicating the locations and work being performed that week for approval. If locations listed on the approved schedule were not mowed and the schedule requires modifications the revised schedule shall be submitted to the Contract Administrator or designee by 5:00 pm, the day the location was missed. No work shall be done without proper, prior notification. Revised 1 1.30.20 Page 5 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 B. A list of completed locations ready for inspection shall be emailed to the Contract Administrator or designee no later than 8:00 a.m. on the day to be inspected. When a location is completed, the assigned City Inspector shall inspect the site and advise the Contractor of any discrepancies/rejections. In order to receive credit for mowed rejected locations the Contractor shall take whatever action necessary to correct the discrepancies within one working day. Rejected locations not turned in for inspection within on business day of the rejection will be deemed incomplete for the cycle and the Contractor will not be given credit. For the purpose of this contract, workdays shall include Monday- Friday, unless one of the days is a City designated holiday. The City Inspector shall then make another inspection and if the discrepancies have not been corrected, the Contractor will be notified, and a $25 re-inspection fee will be charged for a third inspection. At that time the Contractor shall have one working day to complete the work. If the discrepancies still have not been corrected, the Contractor will be notified to correct the discrepancies and a $50 fee will be charged. Failure of the fourth inspection will deem the property un- serviced and will need to be completed in its entirety within the same cycle and resubmitted for the first inspection. The Contractor shall deduct the inspection fee on the invoice before submitting payment. C. The Contractor shall submit invoices ONLY after cycles are completed. Each location within a group has a 10% penalty for unsatisfactory or incomplete work. A 10% penalty will be applied to the invoice total for incomplete cycles. The Contractor will adjust incomplete cycle payment to reflect the locations missed based on the average price per acre. The 10% penalty will apply to the adjusted invoice total. D. The City shall have the right at all times to examine the supplies, materials and equipment used by the Contractor, agents, and employees. E. Work Crew Supervision: The Contractor shall provide qualified supervision of each crew at all times while working under this Contract. Each supervisorshall be authorized by the Contractor to accept and act upon all directives issued by the City and Contract Administrator. Failure of the supervisor to act on said directives shall be sufficient cause to give notice that the Contractor is in default of the contract unless such directives would create potential personal injury or safety hazards. F. The Contractor shall promptly (same day) notify the Contract Administrator of any broken or damaged irrigation systems and poor or inadequate irrigation patterns, holes, cave-ins, or depressions in turf grass, mulched areas, broken signs, watering schedules defects or hazards that impact quality of turf and/or landscaping. Revised 1 1.30.20 Page 6 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 9. Invoicing For efficient payment processing, all Invoices should have the purchase order number, group number, location and acres serviced on them. Invoices must be mailed to the following address with a copy provided to the Contract Administrator at 12arksandrec.invoices@cctexas.com City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 Revised 1 1.30.20 Page 7 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 EXHIBIT A : LIST OF LOCATIONS /ll'fTl/lll A. 1 /'1/"ATI/'11IC GROUP OPTION B: LOCATIONS GROUP MAINTENANCE AREA LOCATION/ADDRESS ACRES ATHLETICS 1 Ben Garza Baseball Fields 1815 Howard St. 5.89 2 BMX Racetrack / Inside & Out 4035 Greenwood Dr. 8.07 3 Botsford Complex 2801 McArdle Rd. 6.00 4 Greenwood Complex 4409 Greenwood Dr. 10.40 5 Sparkling City Baseball Complex 4035 Greenwood Dr. 5.75 6 Westside Baseball Complex 4033 Greenwood Dr. 14.00 7 International Westside 4033 Greenwood Dr. 5.21 8 Price Park Sports Complex 3801 Gollihar Rd. 17.00 9 Bill Witt Racetrack 6869 Yorktown Blvd. 1 .50 10 Paul Jones Fields 1901 Paul Jones Ave. 9.18 TOTAL 83.00 Revised 1 1.30.20 Page 8 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 EXHIBIT B: MAPS Group Athletics-1 ,I µ #'_ r �1 ., ,� �1�f a arza Fiems 5.89 Acres N)" Ilk i Revised 1 1.30.20 Page 9 of 18 t t' j "p fYF ��• a R MIMI , t BMX Race Track J 8•07 Acres I V ` S.P � I DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 Group Athletics- 3 let ' . 4 # q' J r �i ■ IL i� f w- �w r, Revised 1 1.30.20 Page 11 of 18 MIMI , Greenwood 10.4 Acre - } 1 tu" ? sup 'en n V1IlarPek DP of '+ i t r ry 4, f l DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 Group Athletics- 5 F. Sparkling C-1 mplex. 5.75 Acres 5, I r Y_ a F Had OL F � 5 f Revised 1 1.30.20 Page 13 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 Group Athletics- 6 Westside Baseball Complex /10.30 Acres Borderline Red area - Westside Cricket Field /3.70 Acres Area in red is the Cricket field and should be cut to 1 .5" following cut cycles described in section 4.2.2.C. of the Scope of Work. All other areas remaining within the yellow perimeter for Westside Baseball complex will follow the 3" rule. estside Baseball Complex fs m " 1 �s i. Revised 1 1.30.20 Page 14 of 18 DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 Group Athletics - 7 Mowing outside the red line. International Westside 5.21 Acres rig °I '; y R " F " - � t• iJj I• Revised 1 1.30.20 Page 15 of 18 MIMI , T - Orr ris Price Pa ores Complex A 7. 1►c w Big i' a Pyt Net ire �, DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 Group Athletics- 9 r r b qr JV n � ' h k 5 i 5 ; s t i - I . �•� ram' Revised 1 1.30.20 Page 17 of 18 i N MIMI , 41 OF .� Jon Fields Ares olr d 5 OsC Litt,��w l+r i "I s.Ave ll-'auiriones ve iAwe'some Lawn Care,Itic All . DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 oQ,pusct, ATTACHMENT B: BID AND PRICING SCHEDULE 04 �� CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT v BID FORM (�D5 aCaRPORpixo RFB No. 5596 1852 RN No 4&W Mowing and Grounds Maintenance for Athletic Fields Date: 2/9/2024 PAGE 1 OF 1 Authorized erew. Gharo Bidder: Maldonado Nursery & landscaping, Inc. 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. e. Bidder shall provide pricing for both OPTION A and OPTION B locations. Only one opt! n will be awarded. Option Description QTY UNIT Unit Pricn 5 n Mowing and Grounds Maintenance $81,632.40 Services for Athletic Fields - Option B 20 Cycles $ 4,081 .62 D5 B (79.30 Acres) n n Mowing and Grounds Maintenance $6,171.36 �GV Services for Cricket Field(3.70 Acres) 48 Cycles $ TO °5 ^ 875803.76 *Parks and Recreation Department choose OPTION B for award. DocuSign Envelope ID:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 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. 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:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 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:74E262A5-E2DE-4B1 3-9A5D-1 1 C1 C17C3FD7 hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. BOND REQUIREMENTS: No bonds are required for this Service Agreement 2021 Insurance Requirements Ins. Req. Exhibit 4-113 Contracts for General Services - Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID:74E262A5-E2DE-4B13-9A5D-11 C1 C17C3FD7 ATTACHMENT D : WARRANTY REQUIREMENTS No warranty is required for this Service Agreement. Page 1 of 1 • • �I �I O 4-o 4 O 4� � N v o Q in z. DLoU � • Q � QW cc 01Qw � " UUaa o 7NN • d —Ya oi u UUaa 4--4 4--4 v� _Oth cc ct � O U 4-4 O v� ct 03 + c y� ct �' U ct ct cncn O ct a)cn ct ct ct L� a� m v� O CZ$ . cn ct ct � 74 o o •� c cn ,? '� � cn u ct O �n N �Wo 7NNF • a -Ya m QQ¢Q 0u u a� 00 0 0 0 0 °° © r o FN o t!1 U Lr5 r co o r- L Lo co vs LLI a� 0 0 > 0 0 0 ct 0 ? -� Z3 Q3 '—' Co 0 0 Z3 0 0 0 z � c p �U O d cU Q N N Q) N t ~ O O U cell N a = �>- (D0CL0 C70 O VO LO r r CO10 M O O O O COc CO C 00 0 00 'T Cr 00 O O O .� 'O ';r CN 'mot r c") ":t ':T '::r O o X • Q © E x ct CIO W N 0 O Q) z °- ° a)4-4 4 v �TT � CIOLLJ 4-4 CO b1J Z L U 0 Z3 t m V Q II U O � I � U co o ° �' 70 X Ct 4-4 m co offo m a .0 ) V) a V CIO - -0 0 J r N In d' Lo --4o r-, co CA O C) Q : .r,1 o 7NNh oi u UUarc �i 4--4 N U O � U U 4—, ct bi) 4 . ct ct O � •cp r--� a3cn o o cn U vs U 4� U wnct U cn IC U O ct OF" U UF0o U 11 u UUaa a� 4-4 O 4-4 �b.A bIJ 4-4 u �--� ct ct ct ct cc C)-� -4--4 ct ct cn ct ct 4-4 ct cn ct ct cn 4-4 cn U ° ct .,.i ctcn ct ct ct 0 Eli UIFoo 7NNF- 01 U UUaa � U bA ct V bA � ct � O O U U O c a� C� Ct � � o U � O Ct � O c •ct .-� � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology PeterC(u-)cctexas.com (361) 826-3735 Laura Garcia, Director of Libraries LauraGaa-cctexas.com (361) 826-7070 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Purchase of Library Hardware Replacement Equipment CAPTION: Motion authorizing execution of a five-year service agreement with Great South Texas Corp, dba Computer Solutions, to purchase Cisco wireless network hardware and five-year software licenses for $97,861.46 in support of the Corpus Christi Public Libraries' E-Rate Category 2 Program application, for which there is an eligible 85% E-Rate discounted purchase savings of $82,953.17, resulting in a final purchase amount of $14,908.29, with FY 2024 funding of $97,861.46 from the General Fund. SUMMARY: The Federal Communications Commission (FCC) E-Rate program makes telecommunications and information services more affordable for schools and libraries. E-Rate provides discounts for telecommunications, Internet access, and internal connections to eligible schools and libraries. This purchase agreement with Great South Texas Corp, dba Computer Solutions to upgrade network equipment benefits all six library locations. BACKGROUND AND FINDINGS: Since 2021 , Corpus Christi Public Libraries (CCPL) has participated in the federally funded Category 1 E-rate discount program, which covers 90% of CCPLs internet service cost. CCPL is now applying for the Category 2 E-rate discount program, which covers up to 85% of the cost of eligible network and wi-fi equipment. Applying for E-rate is a complex process; however, the Texas State Library and Archives Commission (TSLAC) is now paying for consultants to assist accredited public libraries through the process. The application is an annual process; to meet the procurement requirements for both the City and E-rate as well as E-rate deadlines, the Request for Proposals and the application process have been running concurrently. Purchasing this equipment increases wireless coverage and allows for statistical reporting opportunities, such as reporting the wi-fi sessions on the Texas State Library and Archives Commission Annual Accreditation Report. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bids process to obtain bids for the purchase of library hardware replacement equipment. The City received eight bids, with two of the eight bids being non-responsive due to incomplete pricing form. Staff is recommending the award to the lowest, responsible, responsive bidder, Great South Texas Corp, dba Computer Solutions. ALTERNATIVES: The alternative is not to upgrade the wireless network equipment. FISCAL IMPACT: Fiscal impact for FY 2024 is $14,908.29 from the General Fund. Participating in the E-Rate program is a savings of $82,953.17. FUNDING DETAIL: Fund: 1020 Organization/Activity: 12800 Mission Element: Project # (CIP Only): N/A Account: 520100 RECOMMENDATION: Staff recommends approval of this motion authorizing the execution of the purchase library hardware equipment as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement o u N Q N a« ¢ Z C7 0 U N ° N ~m U o e L U o o o m' o - u a` ¢ J m o F 0 0 a` � � u m a` 'c 7 J U r r N V C t0 N O tp t0 n a N A �tpp M W tp N N ° o H N C t0 r N N N t0 t0 V V V t0 t0 T ¢ A m Q N r N Q M Y 1So _ - C N Mn 7 W O M m N6 6 16 N 1Q N16 1 ¢ C m Q > N m M m Q Q Q O N ¢ a n m N m co N w co co f9 N - iA f9 NM •G � rM � � N f9 rM 7 v umi Q co co `r m M A N m M N Q R of W V N O a iA N M m N M N X _ H u M Q r N m T N m V Q N C V m tN0 w I I C IN 1 f9 N M m� Q f9 r� mW MM 4] •C � rMM MM NM f9M H U N m C o C N o tN° r b m m Q Q 16 N t0 _ N V a w N Q v r o N � N Q ¢ ~ NfA N H1 M Lri � m rmi u`Ti E o o m c o v a umi ro v c r m r En a N - - _ - V f9 lw Q N_ 7 N in m o c N c O_ 6 -r 6 N N 6 6 Q Q 1 tNp M m N L M mM _ _ � ry � _ iE F V U3 � M 43 M U3 o 9 Z U N co N �_ N w N - - m � •� w w � w w � w z 7 d o U QE N O O N N 1. r ry n m INJ 6 m w 6 m m o c F w in w xo y H 6 Qo Q A N N N co) .1(n a N M r N w OM M M m - �m � O � N f9 NM 4i C7 0 7 O �O `m x o o Q O o ° m ° 5 > > ¢ U -° -° a x E = c U o x �, - -° o a m N m a z c a a m m - m 'a ii m 4 ❑° N 3 a ° o O U x d m LL ry o z o m a > E z z m N m - .- c mX N m X N ° a m �'$' om o o� w� mry o- oo m - _ E _ E oN`o �in�U o m e Uo �� N o om c o mH aoiH oa m = 'n a X o w m c ° o. > Y o m N E U 3 U o• U Uii Um w.�w._ w� w >¢ ��n -~o m q Q m '0' '� S m � w �pV SC 0 > SERVICE AGREEMENT NO. 5676 U Purchase of Wireless Computer Hardware and Software NO RPON Af� 1852 Licenses for Libraries' E-Rate Program THIS Purchase of Wireless Computer Hardware and Software Licenses for Libraries' E-Rate Program Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City"), and Great South Texas Corp., dba Computer Solutions ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Wireless Computer Hardware and Software Licenses for Libraries' E-Rate Program in response to Request for Bid/Proposal No. 5676 ("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 shall provide Wireless Computer Hardware and Software Licenses for Libraries' E-Rate Program ("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. The term of this Agreement is five years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. 3. Compensation and Payment. This Agreement is for an amount not to exceed $97,861 .46, 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 Service Agreement- Libraries' E-Rate Program (Comp Solutions) Page 1 of 6 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: Jaime Ovalle IT Department 361 .826.4092 jaimeo3Ccctexas.com 5. Insurance; Bonds. Reserved. 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 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. Service Agreement- Libraries' E-Rate Program (Comp Solutions) Page 2 of 6 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 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 Information Technology Department Attn: Jaime Ovalle Interim IT Security Operations Officer 1201 Leopard St., Corpus Christi, TX 78401 Service Agreement- Libraries' E-Rate Program (Comp Solutions) Page 3 of 6 Phone: 361 .826.4092 Fax: 361 .826.4342 IF TO CONTRACTOR: Great South Texas Corp., dba Computer Solutions Attn: Jeff Byrom, Account Executive 14410 Wurzbach Pkwy, Ste. 175, San Antonio, TX 78216 Phone: 210.369.0300 Fax: 210.369.0389 17. Reserved. 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. Reserved. 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. Service Agreement- Libraries' E-Rate Program (Comp Solutions) Page 4 of 6 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (Signature Page Follows) Service Agreement- Libraries' E-Rate Program (Comp Solutions) Page 5 of 6 CONTRACTOR Signature: Printed Name: Title: Date: 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 - none Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 5676 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement- Libraries' E-Rate Program (Comp Solutions) Page 6 of 6 Attachment A: Scope of Work 1.1 General Reg uirements/Background Information The Corpus Christi Libraries are upgrading their wireless capabilities for the public at all locations. Libraries are increasing coverage externally, increasing bandwidth, and improving reporting opportunities. The wireless reporting requirements are mandated by the Texas State Libraries and Archives Commission to keep their annual accreditation. 1.2 Scope of Work A. The Contractor will provide computer hardware equipment as outlined on the Bid Form. B. The Contractor shall contact the Contract Administrator of any delays in shipment. 1.3 Special Instructions A. Order and Delivery 1 . The Contractor shall ship the equipment to City of Corpus Christi, City Hall, IT Department, 1201 Leopard Street, 1 It Floor, Corpus Christi, TX 78401 . 2. All contract prices are F.O.B. destination, inside delivery to the City of Corpus Christi IT Department, freight prepaid. 3. If any equipment is found defective, unusable or inoperable to the condition, the Contractor shall arrange return shipment or shipping charge will be reimbursed from the invoice. 4. The Contractor understands and agrees that the City may, at its discretion, cancel any backorders due to the Contractor's inability to delivery the product within the set time frame. 5. Cancellations shall be in writing and sent to the Contractor by email, fax, or mail. 6. No restocking fee or payment of any kind shall be owed for orders cancelled due to Contractor's inability to meet the deadline delivery date. B. Defective Equipment The Contractor shall pay for return shipment on any equipment that arrives in a defective, unusable or inoperable condition. The Contractor must arrange for the return shipment of damaged products. Page 1 of 1 Carpus Christi Public Libraries Project:eRateYR27-FY24-RFB 5676 Public Library Hardware Attachment B: Bid/Pricing Schedule CITY OF CORPUS CHRISTI fQ CONTRACTS AND PROCUREMENT 4 BID FORM r4:sm:i RFB No. 5676 Library Hardware Equipment Replacement PAGE 1 OF 2 Date: March 18, 2024 Great South Texas Corp., Authorized B''dder: dba Comnuter Solutions 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, w thout 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 Ord`nances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all appl cable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for th's RFB. Item Description Item# I QTY Unit Price Total Price I 10GBBASE-CU SFP+Cable 2 Meter SFP-HIOGB- I 1 75.43 75.43 CU2M 2 Catalyst 91661 AP (W6E,tri-band 4x4 CW91661-B 50 890,15 44,507.50 XOR w/Re -B 3 Csco C9800 Series Wireless Controller LIC-C9800L-PERF 1 6,801.58 6,801.58 upgrade license C 4 C Cisco Catalyst 9124AX Series-EDU C9124AXI-B-EDU 9 1,248.78 11,239.02 lCsco Catalyst 9800-L Wireless C9800-L-F-K9 5,322.98 5,322.98 5 Controller Fiber Uplink I CX LEVEL 1 8X7NCD Cisco Catalyst ON-0NCD- 1 1,729.00 1,729.00 6 9800L Wireless Controller C980OLFL 7 Eaton 5PX G2 extended battery 5PXEBM72RTG2 5 811,50 4,057.50 module (EBM),2U 8 Easton 5PX G2 UPS,2U,3000 VA,L5-30P 5PX3000RTG2 5 1,763.25 8,816,25 input, 6 5-20R 9 Easton 9PX 5000 VA with 5kVA 9PX5KTF5 1 I 4,902.80 4,902,80 Transformer 10 Eaton 9PX extended battery module, 9PXEBM18ORT 1 1,295.28 1,295.28 3U Corpus Christi Public Libraries Project:eRateYR27-FY24-RFB 5676 Public Library Hardware 11 Vertical pole/wall mounting kit for AIR-MNT-VERTI 9 67.33 605.97 Catalyst A s 12 Wireless Cisco DNA On-Prem AIR-DNA-A-SY 50 0.00 0.00 Advantage,5Y Term Lic Wireless Cisco DNA On-Prem EDU-DNA-A-5Y 0.00 0.00 10 Advantage,5Y Term,EDf1 Lic 9 14 Network cabling-Box Cat 6 Indoor 77_240-2B ;5 345.00 5,175.00 1,000 it boxes 15 Network Cabling-Box Cat.6 Outdoor 6ROSPBK2N 6 348.75 2,092.50 1,000 ft boxes 16 Free Standing Rack-84" high x 20.25" 55053-702 1 271.90 271.90 wide x 13.4"deep 17 Wall Cabinei-22"wide x 24" deep x 11900-724 1 966.75 968.75 i5" high TJ5E-iT .4-_,_�4 Total ==--4 -The Laity has an existing Cisco Enterprise.r.areement.All DNA line items wiil be sourced via the existing Eh.. Page 2 of 2 @2024 Computer Solutions.All rights reserved.Proprietary and confidential.This document may not be reproduced or distributed,in whole or in part,without the prior written permission of Computer Solutions.Disclosure of information contained herein to outside parties is strictly ubions 1>1 prohibited. 01.05.2024Page 7 Attachment C: Insurance and Bond Requirements No insurance or bond is required for this service agreement. Page 1 of 1 Attachment D: Warranty Requirements A. Controller and cabling - 1 year warranty per manufacturer. B. All other hardware - 3 year warranty per manufacturer. Page 1 of 1 Se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(o-)cctexas.com (361) 826-3735 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Splunk Licenses CAPTION: Motion authorizing execution of a co-operative agreement for a one-year software license renewal with Carahshoft Technology Inc., of Restin, Virginia, through the Texas Department of Information Resources, for Splunk security and data analysis software licenses for $69,039.41 , with continuing one-year renewals subject to sufficient future appropriations, with FY 2024 funding from the Information Technology Fund. SUMMARY: This motion authorizes a one-year co-operative agreement with Carahshoft Technology Inc. for Splunk licenses, with continuing one-year terms, subject to conditions and sufficient future appropriations. Carahshoft Technology Inc. is providing a discount of 13.70% from retail pricing, for a total cost savings of $10,960.59. BACKGROUND AND FINDINGS: Splunk is vital software that collects and records all data types of information within our computer systems. This includes information related to networking, security and programs. The City is currently using Splunk Licenses which are up for renewal. PROCUREMENT DETAIL: Information Technology in conjunction with Finance & Procurement examined other cooperative contracts and service offerings to find the most cost-effective option for the City. Contracts awarded through the Cooperatives have been competitively procured in compliance with Texas Local and State procurement requirements. Prices were checked with DIR and GSA. SHI (a reseller of Carahsoft Technology Inc.) offered the City the highest percentage off MSRP. The subscription license cost this year increased by $119.77 from $68,919.94 from 2023. MSRP SHI DIR GSA Cost $80,000.00 $69,039.41 $79,596.98 Savings $10,960.59 $403.02 Published 13.70% 0.50% Discount 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 2024 is $69,039.41, with future years budgeted through the annual budgeting process. FUNDING DETAIL: Fund: 5210 Information Technology Organization/Activity: 40390 IT Security and Compliance Department: 23 Information Technology Project # (CIP Only): n/a Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing a one-year subscription license with Carahshoft Technology Inc., as presented. LIST OF SUPPORTING DOCUMENTS: Co-operative Agreement Price Sheet City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Splunk Licenses D I R-TSO-4288 Carahsoft Technology, Inc. Restin, VA Item Description Qty Cost Total 1 Splunk Cloud Subscription 1 $69,039.41 $69,039.41 Total $69,039.41 .bUs c.� G� A CO-OPERATIVE PURCHASE AGREEMENT NO. 3179 U Splunk Software Licenses & Support yCaeaoRp�� 1852 THIS Splunk Software Licenses & Support Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Carahsoft Technology Corporation ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor shall provide Splunk Software Licenses & Support in accordance with its agreement DIR-TSO-4288 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co- operative Agreement. 2. Scope. Contractor shall provide Splunk Software Licenses & Support in accordance with the attached Statement of Work & Pricing, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. The initial term of this Agreement is one year beginning July 1 , 2024, and ending June 30, 2025. The parties may mutually agree to auto-renew this Cooperative Agreement for continuing one-year periods (each, an "Option Period"), provided: (i) the underlying Cooperative Agreement either continues in full force and effect or, alternately, has been replaced by a successor DIR- approved co-op agreement with Contractor providing the same software and such replacement co-op agreement is valid on the beginning date of each Option Period; (ii) the same software product and services continue in active use by the City and have not been replaced by a different product and services; (iii) the pricing for each Option Period conforms to the language in section 4 below; and (iv) sufficient current funding has been appropriated by the City to provide for the continuation of this Agreement. Furthermore, following the conclusion of any one-year Option Period, the parties may agree to auto-renew this Agreement so long as the conditions required above in subparts (i) - (iv) are met and neither party has termination this Agreement. 4. Compensation and Payment. This Agreement is for $69,039.41 , subject to execution of one or more written amendments executed by the parties. All pricing for the initial term must be in accordance with Attachment A. The pricing for each Option Period must conform to (i) the amount shown in Attachment A, (ii) the amount stated in an eligible renewal of DIR-TSO-4288, or (iii) the amount stated in a successor DIR-approved co-op agreement, whichever amount of subparts (i), (ii), or (iii) is lowest. Pricing for every continuing one-year auto-renewal Co-operative Purchase Agreement-Carahsoft/SHI (Splunk) Page 1 of 3 of this Agreement must also be in accordance with the pricing condition stated in the foregoing sentence. Invoices must be mailed to the following address: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. Budgetary Appropriation. The continuation of this Agreement (and every optional renewal, if any) 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. 6. 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 Information Technology Dept. Attn: Roel Moreno, IT Security Manager 1201 Leopard St., Corpus Christi, TX 78401 (361 ) 826-3719 Fax: n/a IF TO CONTRACTOR: Carahsoft Technology Corporation Attn: Kai Hollenhorst 1860 Michael Faraday Dr., Suite 100 Reston, VA 20190 WITH A COPY TO RESELLER: SHI Government Solutions Attn: Richard Lettiere, Inside Account Mgr. 3828 Pecana Trail, Austin, TX 78749 Phone: (800) 870-6079 Fax: (512) 732-0232 7. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject Co-operative Purchase Agreement-Carahsoft/SHI (Splunk) Page 2 of 3 matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Date Assistant Director of Finance — Procurement Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work & Pricing Incorporated by Reference Only: Co-operative Agreement: DIR-TSO-4288 Co-operative Purchase Agreement-Carahsoft/SHI (Splunk) Page 3 of 3 Attachment A: Scope of Work & Pricing Pricing Proposal Quotation#: 24574319 Reference#: Previous PO#217129-0 SF11 GS Created On: 3/5/2024 Valid Until: 6/28/2024 TX-City of Corpus Christi Inside Account Manager Roel Moreno Richard Lettiere 1201 Leopard St. 3828 Pecana Trail City Hall-4th Floor Austin,TX 78749 Corpus Christi,TX 78401 Phone: 800-870-6079 United States Fax: 512-732-0232 Phone:3618803420 Email: Richard—Lettiere@SHI.com Fax: Email: RoelM@cctexas.com All Prices are in US Dollar(USD) Product Qty Retail Your Price Total 1 Splunk Cloud Subscription with Standard Success-Plan 1 Year-100 1 $80,000.00 $69,039.41 $69,039.41 GB/day Includes 9000 GB of storage. Splunk-Part#:SE-S-CLD-ST-1000B Contract Name: Products and Related Services(Carahsoft) Contract#: DIR-TSO-4288 Coverage Term:7/1/2024—6/30/2025 Note: Discount Off List- 13% Subtotal $69,039.41 Shipping $0.00 Total $69,039.41 Additional Comments 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. Thank you for choosing SHI-GS! The pricing offered on this quote proposal is valid through the expiration date set above.To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. SHI Government Solutions, Inc. is 100%Minority Owned, Woman Owned Business. TAX ID#22-3695478;DUNS#14-724-3096 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. Sc 0 C7 MCOBPOHP,�0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 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 Veeam Backup and Replication License Renewal CAPTION: Motion authorizing execution of a co-operative agreement for a one-year software license renewal with immixTechnology, Inc., of McLean, Virginia, through the Texas Department of Information Resources, for Veeam backup and replication software to support disaster recovery and business continuity for $90,287.97, with continuing one-year renewals subject to sufficient future appropriations, with FY 2024 funding from the Information Technology Fund. SUMMARY: This motion authorizes continuing one-year software license renewal for software and support for the City's data backup solution, subject to conditions and sufficient future appropriations. BACKGROUND AND FINDINGS: Veeam licensing provides backup and replication for over 620 servers and 1.5 petabytes of data, up from 470 servers 1 petabyte (PB) of data over last year's renewal. The number of servers has increased as a result of consent decree video storage as well as SCADA data growth. This software is critical to our disaster recovery and business continuity. The current term is ending, and Information Technology is requesting renewal to allow continued use and support for this system. The original cost per license was $180, and that cost has decreased to $135 per license. 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 the Cooperatives have been competitively procured in compliance with Texas Local and State procurement requirements. Prices were checked with DIR and OMNIA Partners. CDW-G returned a quote with a greater discount than cooperative pricing, making the CDW-G bid the best value. Unit DIR (CDW-G) OMNIA Partner Discount Discount VEEAM Licenses 10.66% 2% ALTERNATIVES: No alternative. FISCAL IMPACT: The FY 2024 fiscal impact is $90,287.97 to the Information Technology Fund, with future years budgeted through the annual budgeting process. FUNDING DETAIL: Fund: 5210 Information Technology Organization/Activity: 40420 IT Infrastructure Services Mission Element: 241 Provide and support Technology Infrastructure Project # (CIP Only): n/a Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing execution of a co-operative agreement for a one-year software license renewal as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Co-Op Agreement City of Corpus Christi Veeam License Renewal Sr. Buyer: Minerva Alvarado DIR-TSO-4315 immixTechnology, Inc. McLean, VA Item Description Qty Cost Total G-ADVVU L-01-SU 1 AR-00 Veeam Data 1 Platform Advanced Universal 2 $1,345.35 $2,690.70 Subscription License 10/19/2024- 10/18/2025 G-ADVVU L-01-SU 1 AR-00 Veeam Data 2 Platform Advanced Universal 2 $1,345.35 $2,690.70 Subscription License 10/10/2024- 10/18/2025 G-ADVVU L-01-SU 1 AR-00 Veeam Data 3 Platform Advanced Universal 57 $1,345.35 $76,684.95 Subscription License 09-26/2024- 10/18/2025 G-ADVVU L-01-SU 1 MR-00 Veeam Data Platform Advanced Universal 4 Subscription License 09-26/2024- 57 $124.57 $7,100.49 10/18/2025 G-ADVVU L-01-SU 1 MR-00 Veeam Data 5 Platform Advanced Universal 9 $124.57 $1,121 .13 Subscription License 09-26/2024- 10/18/2025 TOTAL $90,287.97 .bUs c.� G� A CO-OPERATIVE PURCHASE AGREEMENT NO. 5819 U Veeam Software Licenses & Support yCaeaoRp�� 1852 THIS Veeam Software Licenses & Support Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and immixTechnology, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor shall provide Veeam Software Licenses & Support in accordance with its agreement DIR-TSO-4315 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co- operative Agreement. 2. Scope. Contractor shall provide Veeam Software Licenses & Support in accordance with the attached Statement of Work & Pricing, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. The initial term of this Agreement is one year, beginning on the applicable dates stated in Attachment A (ranging from September 26, 2024, to January 17, 2025, as detailed in the five licenses acquired via four contracts) and continuing through October 18, 2025. The parties may mutually agree to auto-renew this Cooperative Agreement for continuing one-year periods (each, an "Option Period"), provided: (i) the underlying Cooperative Agreement either continues in full force and effect or, alternately, has been replaced by a successor DIR- approved co-op agreement with Contractor providing the same software and such replacement co-op agreement is valid on the beginning date of each Option Period; (ii) the same software product and services continue in active use by the City and have not been replaced by a different product and services; (iii) the pricing for each Option Period conforms to the language in section 4 below; and (iv) sufficient current funding has been appropriated by the City to provide for the continuation of this Agreement. Furthermore, following the conclusion of any one-year Option Period, the parties may agree to auto-renew this Agreement so long as the conditions required above in subparts (i) - (iv) are met and neither party has termination this Agreement. 4. Compensation and Payment. This Agreement is for $90,287.97, subject to execution of one or more written amendments executed by the parties. All pricing for the initial term must be in accordance with Attachment A. The pricing for each Option Period must conform to (i) the amount shown in Attachment A, (ii) the amount stated in an eligible renewal of DIR-TSO-4315, or (iii) the amount Co-operative Purchase Agreement-immixTechnology/CDW-G (Veeam) Page 1 of 3 stated in a successor DIR-approved co-op agreement, whichever amount of subparts (i), (ii), or (iii) is lowest. Pricing for every continuing one-year auto-renewal of this Agreement must also be in accordance with the pricing condition stated in the foregoing sentence. Invoices must be mailed to the following address: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. Budgetary Appropriation. The continuation of this Agreement (and every optional renewal, if any) 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. 6. 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 Information Technology Dept. Attn: Rick De Leon, IT System Administrator 1201 Leopard St., Corpus Christi, TX 78401 Phone: (361 ) 826-4096 Fax: n/a IF TO CONTRACTOR: immixTechnology, Inc. Attn: Chauncey Kehoe 8444 Westpark Dr., Suite 200 McLean, VA 22102 Phone: (703) 639-1565 Fax: n/a WITH A COPY TO RESELLER: CDW Government Attn: Alyssa McArthur-Guzman, Sales 75 Remittance Dr., Suite 1515, Chicago, IL 60675-1515 Phone: (312) 547-2602 Fax: n/a Co-operative Purchase Agreement-immixTechnology/CDW-G (Veeam) Page 2 of 3 7. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Date Assistant Director of Finance — Procurement Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work & Pricing Incorporated by Reference Only: Co-operative Agreement: DIR-TSO-4315 Co-operative Purchase Agreement-immixTechnology/CDW-G (Veeam) Page 3 of 3 Attachment A: Scope of Work & Pricing WG $ 90,287.97 Customer: City of Corpus Christi Quote Number: 240425A Contact: Rick De Leon Quote Date: April 25,2024 Address: 1201 Leopard St Contract:DIR-TSO-4315 Prepared By: Alyssa McArthur-Guzman Corpus Christi TX Phone: (312)547-2602 Phone: Email: aIysmca(a 2dwg.com VEEAM DATA PLATFORM ADVANCED UNIVERSAL SUBSCRIPTION LICENSE.INCLUDES ENTERPRISE PLUS EDITION 2 G-ADVVUL-01-SU1AR-00 FEATURES.1 YEAR RENEWAL SUBSCRIPTION UPFRONT BILLING&PRODUCTION(24/7) $ 1,345.35 $ 2,690.70 SUPPORT.10 INSTANCE PACK.PUBLIC SECTOR.10/19/24-10/18/25(MSRP:$1,53912%Discount) VEEAM DATA PLATFORM ADVANCED UNIVERSAL SUBSCRIPTION LICENSE.INCLUDES ENTERPRISE PLUS EDITION 2 G-ADVVUL-01-SU1AR-00 FEATURES.1 YEAR RENEWAL SUBSCRIPTION UPFRONT BILLING&PRODUCTION(24/7) $ 1,345.35 $ 2,690.70 SUPPORT.10 INSTANCE PACK.PUBLIC SECTOR.30/30/24-10/18/25 MSRP:$1,53912%Discount VEEAM DATA PLATFORM ADVANCED UNIVERSAL SUBSCRIPTION LICENSE.INCLUDES ENTERPRISE PLUS EDITION 57 G-ADWUL-01-SU1AR-00 FEATURES.1 YEAR RENEWAL SUBSCRIPTION UPFRONT BILLING&PRODUCTION(24/7) $ 1,345.35 $ 76,684.95 SUPPORT.10 INSTANCE PACK.PUBLIC SECTOR.9 26 24-10 18 25 MSRP:$1,539 12%Discount VEEAM DATA PLATFORM ADVANCED UNIVERSAL SUBSCRIPTION LICENSE.INCLUDES ENTERPRISE PLUS EDITION 57 G-ADWUL-01-SU1MR-00 FEATURES.SUBSCRIPTION UPFRONT BILLING 10INSTANCE PACK.&PRODUCTION(24/7) $ 124.57 $ 7,100.49 SUPPORT-RENEWAL MONTHLY COTE RM.9/26/24-10/18/25(MSRP:$142.5012%Discount) VEEAM DATA PLATFORM ADVANCED UNIVERSAL SUBSCRIPTION LICENSE.INCLUDES ENTERPRISE PLUS EDITION 9 G-ADVVUL-01-SU1MR-00 FEATURES.SUBSCRIPTION UPFRONT BILLING 10INSTANCE PACK.&PRODUCTION(24/7) $ 124.57 $ 1,121.13 SUPPORT-RENEWAL MONTHLY COTERM.1/17/25-10/18/25(MSRP:$142.5012%Discount) Contract 03174343 Contract03166543 Contract 03066476 Contract 03257539 *Please Note*This quote reflects advanced 24/7 support(previously known as Veeam Availability Suite)--Includes Veeam backup and Veeam one.There are three enterprise- grade editions:Foundation,Advanced and Premium.All editions contain Veeam's award winning VBR and Instant Recovery;Advanced and Premium editions also deliver advanced resiliency features including monitoring,analytics and recovery.Find more details at https://www.veea m.com/news/veea m-data- platform.html#:'":text=There%20are%20th ree%20enterprise%2Dgrade,includ ing%20mon itori ng%2 C%20a n a lytics%20a n d%20recovery. FREIGHT: $ - GRANDTOTAL:1 $ 90,287.97 Corporate Headquarters: P ease remit payment to: Will Call&Third Party Pickup CDW Government 00 North Milwaukee Ave. F71R'e ittarme Drive,Suite 1515 Vernon Hills,IL 600610. � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziak(a)cctexas.com 361-826-7202 Motion approving a Reimbursement Agreement with the Nueces Center for Mental Health and Intellectual Disabilities for $64,000.00 CAPTION: Motion authorizing a Reimbursement Agreement with the Nueces Center for Mental Health and Intellectual Disabilities for services rendered to aid homeless persons and crime victims, support Community Health Workers, and provide skills training in an amount not to exceed $128,000.00, with a maximum amount payable by the City of up to $64,000.00 per FY2023 and FY2024. SUMMARY: Motion approves a $64,000 reimbursement agreement with the Nueces Center for Mental Health and Intellectual Disabilities (MHID) psychiatric and medication programs. The funds will help MHID provide services when a psychiatric evaluation is indicated to establish an initial diagnosis and the resulting management of medication. Service term is measured in accordance with the City's fiscal year periods beginning on October 1, 2022, through September 30, 2024. BACKGROUND AND FINDINGS: On September 7, 2021, the City Council approved $64,000 in the Fiscal Year 2021-2022 Operating Budget for a service agreement with MHID. MHID is the local mental health and developmental and disabilities authority for Nueces County. The organization is a quasi- governmental agency. The City has provided funds to MHID for over 10 years. Funds have been used to match grants received by MHID to aid homeless persons and crime victims, support Community Health Workers, and provide skills training. This reimbursement agreement will provide funds for comprehensive psychiatric evaluations which include medication management. For reimbursement eligibility, no fewer than 600 evaluations shall be done in one fiscal year period. MHID will provide an invoice with anonymized demographic information and a summary of services provided with expenses incurred up to a maximum of $64,000.00 ALTERNATIVES: The alternative is to not provide funding to MHID. FISCAL IMPACT: The executed service agreement contract will not exceed $64,000 per year for FY23 and FY24 Operating Budget. FUNDING DETAIL: Fund: 1020 Organization/Activity: 12720 Mission Element: 15 Project # (CIP Only): NA Account: 530000 RECOMMENDATION: City staff recommends approval of the agreement with MHID. LIST OF SUPPORTING DOCUMENTS: Service Agreement Scope of Work Invoice w/ Service Summary DocuSign Envelope ID: D6AFB5B2-D4E9-4823-A546-D7DDABC15E7A se �o � AGREEMENT FOR COMPREHENSIVE PSYCHIATRIC EVALUATION AND v MEDICATION MANAGEMENT SERVICES NUECES CENTER FOR MENTAL HEALTH AND INTELLECTUAL DISABILITIES 1�52 This Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City"), and the Nueces Center for Mental Health and Intellectual Disabilities, a unit of local government in the State of Texas ("MHID"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, the City Council budgeted and approved funding for services in fiscal years (FY) 2023 and 2024 to be provided to citizens through the Nueces Center for Mental Health and Intellectual Disabilities; and WHEREAS, MHID provides citizens living with mental illnesses with comprehensive psychiatric evaluation and treatment services, medications, and wellness services. NOW, THEREFORE, City and MHID agree as follows: 1. Scope. MHID shall provide comprehensive psychiatric evaluation services and medication management in Corpus Christi ("Services") for FY 2023 and 2024 in accordance with the scope of work ("Scope of Work") attached to this Agreement as Attachment A, the content of which is incorporated by reference as if fully set out here in its entirety. The Services provided during each FY are measured in accordance with the dates of the City's fiscal year periods which, for the avoidance of doubt, are October 1, 2022, through September 30, 2023, for FY 2023 and October 1, 2023, through September 30, 2024, for FY 2024. 2. Term. This Agreement is in effect from October 1, 2022, and continues through the close of business on September 30, 2024. No Services may be provided by MHID following the end date of the Agreement. 3. Compensation and Payment. This Agreement is for reimbursement for Services rendered in an amount not to exceed $128,000.00, with a maximum amount payable by the City of up to $64,000.00 per FY 2023 and 2024, respectively. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Invoices must be mailed by MHID, with a copy provided to the Contract Administrator, and addressed as follows: City of Corpus Christi Attn: Accounts Payable— Health District P.O. Box 9277 Corpus Christi, TX 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: Dr. Fauzia Khan, Director of Public Health 1702 Horne Rd. Corpus Christi, TX 78416 Phone: (361) 826-7202 Email: fauziak@cctexas.com 5. Insurance. Reserved. 6. 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 the 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 a budget item will be adopted, as that determination is within the City Council's sole discretion when adopting each annual budget. Notwithstanding the foregoing and for the express avoidance of doubt, the provision of Services Page 1 of 4 DocuSign Envelope ID: D6AFB5B2-D4E9-4823-A546-D7DDABC15E7A pursuant to this Agreement is not authorized to be continued after the close of business on September 30, 2024. 7. Independent Contractor. MHID shall perform the Services and work required by this Agreement as an independent contractor and shall 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. 8. Amendments. This Agreement may be amended or modified only in writing executed by an authorized representative of each party. 9. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 10. Taxes. MHID covenants to pay all payroll taxes including, but not limited to, Medicare taxes, FICA taxes, and unemployment taxes, and all other taxes applicable to its employees. Upon request, the Contract Administrator shall be provided proof of payment of these taxes within 15 days of such request. 11. 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 Corpus Christi-Nueces County Public Health District Dr. Fauzia Khan, Director of Public Health 1702 Horne Rd. Corpus Christi, TX 78416 IF TO CONTRACTOR: Nueces Center for Mental Health and Intellectual Disabilities Attn: Mark Hendrix 3733 S. Port Ave., Bldg. B Corpus Christi, TX 78415 12. To the extent allowed by Texas law, MHID 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, reasonable attorneys' fees, and expert witness fees, which arise or are claimed to arise out of a breach of this Agreement or the performance of this Agreement by MHID or which results from the negligent act, omission or misconduct of MHID or its employees or agents. MHID 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's 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 MHID under this section shall survive the expiration or earlier termination of this Agreement. 13. Termination. (A) Termination for Cause. The City may terminate this Agreement for MHID's failure to comply with any of the terms and conditions of this Agreement. The City must give MHID written notice of the breach and Page 2 of 4 DocuSign Envelope ID: D6AFB5B2-D4E9-4823-A546-D7DDABC15E7A set out a reasonable opportunity to cure. If MHID has not cured within the cure period,the City may terminate this Agreement immediately thereafter without additional notice being provided. (B) Termination for Convenience. Alternately, the City may terminate this Agreement for convenience upon 30 days' advance written notice to MHID. The City may also terminate this Agreement upon 24 hours written notice to MHID for failure to pay or provide proof of payment of taxes as set out in this Agreement. 14. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation stated in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential, or special damages. 15. Assignment. No assignment of this Agreement by MHID nor of any right or interest contained herein is effective unless the City Manager first gives written consent in advance to such assignment. The performance of Services described in this Agreement by MHID 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. 16. 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. 17. 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 its attachments and exhibits if any; then, (B) its attachments, followed by its exhibits; 18. Certificate of Interested Parties. MHID 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 the cited statute. 19. Governing Law. MHID 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. 20. 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) Page 3 of 4 DocuSign Envelope ID: D6AFB5B2-D4E9-4823-A546-D7DDABC15E7A CONTRACTOR DocuSigned by: �l(�t �GWUS 4/4/2024 Mike Davis Date Chief Executive Officer CITY OF CORPUS CHRISTI Josh Chronley Date Assistant Director— Finance & Procurement Approved as to legal form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work & Fees Page 4 of 4 DocuSign Envelope ID: D6AFB5B2-D4E9-4823-A546-D7DDABC15E7A ATTACHMENT A SCOPE OF WORK & FEES Services to be Provided: Comprehensive Psychiatric Evaluation and Medication Management Period of Services: Same to be provided for FY 2023 and FY 2024 periods, respectively Comprehensive Psychiatric Evaluation A psychiatric evaluation is indicated for the purpose of establishing the initial diagnosis for the client with a history of suspected or previously diagnosed mental illness. This assessment will be performed at least once every 12 months, regardless of the number of times a client has been readmitted. The evaluation must include an assessment of the client's history, mental status,and disposition in relation to a specific presenting problem or referral question. The examination may include communication with family or other sources,ordering and medical interpretation of lab results,tests and other medical diagnostic studies as appropriate. The primary purpose of the assessment is to formulate a comprehensive plan, including medication,for the individual. The evaluation includes a discussion with the individual and/or his/her legally authorized representative for the purpose of making a diagnosis and recommending treatment. Medication education that includes the risks,benefits, and side effects of each recommended medication must be explained,and written consent must be obtained for each medication from the individual or legally authorized representative. The assessment includes documentation of all findings in a manner consistent with the standards of MHID and the Joint Commission (TJC). The initial evaluation will be billed as E& M code 90791 or 90792. Pharmacological(Medication) Management This service is provided by a physician or other prescribing professional which focuses on the use of medication and the in-depth management of psychopharmacological agents to treat a client's signs and symptoms of mental illness. 2.0 Prescribes psychotropic medication; 2.2 Monitors the therapeutic effects and side effects of psychotropic medication previously prescribed; 2.3 Provides medication education; 2.4 Provides minimal psychotherapy; 2.5 Monitors the individual's overall medical status; 2.6 Monitors other events in the individual's life;and 2.7 Reevaluates the individual's diagnosis and treatment plan goals. This is a reimbursement agreement applicable to each fiscal year(FY 2023 and FY 2024, respectively) in which Services described in this Attachment A are provided. Services must be provided to not fewer than 600 clients/people during each specific FY covered by the Agreement. Once MHID has provided Services to those in need during the applicable FY period, MHID may submit an invoice to the Contract Administrator to request reimbursement. The invoice must include documentation of the Services provided and the expenses incurred by MHID up to a maximum of$64,000 per FY. The invoice must also include a summary of the Services provided and the number of clients/people served. MHID must also include with the invoice anonymized demographic information including, but not limited to,age,gender, race,and ethnicity for statistical reporting purposes only. MHID shall ensure that no information covered by HIPAA is provided in or accompanying the invoice. Invoices to request reimbursement must be mailed to the address stated in the Agreement,with an electronic copy sent by email to the Contract Administrator. FOR FY 2023 SERVICES ONLY: The parties acknowledge and agree that supporting documentation,sufficient to meet the requirements for reimbursement, has been submitted by MHID and received by the City as of March,2024,and is pending final review and release of payment. EXHIBIT A SCOPE OF WORK Scope of Services Provided: Comprehensive Psychiatric Evaluation and Medication Management: A psychiatric evaluation is indicated for the purpose of establishing the initial diagnosis for the client with a history of suspected or previously diagnosed mental illness.This assessment will be performed at least once every 12 months, regardless of the number of times a client has been readmitted. The Evaluation must include assessment of the client's history, mental status, and disposition in relation to a specific presenting problem or referral question.The examination may include communication with family or other sources, ordering and medical interpretation of lab results, tests and other medical diagnostic studies as appropriate. The primary purpose of the assessment is to formulate a comprehensive plan, including medication, for the individual.The evaluation includes a discussion with the individual and/or his/her legally authorized representative for the purpose of making a diagnosis and recommending treatment. Medication education that includes the risks, benefits and side effects of each recommended medication must be explained and written consent must be obtained for each medication from the individual or legally authorized representative.The assessment includes documentation of all findings in a manner consistent with the standards of MHID and the Joint Commission (TJC).The initial evaluation will be billed as E & M codes 90791 or 90792. Pharmacological Management. A service provided by a physician or other prescribing professional which focuses on the use of medication and the in-depth management of psychopharmacological agents to treat a client's signs and symptoms of mental illness. 2.0 Prescribes psychotropic medication; 2.2 Monitors the therapeutic effects and side effects of psychotropic medication previously prescribed; 2.3 Provides medication education; 2.4 Provides minimal psychotherapy; 2.5 Monitors the individual's overall medical status; 2.6 Monitors other events in the individual's life; and 2.7 Reevaluates the individual's diagnosis and treatment plan goals. This is a Reimbursement Agreement. Once MHID has provided services to those in need, MHID may submit an Invoice or Request for Reimbursement to the Contract Administrator for this Agreement. The invoice or request for reimbursement should include documentation of the services provided and the expenses incurred by MHID. The invoice or request for reimbursement should also include a summary of the services provided the number of people served. MHID should also include demographic information including but not limited to: age, gender, race, and ethnicity. No information covered by HIPPA is requested. Reimbursement requests can be sent via email to the City Contract Administrator at: jenniferb9@cctexas.com. j � City of Corpus Christi ^ �� Finance and Procurement Department \ �► Accounts Payable Direct Pay Form Vendor1 1n Invoice Information Vendor#: Invoice Number: (Only one invoice per Direct Pay Form) 5295 CG20230831 Vendor Name: Invoice Date: Nueces Center for Mental Health& Intellectual Disabilities 8/31/2023 InvoiceI Please indicate the category that pertains to your invoice: ❑Background checks(Equifax,etc.) ❑ Refunds/Reimbursements/Rebates ❑Cable Providers ❑ SMG Rentals/Savor Catering a ABC ❑Fees/Fines(Notary,TCEQ,Debt,etc.) ❑ Safety Boot&Uniform Vouchers ❑ Jury Fees Issued by City Check ❑ Specialist Payments(Parks&Recreation) ❑Lease Payments(Non Vehicle/Equipment) ❑ Sponsorships ❑Memberships/Professional Dues ❑ State Inspections of Vehicles ❑Newspaper and Trade Publication Advertisements ❑ Subscriptions to Trade Publications ❑OMB Misc.Agreements ❑Training/Registrations Petty Cash ❑Travel/Mileage/Car Rentals ❑Post Office Boxes/Postage/FedEx/UPS ❑UBO-Operation Heat Help ❑ Public Towing(Police Department only via Ordinance) Other-ifnone of the above categories pertain to Vona•invoice-please contact)Your Director. Ifthey approve,have ))our Director sign this form. (Please ensure that then are a Direct Pay authorized signer.)ALSO NOTE:this form should not be used as a substitute for following the City of Corpus Christi's Procurement Policies&Procedures. Invoice Coding Information (A(MAnother Sheet If You Have More Codings) Fund Department Organization Activity Account Total Cost Number Number 1020 15 12720 00000 530000 64,000.00 Must match your total invoice antormt Grand Total $ 64,000.00 Department 1 1 AuthorizedApprover: Print Name: Dr. Fauzia Khan Title:CC-NC PHD Director Signature: Date: Pleaseforrvard this form,invoice,and any other documentation to the Accounts Payable Division. Thank You! Revised:01/03/2023 MHID e, 0'iP- :,;..e S t��u�� .I ►, \ r 's . MNeces Ctnlfr lPl H-0A 11NHF and lntrtk W.1 INUbillllPf Nueces Center for Mental Health & Intellectual Disabilites 3733 S. Port B Corpus Christi, TX 78415 (361) 886-6900 Bill To: City of Corpus Christi Blandina Costley P.O. Box 9277 Corpus Christi,TX 78469 Invoice Number: CG20230831 Terms Service Date N/A 9/1/22-8/31/23 Invoice Date: August 31,2023 Yearly Invoice $64,000.00 ------ ------ ------- --- ---- -- ----- -- ------ --- -- ---- -- -- ----- ---- -------- -- - - Please return this portion (below)with payment Please make Checks Payble To: Nueces Center for Mental Health & Intellectual Disabilites P.O. Box 71029 Corpus Christi, TX 78467-1029 Attn:Accounting Department Invoice Number: CG20230831 Check Number: Amount Enclosed: $ Date: February 27, 2024 Ms. Judy Sandroussi Controller City of Corpus Christi-Accounting Division P. O. Box 9277 Corpus Christi, TX 78469 Dear Ms. Sandroussi: It is requested that payment be made to Nueces Center for Mental Health and Intellectual Disabilities. The amount now due is $64,000.00 to augment costs associated with the delivery of psychiatric evaluation and medication management services rendered by Dr. Jack Chelebian between 10/1/2022 and 3/31/2023. The following is a brief summary of the services rendered by this provider during the date range above. 788 total psychiatric appointments. Included is a demographic summary of these appointments. Thank you. Sincerely, Mark Hendrix Deputy CEO,NCMHID (city) i I i o e o w 0 w e v O m a n o ri o 0 0 ^ 0 r r _ e o o eo m o 0 0 0 ti U c-I m a n lD C !E C N m n ul « C N n N N N n ~ N tOO m Ol t Z a c�-I `�-I N >L Z n e"-I a N L N ba Ol ~ Ol O O P Ql y O of l0 N L a N N 0 � L p_•--I Ol a-1 c `o u a m O n -1 01 L 6 N N U L 6 ea'1 N V a m O m h o o Y c u M m N m Cp M cl o m m o m Lq o o E vi v ai v a v � m ON m N t0 1p ,L a L Q O o o Q Q W W 00 00 0 o 0 o z E Q ZE Q o 0 0 a a v v w m E - Y aLLF� � LLFU � LL � � w i x O o 0 ON a N O N of 1p ry m n N O O o' F- F- o o o O mw i «+ c c a oti vmi " c c ti 0 oo m 10 a° e o O1 m ee N O O1 of a1 Ol W N c O rNi em-1 N Y O M �i Vf L> Cl M M lM0 N L 2 N 00 O Ol Ol GO yL. .c OG o fNf1 N Lq l�0 L ¢ N a N m L 2 I� M •N-I N a 2 V W ti H o = C = N O N a 10 a u o ti o N o` o `i o w a rn A Y `m eo 00 In C m y M ai N C E U E U U to N m m y m o a; m c c o a > u m o o e N n l0 N l0 V O > V Y Y V O V W M N N ep I� 7 N OJ A a 0 a N Q) t0 m O m z E Q o o 0 a a a, ar m v E ° ,—�, E '° 1of2 Nueces Center for Mental Health&Intellectual Disabilities Vendor#5295 Activity by Neighborhood Services Homeless Outreach Program Planning&Community Development Department Vendor 1/eridor VendorNarne Invoice - Amount` nvo�ce©ate,._ . DueL3ate .Status, 5295 Nueces Ctr for Mental Health& 1NOVEMBER2023 1618.97 11/30/2023 01/31/2024 Historical 5295 Nueces Ctr for Mental Health& FY21221012021TO0612022 64000.00 06/14/2022 07/06/2022 Historical 5295 Nueces Ctr for Mental Health& OCTOBER2021 5333.00 10/01/2021 10/06/2021 Cancelled 5295 Nueces Ctr for Mental Health& SEPTEMBER2021 5309.00 10/01/2020 09/02/2021 Historical 5295 Nueces Ctr for Mental Health& OCTOBER2020 5333.00 10/01/2020 10/08/2020 Historical 5295 Nueces Ctr for Mental Health& NOVEMBER2020 5333.00 10/01/2020 10/29/2020 Historical 5295 Nueces Ctr for Mental Health& MAY2021 5337.00 10/01/2020 04/29/2021 Historical 5295 Nueces Ctr for Mental Health& MARCH2021 5337.00 10/01/2020 02/25/2021 Historical 5295 Nueces Ctr for Mental Health& JUNE2021 5337.00 10/01/2020 06/03/2021 Historical 5295 Nueces Ctr for Mental Health& JULY2021 5333.00 10/01/2020 07/01/2021 Historical 5295 Nueces Ctr for Mental Health& JANUARY2021 5333.00 10/01/2020 12/30/2020 Historical 5295 Nueces Ctr for Mental Health& FEBRUARY2021 5337.00 10/01/2020 02/04/2021 Historical 5295 Nueces Ctr for Mental Health& DECEMBER2020 5337.00 10/01/2020 12/03/2020 Historical 52951 Nueces Ctr for Mental Health& AUGUST2021 5337.00 10/01/2020 08/05/2021 Historical 5295 Nueces Ctr for Mental Health& APRIL2021 5337.00 10/01/2020 04/01/2021 Historical 5295 Nueces Ctr for Mental Health& SEPTEMBER2020 5337.00 11/08/2019 09/03/2020 Historical 5295 Nueces Ctr for Mental Health& OCTOBER2019 5333.00 11/08/2019 11/21/2019 Historical 5295 Nueces Ctr for Mental Health& NOVEMBER2019 5333.00 11/08/2019 12/05/2019 Historical 52951 Nueces Ctr for Mental Health& MAY2020 5333.00 11/08/2019 04/30/2020 Historical 5295 Nueces Ctr for Mental Health& MARCH2020 5333.00 11/08/2019 02/26/2020 Historical 5295 Nueces Ctr for Mental Health& JUNE2020 5333.00 11/08/2019 05/28/2020 Historical 5295 Nueces Ctr for Mental Health& JULY2020 5333.00 11/08/2019 06/25/2020 Historical 5295 Nueces Ctr for Mental Health& JANUARY2020 5333.00 11/08/2019 01/02/2020 Historical 52951 Nueces Ctr for Mental Health& FEBRUARY2020 5333.00 11/08/2019 02/04/2020 Historical 5295 Nueces Ctr for Mental Health& DECEMBER2019 5333.00 11/08/2019 12/05/2019 Historical 5295 Nueces Ctr for Mental Health& AUGUST2020 5333.00 11/08/2019 07/30/2020 Historical 5295 Nueces Ctr for Mental Health& APRIL2020 5333.00 11/08/2019 03/26/2020 Historical 5295 Nueces Ctr for Mental Health& MAY2019 4500.00 05/30/2019 05/30/2019 Historical 52951 Nueces Ctr for Mental Health& APR12019 4500.00 04/30/2019 05/07/2019 Historical 5295 Nueces Ctr for Mental Health& MARCH2019A 4500.00 03/29/2019 04/15/2019 Historical 5295 Nueces Ctr for Mental Health& FEBRUARY2019 4500.00 02/25/2019 02/25/2019 Historical 5295 Nueces Ctr for Mental Health& JANUARY2019 4500.00 01/31/2019 02/05/2019 Historical 5295 Nueces Ctr for Mental Health& DECEMBER2018 4500.00 12/31/2018 01/04/2019 Historical 52951 Nueces Ctr for Mental Health& JUNE2019A 29166.66 12/04/2018 06/26/2019 Cancelled 5295 Nueces Ctr for Mental Health& NOVEMBER2018 4500.00 11/30/2018 01/17/2019 Historical 5295 Nueces Ctr for Mental Health& OCTOBER2018 4500.00 11/02/2018 11/12/2018 Historical 5295 Nueces Ctr for Mental Health& MARCH2019 4500.00 10/03/2018 03/28/2019 Historical 5295 Nueces Ctr for Mental Health& JUNE2019 4500.00 10/03/2018 06/26/2019 Historical 52951 Nueces Ctr for Mental Health& JULY2019 4500.00 10/03/2018 07/25/2019 Historical 52951 Nueces Ctr for Mental Health& APRIL2019 4500.00 10/03/2018 04/25/2019 Historical 52951 Nueces Ctr for Mental Health& SEPTEMBER2018 4500.00 10/01/2018 10/10/2018 Historical 52951 Nueces Ctr for Mental Health& AUGUST2018 4500.00 09/05/2018 09/05/2018 Historical 5295 Nueces Ctr for Mental Health& JULY2018 4500.00 07/31/2018 08/14/2018 Historical 5295 Nueces Ctr for Mental Health& JUNE2018 4500.00 07/02/2018 07/12/2018 Historical 5295 Nueces Ctr for Mental Health& JULY022018 4500.00 07/02/2018 07/09/2018 Cancelled 5295 Nueces Ctr for Mental Health& MAY2018 4500.00 06/01/2018 06/11/2018 Historical 52951 Nueces Ctr for Mental Health& APRIL2018 4500.00 05/11/2018 05/22/2018 Historical 5295 Nueces Ctr for Mental Health& MARCH2018 4500.00 04/02/2018 04/09/2018 Historical 5295 Nueces Ctr for Mental Health& FEBRUARY2018 4500.00 03/02/2018 03/08/2018 Historical 5295 Nueces Ctr for Mental Health& JANUARY2018 4500.00 02/01/2018 02/06/2018 Historical 5295 Nueces Ctr for Mental Health& DECEMBER2017 4500.00 01/03/2018 01/15/2018 Historical 52951 Nueces Ctr for Mental Health& NOVEMBER2017 4500.00 12/01/2017 12/11/2017 Historical 2of2 5295 Nueces Ctr for Mental Health& OCTONER2017 4500.00 11/09/2017 11/13/2017 Cancelled 5295 Nueces Ctr for Mental Health& OCTOBER2017 4500.00 11/09/2017 11/16/2017 Historical 5295 Nueces Ctr for Mental Health& SEPTEMBER2017 4500.00 10/09/2017 10/16/2017 Historical 5295 Nueces Ctr for Mental Health& AUGUST2017 4500.00 10/09/2017 10/16/2017 Historical 52951 Nueces Ctr for Mental Health& JULY2017 4500.00 08/02/2017 08/14/2017 Historical 5295 Nueces Ctr for Mental Health& JUNE2017 4500.00 06/06/2017 07/10/2017 Historical 5295 Nueces Ctr for Mental Health& MAY2017 4500.00 05/31/2017 06/05/2017 Historical 5295 Nueces Ctr for Mental Health& MARCH2017 4500.00 05/09/2017 05/12/2017 Historical 5295 Nueces Ctr for Mental Health& APRIL2017 4500.00 05/09/2017 05/12/2017 Historical 52951 Nueces Ctr for Mental Health& FEBRUARY2017 4500.00 03/06/2017 03/06/2017 Historical 5295 Nueces Ctr for Mental Health& JAN2017 4500.00 01/31/2017 02/07/2017 Historical 5295 Nueces Ctr for Mental Health& MENTALHEALTHTRAINING17 330.00 01/18/2017 01/19/2017 Historical 5295 Nueces Ctr for Mental Health& DECEMBER2016 4500.00 01/06/2017 01/11/2017 Historical 5295 Nueces Ctr for Mental Health& NOVEMBER2016 4500.00 11/30/2016 12/06/2016 Historical 52951 Nueces Ctr for Mental Health& OCTOBER2016 4500.00 10/20/2016 10/20/2016 Historical 5295 Nueces Ctr for Mental Health& SEPTEMBER2016 4500.00 10/07/2016 10/20/2016 Historical 5295 Nueces Ctr for Mental Health& AUGUST2016 4500.00 08/31/2016 09/06/2016 Historical 5295 Nueces Ctr for Mental Health& JULY2016 4500.00 08/02/2016 08/08/2016 Historical 5295 Nueces Ctr for Mental Health& JUNE2016 4500.00 07/05/2016 07/11/2016 Historical 52951 Nueces Ctr for Mental Health& MAY2016 4500.00 06/01/2016 06/07/2016 Historical 5295 Nueces Ctr for Mental Health& APRIL2016 4500.00 05/04/2016 05/10/2016 Historical 5295 Nueces Ctr for Mental Health& MARCH2016 4500.00 03/31/2016 04/04/2016 Historical 5295 Nueces Ctr for Mental Health& FEBRUARY2016 4500.00 03/02/2016 03/08/2016 Historical 5295 Nueces Ctr for Mental Health& JANUARY2016 4500.00 02/01/2016 02/15/2016 Historical 52951 Nueces Ctr for Mental Health& DECEMBER2015 4500.00 02/01/2016 02/15/2016 Historical 5295 Nueces Ctr for Mental Health& NOVEMBER2015 4500.00 11/30/2015 12/07/2015 Historical 5295 Nueces Ctr for Mental Health& OCTOBER2015 4500.00 10/30/2015 11/10/2015 Historical 5295 Nueces Ctr for Mental Health& SEPT2015 4500.00 09/30/2015 10/06/2015 Historical 5295 Nueces Ctr for Mental Health& AUGUST2015 4500.00 08/31/2015 09/21/2015 Historical 52951 Nueces Ctr for Mental Health& 101 330.00 08/05/2015 08/12/2015 Historical 5295 Nueces Ctr for Mental Health& JULY2015PAYMENT 4500.00 07/30/2015 11/04/2015 Historical 5295 Nueces Ctr for Mental Health& JUNE2015 4500.00 06/30/2015 07/08/2015 Historical 5295 Nueces Ctr for Mental Health& MAY2015 4500.00 06/01/2015 06/08/2015 Historical 5295 Nueces Ctr for Mental Health& APRIL2015 4500.00 04/30/2015 05/05/2015 Historical 52951 Nueces Ctr for Mental Health& MARCH2015 4500.00 03/31/2015 05/12/2015 Historical 5295 Nueces Ctr for Mental Health& FEBRUARY2015 4500.00 02/27/2015 03/02/2015 Historical 5295 Nueces Ctr for Mental Health& JANUARY2015 4500.00 01/30/2015 02/06/2015 Historical 5295 Nueces Ctr for Mental Health& DECEMBER2014 4500.00 12/30/2014 01/06/2015 Historical 5295 Nueces Ctr for Mental Health& 2014NOVPAYMENT 4500.00 12/03/2014 12/08/2014 Historical 52951 Nueces Ctr for Mental Health& STATE MENTOCT2014 4500.00 10/31/2014 11/11/2014 Historical 5295 Nueces Ctr for Mental Health& SEPT2014 4500.00 10/22/2014 11/06/2014 Historical 5295 Nueces Ctr for Mental Health& INTERLOCALAGRMNT -84306.00 10/21/2014 12/17/2014 Historical 5295 Nueces Ctr for Mental Health& INTERLOCALAGRMNT 84306.00 10/21/2014 12/17/2014 Historical 5295 Nueces Ctr for Mental Health& AUGUST 2014 1432.50 10/03/2014 10/15/2014 Historical 52951 Nueces Ctr for Mental Health& INOVJOINTELECTION 251200.42 11/05/2013 10/23/2014 Historical CL 0 x o W CR CD E (0 w tD O CD 12 LL U) CD (D 0 LL E x 4) 0 0 w E 0 C. 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SUMMARY: The Texas Department of State Health Services ("DSHS') has awarded a grant contract in the amount of$269,814 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: The CCNCPHD has been awarded this grant for more than 20 years. The primary purpose of the grant is to report new cases of Syphilis and HIV to the Texas Department of State Health Services and conduct disease investigations. Staff intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea through testing and treatment. Additionally, staff prevent cases of congenital syphilis through disease reporting, disease investigation, and disease intervention. This grant funds 3.3 Full Time Equivalents. The partial (.3) salary is supplemented by another grant, the HIV Surveillance grant, to fully pay for a full-time position that is responsible for both HIV and STD disease surveillance activities. ALTERNATIVES: Refuse the grant and discontinue offering services to report and investigate new cases of Syphilis and HIV, intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea and 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 Organ ization/Activity: 831823F Department Number: 15 Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. HHS001315900002 Presentation Ordinance appropriating $269,814.00 in the Health Grant Fund from an increase in the STI/HIV Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STI/HIV prevention and control services for the period of September 1, 2024, through August 31, 2025. WHEREAS, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and WHEREAS, the Texas Department of State Health Services has awarded an additional $269,814.00 for Contract No. HHS001315900002 to provide STI/HIV prevention and control services for the period of September 1, 2024 through August 31, 2025. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Funds in the amount of $269,814.00 is appropriated in the No. 1066 Health Grants Fund to provide STI/HIV prevention and control services for the period of September 1, 2024 through August 31, 2025. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary DocuSign Envelope ID:5B7449B8-3228-4333-91 E7-459A5B922575 r'�� TE .�S Texas Department of State Health Services �b Health and Human Services Jennifer A.Shuford„M.C>.,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: HHS001315900002, Amendment No. 1 Contract Amount: $539,629.00 Contract Term: September 1, 2023 through August 31, 2025 Dear Dr. Khan: Enclosed is Amendment No. 1 to 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. This amendment increases the contract by $269,814.00, revises certain attachments, and extends the contract term through August 31, 2025. Please let me know if you have any questions or need additional information. Sincerely, Martha Jasse, CTCD, CTCM Contract Manager martha.jasse(&dshs.texas.gov P.O. Box 149347 •Austin,Texas 78714-9347 • Phone: 888-963-7111 • TTY:800-735-2989 • dshs.texas.gov DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001315900002 AMENDMENT NO. 1 The DEPARTMENT OF STATE HEALTH SERVICES ("DSHS" or "System Agency") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICt (CITY) ("Grantee"), who are collectively referred to herein as the "Parties" to that certain agreement for services to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis, denominated as DSHS Contract No. HHS001315900002 and effective September 1, 2023 (the "Contract"), now desire to amend the Contract. WHEREAS, DSHS desires to extend the Contract term, increase the Contract amount to pay for services delivered during fiscal year ("FY") 2025, and revise the Budget accordingly; WHEREAS,DSHS desires to revise the Statement of the Work; WHEREAS,DSHS desires to update its Reporting Requirements for FY 2025; WHEREAS, DSHS desires to update its Contract Affirmations and HHS Uniform Terms and Conditions; and WHEREAS, Grantee agrees to complete the annual Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification. Now,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. SECTION III of the Contract, DURATION, is hereby amended to reflect a revised termination date of August 31, 2025. 2. ARTICLE V of the Contract, BUDGET AND INDIRECT COST RATE, is amended to add $269,814.00 for authorized services to be provided from September 1, 2024, through August 31, 2025 and is revised to read as follows: The total anount of this Contract will not exceed $539,629.00. All expenditures under the Contract shall be in accordance with ATTACHMENT B-1,REVISED BUDGET. 3. ATTACHMENT A of the Contract, STATEMENT OF WORK, is deleted in its entirety and replaced with ATTACHMENT A-1,REVISED STATEMENT OF WORK. 4. ATTACHMENT B of the Contract, BUDGET, is deleted in its entirety and replaced with ATTACHMENT B-1,REVISED BUDGET. 5. ATTACHMENT C of the Contract, REPORTING REQUIREMENTS FY 2024, is deleted in its entirety. 6. SECTION VI of the Contract, REPORTING REQUIREMENTS,is revised to read as follows: DSHS Contract No.HHS001315900002 Page 2 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Grantee shall submit the reports as described in ATTACHMENT A-1, REVISED STATEMENT OF WORK. 7. ATTACHMENT D of the Contract, CONTRACT AFFIRMATIONS V.2.0, is deleted in its entirety and replaced with ATTACHMENT D-1,CONTRACT AFFIRMATIONS V.2.3. 8. ATTACHMENT E, HHS UNIFORM TERMS AND CONDITIONS — GRANT, VERSION 3.2, is deleted in its entirety and replaced with ATTACHMENT E-1, HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3. 9. ATTACHMENT J-1, FFATA CERTIFICATION FORM, is added to and incorporated into the Contract. 10. This Amendment No. 1 shall be effective as of September 1, 2024. 11. Except as amended and modified by this Amendment No. 1, all terms and conditions of the Contract, as amended, shall remain in full force and effect. 12. Any further revisions to the Contract shall be by written agreement of the Parties. 13. Each Parry represents and warrants that the person executing this amendment on its behalf has full power and authority to enter into this amendment. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001315900002 Page 3 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 SIGNATURE PAGE FOR AMENDMENT NO. 1 DSHS CONTRACT No.HHS001315900002 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: By: Name: Name: Title: Title: Date of Signature: Date of Signature: THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-1 REVISED STATEMENT OF WORK ATTACHMENT B-1 REVISED BUDGET ATTACHMENT D-1 CONTRACT AFFIRMATIONS V.2.3 ATTACHMENT E-1 HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3 ATTACHMENT.I-1 FFATA CERTIFICATION FORM DSHS Contract No.HHS001315900002 Page 4 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ATTACHMENT A-I REVISED STATEMENT OF WORK L GRANTEE RESPONSIBILITIES A. Grantee shall 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 (CDC) STD Program Operations Guidelines, located at: hlt2://www.cdc.gov/std/program/gl-2001.htm. B. Grantee shall 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. Grantee shall maintain written program procedures covering the seven (7) core activities. All procedures must be consistent with the requirements of this Contract. D. Grantee shall perform the activities required under this Contract in the service area designated in this Contract. Service area includes the following county(ies): City of Corpus Christi. E. Grantee shall designate one staff member 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. Grantee shall 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 STD Program Operating Procedures and Standards (POPS),located at: http://www.dshs.texas.gov/hivstd/pops/default.shtm; 2. DSHS TB/HIV/STD and Viral Hepatitis Unit Security Policies and Procedures, located at: hlt2://www.dshs.texas.gov/hivstd/policy/securily.shtm, 3. CDC STD Program Operations Guidelines,located at: hlt2://www.cdc.gov/std/program/gl-2001.htin; 4. CDC STD Treatment Guidelines, located at: http://www.cdc.gov/std/treatment/; and 5. DSHS HIV and STD Program Policy Reporting Suspected Abuse and Neglect of Children, located at: hllps://www.dshs.texas.gov/childabusereporting/default.shtm. G. Grantee shall comply with all applicable federal and state regulations and statutes, as amended, which are incorporated by reference, including, but not limited to: DSHS Contract No.HHS001315900002 Page 5 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 1. Chapters 81 and 85 of the Texas Health and Safety Code, especially 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. Section 531.02161 of the Texas Government Code, as an update to provision of services, where there is delivery of an in-person service, there must also be an option of that service by telecommunications or through the use of information technology. H. Grantee shall perform all activities in accordance with the terms of this Contract and any subsequent instructions from DSHS. Grantee shall request DSHS written approval before diverting from applicable policies, procedures, and protocols and must update its implementation documentation within forty-eight (48) hours of making approved change(s). Changes must not be implemented unless DSHS written approval is provided to Grantee. I. 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. J. Grantee shall provide clinical services in accordance with Chapter 12 of DSHS HIV/STD Program POPS for examining, testing, and treating individuals served in public STD clinics. If data indicates that less than 90% of individuals served were examined, tested and/or treated for STD(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. K. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics are medically managed according to Grantee written protocols and in compliance with DSHS HIV/STD Program POPS, and with CDC STD Treatment Guidelines 2021, as revised. L. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD 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 to be prioritized for PrEP referrals include: Men who have Sex with Men (MSM) with rectal GC and/or syphilis; individuals who have an HIV+ partner; individuals in the social-sexual network of an identified HIV genotype cluster; and others at increased risk for HIV who could benefit from PrEP. DSHS Contract No.HHS001315900002 Page 6 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 M. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics, who have been previously diagnosed with HIV and have no evidence of care for more than twelve (12) months, be referred to a disease intervention specialist(DIS) or other linkage worker to ensure they are re- engaged into HIV medical care. N. Grantee shall explore mechanisms to expand testing and awareness of STDs via home testing and home self-collection kits and self-collection. O. Grantee shall explore mechanisms to use telemedicine or telehealth for individuals seeking STD diagnostic and treatment services and/or PrEP/nPEP services. P. Grantee shall ensure that a complaint process is maintained and posted in the areas where services are provided, in accordance with Chapter 12 (STI Clinical Standards) of the DSHS HIV/STD Program POPS. Q. Grantee shall maintain a staff retention policy. R. Grantee shall provide routine staffing updates for vacant positions, in accordance with DSHS required format and schedule for reporting. S. Grantee shall participate in targeted evaluation activities and other projects as required by DSHS or CDC. T. Grantee shall 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. U. Grantee shall establish and maintain mutually agreed-upon written procedures with local providers to ensure the provision of partner services in accordance with DSHS HIV/STD 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. V. Grantee shall establish and maintain mutually agreed-upon written procedures with local agencies who provide services frequently needed by clients seeking HIV/STD services from Grantee in accordance with DSHS HIV/STD 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, the following services: 1. HIV testing and counseling; 2. STD clinical services; 3. Partner services; 4. HIV medical and support services; 5. Substance use treatment services; 6. Harm reduction services; and 7. Mental health services. DSHS Contract No.HHS001315900002 Page 7 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 At a minimum, such procedures must address conditions associated with making and accepting client referrals. If Grantee provides all of the services in Subsections I(V)(1-7) herein in a specific geographic area, no such agreement is necessary for that area. Grantee shall maintain complete records of all referrals made. These procedures must be finalized and in place within thirty (30) days from the effective date of this Contract. W. Grantee shall ensure that performance of activities under this Contract is of a high quality and consistent with all the requirements of this Contract. X. Grantee shall 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. Y. Grantee shall ensure that all staff designated to provide HIV and/or syphilis screening(s) by collecting blood-based specimens, in both field and clinical settings, complete DSHS-approved training prior to providing such services. Supplemental testing must be collected by venipuncture immediately, on site, after a point-of-care preliminary positive test result. Grantee staff shall 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. Z. Grantee shall ensure that all staff designated to deliver all HIV and/or STD results including positive results, in both field and clinical settings, complete DSHS- approved training prior to providing such services. AA. Grantee shall ensure that all staff conducting field work and designated to disclose the reason s/he is contacting persons (e.g., exposure to someone who tested positive for HIV and wanted to ensure s/he had the ability to be tested, positive test results were received from a provider, laboratory, life insurance company, etc.) complete DSHS-approved training prior to providing such services. BB. Grantee shall ensure that staff performing under this Contract deliver all reactive test results within the designated timeframes referenced in the DSHS HIV/STD Program POPS. Grantee staff shall ensure the client understands the infection(s) s/he has tested reactive for, is offered appropriate treatment for his/her infection(s) and is linked to other medical and social resources as appropriate (e.g., HIV testing and counseling; Pre-Exposure Prophylaxis (PrEP); Harm Reduction Services; STD clinical services; partner services; HIV medical and support services; substance use treatment services; and mental health services). CC. Grantee staff operating under this Contract may be reassigned by DSHS or Grantee to respond to Grantee's rapid response efforts or another PHFU program's response to address and intervene in the transmission of reportable STDs,HIV, and/or other infections. DSHS Contract No.HHS001315900002 Page 8 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 DD. Grantee shall ensure that staff attend training identified by DSHS to respond to activities. The training will include planning, implementation, and evaluation of rapid response activities. EE. Grantee shall maintain training records and ensure that staff complete and continue training as required by DSHS. IL PERFORMANCE MEASURES A. Grantee shall follow the requirements for each of the STD Program Objectives in DSHS HIV/STD Program POPS, 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 and Grantee must implement these measures according to a timetable directed by DSHS. B. Public Health Follow-Up (PHFU) Program Objectives 1. For Syphilis Objectives: a. Grantee shall 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. "Early syphilis" means all syphilis cases that are determined to be primary, secondary, or early non-primary/non-secondary syphilis. The CDC definition of syphilis is located at https://ndc.services.cdc.gov/conditions/syphilis/. b. Grantee shall 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 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. Grantee shall ensure that all partners initiated (partners obtained from the interview/case management process with locating information as outlined by Chapter 9 (Disease Intervention Specialist Performance Standards) of the DSHS HIV/STD Program POPS to attempt notification on early syphilis interviews) are notified of the disease exposure. If data indicates less than .75 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. DSHS Contract No.HHS001315900002 Page 9 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 d. Grantee shall ensure that all partners notified of syphilis exposure are tested and treated for syphilis, including incubating syphilis (disease intervention 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. Grantee shall ensure that a treatment index of at least 0.75 is achieved for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than 0.75 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. Grantee shall ensure that 95% of pregnant women and 85% of women of childbearing capacity with a syphilis morbidity are identified, appropriately followed up with, and treated appropriately more than forty-five (45) days prior to delivery to prevent congenital syphilis as outlined by DSHS HIV/STD Program POPS, Chapters 23.1.2 and 23.1.3. g. Grantee shall ensure that all infants born to a woman with a history of syphilis in their jurisdiction are investigated and reported within thirty (30) days of receiving report of birth as outlined by DSHS HIV/STD Program POPS, Chapter 23. h. For people of childbearing capacity, Grantee shall 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 the first prenatal visit, during third trimester, and at delivery as required by Chapter 81, Texas Health and Safety Code, Section 81.090. i. Grantee shall ensure that all people of childbearing capacity identified during public health follow-up activities 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, as outlined by DSHS HIV/STD Program POPS Chapter 23.1.1.2, 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. For HIV Objectives: a. Grantee shall ensure that all individuals newly diagnosed with HIV will be interviewed within seven (7) days in accordance with DSHS HIV/STD 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 DSHS Contract No.HHS001315900002 Page 10 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 by the Grantee to improve that percentage. hi that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. b. Grantee shall ensure that all individuals interviewed who have been newly diagnosed with HIV complete their first HIV medical appointment. If data indicates less than 85% of new HIV-positive clients interviewed 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 follow those additional measures, and do so according to the timetable mandated by DSHS. c. Grantee shall 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. Grantee shall 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 0.75 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. Grantee shall ensure that all partners notified for HIV exposure are tested for HIV. If data indicates less than 70% of the notified partners are tested for HIV, DSHS may (at its sole discretion)require additional measures be taken by 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. Grantee shall ensure that all persons receiving PHFU (initiated partners, those co-infected with a bacterial STD such as syphilis, gonorrhea, and/or chlamydia, and/or individuals in the social-sexual network of an identified HIV cluster) 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. All the tasks described in this provision must be completed by a Disease Intervention Specialist(DIS). C. STD Surveillance Objectives DSHS Contract No.HHS001315900002 Page 11 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 I. Grantee shall ensure 90% of the values for age, sex, county, facility type, and specimen collection date are documented for all syphilis reporting. 2. Grantee shall ensure 90% of the values are reported for: a. Race/ethnicity; b. Gender identity; c. Sexual orientation; d. Sex of sex partners; e. Pregnancy status; f. Clinical signs/symptoms; g. HIV status; h. Substance use; i. Treatment received; and j. Date of treatment documented for primary and secondary syphilis reporting. 3. Grantee shall ensure 80% of syphilis cases have a documented adverse outcome status (possible, likely, verified, no) for neurological, ocular, otic, and late clinical manifestations. 4. Grantee shall complete syphilis case reporting within sixty (60) days after the Morbidity and Mortality Weekly Report(MMWR) end date. IILTRAINING REQUIREMENTS A. Grantee shall ensure that staff comply with minimum training requirements of personnel operating under this Contract. Compliance will be monitored by DSHS. B. Grantee shall notify DSHS of completed trainings in the Semiannual Reports referenced in Section VII, Reporting Requirements, herein. C. Grantee shall require their staff to attend and ensure attendance of training, conferences, and meetings as directed by DSHS and described in this Section. D. Grantee shall require their staff identified to complete Congenital Syphilis investigations, reviews, and approvals, and their backups to complete DSHS approved Congenital Syphilis Basics Training within six (6) months of being identified to complete the investigations. E. DIS staff members must: I. Read and acknowledge Chapters 3 (HIV/STI Partner Services and Seropositive Notification), 8 (HIV/STI Surveillance), 9 (Disease Intervention Specialists Performance Standards) and 23 (Congenital Syphilis) of the DSHS HIV/STD Program POPS; 2. Complete DSHS-approved Fundamentals of STD Intervention (FSTDI), including all prerequisites, within six (6)months of employment; 3. Complete DSHS-approved Fundamentals of Counseling and Testing (FCT) or equivalent within six (6) months of employment; DSHS Contract No.HHS001315900002 Page 12 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 4. Complete training in, and demonstrate knowledge of, the designated database management system; 5. Complete the data security and confidentiality course approved by DSHS within thirty (30) days of employment; 6. Complete the HIV Navigation in Texas (HNT) within one (1) year of employment; 7. Complete the Motivational Interviewing (MI) training within one (1) year of employment; 8. Complete Informede field specimen collection and phlebotomy training that has been approved by the local health authority or clinical designee within sixty (60) days of employment; 9. Demonstrate phlebotomy and specimen collection skills and competency before field specimen collection and annually thereafter. The Grantee shall maintain records of the completed training(s) and skills competency evaluations; 10. Complete training for all locally sanctioned testing technologies used for specimen collection and processing; and 11. If having more than one year of experience, complete additional courses as required by DSHS. F. First-Line Supervisors (FLS) staff must: 1. Read and acknowledge Chapters 8 (HIV/STI Surveillance), 9 (Disease Intervention Specialists Performance Standards) 10 (First-Line Supervisors Performance Standards), 11 (Regional and Local Health Department HIV/STD Program Manager Performance Standards), and 23 (Congenital Syphilis) of the DSHS HIV/STD Program POPS; 2. Complete all training activities which are required for DIS under this Contract, and FLS must also take the next available Texas First-Line Supervisor(TXFLS)training; 3. If new to the jurisdiction, participate in the HIV Navigation in Texas within one year of employment; 4. Attend the DSHS FLS Summit; 5. Attend quarterly DSHS FLS calls; and 6. Attend any other required DSHS trainings, as scheduled. G. Program Manager (PM) staff members must: 1. Read and demonstrate understanding of the following DSHS HIV/STD Program POPS chapters: Chapter 3 (HIV/STI Partner Services and Seropositive Notification), Chapter 8 (HIV/STI Surveillance), Chapter 9 (Disease Intervention Specialists Performance Standards), Chapter 10 (First- Line Supervisors Performance Standards), Chapter 11 (Regional and Local Health Department HIV/STD Program Manager Performance Standards), Chapter 12 (STD Clinical Standards), and Chapter 23 (Congenital Syphilis); 2. Complete all training requirements of DIS and FLS within twenty-four (24) months of hire date; a. If a program manager has not completed the required trainings, they must submit a plan of action to their assigned PHFU consultant to meet this requirement within sixty (60) days of Contract execution; DSHS Contract No.HHS001315900002 Page 13 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 3. Attend DSHS Leadership Meeting; and 4. Attend monthly DSHS Leadership calls. H. STD Surveillance staff members must: 1. Read and acknowledge Chapter 8 (HIV/STI Surveillance) of DSHS HIV/STD Program POPS; 2. Complete training in, and demonstrate knowledge of, the designated database management system; 3. Complete the data security and confidentiality course approved by DSHS within thirty (30) days of employment; 4. Attend STD Surveillance training, as scheduled by DSHS; 5. Attend STD Surveillance monthly meetings, as scheduled by DSHS; and 6. Attend any other DSHS-required trainings. L Additional recommended trainings and topics for all program staff include: 1. Health Insurance Portability and Accountability Act(HIPAA); 2. Ethics; 3. Field Safety; 4. Health Disparities; 5. Cultural Humility; 6. CPR/First Aid; 7. Automated External Defibrillators (AED); 8. Defensive Driving; 9. Approaches in Harm Reduction; 10. Self-Defense; 11. Non-Violent Crisis Intervention; 12. Status Neutral Biomedical Approaches to HIV Prevention (Early Intervention, PrEP, nPEP); 13. Technical Writing; 14. Computer Skills; 15. Linkage to Care; 16. HIV Care and Treatment; 17. Human Trafficking; 18. Substance Use; 19. Mental Health; and 20. Case Notes Documentation. IV. CONFIDENTIALITY A. Grantee shall 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. Grantee shall ensure that its security procedures require that all of its computers and networks meet DSHS security standards, as certified by DSHS IT staff. DSHS Contract No.HHS001315900002 Page 14 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 C. Grantee shall provide a list to DSHS of personnel with access to secured areas and of all identified personnel who have received security training. D. Grantee shall 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. E. Grantee shall ensure that requests for HIV/STD system user account terminations are sent to DSHS within one (1) business day of the identification of need for account termination. F. Grantee shall transfer secure data electronically using the Public Health Information Network. G. Grantee shall maintain a visitors' log for individuals entering the secured areas; this must be reviewed quarterly by the LRP. H. Grantee shall verify HIV/STD system user passwords are changed at least every ninety (90) days; this must be verified by the LRP. I. Grantee shall ensure that portable devices used to store confidential data are approved by the LRP and encrypted. J. Grantee shall ensure that confidential data and 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/STD RAPID RESPONSE PLAN A. DSHS will review the proposed Rapid Response Plan and provide guidance to the Grantee. B. Grantee shall develop, update, and submit a local HIV/STD Rapid Response Plan, and submit by February 1 of each year of the Contract to the designated DSHS staff. The plan must include how the Grantee will: 1. Identify responsible parties for planned activities including, but not limited to, response coordinator, activity team lead, collaborative lead, and 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 case-related screening efforts including testing in correctional settings (as appropriate); 8. Enhance partner services; DSHS Contract No.HHS001315900002 Page 15 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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 to allow staff to work alternate hours or extended hours during response. C. Grantee shall inform DSHS Central Office Capacity Development Coordinator, STD Program Manager, and STD Surveillance Manager of rapid response or outbreak declarations prior to formal announcements. D. Surveillance shall establish and maintain collaborative relationships with local businesses, community clinics, and community-based organizations who serve populations most affected by HIV or other STDs, 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. E. Grantee shall continue to enhance their current HIV/STD surveillance system, including, but not limited to, improving reporting of providers and laboratories and increasing the number of sites that report electronically. F. Grantee shall make all DSHS-directed revisions to the Rapid Response Plan and submit a revised version to the DSHS designated program consultant by the directed deadline. G. Grantee shall notify local leadership and key stakeholders of the finalized plan and maintain a copy within the Program. H. Grantee shall comply with the final, DSHS-approved version of the Rapid Response Plan when an outbreak is identified. 1. Grantee shall designate program DIS persons to respond to local and statewide rapid response activities when necessary. The identified staff must complete 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 Grantee's final, approved STD Rapid Response Plan. J. Grantee shall participate in, follow guidelines for, and complete HIV cluster response activities for preventing and managing HIV outbreaks according to the Texas Cluster Detection and Response Plan. Grantee will designate staff members to respond to cluster assignments as directed by the Texas Cluster Detection Response Team. Grantee shall complete HIV cluster assignments, including but not limited to retesting and re-linkage to care during the designated cluster response period. VI. REPORTING REQUIREMENTS A. Grantee shall submit reports to DSHS in accordance with the schedule outlined in this section for the corresponding fiscal year. DSHS Contract No.HHS001315900002 Page 16 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 B. FISCAL YEAR 2025 REPORTING: REPORT NAME FREQUENCY PERIOD PERIOD DUE DATE BEGIN END Semiannual Report First six (6) 09/01/2024 02/28/2025 03/31/2025 months Semiannual Report Remaining six 03/01/2025 08/31/2025 09/30/2025 (6)months Congenital Syphilis Monthly 09/01/2024 08/31/2025 Due thirty (30) calendar days Case Investigation after period being reported. and Infant Syphilis Control Records Note: This Report is submitted electronically and is subject to HIPAA and PHI data requirements. Local Responsible First six (6) 09/01/2024 02/28/2025 03/31/2025 Party Biannual months Security Assessment (LRP) Report Local Responsible Remaining six 03/01/2025 08/31/2025 09/30/2025 Party Biannual (6)months Security Assessment (LRP) Report Financial Status First six (6) 09/01/2024 02/28/2025 03/31/2025 Report(FSR) months Final FSR Remaining six 03/01/2025 08/31/2025 10/01/2025 (6)months VIL INVOICE AND BUDGET A. Grantee shall submit invoices monthly, on the 30th day of the following month (28th or 29th day if February), or next business day if the 30th day falls on a weekend or holiday, to prevent delays in processing a subsequent month's invoicing. System Agency requires Grantee to submit, on a timely basis, a "zero dollar" invoice for a month in which it did not incur expenses. Grantee shall email invoices and support documentation to invoices(2dshs.texas.gov and crosinvoices(2dshs.texas.gov simultaneously. Invoices received after the 30th of the month, or the next business day, are subject to denial of payment. DSHS Contract No.HHS001315900002 Page 17 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 B. Unless otherwise directed by System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice no later than thirty (30) calendar days following the end of the term of the Contract. Reimbursement or payment requests received after the deadline may not be paid. C. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Grantee's expenditures on a biannual basis. If expenditures are below the Contract amount of the budget year, then, System Agency, in its sole discretion, may reduce the Grantee's budget for the remainder of the Contract term. System Agency also may reduce Grantee's budget if Grantee has vacant positions existing for more than ninety (90) consecutive calendar days. D. Grantee will be paid on a cost reimbursement basis and in accordance with the budget for the corresponding year under this Contract. E. Grantee shall maintain an inventory of equipment, supplies, and real property. Grantee shall submit an annual cumulative report on DSHS Grantee's Property Inventory Report to the DSHS Contract Representative and FSOequipgdshs.texas.gov by email 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$500.00 or more, but less than $5,000.00: 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 do not include a capitalized asset, real property, an improvement to real property, or infrastructure. F. DSHS-approved budget may be revised by Grantee in accordance with the following requirements: 1. For any transfer between budget categories, Grantee shall provide notification of transfer between budget categories by submission of a request for budget change in DSHS-directed format (hereafter the "Budget Change Form") to the DSHS Contract Representative, highlighting the areas affected by the budget transfer and written justification for the transfer request. After DSHS review, the designated DSHS Contract Representative will provide notification of acceptance or rejection to Grantee by email. 2. For transfer of funds between budget categories, other than the `Equipment' and `Indirect Cost' categories, for less than or equal to a cumulative twenty-five (25) percent of the total value of the respective Contract budget period, Grantee shall timely submit the Budget Change Form for DSHS approval. If the revision is approved, then the budget revision is not authorized and the funds cannot be utilized until an amendment incorporating the change(s)is executed by the Parties. 3. For transfer of funds between budget categories, other than the `Equipment' and `Indirect Cost' categories, that cumulatively exceeds twenty-five (25) percent of the total value of the respective Contract budget period, Grantee shall submit DSHS Contract No.HHS001315900002 Page 18 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 timely written notification to DSHS Contract Representative using the Budget Change Form and request DSHS approval. If the revision is approved, then the budget revision is not authorized and the funds cannot be utilized until an amendment incorporating the change(s) is executed by the Parties. 4. Any transfer between budget categories that includes `Equipment' and/or `Indirect Cost' categories must be incorporated by amendment. Grantee shall submit timely written notification to DSHS Contract Representative using the Budget Change Form and request DSHS approval. If the revision is approved, then the budget revision is not authorized and the funds cannot be utilized until an amendment incorporating the change(s)is executed by the Parties. DSHS Contract No.HHS001315900002 Page 19 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ATTACHMENT B-1 REVISED BUDGET DSHS CONTRACT No. HHS001315900002 BUDGET CATEGORIES September 1, 2024—August 31, 2025 PERSONNEL $159,478.00 FRINGE BENEFITS $69,373.00 TRAVEL $3,460.00 EQUIPMENT $0.00 SUPPLIES $37,503.00 CONTRACTUAL $0.00 OTHER $0.00 TOTAL DIRECT CHARGES $269,814.00 INDIRECT CHARGES $0.00 TOTAL $269,814.00 DSHS Contract No.HHS001315900002 Page 20 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 HEALTH AND HUMAN SERVICES Contract Number HHS001315900002 Attachment D1 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.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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 parry 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.2.3 Effective August 2023 Page 2 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 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(SAKI)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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 3 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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.2.3 Effective August 2023 Page 4 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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/ Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 5 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 All reports made to the OIG must be made through one of the following avenues: • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office 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 Affirmations 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.2.3 Effective August 2023 Page 6 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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.2.3 Effective August 2023 Page 7 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 8 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 39. Gender Transitioning and Gender Reassignment Procedures and Treatments for Certain Children—Prohibited Use of Public Money; Prohibited State Health Plan Reimbursement. Contractor understands, acknowledges, and agrees that,pursuant to Section 161.704 of the Texas Health and Safety Code (eff. Sept. 1, 2023),public money may not directly or indirectly be used, granted,paid, or distributed to any health care provider, medical school, hospital, physician, or any other entity, organization, or individual that provides or facilitates the provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor also understands, acknowledges, and agrees that,pursuant to Section 161.705 of the Texas Health and Safety Code (eff. Sept. 1, 2023), HHSC may not provide Medicaid reimbursement and the child health plan program established under Chapter 62 may not provide reimbursement to a physician or health care provider for provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor certifies that it is not ineligible to contract with System Agency under the terms of Chapter 161, Subchapter X, of the Texas Health and Safety Code. 40. 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. 41. 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. 42. COVID-19 Vaccinations Contractor understands, acknowledges, and agrees that,pursuant to Article 11 of the General Appropriations Act, none of the General Revenue Funds appropriated to the Department of State Health Services (DSHS)may be used for the purpose of promoting or advertising COVID-19 vaccinations in the 2024-25 biennium. It is also the intent of the legislature that to the extent allowed by federal law, any federal funds allocated to DSHS shall be expended for activities other than promoting or advertising COVID-19 vaccinations. 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 II. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 9 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 43. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) 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 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) 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. 44. 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. 45. 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. 46. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 10 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 47. 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) (eff. Apr. 1, 2025, Section 544.0106, pursuant to House Bill 4611, Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 48. 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. 49. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section 2275.0102(a)(1), pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) (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 (eff. Sept. 1, 2023, Section 2275.0102, pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.), 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 (eff. Sept. 1, 2023, Section 2275.0103, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), or(2)headquartered in any of those countries. 50. 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 access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 51. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 11 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 52. 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 II. 53. 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. 54. 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. 55. 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. 56. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 57. 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). Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 12 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 58. 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.2.3 Effective August 2023 Page 13 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 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 Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 HHS001315900002 N TEXAS III T- &'dr, Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.3 Published and Effective — November 2023 Responsible Office: Chief Counsel HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 1 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ABOUT THIS DOCUMENT In this document, Grantees(also referred to in this document as subrecipients or contractors)will find requirements and conditions applicable to grant funds administered and passed through by both the Texas Health and Human Services Commission(HHSC) and the Department of State Health Services(DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA,if any,under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations.Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles,and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules(including Uniform Grant and Contract Standards set forth in Title 34,Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code);the Texas Grant Management Standards(TxGMS)developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation,or other instrument/documentation under which HHS was awarded funds.HHS,in its sole discretion,reserves the right to add requirements,terms,or conditions. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 2 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS............................................. 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS.................................................................................. 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 8 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES......................................................................................... 9 ARTICLE III. STATE AND FEDERAL FUNDING................................................................ 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 10 4.1 ALLOWABLE COSTS............................................................................................ 10 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 1 1 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS.......... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 12 5.3 FEDERAL ASSURANCES....................................................................................... 12 5.4 FEDERAL CERTIFICATIONS ................................................................................ 12 5.5 STATE ASSURANCES............................................................................................ 12 ARTICLE VI. INTELLECTUAL PROPERTY........................................................................13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 13 6.3 THIRD PARTY IP................................................................................................. 14 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 3 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 14 6.7 SYSTEM AGENCY DATA...................................................................................... 14 ARTICLE VII. PROPERTY................................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 15 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 15 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY........................ 16 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 16 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSEXOMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 17 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES.......... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 19 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLEX. INDEMNITY..................................................................................................20 10.1 GENERAL INDEMNITY......................................................................................... 20 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...............................................................................21 11.1 AMENDMENTS..................................................................................................... 21 11.2 NO QUANTITY GUARANTEES.............................................................................. 21 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................22 11.5 INSURANCE AND BONDS...................................................................................... 22 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 4 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 23 11.8 SUBCONTRACTORS.............................................................................................. 23 11.9 PERMITTING AND LICENSURE ............................................................................ 23 11.10 INDEPENDENT CONTRACTOR ............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 24 11.12 SEVERABILITY..................................................................................................... 24 11.13 SURVIVABILITY................................................................................................... 24 11.14 FORCE MAJEURE ................................................................................................ 24 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 25 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 25 11.19 SOVEREIGN IMMUNITY....................................................................................... 25 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 26 11.21 COUNTERPARTS..................................................................................................26 11.22 PROPER AUTHORITY........................................................................................... 26 11.23 E-VERIFY PROGRAM .......................................................................................... 26 11.24 CIVIL RIGHTS......................................................................................................26 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 27 11.26 DISCLOSURE OF LITIGATION.............................................................................. 27 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 28 11.28 BINDING EFFECT................................................................................................. 28 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 5 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract"or"Grant Agreement"means the agreement entered into by the Parties, including the Signature Document,these Uniform Terms and Conditions, along with any attachments and amendments that may be issued by the System Agency. "Deliverables"means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date"means the date on which the Grant Agreement takes effect. "Federal Fiscal Year"means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee"means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or"HHS"includes HHSC and DSHS. "Intellectual Prope . Rights"means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept,personality right, method,process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work,pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Parry 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. "Pam"means either the System Agency or Grantee, individually. "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 6 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation,""Funding Announcement" or"Request for Applications (RFA)"means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application"means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel"means the Texas Comptroller of Public Accounts' website relative to travel reimbursements under this Contract, if any. "Statement of Work"means the description of activities Grantee mustperform to complete the Project, as specified in the Grant Agreement, and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof,""herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including"is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and(ii)references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 7 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." L Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission, or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include,but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines,which can currently be accessed at: htt2s://fmx.cl2a.texas.gov/fmx/travel/textravel/ HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 8 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying,billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant(replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including,but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply.-Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 9 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change,revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i)withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s)is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty (30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i)made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws,rules, or regulations; or(iii)that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 10 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by Grantee in performing the Project,provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable,for their program-specific audits. vi. Each Grantee required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 11 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit reportkhhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at htt2s:Hhhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit reporte,hhsc.state.tx.us. ARTICLE V. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use,of good quality,and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement,the System Agency may require Grantee, at its sole expense,to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith,require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 5.2 GENERAL AFFIRMATIONS Grantee certifies that,to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws,rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 12 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire"under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns,the entire right,title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license,with the right to sublicense,to reproduce, distribute, modify, create derivative works of,publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials,premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive, royalty-free,transferable,worldwide right and license,with the right to sublicense,to use,reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 13 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency,or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third parry's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder(the"System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate,transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non-governmental or commercial purposes,without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 14 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten(10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss,destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1)business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 15 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment,whether acquired in part or whole with grant funds, until disposition occurs. 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 must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement,use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY 8.1 RECORD MAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full,true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office,the United States Government, and their authorized representatives all information required to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. Grantee shall ensure these same requirements are included in all subcontracts. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7)years after the Grant Agreement expiration date or seven (7)years after all audits, claims,litigation, or disputes involving the Grant Agreement are resolved, whichever is later. Grantee shall ensure these same requirements are included in all subcontracts. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 16 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. Grantee shall ensure these same requirements are included in all subcontracts. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities,unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records,which includes but is not limited to financial, client and patient records, books,papers or documents related to this Grant Agreement. Grantee shall permit the System Agency or any of its duly authorized federal, state, or local authorities unrestricted access to and the right to examine all external contracts and or pricing models or methodologies related to the Grant Agreement. Grantee shall ensure these same requirements are included in all subcontracts. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds,the Comptroller General of the United States,the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of oversight, including, but not limited to, reviews, inspections, audits and investigations, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings and payments related to the Grant Agreement, including those related to a Subcontractor. E. Grantee shall include the System Agency's and any of its duly authorized representatives', as well as duly authorized federal, state, or local authorities, unrestricted right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors'internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 17 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities)internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor,under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Grantee shall ensure the authority to audit funds received indirectly by subcontractors through the contract and the requirement to cooperate is included in any subcontract it awards. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This Article VIII will survive termination or expiration of this Grant Agreement. Further, the obligations of Grantee under this Article VIII will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 18 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law,regulation or rule. R Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when,in its sole discretion,the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules,regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's addition to the SAM exclusion list(identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsibleto the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 19 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities;however,these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. ARTICLE X. INDEMNITY 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND,INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY,AND/OR THEIR OFFICERS, AGENTS,EMPLOYEES,REPRESENTATIVES, CONTRACTORS, ASSIGNEES,AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,DEMANDS, OR SUITS,AND ALL RELATED COSTS, ATTORNEYS' FEES,AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS,OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. FOR THE AVOIDANCE OF DOUBT, SYSTEM AGENCY SHALL NOT INDEMNIFY GRANTEE OR ANY OTHER ENTITY UNDER THE GRANT HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 20 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 AGREEMENT. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT,TRADEMARK, COPYRIGHT,TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS,DAMAGES, COSTS,EXPENSES OR OTHER AMOUNTS,INCLUDING,BUT NOT LIMITED TO,ATTORNEYS' FEES AND COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 21 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall use the Texas Abuse Hotline Website located at https://www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah),bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; ii. Designating the property to which this Policy applies as a"designated area,"which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks,parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 22 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority,power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However,upon System Agency request and with reasonable notice from System Agency to the Grantee,the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements, and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws,regulations,requirements,and guidelines currently exist and as amended throughout the term of the Grant Agreement.Notwithstanding Section 11.1,Amendments, above,System Agency reserves the right,in its sole discretion,to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums,permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 23 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-parry service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits,unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 11.11 GOVERNING LAW AND VENUE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible,by substituting another provision that is valid,legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination,that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such parry could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 24 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 11.15 NO IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance,public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining written consent from System Agency. The foregoing prohibition includes,without limitation,the placement of banners, pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops,trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports,projects, etc.)may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that"HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation,its content,technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release,marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor, commodity,or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements,that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 25 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 a waiver of such privileges, rights, defenses,remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises,representations,negotiations,discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extentpossible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion,be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 26 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing,in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/vour-rights/civil-ri ghts-office/civil-ri ghts-posters E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street,Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOfficeghhsc.state.tx.us 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Office of Data, Analytics, and Performance. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers,but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 27 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 NO THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-parry beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 28 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 9TEXAS Health and Human Texas Department of State Services I Health Services Attachment j-1 Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.gov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Certificate Of Completion Envelope Id: 5B7449B83228433391 E7459A513922575 Status: Sent Subject: Please DocuSign:Amending,$539,629.00, HHS001315900002, Corpus Christi-Nueces County,A-1, STD/HIV Source Envelope: Document Pages:64 Signatures: 0 Envelope Originator: Certificate Pages:2 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: 167.137.1.9 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/25/2024 2:11:16 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:3/25/2024 3:02:49 PM fauziak@cctexas.com CCNCPHD Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Helen Whittington helen.whittington@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kirk Cole Kirk.Cole@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Carbon Copy Events Status Timestamp Vicky Glenn Sent:3/25/2024 3:02:48 PM VickyG@CCtexas.com ED Viewed: 3/25/2024 3:09:25 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Hensley Sent:3/25/2024 3:02:48 PM kevinhe@cctexas.com ED Viewed: 3/25/2024 4:56:18 PM 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 Martha Jasse Martha.Jasse@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 3/25/2024 3:02:48 PM Payment Events Status Timestamps U _ 't CN U O U_ to � N co •— O '> cU U � � LO 0) _ O _ Q > (n U O .� (6 L- O � � O > +� � O p v O o Q 00 +� > N }' O � CU (.0 p Q oL i v9- 0 > p a' •� _ o U) CY) cu cu U) 0- C: .L- Q- U O � U 'N O � •— � O Q .— + > Q � m O - (6 (6 LZ 0- 0 (6 U a O Q C cu 4- cu CO O (6 LI = Ln O 0 � O 0LL � 2N 04 � o (n >. a) N 2 u O U � co (6 _0 Q tf Co M O U U N > > (6 (6 U) cu O Q � � E (6 O = > _ N N E � N � N LO {� CM �^ p C: = N N VJ O O U Q � co U 4-0 cu cu O C CY) -0 O CY) (6 Q Q N to (6 Q N N L L O •— O O c6 > O N � � N � +r U •� N U cu CO CY M� ° `� � a� -0 ( a W > > L t/) > � - 0 0 0 (1) U) C, CO N � 04 U O N O O O U � _ CU �--+ O U cu Q E E � N OE — O O N U L 07 cu n/ L N cu CY) L � U, ~ O 00 � � O 4-0E _ L cn vo Cu o Q Q � � 0 L� L� o CY cu 0 0 O c cu U) Cu �' o E U � � CD o � cn o ° •— o oLLI � CO se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of May 14, 2024 ss52 Second Reading for the City Council Meeting of May 21, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziaka-cctexas.com 361-826-7202 Acceptance of the Laboratory Response Network (LRN)—Public Health Emergency Preparedness (PHEP) Grant Amendment in the amount of$205,548.00, and appropriation of the funds for the contract period July 1, 2024, through June 30, 2025 CAPTION: Ordinance authorizing acceptance and future amendments of the Center for Health Emergency Preparedness and Response Grant for $205,548.00 with a cash or in-kind match of$20,555.00 from the 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 from July 1, 2024, through June 30, 2025; and authorizing two grant positions. SUMMARY: The purpose of this grant is to help perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response activities including but not limited to: continuing Level 3 chemical laboratory surge capacity activities, complying with new LRN requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five- year PHEP — Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs, advance public health and healthcare preparedness, and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. Funds in the amount of$205,548.00 are appropriated from the Contract to Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract amendment in the amount of $205,548.00 to maintain the LRN laboratory activities within the Corpus Christi-Nueces County Public Health District beginning July 1, 2024, through June 30, 2025, for the purchase of supplies, equipment, travel expenses, and personnel salary with fringe benefits to support the preparedness and response activities enabling expedient and appropriate response to events of public health consequences. Personnel to be funded: • Microbiologist II • Microbiologist I Grant history: • Grant has been recurring for 5+ years, provided by DSHS, pending approval of Council. Funding Source: • Texas Department of State Health Services Budget: $226,103.00 • $196,242.00 for Salary & Fringe • $7,412.00 for Travel • $1,341.00 for Supplies • $553.00 for Other • $20,555.00 for Match Funding ALTERNATIVES: Discontinue LRN laboratory response network activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. FISCAL IMPACT: This Ordinance, Amendment No. 8 increases the total contract value by $226,103.00 (reflecting $205,548.00 in federal funding and $20,555.00 in match funding) for FY2025. Extends the end of the contract term to June 30, 2025, and revises attachments to the contract. Comments: No fiscal impact to general fund. The grant award of$205,548.00 requires a 10% ($20,555) in- kind match. Funding Detail: Fund: 1066 Health Grants paid by the Department of State Health Services Organ ization/Activity: 831529F Dept: 115 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. HHS001439000008 Amendment No. 08 Presentation Ordinance authorizing acceptance and future amendments of the Center for Health Emergency Preparedness and Response Grant for $205,548.00 with a cash or in-kind match of $20,555.00 from the 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 from July 1, 2024, through June 30, 2025. 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 execute Contract No. HHS001439000008 (the "Contract") between the Department of State Health Services ("DSHS") and Corpus Christi-Nueces County Public Health District for a grant in the amount of $205,548.00, with a cash or in-kind match of $20,555.00 from July 1 , 2024, through June 30, 2025, to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities. SECTION 2. Funds in the amount of $205,548.00 are appropriated in the Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. SECTION 3. The City Manager or designee is authorized to execute any future amendments to the Contract that 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. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of ' 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 1 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001439000008 UNDER THE CENTER FOR HEALTH EMERGENCY PREPAREDNESS AND RESPONSE GRANT PROGRAM The parties to this agreement ("Grant Agreement" or "Contract") are the Department of State Health Services ("System Agency"), apass-through entity, and the 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"). I. PURPOSE Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response ("ASPR") Activities including but not limited to: continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP")—Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. 11. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to the authority granted by and in compliance with the Interlocal Cooperation Act,Texas Government Code Chapter 791 and Texas Health and Safety Code Title 12 Chapter 1001 and Title 2 Chapter 12. 111. DURATION This Grant Agreement is effective on July 1, 2024, and expires on June 30, 2025, unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Grant Agreement for up to four (4)years for a maximum term of five (5) years. Notwithstanding the limitation in the preceding paragraph and with at least thirty (30) calendar days' advance written notice to Grantee, at the end of the initial term or any renewal period, System Agency, at its sole discretion, may extend this Grant Agreement as necessary to ensure continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State for up to three (3)months, in one-month (1-month)intervals, at the then- current contract rate or rates (if applicable) as modified during the term of the Grant Agreement. System Agency Grant Agreement,Contract#HHS001439000008 Page 1 of 6 I"*c Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 IV. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A - FY2025 STATEMENT OF WORK. V. BUDGET The total amount of this Grant Agreement will not exceed Two HUNDRED TWENTY-SLY THOUSAND ONE HUNDRED THREE DOLLARS ($226,103.00). This includes DSHS share of Two Hundred Five Thousand Five Hundred Forty-Eight Dollars ($205,548.00) and Grantee's required match amount of Twenty Thousand Five Hundred Fifty-Five ($20,555.00). The total not-to-exceed amount includes the following: Total Federal Funds: $205,548.00 Total State Funds: $0.00 Funds will be allocated for each Project Fiscal Year ("Project FY"), which means the period beginning July 1 and ending June 30 each year, under this Grant Agreement. All expenditures under the Grant Agreement must be within the identified Project FY, and in accordance with ATTACHMENT B,FY2025 BUDGET. VI. NOTICE TO PROCEED Funding for this Grant Agreement is available for FY2025, which is the period of July 1, 2024, through June 30, 2025, and is dependent on the award of the applicable federal grant. No work may begin,and no charges may be incurred until DSHS issues a written Notice to Proceed("NTP") to Grantee. The NTP may include an amended or ratified budget,which will be incorporated into this Grant Agreement by a subsequent amendment, as necessary. Notwithstanding the preceding, at DSHS's discretion, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR § 200.309. VII. REPORTING REQUIREMENTS Grantee shall submit the reports outlined in ATTACHMENT A-FY2025 STATEMENT OF WORK by the due dates and submission methods specified therein. DSHS may add contractual requirements and revise reporting due dates throughout the term of this Grant Agreement to comply with modifications made to the grant award by the CDC. DSHS will notify Grantee of these modifications through a Technical Guidance Letter. A Technical Guidance Letter will become effective as of the date indicated in the Letter and will be attached to the Contract and incorporated as if fully set forth therein. VIII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System Agency Grant Agreement,Contract#HHS001439000008 Page 2 of 6 I"*c Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 System Amcy Grantee Fred Waterman Manuel Tamez, MT(ASCP) Department of State Health Services Corpus Christi-Nueces County Public 1100 West 49th Street,MC 1990 Health District(City) Austin, TX 78756 1702 Horne Road Fred.Watermankdshs.texas.gov Corpus Christi, Texas 78416 manuellgcctexas.com IX. 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: Department of State Health Services Attention: General Counsel 1100 W. 491h Street, Mail Code 1919 Austin, TX 78756 with a copy to: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe,Mail Code 1100 Austin, Texas 78751 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Parry may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. System Agency Grant Agreement,Contract#HHS001439000008 Page 3 of 6 I"*c Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 X. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS:XETBTPKCL895 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): TBD A. Assistance Listings Title, Number, and Dollar Amount: Centers for Disease Control and Prevention, Public Health Emergency Preparedness (PHEP) Cooperative Agreement, 93.069 —TBD B. Federal Award Date: TBD C. Federal Award Period: 7/l/2024-6/30/2025 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Public Health Emergency Preparedness (PHEP) Cooperative Agreement F. Awarding Official Contact Information: TBD G. Total Amount of Federal Funds Awarded to System Agency: TBD H. Amount of Funds Awarded to Grantee: $205,548.00 L Identification of Whether the Award is for Research and Development: No XI. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. ATTACHMENT A-FY2025 STATEMENT OF WORK ATTACHMENT B-FY2025 BUDGET ATTACHMENT C-HHS CONTRACT AFFIRMATIONS-V.2.3 ATTACHMENT D-HHS UNIFORM TERMS AND CONDITIONS—GRANT V.3.3 ATTACHMENT E-HHS DATA USE AGREEMENT ATTACHMENT E-1-DATA USE AGREEMENT-SECURITY AND PRIVACY INQUIRY ATTACHMENT F-FEDERAL ASSURANCES—V. 1.1 ATTACHMENT G-CERTIFICATION REGARDING LOBBYING ATTACHMENT H-FFATA CERTIFICATION FORM XII. SIGNATURE AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. Any services or work System Agency Grant Agreement,Contract#HHS001439000008 Page 4 of 6 MIS Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement,Contract#HHS001439000008 Page 5 of 6 MIS Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT, CONTRACT No.HHS001439000008 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) Signature Signature Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: System Agency Grant Agreement,Contract#HHS001439000008 Page 6 of 6 MIS Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response ("ASPR") Activities including but not limited to: continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP") - Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. B. Perform activities in the following county/ies(hereinafter referred to as the "service area"): San Patricio, Nueces, Aransas, Jim Wells, Kleberg, Victoria, Bee, Calhoun, Goliad, Jackson, Live Oak, and Refugio. C. Comply with new biological laboratory requirements in accordance with the revised CDC policy for LRN-B Reference Level Laboratories. Laboratories must attain and maintain LRN-B Member Standard Level as detailed in the LRN Checklist of Laboratory Requirements. Minimum standards are required for testing capabilities, administrative activities, emerging infectious disease preparedness, and instrumentation and equipment. D. Provide matching funds as stated under this Contract with funds, costs or third-party contributions that are not paid by other grants or the federal government under another award, except where authorized by federal statute to be used for cost-sharing or matching. The non-federal contributions (match)may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the Grantee incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24, as amended. E. Grantee will provide matching funds in the amount of ten percent (10%) of the Contract amount as set forth in Attachment B, FY2025 Budget. Cash match is defined as an expenditure of cash by the Grantee on allowable costs of this Contract that are borne by the Grantee. In-kind match is defined as the dollar value of non-cash contributions by a third party given in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the Grantee. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of projector program System Agency Contract No.HHS001439000008 Page 1 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 obj ectives; 3. Be verifiable within the Grantee's (or subgrantee's)records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement contracts); 5. Not be included as contributions toward any other federally-assisted project or program (match can count only once); 6. Not be paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or match; 7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and be supported by documentation reflecting the use of goods and/or services during the Contract term. F. Cooperate with System Agency to coordinate planning, training and exercises performed under this Contract with the Texas Department of Emergency Management of the State of Texas, or other points of contact at the discretion of the DSHS Division for Regional and Local Health Operations, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. G. In the event of a public health emergency in the state, mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements that are not performing critical duties in the jurisdiction served, to the affected area of the state upon receipt of a written request from System Agency. H. Develop, implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full-time employees and temporary staff. I. Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient in CDC's LRN biothreat protocols. J. Train other Grantee laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents. K. Provide test samples from identified service area for biothreat agents and toxins. Once any biological agent is identified, Grantee will be prepared to test for other infectious agents and for other public health threats and emergencies. L. Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols. System Agency Contract No. HHS001439000008 Page 2 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 M. Monitor and evaluate biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies. N. Communicate with all other laboratories within the designated service area. O. Collaborate with local law enforcement, hazardous material and other emergency responders. In addition, Grantee will prepare Standard Operating Procedures and Standard Operating Guidelines ("SOPs"/"SOGs") covering interaction with these agencies in the event of an emergency or incident. P. Review and approve all current preparedness SOPS/SOGs (copy of the titled, dated, and initialed/signed review sheet) for use by the respective laboratories with quarterly reports. Q. Collaborate with all hospitals located in the identified service area to plan for response activities for biological threats. LRN service regions can be found here: hlt2://www.dshs.texas.gov/lab/eprLRN.shtm. R. Utilize System Agency's provided Public Health Laboratory Information Management System("PHLIMS"), or a Laboratory Information Management System("LIMS")that has been configured to be compatible with the CDC Results Messenger ("RM") reporting system, or CDC RM for reporting biothreat testing and results. This reporting will include sample and laboratory data as well as the final report. S. Provide current information during an incident about status on individual samples, sample load/overload, personnel, reagent, equipment, and facilities. T. Provide to System Agency an LRN surge capability plan within a timeline designated by System Agency that details how the LRN laboratory will manage a surge in sample capacity. The plan should include work hours, instruments and equipment, personnel and staffing, and essential lab services that must be maintained during an outbreak or emergency event. U. Present laboratory-oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published CDC protocols. V. Maintain a system for safe specimen transport from local laboratories. W. Explore the capabilities and needs of sentinel laboratories. LRN laboratory will actively engage their Sentinel Labs through surveys, site visits, and/or email and provide the training and resources that are needed in their jurisdiction. X. Inform System Agency of Grantee's plans, via email or telephone, to meet updated LRN- B program requirements for Standard Reference Level Laboratories as outlined in the Funding Opportunity Announcement("FOA"). System Agency Contract No. HHS001439000008 Page 3 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 Y. Submit Quarterly Programmatic Reports in a format specified by System Agency to MediaLab: hM2://www.medialabinc.net and your assigned contract manger, on the due dates listed in the table below. Quarterly Programmatic Reports Quarter Report Due Date Quarterly Progress Report 1 October 30, 2024 Quarterly Progress Report 2 January 30, 2025 Quarterly Progress Report 3 April 30, 2025 Quarterly Progress Report 4 July 30, 2025 Grantee will provide System Agency other reports, including financial reports, and any other reports that System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. Z. Submit an End-of-Year Performance Report in a format specified by System Agency to MediaLab: http://www.medialabinc.net and your assigned contract manger, on the due dates listed in the table below. End-of-Year Performance Report Re ort Due Date End-of-Year Report I July 30, 2025 AA. Report as requested by System Agency to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b)and(c), as amended. Grantee shall immediately notify System Agency in writing if Grantee is legally prohibited from providing any reports required under this Contract. BB. Initiate the purchase of all equipment approved in writing by the System Agency in the first quarter of the FY2025 Contract term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Contract must be submitted to the assigned System Agency Contract Manager. CC. Maintain an inventory of equipment, supplies defined as Controlled Assets, and real property. Grantee shall submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report,which is due not later than October 15 of each year, to the assigned contract manager. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. DD. Provide notification of budget transfers by submission of a revised Categorical Budget Form to the System Agency Contract Manager, highlighting the areas affected by the System Agency Contract No.HHS001439000008 Page 4 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 budget transfer. 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. After review, the System Agency Contract Manager shall provide notification of acceptance to Grantee via email, upon receipt of which, the revised budget shall be incorporated into the Contract. EE. Not use System Agency funds to purchase buildings or real property without prior written approval from the System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. FF. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. GG. In the event of a local, state,or federal emergency,the Grantee has the authority to utilize approximately five percent (5%) of the Grantee's staff s time supporting this Contract for response efforts. System Agency may reimburse Grantee up to five percent of this Contract funded by CDC for personnel costs responding to an emergency event. Grantee will maintain records to document the time spent on response efforts for auditing purposes.Allowable activities also include participation in drills and exercises in the pre- event time period. Grantee will notify the System Agency Contract Manager in writing when this provision is implemented. HH. Comply with all applicable federal and state laws, rules, and regulations, as amended, including, but not limited to, the following: 1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; 2. Public Law 113-05, Pandemic and All-Hazards Preparedness Reauthorization Act; and 3. Texas Health and Safety Code Chapter 81. II. Comply with the following documents and resources, as amended and updated, which are incorporated by reference and made a part of this Contract: 1. System Agency and CDC Public Health Emergency Preparedness Cooperative Agreement; 2. Public Health Preparedness Capabilities: National Standards for State and Local System Agency Contract No.HHS001439000008 Page 5 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 Planning, March 2011: hllps://www.cdc.gov/orr/readiness/capabilities/index.htm; 3. Presidential Policy Directive 8/PPD-8, March 30, 2011: https://www.dhs.gov/presidential-policy-directive-8-national-preparedness; 4. Homeland Security Exercise and Evaluation Plan ("HSEEP") Documents: hLtps://preptoolkit.fema.gov/web/hseep-resources, 5. Texas Ready: Be Informed, Make a Plan, Build a Kit, Videos, Resources: https://texasready.gov; 6. Preparedness Program Guidance(s) as provided by System Agency and CDC; and 7. Office of the Assistant Secretary for Preparedness and Response (ASPR) Hospital Preparedness Program — CFDA Number 93.074: https://www.phe. og v/Preparedness/plannin_ pp/Pages/default.aspx. Grantee is responsible for maintaining contact with the foregoing documents and resources as they or their weblink may be changed and updated over time. II. PERFORMANCE MEASURES A. System Agency will monitor the Grantee's compliance with the requirements in this Contract and failure to meet these requirements may result in withholding a portion of the current LRN base awards. B. Grantee must demonstrate adherence to reporting deadlines and the capability to receive, stage, store, distribute and dispense materiel during a public health emergency. The initial reporting requirements and due dates are subject to change as System Agency and CDC may modify requirements and due dates. III. INVOICE AND PAYMENT A. Grantee shall request payments monthly using the State of Texas Purchase Voucher(Form B-13). Invoices and supporting documentation must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses within a month are required to submit a"zero dollar" invoice on a monthly basis. Grantee must submit a final close-out invoice. Invoices received more than thirty (30) days after each fiscal year are subject to denial of payment. B. Grantee shall submit a Financial Status Report(FSR)twice per fiscal year. The first FSR (for the period July 1, 2024 through December 31, 2024) is due by January 31, 2025. The second FSR(for the period January 1, 2025 through June 30,2025)is due by July 30,2025. C. All reporting documents must be submitted by e-mail, fax, or mail. E-mail is preferred,but fax or mail are acceptable. 1. For submission by mail, use address below: Department of State Health Services Claims Processing Unit System Agency Contract No. HHS001439000008 Page 6 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 P.O. Box 149347 Austin, TX 78714-9347 2. For submission by fax, use number below: (512)458-7442 3. For submission by e-mail, see requirements below: a. Form B-13 with supporting documentation and Form B-13A must be sent to invoices2dshs.texas.gov & CMSInvoices2dshs.texas.gov, with a copy to the System Agency contract manager. b. FSR must be sent to: invoices2dshs.texas.gov; FSRGrants2dshs.texas.gov, and with a copy to the System Agency contract manager. D. Grantee will be reimbursed on a monthly basis in accordance with the Budget in Attachment B of this Contract. E. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a biannual basis. If expenditures are below that projected in Grantee's total Contract amount, Grantee's budget maybe subject to a decrease for the remainder of the term of the Contract. Vacant positions existing after ninety (90) days may result in a decrease in funds. Grantee must report position vacancies to their assigned Contract Manager each month until the position is filled. F. Grantee may request a one-time working capital advance not to exceed twelve percent (12%) of the total amount of the Contract funded by System Agency. All advances must be expended by the end of the Contract term. Advances not expended by the end of the Contract term must be refunded to System Agency. Grantee will repay all or part of advance funds at any time during the Contract's term. However, if the advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months' reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one-third of the remaining balance of the advance. G. For the purposes of this Contract,the Grantee may not use funds for fundraising activities, lobbying,research, construction,major renovations and reimbursement of pre-award costs, clinical care, purchase of vehicles of any kind, funding an award to another party or provider who is ineligible, backfilling costs for staff or the purchase of incentive items. System Agency Contract No. HHS001439000008 Page 7 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT B FY2025 BUDGET(July 1, 2024 through June 30, 2025) BUDGET CATEGORIES DSHS FUNDING Personnel $136,697.00 Fringe Benefits $59,545.00 Travel $7,612.00 Equipment $0.00 Supplies $1,441.00 Contractual $0.00 Other $553.00 Sum of DSHS Direct Costs $205,848.00 Indirect Costs $0.00 Sum of DSHS Direct Costs and Indirect Costs $205,848.00 Plus Required Match(Cash or In-Kind) $20,585.00 Total Contract Amount $226,433.00 DSHS Contract No. HHS001439000008 Page 1 of 1 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 HEALTH AND HUMAN SERVICES Contract Number HHS001439000008 Attachment C 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.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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 parry 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.2.3 Effective August 2023 Page 2 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 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(SAKI)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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 3 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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.2.3 Effective August 2023 Page 4 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 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/ Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 5 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 All reports made to the OIG must be made through one of the following avenues: • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office 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 Affirmations 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.2.3 Effective August 2023 Page 6 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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.2.3 Effective August 2023 Page 7 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 8 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 39. Gender Transitioning and Gender Reassignment Procedures and Treatments for Certain Children—Prohibited Use of Public Money; Prohibited State Health Plan Reimbursement. Contractor understands, acknowledges, and agrees that,pursuant to Section 161.704 of the Texas Health and Safety Code (eff. Sept. 1, 2023),public money may not directly or indirectly be used, granted,paid, or distributed to any health care provider, medical school, hospital, physician, or any other entity, organization, or individual that provides or facilitates the provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor also understands, acknowledges, and agrees that,pursuant to Section 161.705 of the Texas Health and Safety Code (eff. Sept. 1, 2023), HHSC may not provide Medicaid reimbursement and the child health plan program established under Chapter 62 may not provide reimbursement to a physician or health care provider for provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor certifies that it is not ineligible to contract with System Agency under the terms of Chapter 161, Subchapter X, of the Texas Health and Safety Code. 40. 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. 41. 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. 42. COVID-19 Vaccinations Contractor understands, acknowledges, and agrees that,pursuant to Article 11 of the General Appropriations Act, none of the General Revenue Funds appropriated to the Department of State Health Services (DSHS)may be used for the purpose of promoting or advertising COVID-19 vaccinations in the 2024-25 biennium. It is also the intent of the legislature that to the extent allowed by federal law, any federal funds allocated to DSHS shall be expended for activities other than promoting or advertising COVID-19 vaccinations. 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 II. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 9 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 43. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) 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 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) 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. 44. 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. 45. 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. 46. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 10 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 47. 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) (eff. Apr. 1, 2025, Section 544.0106, pursuant to House Bill 4611, Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 48. 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. 49. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section 2275.0102(a)(1), pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) (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 (eff. Sept. 1, 2023, Section 2275.0102, pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.), 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 (eff. Sept. 1, 2023, Section 2275.0103, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), or(2)headquartered in any of those countries. 50. 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 access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 51. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 11 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 52. 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 II. 53. 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. 54. 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. 55. 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. 56. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 57. 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). Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 12 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 58. 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.2.3 Effective August 2023 Page 13 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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 Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TEXAS Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.3 Published and Effective — November 2023 Responsible Office: Chief Counsel HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 1 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 ABOUT THIS DOCUMENT In this document, Grantees(also referred to in this document as subrecipients or contractors)will find requirements and conditions applicable to grant funds administered and passed through by both the Texas Health and Human Services Commission(HHSC) and the Department of State Health Services(DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA,if any,under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations.Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles,and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules(including Uniform Grant and Contract Standards set forth in Title 34,Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code);the Texas Grant Management Standards(TxGMS)developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation,or other instrument/documentation under which HHS was awarded funds.HHS,in its sole discretion,reserves the right to add requirements,terms,or conditions. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 2 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS............................................. 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS.................................................................................. 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 8 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES......................................................................................... 9 ARTICLE III. STATE AND FEDERAL FUNDING................................................................ 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 10 4.1 ALLOWABLE COSTS............................................................................................ 10 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 1 1 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS.......... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 12 5.3 FEDERAL ASSURANCES....................................................................................... 12 5.4 FEDERAL CERTIFICATIONS ................................................................................ 12 5.5 STATE ASSURANCES............................................................................................ 12 ARTICLE VI. INTELLECTUAL PROPERTY........................................................................13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 13 6.3 THIRD PARTY IP................................................................................................. 14 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 3 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 14 6.7 SYSTEM AGENCY DATA...................................................................................... 14 ARTICLE VII. PROPERTY................................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 15 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 15 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY........................ 16 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 16 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSEXOMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 17 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES.......... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 19 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLEX. INDEMNITY..................................................................................................20 10.1 GENERAL INDEMNITY......................................................................................... 20 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...............................................................................21 11.1 AMENDMENTS..................................................................................................... 21 11.2 NO QUANTITY GUARANTEES.............................................................................. 21 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................22 11.5 INSURANCE AND BONDS...................................................................................... 22 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 4 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 23 11.8 SUBCONTRACTORS.............................................................................................. 23 11.9 PERMITTING AND LICENSURE ............................................................................ 23 11.10 INDEPENDENT CONTRACTOR ............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 24 11.12 SEVERABILITY..................................................................................................... 24 11.13 SURVIVABILITY................................................................................................... 24 11.14 FORCE MAJEURE ................................................................................................ 24 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 25 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 25 11.19 SOVEREIGN IMMUNITY....................................................................................... 25 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 26 11.21 COUNTERPARTS..................................................................................................26 11.22 PROPER AUTHORITY........................................................................................... 26 11.23 E-VERIFY PROGRAM .......................................................................................... 26 11.24 CIVIL RIGHTS......................................................................................................26 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 27 11.26 DISCLOSURE OF LITIGATION.............................................................................. 27 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 28 11.28 BINDING EFFECT................................................................................................. 28 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 5 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract"or"Grant Agreement"means the agreement entered into by the Parties, including the Signature Document,these Uniform Terms and Conditions, along with any attachments and amendments that may be issued by the System Agency. "Deliverables"means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date"means the date on which the Grant Agreement takes effect. "Federal Fiscal Year"means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee"means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or"HHS"includes HHSC and DSHS. "Intellectual Prope . Rights"means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept,personality right, method,process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work,pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Parry 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. "Pam"means either the System Agency or Grantee, individually. "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 6 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation,""Funding Announcement" or"Request for Applications (RFA)"means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application"means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel"means the Texas Comptroller of Public Accounts' website relative to travel reimbursements under this Contract, if any. "Statement of Work"means the description of activities Grantee mustperform to complete the Project, as specified in the Grant Agreement, and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof,""herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including"is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and(ii)references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 7 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." L Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission, or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include,but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines,which can currently be accessed at: htt2s://fmx.cl2a.texas.gov/fmx/travel/textravel/ HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 8 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying,billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant(replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including,but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply.-Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 9 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change,revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i)withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s)is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty (30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i)made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws,rules, or regulations; or(iii)that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 10 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by Grantee in performing the Project,provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable,for their program-specific audits. vi. Each Grantee required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 11 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit reportkhhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at htt2s:Hhhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit reporte,hhsc.state.tx.us. ARTICLE V. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use,of good quality,and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement,the System Agency may require Grantee, at its sole expense,to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith,require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 5.2 GENERAL AFFIRMATIONS Grantee certifies that,to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws,rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 12 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire"under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns,the entire right,title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license,with the right to sublicense,to reproduce, distribute, modify, create derivative works of,publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials,premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive, royalty-free,transferable,worldwide right and license,with the right to sublicense,to use,reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 13 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency,or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third parry's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder(the"System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate,transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non-governmental or commercial purposes,without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 14 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten(10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss,destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1)business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 15 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment,whether acquired in part or whole with grant funds, until disposition occurs. 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 must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement,use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY 8.1 RECORD MAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full,true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office,the United States Government, and their authorized representatives all information required to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. Grantee shall ensure these same requirements are included in all subcontracts. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7)years after the Grant Agreement expiration date or seven (7)years after all audits, claims,litigation, or disputes involving the Grant Agreement are resolved, whichever is later. Grantee shall ensure these same requirements are included in all subcontracts. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 16 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. Grantee shall ensure these same requirements are included in all subcontracts. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities,unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records,which includes but is not limited to financial, client and patient records, books,papers or documents related to this Grant Agreement. Grantee shall permit the System Agency or any of its duly authorized federal, state, or local authorities unrestricted access to and the right to examine all external contracts and or pricing models or methodologies related to the Grant Agreement. Grantee shall ensure these same requirements are included in all subcontracts. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds,the Comptroller General of the United States,the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of oversight, including, but not limited to, reviews, inspections, audits and investigations, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings and payments related to the Grant Agreement, including those related to a Subcontractor. E. Grantee shall include the System Agency's and any of its duly authorized representatives', as well as duly authorized federal, state, or local authorities, unrestricted right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors'internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 17 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities)internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor,under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Grantee shall ensure the authority to audit funds received indirectly by subcontractors through the contract and the requirement to cooperate is included in any subcontract it awards. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This Article VIII will survive termination or expiration of this Grant Agreement. Further, the obligations of Grantee under this Article VIII will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 18 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law,regulation or rule. R Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when,in its sole discretion,the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules,regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's addition to the SAM exclusion list(identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsibleto the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 19 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities;however,these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. ARTICLE X. INDEMNITY 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND,INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY,AND/OR THEIR OFFICERS, AGENTS,EMPLOYEES,REPRESENTATIVES, CONTRACTORS, ASSIGNEES,AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,DEMANDS, OR SUITS,AND ALL RELATED COSTS, ATTORNEYS' FEES,AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS,OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. FOR THE AVOIDANCE OF DOUBT, SYSTEM AGENCY SHALL NOT INDEMNIFY GRANTEE OR ANY OTHER ENTITY UNDER THE GRANT HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 20 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 AGREEMENT. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT,TRADEMARK, COPYRIGHT,TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS,DAMAGES, COSTS,EXPENSES OR OTHER AMOUNTS,INCLUDING,BUT NOT LIMITED TO,ATTORNEYS' FEES AND COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 21 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall use the Texas Abuse Hotline Website located at https://www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah),bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; ii. Designating the property to which this Policy applies as a"designated area,"which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks,parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 22 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority,power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However,upon System Agency request and with reasonable notice from System Agency to the Grantee,the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements, and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws,regulations,requirements,and guidelines currently exist and as amended throughout the term of the Grant Agreement.Notwithstanding Section 11.1,Amendments, above,System Agency reserves the right,in its sole discretion,to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums,permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 23 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-parry service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits,unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 11.11 GOVERNING LAW AND VENUE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible,by substituting another provision that is valid,legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination,that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such parry could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 24 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 11.15 NO IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance,public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining written consent from System Agency. The foregoing prohibition includes,without limitation,the placement of banners, pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops,trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports,projects, etc.)may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that"HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation,its content,technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release,marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor, commodity,or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements,that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 25 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 a waiver of such privileges, rights, defenses,remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises,representations,negotiations,discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extentpossible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion,be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 26 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing,in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/vour-rights/civil-ri ghts-office/civil-ri ghts-posters E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street,Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOfficeghhsc.state.tx.us 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Office of Data, Analytics, and Performance. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers,but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 27 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 NO THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-parry beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 28 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT E HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA,if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows: "Authorized Purpose"means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (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 "PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual, as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by L 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. (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.ER. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b);164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(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)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (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 Lally 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 164.504(e)(2)(ii)(E) and(F). Q) 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 of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(ii)(G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA,it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); I TA 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 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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 L provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR I64.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destro e or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible,or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to 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)(ii)(J) (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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 (MIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further,that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d). (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316;164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule,regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses, discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 • 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(Z), 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. (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. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@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); (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; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (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 Lally 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) A reasonable 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 (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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all 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. (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. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (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. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (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) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S.Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destro e 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 (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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 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 parry 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 parry against whom such change, waiver, or discharge is sought to be enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA,this DUA controls. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„ upon the effective date of such change,this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TEXAS Texas HHS System - Data Use Agreement -Attachment 2 Health and Human SECURITY AND PRIVACY INQUIRY(SPI) Services If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga)prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, 0 No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Corpus Christi-Nueces County Public Health Dd Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): 574 Procure ment/Contract#: Address: 1702 Horne Rd City: Corpus Christi State:Texas ZIp: 78414 Telephone #: (361)826-7200 Email Address: 3. Number of Employees, at all locations, in Total Employees: 70 Applicant/Bidder's Workforce "Workforce"means all employees,volunteers,trainees,and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder. If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: 0 (if Applicant/Bidder will not use subcontractors,enter"0") S. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: Jesus Hernandez (Privacy and Security Official may be the same person.) Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361)826-3748 Email Address: jesush6@cctexas B. Privacy Official: Legal Name: Jesus Hernandez Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361)826-3748 Email Address: jesush6@cctexas SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 6. Type(s)of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PH Applicant/Bidder will create, receive, maintain, use, �✓ ❑ ❑ ❑ ❑ �✓ disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accountability Act(HIPAA)data •Criminal Justice Information Services(CIIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 2 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual,for the storage, management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile 0 devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. 0 c. Cloud Services. Number of Cloud Services in use. 0 d. Data Centers. Number of Data Centers in use. 2 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less 0 a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more 0 d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a 0 Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by HIPAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check"N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? 0 No 0 N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 b. Will Applicant/Bidder agree to require subcontractors who will access Confidential Q Yes Information to comply with the terms of the DUA, not disclose any Confidential 0 No Information to them until they have agreed in writing to the same safeguards and to Q N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? 0 Yes Optional Insurance provides coverage for: (1) Network Security and Privacy;(2)Data Breach;(3)Cyber Q No Liability(lost data,lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets,such as privacy,intellectual property,virus transmission,extortion, Q N/A sabotage or web activities); (4) Electronic Media Liability; (5)Crime/Theft; (6)Advertising Injury and Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT(To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies & Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the 0 No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require Applicant/Bidder and its Workforce to comply with the applicable provisions of HIPAA and other laws referenced in the DUA, relating 0 No to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is 0 No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to include at a minimum (if any responses are "No" check "No" for all three): 0 No i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? No Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? Q No Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that permit only Authorized Users with up-to-date privacy and security training, and O No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that establish, implement and maintain proof of appropriate sanctions against any O No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: i. Does Applicant/Bidder have current written privacy and security policies and E) Yes procedures that require updates to policies, procedures and plans following major changes with use or disclosure of Texas HHS Confidential Information within 60 No days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 j. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that restrict permissions or attempts to re-identify or further identify 0 No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS 0 Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the 0 No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, 0 No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require appropriate standards and methods to destroy or dispose of 0 No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS 0 No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? 0 Yes Training of Workforce must occur at least once every year,and within 30 days of date of hiring a new 0 No Workforce member who will handle Texas HHS Confidential Information.Training must include:(1)privacy and security policies,procedures,plans and applicable requirements for handling Texas HHS Confidential Information, (2)a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential Q Yes Information in oral, paper and/or electronic form? 0 No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative, Physical and Technical policies,procedures, processes and controls, required by the DUA, HIPAA(45 CFR 164.530),Social Security Administration, Medicaid and laws,rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination,and review of safeguards, incident management,disaster recovery plans,and contract provisions.Technical safeguards include technical protections,policies and procedures,such as passwords, logging,emergencies, how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks,keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of Q Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, 0 No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: S. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0 Yes terminated employees or those no longer authorized to handle Texas HHS 0 No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 r ARAUYSIS AnD1 • be completed by Applicant/Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and ❑ "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related items is 30 calendar days, PII-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the O No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys c. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/puhl ications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information 0 Yes (e.g., a formal process exists for granting access and validating the need for users to access 0 No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user DYes password changes at least every 90 calendar days, and c) prohibit the creation of weak 0 No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0 Yes transmit or maintain Texas HHS Confidential Information have a unique user name 0 No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and 0 Yes after 15 minutes of user inactivity in all computing devices that access or store Texas O No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless 0 Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal 0 No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto:11csrc.nist.gov/publications/figs Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all 0 Yes computers and systems that access or store Texas HHS Confidential Information? 0 No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems 0 Yes containing Texas HHS Confidential Information from unauthorized personnel and theft 0 No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential Yes Information that is transmitted over a public network(e.g., the Internet, WiFi, etc.)? 0 No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://Csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external 0 No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto://csrc nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 12. Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0 Yes their responsibilities for protecting Texas HHS Confidential Information and associated 0 No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on Q Yes Authorized Users? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, Q Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor 0 No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/201 S) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, 0 Yes software and applications) for computing systems that use, disclose, access, create, 0 No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, QYes maintain or store Texas HHS Confidential Information contain up-to-date anti- 0 No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access 0 Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on O No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal 0 Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential 0 No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile (�)Yes applications containing Texas HHS Confidential Information meet security testing Q No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITY PLAN FOR ONLINE AND MOBILE APPLICATIONS,please refer to: https://leaiscon.com/TX/textlHB8/2017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3. Title 4. Date: Manuel Tamez, Digitally signed by Manuel Tamez, MLS (ASCP)M MLS(ASCP)M Laboratory Program Manager 1/30/24 Date:2024.01.30 11:03:57-06'00' To submit the completed,signed form: • Email the form as an attachment to the appropriate Texas HHS Contract Manager(s). AgencySection E:To Be Completed by Texas HHS Agency(s): Requesting Department(s): HHSC: DFPS: DSHS:❑ Legal Entity Tax Identification Number (TIN) (Last four Only): PO/Contract(s)#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:29oDma i rcuL iiuma rurciCUIVIr�r i nmu THE SECURITY AND PRIVACY INQUIRY(SPI) Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below correspond to sections on the SPI form. If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga) prior to the contract award date. If you are an applicant for an open enrollment, you must have corrected any"No" answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A. APPLICANT/BIDDER INFORMATION Item#1. Only contractors that access, transmit,store, and/or maintain Texas HHS Confidential Information will complete and email this form as an attachment to the appropriate Texas HHS Contract Manager. Item#2.Entity or Applicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named "dba"), the legal tax identification number(last four numbers only)of the entity or applicant/bidder, the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business, if a website exists. Item#3.Number of Employees,at all locations,in Applicant/Bidder's workforce. Provide the total number of individuals,including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the only employee,please answer"1." Item#4.Number of Subcontractors. Provide the total number of subcontractors working for the business. If you have none,please answer "0"zero. Item#5. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#5.Name of Information Technology Security Official and Name of Privacy Official for Applicant/Bidder. As with all other fields on the SPI, this is a required field. This may be the same person and the owner of the business if such person has the security and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In 4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any security questions found in Section C and in 4.B.provide this information for the person whom you have designated as the person to answer any privacy questions found in Section B. The business may contract out for this expertise;however, designated individual(s)must have knowledge of the business's devices,systems and methods for use, disclosure, creation, receipt, transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and security questions. Item#6. Type(s)of HHS Confidential Information the Entity or Applicant/Bidder Will Create, Receive,Maintain, Use, Disclose or Have Access to: Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2, Definitions, defines Texas HHS Confidential Information as: "Confidential Information"means any communication or record(whether oral, written, electronically stored or transmitted, or in any other form)provided to or made available to CONTRACTOR or that CONTRACTOR may create, receive, maintain, use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following: (1) Client Information; (2)Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 14]r-eaerai i ax mjormarion; (5)Personally Identifiable Information; (6)Social Security Administration Data, including, without limitation, Medicaid information; (7)All privileged work product, (8)All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health &Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. Definitions for the following types of confidential information can be found the following sites: • Health Insurance Portability and Accountability Act(HIPAA)-http://www.hhs.govlhipaa/index.html • Criminal Justice Information Services(CJIS)-https.11www.fbi.gov/services/ciis/ciis-security-policy-resource-center • Internal Revenue Service Federal Tax Information (IRS FTI)-https.11www.irs.gov/pub/irs-pdflp1075.pdf • Centers for Medicare& Medicaid Services(CMS)-https.11www.cros.gov/Regulations-and-Guidance/Regulations-and- Guidance.html •Social Security Administration (SSA)-https.11www.ssa.gov/regulations/ • Personally Identifiable Information (PII)-http://csrc.nist.govlpublicationslnistpubsl800-1221sp800-122.pdf Item#7. Number of Storage devices for Texas HHS Confidential Information. The total number of devices is automatically calculated by exiting the fields in lines a-d. Use the<Tab>key when exiting the field to prompt calculation, if it doesn't otherwise sum correctly. • Item 7a.Devices. Provide the number of personal user computers, devices, and drives(including mobile devices, laptops, USB drives, and external drives)on which your business stores or will store Texas HHS Confidential Information. • Item 7b.Servers. Provide the number of servers not housed in a data center or"in the cloud,"on which Texas HHS Confidential Information is stored or will be stored. A server is a dedicated computer that provides data or services to other computers. It may provide services or data to systems on a local area network(LAN)or a wide area network(WAN)over the Internet. If none, answer"0"(zero). • Item 7c. Cloud Services. Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than on a local server or a personal computer. If none, answer"0"(zero.) • Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information.A Data Center is a centralized repository, either physical or virtual,for the storage,management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. If none, answer"0"(zero). Item #8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#9. HIPAA Business Associate Agreement. • Item#9a. Answer "Yes"if your business will use, disclose, create, receive, transmit, or store information relating to a client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid clients. If your contract does not include HIPAA covered information, respond "no."If"no,"a compliance plan is not required. • Item#9b. Answer "Yes"if your business has a notice of privacy practices(a document that explains how you protect and use a client/consumer's healthcare information) displayed either on a website(if one exists for your business)or in your place of business (if that location is open to clients/consumers or the public). If your contract does not include HIPAA covered information, respond"N/A." Item#10.Subcontractors. If your business responded "0"to question 4 (number of subcontractors),Answer "N/A"to Items 10a and 10b to indicate not applicable. • Item#10a. Answer "Yes"if your business requires that all subcontractors sign Attachment 1 of the DUA. • Item#10b.Answer"Yes"if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS Confidential Information on your business's behalf. Item#11. Optional Insurance.Answer "yes"if applicant has optional insurance in place to provide coverage for a Breach or any Texas HHS System-Data Use Agreement-Attachment 2: Page 14 of 18 SPI Version 2.1 (06/2018) SECURITY AND PRIVACY INQUIRY(SPI) g DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 other situations usted rn tnls question. IJ you are not required to have this optional coverage, answer NIA"A compliance plan is not required. SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT Reasonable and appropriate written Privacy and Security policies and procedures are required, even for sole proprietors who are the only employee,to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the event of a Breach of Texas HHS Confidential Information.To ensure that your business is prepared, all of the items below must be addressed in your written Privacy and Security policies and procedures. Item#1. Answer "Yes" if you have written policies in place for each of the areas (a-o). • Item#1a.Answer "yes" if your business has written policies and procedures that identify everyone, including subcontractors, who are authorized to use Texas HHS Confidential Information.The policies and procedures should also identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract with the Texas HHS agency. • Item#1b. Answer"Yes" if your business has written policies and procedures that require your employees(including yourself),your volunteers, your trainees, and any other persons whose work you direct,to comply with the requirements of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or description of services in the Base Contract. • Item#1c. Answer "Yes" if your business has written policies and procedures that limit the Texas HHS Confidential Information you disclose to the minimum necessary for your workforce and subcontractors (if applicable)to perform the obligations described in the Scope of Work or service description in the Base Contract. (e.g., if a client/consumer's Social Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or service description in the Base Contract,then the Social Security Number will not be given to them.) If you are the only employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential Information that is not required for performance of the services. • Item #id. Answer "Yes" if your business has written policies and procedures that explain how your business would respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures, at a minimum, must include the three items below. If any response to the three items below are no, answer "no." O Item#1di. Answer"Yes" if your business has written policies and procedures that require your business to immediately notify Texas HHS,the Texas HHS Agency, regulatory authorities, or other required Individuals or Authorities of a Breach as described in Article 4, Section 4 of the DUA. Refer to Article 4, Section 4.01: Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much information as possible about the Event/Breach and a name and contact who will serve as the single point of contact with HHS both on and off business hours. Time frames related to Initial Notice include: • within one hour of Discovery of an Event or Breach of Federal Tax Information,Social Security Administration Data, or Medicaid Client Information • within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided no later than 48 hours after Discovery for protected health information, sensitive personal information or other non-public information and must include applicable information as referenced in Section 4.01 (C)2. of the DUA. O Item#1dii. Answer "Yes" if your business has written policies and procedures require you to have and follow a written breach response plan as described in Article 4 Section 4.02 of the DUA. O Item#ldiii.Answer "Yes" if your business has written policies and procedures require you to notify Reporting Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4 Section 4.03 of the DUA. • Item#1e. Answer "Yes" if your business has written policies and procedures requiring annual training of your entire workforce on matters related to confidentiality, privacy, and security, stressing the importance of promptly reporting any Event or Breach, outlines the process that you will use to require attendance and track completion for employees who failed to complete annual training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 • Item#if. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals (clients/consumers)to access their individual record of Texas HHS Confidential Information, and allow them to amend or correct that information, if applicable. • Item#1g. Answer "Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information • Item#1h. Answer "Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor, employee,trainee,volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an individuals. If you are the only employee,you must demonstrate how you will document the noncompliance, update policies and procedures if needed, and seek additional training or education to prevent future occurrences. • Item#11. Answer "Yes" if your business has written policies and procedures requiring you to update your policies within 60 days after you have made changes to how you use or disclose Texas HHS Confidential Information. • Item#1j. Answer "Yes" if your business has written policies and procedures requiring you to restrict attempts to take de-identified data and re-identify it or restrict any subcontractor, employee,trainee,volunteer, or anyone whose work you direct,from contacting any individuals for whom you have Texas HHS Confidential Information except to perform obligations under the contract, or with written permission from Texas HHS. • Item#1k.Answer "Yes" if your business has written policies and procedures prohibiting you from using, disclosing, creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States. • Item#11. Answer "Yes" if your business has written policies and procedures requiring your business to cooperate with HHS agencies or federal regulatory entities for inspections, audits, or investigations related to compliance with the DUA or applicable law. • Item#1m. Answer"Yes" if your business has written policies and procedures requiring your business to use appropriate standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should comply with Texas HHS requirements for retention of records and methods of disposal. • Item#1n. Answer"Yes" if your business has written policies and procedures prohibiting the publication of the work you created or performed on behalf of Texas HHS pursuant to the DUA, or other Texas HHS Confidential Information,without express prior written approval of the HHS agency. Item#2. Answer"Yes" if your business has a current training program that meets the requirements specified in the SPI for you, your employees, your subcontractors,your volunteers, your trainees, and any other persons under you direct supervision. Item#3. Answer "Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described in the SPI. Item#4. Answer"Yes" if your business maintains current lists of persons in your workforce, including subcontractors (if applicable),who are authorized to access Texas HHS Confidential Information. If you are the only person with access to Texas HHS Confidential Information, please answer "yes." Item#5. Answer "Yes" if your business and subcontractors (if applicable) monitor for and remove from the list of Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer"Yes." SECTION C. SECURITY RISK ANALYSIS AND ASSESSMEN`i This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems (e.g., laptop, personal computer, mobile device, database, server, etc.), select the "No Electronic Systems" box and respond "Yes"for all questions in this section. Item#1. Answer "Yes" if your business does not "offshore" or use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of technology services (application, cloud, data center, network, etc.) and request confirmation that they do not off- shore their data. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 16 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Item RZ.Answer "Yes" it your business uses a person or company who is knowledgeable in IT security to maintain or oversee the configurations of your business's computing systems and devices. You may be that person, or you may hire someone who can provide that service for you. Item#3. Answer "Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews systems to ensure that access is limited to Authorized Users; has formal processes for granting,validating, and reviews the need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee, answer"Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential Information to fulfill your Authorized Purposes. Item#4. Answer "Yes" if your business has implemented a system for changing the password a system initially assigns to the user (also known as the default password), and requires users to change their passwords at least every 90 days, and prohibits the creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers, where possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/password-policy Item#5. Answer"Yes" if your business assigns a unique user name and private password to each of your employees, your subcontractors,your volunteers,your trainees and any other persons under your direct control who will use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information. Item #6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes of user inactivity on all computing devices that access or store Texas H H S Confidential Information. If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: htt s: docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy Item#7. Answer "Yes" if your business secures, manages, and encrypts remote access, such as: using Virtual Private Network (VPN) software on your home computer to access Texas HHS Confidential Information that resides on a computer system at a business location or, if you use wireless, ensuring that the wireless is secured using a password code. If you do not access systems remotely or over wireless,answer "Yes." Item#8. Answer "Yes" if your business updates the computer security settings for all your computers and electronic systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or intruders to access your system). For example, Microsoft's Windows security checklist: https.11docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/how-to-con figure-security-policy-settings Item#9. Answer "Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area,etc.). If you are the only employee and use these practices for your business, answer "Yes." Item#10. Answer "Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is transmitted over a public network (e.g.,the Internet,WIFI, etc.)or that is stored on a computer system that is physically or electronically accessible to the public (FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data.) For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/fips). Item#11.Answer "Yes" if your business stores Texas HHS Confidential Information on encrypted end-user electronic devices (e.g., laptops, USBs,tablets, smartphones, external hard drives,desktops, etc.)and can produce evidence of the encryption, such as, a screen shot or a system report (FIPS 140-2 encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated encryption products, please refer to: http://Csrc.nist.gov/publicationslfips). If you do not utilize end-user electronic devices for storing Texas HHS Confidential Information, answer"Yes." SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 17 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Item#12. Answer"Yes" if your business requires employees,volunteers,trainees and other workforce members to sign a document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer "Yes" if you have signed or are willing to sign the DUA, acknowledging your adherence to requirements and responsibilities. Item#13. Answer "Yes" if your business is willing to perform a criminal background check on employees, subcontractors, volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer "Yes" if you are willing to submit to a background check. Item#14. Answer"Yes" if your business prohibits the access, creation, disclosure, reception,transmission, maintenance, and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites, and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidential Information, answer"Yes." Item#15.Answer "Yes" if your business keeps current on security updates/patches (including firmware, software and applications)for computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: h ttps://portal.msrc.microsoft.com/en-us/ Item#16. Answer "Yes" if your business's computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/ Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system, refer to the Microsoft website for ensuring your system is logging security events, see example: https://docs.microsoft.com/en-us/windows/Security/threat-protection/auditing/basic-security-audit-policies Item#18. Answer"Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 R1, Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance. Item#19.Answer"Yes" if your business ensures that all public facing websites and mobile applications containing HHS Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section 2054.516 SECTION D. SIGNATURE AND SUBMISSION Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate Texas HHS Contract Manager. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 18 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 OMB Number:4040-0007 Expiration Date: 02/28/2025 ASSURANCES -NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973, as amended (29 U.S.C. §794), which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended(42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107), which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972(P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970(P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i) any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply, or has already complied, with the 1970(42 U.S.C. §§4728-4763) relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the or national origin; (b) Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended(20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c) Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a) of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research,teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969(P.L. 91-190) and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e) assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No. A-133, Act of 1972(16 U.S.C. §§1451 et seq.); (f) conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans Organizations." under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended(P.L. 93- 19. Will comply with the requirements of Section 106(g) of 205). the Trafficking Victims Protection Act(TVPA) of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from (1) Engaging in severe 1968 (16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 CERTIFICATION REGARDING LOBBYING Certification for Contracts,Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. •APPLICANT'S ORGANIZATION •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: ' First Name: Middle Name: •Last Name: Suffix: •Title: SIGNATURE: ' DATE: DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TEXAS Health and Human Texas Department of State Services I Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.gov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Certificate Of Completion Envelope Id:290D79CB20744B3DBO2165C5CB280FD3 Status: Sent Subject: Please DocuSign: HHS001439000008 Corpus Christi Nueces County PHD Base Contract CPS-LRNPHEP Source Envelope: Document Pages:94 Signatures: 0 Envelope Originator: Certificate Pages:2 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 160.42.209.140 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/31/2024 10:17:26 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:3/31/2024 10:31:29 PM fauziak@cctexas.com CCNCPHD Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fred L.Waterman Fred.Waterman@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jonah Wilczynski jonah.wilczynski@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dave Gruber Dave.Gruber@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Denzel Otokunrin � Sent:3/31/2024 10:31:29 PM denzel@cctexas.com COPED Viewed:4/1/2024 8:08:53 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 3/31/2024 10:31:29 PM Payment Events Status Timestamps = �t ` - (� c o O -' + o cq � O 4 O O •� O U U u 0 iO O O z (u O � 4-1 00 U � O cu MCU Ln Q Q O }, ( O U D O N O LO 0) N U � O Q L N cl, 0 0 O (u O i ., C� v � p0 .� � 00 O00 .- Lu L Q N LO (u > U N O O — Q c 4 Q U 'N = 4OO � LO O O � V N O cl) LL LL _M CD i N O V)- cu > 4-0 U) o U) J o � o MU o � �_ � .-. � o U) ca � E o a� o O O E � a--+ U o (6 N o c\j _ >1 a) � >� O ooa� z70 o Co 4-0 cu Lc� � po 0 O 'V -0 'U) ( � co O Co E O o � � M � E X � C � — o 0 E QLL 70 M V O O O a)U � +J O a) a)p +� O � m N L.L a) U � co OV CV > 4-0 Q a) E Co a) o) U U a) � •� U � '0- L '� V J cn UJ m N O a) u E O N N -0 •— O00 O O m Cu -- � 0E0 .� u - a) Co N U j N m -0 a) C p -0 O '> O N j, U •> a)> a) a) 0Co O O � Q C � j to a) L N ECo Co U L �4-0 � o o a) � a � O n � N Co a) " O -0 a) F-J W 70 =U Cq O (� N U O 0) t .� C: U �+ 7 W L 43 E E 0 O � 4) oo �ri O 0 � o � O � �p >- c M r 0 r}n� , -O � (D O L C;) O o sz p 4-- O N Q 'C;) Ca = O O > co CQ 7FD O }' Q3 E N E Ecu 7 O O L O L L ♦' _ aC:) — 0 0 p o V E E � Q C6 _0 U-) m �' o a i- Q N6cy cn se 0 0 PH P AGENDA MEMORANDUM NCORPO0.1¢ First Reading Ordinance for the City Council Meeting May 14, 2024 ss52 Second Reading Ordinance for the City Council Meeting May 21, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2Cu)-cctexas.com (361) 826-1677 Ordinance abandoning, vacating, and closing 0.574-acres of unimproved right-of- way identified as Sand Dollar Avenue CAPTION: Ordinance abandoning, vacating, and closing 0.574 acres of unimproved public right-of-way for the Fair Market Value of $380,000.00 identified as Sand Dollar Avenue, a portion of Block 27, Padre Island No.1, conditioned on Petitioner, Donny Shellenbarger, meeting specified conditions. SUMMARY: The purpose of this ordinance is to abandon, vacate and close a 0.574 acres (25,004 square feet) tract of unimproved portion of public right-of-way identified as Sand Dollar Avenue, as shown on the metes and bounds, beginning at a point in the south right-of-way of State Highway 361, the northeast corner of Lot 12B, Block 27, Padre Island No.1 , a distance of 50.00 feet to a 5/8 inch iron rod set for the northeast corner of this tract, said point being in the south boundary of a 201.21 acres tract out of tract C and D, Padre Island No. 1 as illustrated in Official Public Records of Nueces County. Section 49-12 of the City Municipal Code provides a process for an applicant to request a closure for a public streets, alleys, or other public ways. The process consists of the following nine (9) steps illustrated below: 1. A pre-application meeting with the Public Works department and designated representatives to review the request and provide initial guidance. 2. The official application request shall be filed with the department of public works containing the required application, fees, and supporting documents. 3. An application fee in the amount of one thousand dollars ($1,000.00) shall be required for each application to close, abandon, vacate, regardless of final action on such application by City Council. 4. The applicant shall obtain an appraisal completed by a MAI certified appraiser who is pre- approved by the city. 5. Upon filing a complete application, the department of public works shall initiate a review process and prepare written recommendations regarding the current use and impacts caused by the closing, abandoning, vacating or altering of such public right-of-way. 6. When the above information has been reviewed by the city, the applicant shall be notified that the file is complete and informed of the date and time of council meeting. 7. The applicant shall be responsible for all mailing postage fees and costs to cover all notification and legal publications costs for requests that demonstrate adequate justification and that reach the public notification stage. 8. The city council may, at its sole right and option, elect to close, abandon, vacate, or alter right-of-way for a sum equal to the present market value. 9. Upon city council approval, the applicant shall be required to pay to the city the value of the right-of-way closed, abandoned, vacated or altered as determined by the appraisal. This request is not for the sale of city-owned property. Rather, this is a request for the City to abandon an easement. Per city ordinance, the applicant pays the City to abandon the right-of- way easement, thus not legally required for competitive bid. BACKGROUND AND FINDINGS: Donny Shellenbarger, owner of Speedy Stop Food Stores, LLC filed a request to abandon, vacate and close a 0.574 -acre portion of Sandy Dollar, beginning at the south right-of-way of State Highway 361 on January 23, 2023. These 25,004 feet segments of Sandy Dollar Avenue are unimproved and currently not utilized by the public. Prior to submission of the application, Mr. Shellenbarger coordinated with Development Services Department an early assistance meeting to discuss the development of a Speedy Stop that will contribute to the Lake Padre Development in District 4. The petitioner is interested in purchasing the land that includes the unimproved right- of-way to build a private street to facilitate his shipments to his business. A review of the street closure request was conducted by City Departments and external Public Utility Companies to determine public interest. The closing, abandonment and vacation of a section of the improved street will be conditioned upon the Owners' compliance with the following requirements: • Payment to the City of$380,000.00 for the Fair Market Value (FMV) of the improved and unimproved right-of-way pursuant to Corpus Christi Code 49-12. • A 50' Utility Easement is retained in favor of the City. • Upon approval by the City Council and issuance of the ordinance, all grants of the public street right-of-way closures will be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas within 180 calendar days. ALTERNATIVES: The alternative is to deny the closure, abandonment, and vacation of request portion of Sand Dollar Avenue. FISCAL IMPACT: If the City agrees to release this portion of public right-of-way, Donny Shellenbarger, petitioner, is responsible for paying the City the Fair Market Value (FMV) of $380,000.00 for the acquired property. Funding Detail: Fund: N/A Organization/Activity: N/A Department: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: City staff recommend approval of the ordinance to abandon, vacate and close a 0.574 acres tract (25,004 square feet) of improved public right-of-way identified as Sand Dollar Avenue. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit Appraisal PowerPoint Presentation Ordinance abandoning, vacating and closing 0.574 acres of unimproved public right-of-way for the Fair Market Value of $380,000.00 identified as Sand Dollar Avenue, a portion of Block 27 Padre Island No. 1, conditioned on petitioner, Donny Shellenbarger, meeting specified conditions. WHEREAS, Donny Shellenbarger, owner of Speedy Stop Food Stores, LLC (adjacent property), is requesting the closure, abandonment and vacation of a portion of Public Unimproved Right of Way known as Sand Dollar Avenue, being the northeast corner of Lot 12B, Block 27, Padre Island No. 1 ; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to close, abandon and vacate unimproved public right-of-way identified as Sand Dollar Avenue, as shown in Exhibit A, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City hereby closes, abandons and vacates the 0.574 acres of unimproved public right-of-way identified as Sand Dollar Avenue, being the northeast corner of Lot 12B, Block 27, Padre Island No. 1, less a 50' utility easement, expressly conditioned on Owners' compliance with the conditions specified in Section 2 of this ordinance. SECTION 2. The closing, abandonment and vacation of a section of the improved street described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Payment to the City of$380,000.00 for the fair market value of the improved and unimproved right of way pursuant to Corpus Christi Code 49-12. b. A 50' Utility Easement is retained in favor of the City. c. Upon approval by the City Council and issuance of the ordinance, all grants of public street right-of-way closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. Failure to record as required by this Ordinance within 180 calendar days will hereby make this Ordinance null and void. d. Failure to comply with all the conditions outlined in this Ordinance will hereby make the Ordinance null and void. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary w V) o O _ 0 0 C14 «+ Do M)-.. -- ID �kll 2 s U,oTcc as •c T � � z © -� an T n .M�o > qtDIH a11)}S D I ON�Zo P3UDISr¢I II�III qOA Qco m � O4 oN ° � o � o av 4. V � � ° o cj � U 1 o, Ir- - - z t) O J � UO I I ' L U) ) J ¢ CS I^ O J fJcn N ,Q+ O U Q > Qo w L , 0 U � Iu� m SIN o � v r oo F- (I) 0 LZ _ N(0 N N N 0+1 � Np QU4- O NOS} J J D i Q O r r� SSDdWO'J v L r _O W J O F- O N E-- a-I v I 78.9Z IZ +' c� J 0 z 0OCV � Z Q _ o `Du� d N Z N n O a ® Q UpN � N O d 0 C (n00L a Q C J Np 4 Ems. Z =ENO N a—,in I Q Ma wm rrry w' �' Q) O s N coF- ' 0 Um 05 U3 w N —W ° m � MURRAY BASS, IR.. V.E.,R.P.L.S, 3054 S. ALAWDA.. zits 78404 NIXON M. WELSH, P.E..R.P.L.S. 301 882-5521-- F:1X 361 882-1205 wutv.lrtss u'clsh.cont e-mail: murrav rf aolxont C-mail: nixnnvl P gmail.cunt BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 July 20, 2021 Field Note Description Street Closure Being a tract situated in Corpus Christi, Nueces County, Texas,over and across a portion of Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County, Texas, said street formerly designated "Tortugas Avenue" now called "Sand Dollar Avenue", and being more particularly described by metes and bounds as follows: BEGINNING at a point in the south right-of-way line of State Highway 361,the northeast corner of Lot 12B, Block 27, Padre Island No. 1 as shown on the heretofore referenced map of Padre Island; THENCE S 89035'20"E along the south right-of-way line of State Highway 361, a distance of 50.00 feet to a 518 inch iron rod set for the northeast corner of this tract, said point being in the south boundary of a 201,21 acre tract out of Tract C and D, Padre Island No. 1,as described in the document recorded under Clerk's File No. 2014002762, Official Public Records of Nueces County, Texas; THENCE S 00028'12"W along the west boundary of said 201.21 acre tract a distance of 500.11 feet to a 518 inch iron rod set for the southeast corner of this tract, said point being an interior corner of the 201.21 acre tract; THENCE N 89030'32" W along the boundary of the 201.21 acre tract a distance of 50.00 feet to a 5/8 inch iron rod set for the southwest corner of this tract, said point being the most easterly southeast corner of Lot 21, Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 60 at Page 143 of the Map Records of Nueces county Texas; THENCE N 00028'12" E along the east line of said Lot 21 at 350.04 feet pass the northeast corner of Lot 21 and the southeast corner of Lot 14B, Block 27, Padre Island No. 1 as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,and in all a distance of 500.04 feet to the POINT OF BEGINNING forming a tract embracing 25,004 square feet(0.57 acres). OFCT y ; �j MURRAY BASS, JR. Mur ay Bass, Jr. ,P.L.S. r.................V... su �4te Note:Basis of Bearing is State of Texas Lambert Grid,South Zone, NAD 1983 MBJ:sab 18004-Field Note Desc.doc EXHIBIT "A" Page 1 of 1 W Q-' STATE HGHWQY 361 N U LiW S89'35'20"E Cif 8 N �� a- CN 50.00' w U m00 m ca \ O iD� ; N �- m o o sa' pow CIA z o ff, > � aL LO z OW II 41 M a wLLJ a 0 W Z N II 11 Ix L �~ Ld o MNo V f--� o z 4 v LO p luui pp ppp Z W CV z � w a W > Li F—� N w coo < � N Q �co � W CN Er- 0 M L r y W !�1 •- y CN OD Q II •--1 l(l(\J\I\I O �//♦\j O N lug !� O O Z o Z (n VV) ,2 04 o ¢Li (Y Q C XLi � NQ 0U E ms o r O coco Qd C]z It : �-0 vLoZ o p 4 • uj o NNp n ID zC30 U. w �t�, c� N N QN�iQ e00.0g WQ W } N 4.` � S (nU(o 00 Do� srZZ�OL CJ�IV c d O,• c�. .C7 �� `� ••V � LO Q acaloom �o - of m � w V) o O _ 0 0 C14 «+ Do M)-.. -- ID �kll 2 s U,oTcc as •c T � � z © -� an T n .M�o > qtDIH a11)}S D I ON�Zo P3UDISr¢I II�III qOA Qco m � O4 oN ° � o � o av 4. V � � ° o cj � U 1 o, Ir- - - z t) O J � UO I I ' L U) ) J ¢ CS I^ O J fJcn N ,Q+ O U Q > Qo w L , 0 U � Iu� m SIN o � v r oo F- (I) 0 LZ _ N(0 N N N 0+1 � Np QU4- O NOS} J J D i Q O r r� SSDdWO'J v L r _O W J O F- O N E-- a-I v I 78.9Z IZ +' c� J 0 z 0OCV � Z Q _ o `Du� d N Z N n O a ® Q UpN � N O d 0 C (n00L a Q C J Np 4 Ems. Z =ENO N a—,in I Q Ma wm rrry w' �' Q) O s N coF- ' 0 Um 05 U3 w N —W ° m � MURRAY BASS, IR.. V.E.,R.P.L.S, 3054 S. ALAWDA.. zits 78404 NIXON M. WELSH, P.E..R.P.L.S. 301 882-5521-- F:1X 361 882-1205 wutv.lrtss u'clsh.cont e-mail: murrav rf aolxont C-mail: nixnnvl P gmail.cunt BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 July 20, 2021 Field Note Description Street Closure Being a tract situated in Corpus Christi, Nueces County, Texas,over and across a portion of Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County, Texas, said street formerly designated "Tortugas Avenue" now called "Sand Dollar Avenue", and being more particularly described by metes and bounds as follows: BEGINNING at a point in the south right-of-way line of State Highway 361,the northeast corner of Lot 12B, Block 27, Padre Island No. 1 as shown on the heretofore referenced map of Padre Island; THENCE S 89035'20"E along the south right-of-way line of State Highway 361, a distance of 50.00 feet to a 518 inch iron rod set for the northeast corner of this tract, said point being in the south boundary of a 201,21 acre tract out of Tract C and D, Padre Island No. 1,as described in the document recorded under Clerk's File No. 2014002762, Official Public Records of Nueces County, Texas; THENCE S 00028'12"W along the west boundary of said 201.21 acre tract a distance of 500.11 feet to a 518 inch iron rod set for the southeast corner of this tract, said point being an interior corner of the 201.21 acre tract; THENCE N 89030'32" W along the boundary of the 201.21 acre tract a distance of 50.00 feet to a 5/8 inch iron rod set for the southwest corner of this tract, said point being the most easterly southeast corner of Lot 21, Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 60 at Page 143 of the Map Records of Nueces county Texas; THENCE N 00028'12" E along the east line of said Lot 21 at 350.04 feet pass the northeast corner of Lot 21 and the southeast corner of Lot 14B, Block 27, Padre Island No. 1 as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,and in all a distance of 500.04 feet to the POINT OF BEGINNING forming a tract embracing 25,004 square feet(0.57 acres). OFCT y ; �j MURRAY BASS, JR. Mur ay Bass, Jr. ,P.L.S. r.................V... su �4te Note:Basis of Bearing is State of Texas Lambert Grid,South Zone, NAD 1983 MBJ:sab 18004-Field Note Desc.doc EXHIBIT "A" Page 1 of 1 W Q-' STATE HGHWQY 361 N U LiW S89'35'20"E Cif 8 N �� a- CN 50.00' w U m00 m ca \ O iD� ; N �- m o o sa' pow CIA z o ff, > � aL LO z OW II 41 M a wLLJ a 0 W Z N II 11 Ix L �~ Ld o MNo V f--� o z 4 v LO p luui pp ppp Z W CV z � w a W > Li F—� N w coo < � N Q �co � W CN Er- 0 M L r y W !�1 •- y CN OD Q II •--1 l(l(\J\I\I O �//♦\j O N lug !� O O Z o Z (n VV) ,2 04 o ¢Li (Y Q C XLi � NQ 0U E ms o r O coco Qd C]z It : �-0 vLoZ o p 4 • uj o NNp n ID zC30 U. w �t�, c� N N QN�iQ e00.0g WQ W } N 4.` � S (nU(o 00 Do� srZZ�OL CJ�IV c d O,• c�. .C7 �� `� ••V � LO Q acaloom �o - of m � e I e , � e - ' ' LPA pop APPRAISAL REPORT 0.57-ACRE RIGHT-OF-WAY ABANDONMENT 1461 Aa South Padre Island Drive, Corpus Christi, Nueces County, Texas 7VT11 8 4W Y �S 'rM 74�2L CLIENT CL THOMAS, INC/SPEEDY STOP AND CITY OF CORPUS CHRISTI December 12, 2023 Donny Shellenbarger CL THOMAS, INC/SPEEDY STOP - 361.571.3076 t rra2� ���rti-� DShellenbarger@CLThomas.com 0.57-ACRE RIGHT-OF-WAY ABANDONMENT4L 14614 South Padre Island Drive Corpus Christi, Nueces County,Texas 78418 In accordance with your request and authorization,we have completed an Appraisal Report of the captioned property for the purpose of developing an opinion of the market value of the subject property. It is our intent to comply with 12 CFR,Subpart C-Subsection 34.42(g), Department of the Treasury,Office of the Comptroller of the Currency, as well as the Uniform Standards of Professional Appraisal Practice (USPAP) and FIRREA. It should be noted that the undersigned have experience in appraising properties considered similar to the subject, in the subject market area, and therefore comply with the Competency Rule as outlined in USPAP. The following report, plus the Addenda, sets forth our findings and conclusions. Maps, plats and photographs that are considered essential to explain the reasoning followed in making the appraisal have been included and the conclusions are expressed therein.Also,no hazardous materials or waste were noted upon inspection of the subject property.Please refer to the Basic Assumptions and Limiting Conditions section of this report. USPAP Standards Rule 1-2(h) states that an appraiser must identify the scope of work necessary to complete an assignment.The scope of work is acceptable when it is consistent with: (1)the expectations of participants in the market for the same or similar appraisal services; and (2) what the appraiser's peers' actions would be in performing the same or similar assignment in compliance with USPAP. In the case of the subject property, both of these USPAP criteria have been met. NOTEWORTHY POINTS ■ The subject is an unimproved right-of-way currently owned by the city of Corpus Christi known as Sand Dollar Avenue that consists of 0.574-acre (25,004 SF). ■ Given the limited utility of the property as a standalone parcel, the "Across the Fence" valuation method is utilized whereby the subject is assembled with the adjacent 4.65-acre tract to form a more suitable 5.224-acre tract as described herein. ■ It is noted that the Sales Approach was utilized for this report. Given the limited utility of the property as a standalone parcel,the "Across the Fence"valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For purposes of this appraisal report, the subject property is assembled with the adjacent tract to form a more usable parcel being 5.224-acres (227,558 SF), referred herein as the "Whole Property".The omission of the Cost and Income Approaches to value is not considered to,in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered applicable due to the lack of improvements located on the subject site. The Income Approach was not considered to be applicable given the subject is a non-income producing property. The appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to develop the opinion of market value of: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple December 11,2023 $380,000 Support and explanation for our value conclusion is explained in detail in the contents of the attached report.It has been a pleasure to assist you, and if we can be of service to you in the future, please let us know. Lowery Property Advisors, LLC /#- . G,t/Ut.4.4- MARIO CARO,MAI,AI-GRS,SR/WA JEFFREY K. WALTERS Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1334889-G Certificate No.TX1380924-G mario@lowerypa.com jeff@lowerypa.com BOBBIE J. GARZA JR Texas State Appraiser Trainee Certificate No.TX1343392 bgarza@lowerypa.com IA I CONTENTS SALIENTDATA................................................................................................................................................................... 1 SUBJECTPHOTOS ............................................................................................................................................................. 2 INTRODUCTION ................................................................................................................................................................ 4 SCOPEOF WORK............................................................................................................................................................. 5 REGIONAL......................................................................................................................................................................... 6 NEIGHBORHOOD........................................................................................................................................................... 11 DEMOGRAPHICS............................................................................................................................................................ 17 ECONOMICUPDATE...................................................................................................................................................... 20 SITEDESCRIPTION........................................................................................................................................................... 27 PROPERTYHISTORY ........................................................................................................................................................ 35 REALESTATE TAXES......................................................................................................................................................... 36 HIGHEST & BEST USE ....................................................................................................................................................... 37 LANDVALUATION .......................................................................................................................................................... 40 RECONCILIATION........................................................................................................................................................... 51 MARKETING / EXPOSURE TIME ...................................................................................................................................... 52 ASSUMPTIONS & LIMITING CONDITIONS...................................................................................................................... 53 CERTIFICATION ............................................................................................................................................................... 55 ADDENDUM.................................................................................................................................................................... 56 T SALIENT DATA CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SALIENT DATA GENERAL Dates of Valuation December 11, 2023"As Is" Date of Inspection December 11, 2023 Property Rights Fee Simple SITE Location The subject property is located on the south line of State Highway 361, east of Park Road 22. The address associated with the subject is 14614 South Padre Island Drive, Corpus Christi, Nueces County,Texas 78418. Site Description According to the provided survey, the subject site is 0.574-acre (25,004 SF). Given the limited utility of the property as a standalone parcel of the subject property, the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For the purposes of this appraisal report, the subject property is assembled with the contiguous tract adjacent to the subject containing 4.650-acres (202,554 SF) to form a more usable parcel of 5.224-acres (227,558 SF) referred herein as the "Whole Property"; the reader is referred to the highest and best use section for further explanation and analysis. The subject is long and narrow in shape with a generally level topography; however, the as assembled parcel is generally rectangular in shape. According to FEMA flood maps 100% of the subject property is Zone AE, an area within the 100-year flood plain. Reader is referred to the Site Description section for further details. Legal Description Being a 0.57-acre portion of Block 27, Sand Dollar Avenue Street Closure, in the city of Corpus Christi, Nueces County, Texas. Zoning "CR-2"-Commercial Resort District IMPROVEMENTS General Description None. HIGHEST & BEST USE As Vacant For use in conjunction with the adjacent 4.65 acres (202,554 SF) property to form an economic unit suitable for commercial or retail development. LPA 2023.12.78 PAGE 1 SALIENT DATA CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SUBJECT PHOTOS .�aaC*�.7r us: +.�.3`W� \ tiF",,�\.•r y vdd�` r t '. +i: Y�4. u� 2 fS a y rLMt , t + ti< �nF, F t t tk �eSt •r r•� r � vy, v u.� t ,.n 5' v _r T10d:I �t °{fia X V •'.. l $$$... L16►.nt, i .�' L$ v`C�i'i�'�S xaa+y^�{t `}1 'th - sf � i� `��U� * v, r 477�f'e P � k R4 `F. 1 PCs 4� fy.5' r 7.' •� 1, �tir .��. x +�k y.�.•t.5'/ f.,r �i'� f� '� �r ` �_S. c F 4 F ��,y ,� ri ♦ . ii35wk'{�i�`��-''���' .s '�J^,!•�,w'ki:ii` .� _ t'�, t �i....��i#a�J.��'�kty4 l(�-..J,lk7�._�,c c• ��._.� �i'. •i_ �, - j tr .ti i 3 �' i Tf ) �• £J- y+ w4J - r, LPA 2023.12.78 PAGE 2 u� SALIENT DATA CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT +3 I r, "T'.---! __• ..ate ��,.. '''ray'"�j AERIAL L,, r - _ ,3• �... Iii ly i i i -f° '' i it1 ems.:• t'•n.l a id PROPOSED PARENT TRACT SUBJECT 1 ~ I rg • I 'I r. I! �..1 f,1 t rvI�w� S � ,r�'•1�l LPA 2023.12.78 PAGE 3 INTRODUCTION CORPUS CHRISTI•TEXAS cyy 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT INTRODUCTION This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice for an Appraisal Report. Supporting documentation concerning the data, reasoning and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. Furthermore, as agreed upon with the client prior to the preparation of this appraisal, this is an appraisal as set forth by USPAP. j TYPE OF VALUE The value definition employed in this report is Market Value as defined in 12 CFR - Part 34.42 (FIRREA), Department of the Treasury, Office of the Comptroller of the Currency. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: • Buyer and seller are typically motivated; • Both parties are well informed or well advised, and acting in what they consider their own best interests; • A reasonable time is allowed for exposure in the open market; • Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and ■ The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Intended Use To determine Market Value for the right-of-way abandonment area Intended User CL Thomas, INC/Speedy Stop and The City of Corpus Christi Client CL Thomas, INC/Speedy Stop Interest Valued Fee Simple Date of Valuation December 11, 2023 "As Is" Date of Inspection December 11, 2023 Date of Report December 12, 2023 A� LPA 2023.12.78 PAGE 4 u t� SCOPE OF WORK CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SCOPE OF WORK The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered, and analysis is applied. In preparing this appraisal, the appraisers did the following: ■ Inspected the subject property. ■ Searched the applicable market area for comparable market data. We utilized multiple sources including but not limited to: Costar, LoopNet, area brokers, local MLS, as well as our proprietary database. ■ Interviewed landowners and local brokers familiar with the subject area and considered their insight of the current market and transactions; ■ Obtained information from surrounding counties and area jurisdictions regarding zoning, taxes, property history, flood plain, utilities, etc. ■ It is noted that the Sales Approach was utilized for this report. Given the limited utility of the property as a standalone parcel, the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For purposes of this appraisal report, the subject property is combined with the contiguous tract adjacent to the subject to form a more usable assembled parcel being 5.224-acres (227,558 SF),referred herein as the "Whole Property".The omission of the Cost and Income Approaches to value is not considered to, in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered applicable due to the lack of improvements located on the subject site.The Income Approach was not considered to be applicable given the subject is a non-income producing property. The inclusion or exclusion of approaches to value was determined by LPA and not our client. ■ To develop the opinion of value, the appraiser performed an appraisal process, as defined by the Uniform Standards of Professional Appraisal Practice. Extraordinary Assumptions & Hypothetical Conditions It is emphasized that per USPAP, "the use of extraordinary assumptions and or hypothetical conditions may have affected assignment results." These terms are defined as follows: Extraordinary Assumption, "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." This report is made with the following extraordinary assumption(s): ■ None. Hypothetical Condition, "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis." This report is made with the following hypothetical condition(s): ■ None. LPA 2023.12.78 PAGE 5 REGIONAL CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT REGIONAL The subject is located in the Corpus Christi Metropolitan Statistical Area (MSA) which is located on the Texas Gulf Coast, approximately midway between Houston and the Mexican border. It is 200 miles southwest of Houston, 200 miles south of Austin, 130 miles southeast of San Antonio and 130 miles north of the Mexican border.The MSA covers three counties-Aransas, Nueces, and San Patricio.(13F r-} ulrrtur latl Ire'.• Ranch-:Ong r, Fdcraan Dcl sr:btc.nra Rc.4F.n f armalaa lvJ rat rJ/ nri-r. i•I �) I ni t: J� 6t�Cr Qton ay Psdln „ i I i (Wi; i —C41I)ll>CfIf15_11 Ru�sterry, l>=,s I G ^ L3 ValgTdila®' 1�! ' 1.u'l,1t,• Na \ (f_) island � I rrrn GUM, ' R'Is!17 Paborl'a Io Allu 1 ' /Llrll►a LLFf '♦ , f chop r II DEMOGRAPHICS According to Esri, the 2021 population estimate of the Corpus Christi Metropolitan Area is 442,600, making it the 7th largest metropolitan area in the Texas. Based on that estimate, the area gained approximately 5,300 new residents between 2020 and 2021,The main industries of the area include military, oil production,shipping, and construction. Leisure and hospitality industries are also important to the area, as the coast attracts many tourists. A� LPA 2023.12.78 PAGE 6 u t� REGIONAL CORPUS CHRISTI-TEXAS 4 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ECONOMICS Corpus Christi MSA Corpus Christi's job growth has decelerated since last summer and the metro area is now advancing a bit more slowly than the U.S. Total employment returned to its pre-pandemic level in January, about a half year later than the nation. Manufacturing and financial services are leading the way, significantly outperforming their respective national totals. However, most other industries are underperforming. The unemployment rate has steadily trended down to 4.4%and is now approximately equal to the precrisis rate. However, part of the reason is that the labor force declined during the past year, compared with the gain nationally, and remains below where it was in early 2020.As elsewhere in the country,the housing market has weakened considerably. The energy industry will face headwinds this year, adding uncertainty to the near-term outlook for related manufacturing.The West Texas Intermediate oil price has dropped more than $15 per barrel over the past half year to the low$70 range. As a result, the number of active Texas drill rigs has leveled off, potentially reducing demand for locally produced equipment and supplies needed for exploration. According to the Dallas Fed Energy Survey, drilling activity was down significantly in the first quarter of 2023. However, the breakeven for new drilling is in the low $60 per barrel range, so the industry should avoid a collapse barring a recession that would substantially lower energy demand. Although employment in transportation and logistics trended down over the past year and could weaken further in the near term, longer term, there are upside prospects for the industry. For one thing, the Port of Corpus Christi handled record tonnage in the first quarter of 2023, led by shipments of crude oil, refined products, and liquefied natural gas. Moreover,the latter should grow in coming years, boosted by both supply and demand factors. On the supply side, Cheniere is building a 12 million ton per year expansion of its local liquefaction facility, expected to go online in 2025. On the demand side, in response to Russia's invasion of Ukraine, most recently the EU has stated that it will ban Russian gas imports on routes where Moscow has already cut supplies. Consequently, the need for alternative sources will grow. In 2022, the U.S. became the world's second-largest exporter after Qatar. Residential construction dropped substantially during 2022, and despite a modest rebound in early 2023, it will remain subdued for the rest of the year. New permits for single-family homes are down by 50%, compared with a national decline of about 33%. On the positive side, house prices have performed better than elsewhere, rising slightly since last fall in contrast with the national decline. However, the increase in mortgage rates caused affordability to fall as much as elsewhere. LPA 2023.12.78 PAGE 7 REGIONAL CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Several factors will limit prospects in the long term. First, because the share of high-wage jobs is only half the national share, out-migration in search of betterjobs has resulted in population loss over the past several years. This limits the attractiveness of the metro area to prospective employers considering relocation. Strengths ■ Port's strategic gulf location is ideal for trade and exports. ■ Low cost of living and Gulf of Mexico location attract retirees and tourists. Weaknesses ■ Low educational attainment and relative geographical isolation reduce the attractiveness to prospective employers. ■ The heavy reliance on international trade adds cyclicality to the outlook. 2018 2019 2020 2021 2022 INDICATORS 2023 2024 2025 2026 2027 28.1 27.1 25.4 27.5 26.9 Gross metro product (C12$bil) 27.0 27.5 28.2 29.1 30.0 2.8 -3.4 -6.2 8.1 -2.1 %change 0.3 1.7 2.8 3.2 3.0 193,2 193.9 181.3 183.9 190.3 Total employment (ths) 193.9 195.6 197.5 198.9 200.3 0.3 0.3 -6.5 1.4 3.5 %change 1.9 0.9 1.0 0.7 0.7 5.0 4.3 9.1 7.1 4.9 Unemployment rate (%) 4.4 4,1 4.2 4.2 4.2 2.1 6.1 4.1 7.9 2.1 Personal income growth (%) 6.1 4.6 4.4 4.5 4.4 54.3 55.5 57.3 60.0 62.0 Median household income ($ths) 64.3 66.3 68.6 71.0 73.5 446.5 445.7 446.0 447.8 451.5 Population (ths) 454.7 457.4 459.9 462.5 465.0 -0.5 -0.2 0.1 0.4 0.8 %change 0.7 0.6 0.6 0.6 0.6 -3.9 -2.5 -0.6 1.7 3.3 Net migration (ths) 2.2 1.6 1.5 1.6 1.7 1711.0 1842.0 1819.0 2423.0 1912.6 Single-family permits (#) 1418.0 1441.8 1619.6 1717.4 1698.9 16.0 214.0 277.0 366.0 296.2 Multifamily permits (#) 474.4 510.8 502.7 501.9 484.4 213.1 219.7 229.8 257.3 294.5 FHFA house price (1995Q1=100) 298.4 286.1 279.2 281.5 287.1 �� LPA 2023.12.78 PAGE 8 u t� REGIONAL CORPUS CHRISTI•TEXAS ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT MAJOR ATTRACTIONS Corpus Christi is a popular tourist destination because of its mild climate and location. It is the most frequented vacation destination in Texas with 10.61 million annual visitors.Most visitors are the traditional summer beach visitors and "Winter Texans" which pump an estimated $1.35 billion annually into the local economy. Corpus Christi convention activity is focused in the area at the north end of Shoreline Boulevard near the Harbor Bridge. The American Bank Center Convention Center events support a number of hotels in the downtown Bay Front area.The center(located at 1901 N. Shoreline Boulevard-north of IH 37 and east of US 181) opened in late 2004 and features a 2,526-seat auditorium, a sports arena seating 10,500 and meeting and exhibition space.The sports arena is home to Corpus Christi's Ice-rays hockey team and the Texas A&M - Corpus Christi University basketball teams. Whataburger Field is home to the Corpus Christi Hooks, the Double-A affiliate of the Houston Astros. TRANSPORTATION Corpus Christi International Airport The Corpus Christi International airport serves the coastal bend of Texas. The four airlines that serve CCIA are American, Southwest, and United Airlines. These airlines provide direct flights to both airports in Houston as well as in Dallas. Port of Corpus Christi The Intracoastal Waterway and the Port of Corpus Christi make Corpus Christi a major qw_ I transportation and bulk cargo center.The port is the 8th largest in the nation in terms of annual votonnage and is located mid-way along the Texas coast on the Gulf of Mexico (approximately 150 miles north of the United States/Mexico border) just north of IH 37 and the Central Business District (CBD). Low-cost barge transportation is available on this 1,177-mile waterway that links Corpus Christi with 9,812 miles of commercially navigable waterways in the mid-continent regions of the Mississippi River and its tributary systems as well as 2,500 miles of waterway along the Gulf of Mexico. The Texas Department of Transportation The main thoroughfares that serve the area are 1-37, which provides easy access to San Antonio, State Highway 35, which connects the area to Houston, and US Highway 77, which ,apartmentconnects the area to the Rio Grande Valley. Other important roadways include State ansporlatlon Highways 358 and 361, which connect the city to Padre Island. LPA 2023.12.78 PAGE 9 REGIONAL CORPUS CHRISTI•TEXAS ._ 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CONCLUSION Corpus Christi will grow slowly, as uncertainties in the energy industry limit manufacturing. The housing market will rernain subdued. Longer term, weak population growth and other structural factors will hold back the metro area. LPA 2023.12.78 PAGE 10 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT NEIGHBORHOOD A neighborhood is typically a segment of a community, city or town which is a homogeneous grouping of individuals, buildings or business enterprises within the larger community. A neighborhood has three stages of life and possibly a fourth. They are (1) integration (the development stage), (2) equilibrium (the static stage), (3) disintegration (the declining or decaying stage), and possibly (4) a redevelopment or rejuvenation state or period and continuance of the neighborhood life cycle. MUSTANG ISLAND co Afuslang Island Access Road 213-1,9 corn„s cnr-su Naval Air Army Depot Slot ion ® ONa.ylodgI new Corp sChNStr Curpas R-1. A(1/Sf.ir'fl Gs BV an sinter�- NIUS61 9 s'Innd \ Slale Park H E 8 Plus- O VADRE ISLAND' e - Red Dot Pier, d (, JFK,CuuSe.ray b FLOUR BLUFF `o i 6 + I Waldron rld NOLF Corpus© Christi KOA Journey s... \^Iacd tt{L�r P" Lr s9 � r^ SUBJECT Jpt"nyeeaen9 O :Ja-ina F.Ledge��-ii I VIM cape Beacn I The Rock Depot® Nrhe,Balli Pa10.Q Horses on the Beach I as a• aP f,• a¢ LPA 2023.12.78 PAGE 1 1 I NEIGHBORHOOD CORPUS CHRISTI•TEXAS . ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LOCATION The subject property is located in the City of Corpus Christi, Nueces County, Texas. The subject neighborhood is best defined by use patterns, as well as the location of major thoroughfares and natural boundaries. Neighborhood boundaries are generally defined as the land area within North Beach and by the Corpus Christi Bay and Corpus Christi ship channel to the north, Corpus Christi Bay to the east, McGee Beach to the south, and State Highway 286 to the west. GENERAL INFO Corpus Christi is a coastal city in the South Texas region, which is 130 miles southeast of San Antonio. Corpus Christi has a population of 327,423 people with a rnedian age of 35.7 and a median household income of$57,387. Between 2016 and 2021 the population of Corpus Christi grew from 325,734 to 327,423, a 0.52% increase and its median household income grew from $54,344 to $57,387, a 5.60% increase. This city is home to a number of popular destinations for both tourist and residents. Most of the local economy is driven by tourism and the oil and petrochemicals industry.The city's location provides opportunities for water sports and nature tourism. Some of the most visited attractions are located on North Beach, where the Texas State Aquarium and the USS Lexington Museum on the Bay are located. The Port of Corpus Christi, which is the fifth largest U.S. Port and deepest inshore port on the Gulf of Mexico, handles mostly oil and agricultural products. Corpus Christi is home to several institutions of higher learning such as Texas A&M University-Corpus Christi, De Mar College, and nurnerous vocational schools. The city has six school districts which provide primary and secondary education for residents. The market area is a combination of vacant land, single-family residential, retail, multifamily, office and industrial uses. Retail/commercial development is primarily located along major thoroughfares such as SH 358 (South Padre Island Drive), Residential uses are located on secondary thoroughfares. LPA 2023.12.78 PAGE 12 r V_ NEIGHBORHOOD CORPUS CHRISTI•TEXAS +K ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CORPUS CHRISTI DOWNTOWN Corpus Christi's Downtown/Bayfront area has great hotels, some of the city's finest dining options, a marina and museums. The Marina Arts District in downtown features excellent eateries, art, original music and festivals. The Sports, Entertainment and Arts District (SEA District) is located at the southern edge of the Corpus Christi Ship Channel.The SEA District includes the Museum of South Texas,the Corpus Christi Museum of Science and History, Concrete Street Amphitheater and Hurricane Alley Waterpark, Whataburger Field, home to the Corpus Christi Hooks (Double-A affiliate of the Houston Astros), is also located in the SEA District. McGee Beach is located on the downtown seawall and offers a beach that is perfect for children and fishing along the jetties. The Mirador de la Flor is located on the Corpus Christi Bayfront Seawall which is located at the Peoples Street T-Head and is popular among tourists. Selena Quintanilla Perez was an acclaimed Tejano singer born in Corpus Christi whose life and r music touched the community and many people around the world. The life size-bronze statue was sculpted by H.W. "Buddy"' + - Tatum, a well-known Corpus Christi artist. Established in 1923, the Corpus Christi Yacht Club is located in Downtown Corpus Christi along Coopers Alley.The two-story private club is equipped with a full-service restaurant/bar and outdoor pool which hosts various events such as weddings, luncheons, and social l ` gatherings. The Yacht Club regularly hosts regattas and offers a Sy I I ( learn-to-sail program to both members and non-members between ages 6-18. This allows students to learn about water safety, rigging techniques, sailing skills, knots, and weather before venturing outside of the club's marina by the end of season. LPA 2023.12.78 PAGE 13 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT NAVAL AIR STATION CORPUS CHISTI v NAS Corpus Christi was commissioned on March 12, 1941 after a board found that a lack of training facilities capable of meeting an emergency demand for pilots constituted a grave situation. NAS CC provided intermediate flight training in World War II, training naval pilots to fly SNJ, SNV, SNB, OS2U, PBY, and N3N airplanes. In 1944 it was the largest naval aviation training facility in the world. The facility covered 20,000 acres, had 997 hangars, shops, barracks, warehouse and accessory buildings. Today, Training Air Wing FOUR produces approximately 400 newly qualified aviators each year via the "Maritime Pipeline" for shore-based US Navy, US Marine Corps and US Coast Guard fixed—wing jet and turboprop aircraft. Training Air Wing FOUR consists of four squadrons which handle training in the T-6B Texan II, a single engine turboprop aircraft and advanced training in the twin engine T-44C Pegasus aircraft. NAS Corpus Christi is also home to the Corpus Christi Army Depot, the largest helicopter repair facility in the world. NORTH BEACH DEVELOPMENTS North Beach is the home of Corpus Christi's top tourist attractions - The USS Lexington Museum and the Texas State Aquarium,which both attract approximately 800,000 visitors annually.The USS Lexington Museum is a World War II vintage aircraft carrier that now services as a naval aviation museum and educational facility. Commissioned in 1943, the carrier served the United States longer and set more records than any other carrier in the history of naval aviation. The Texas State Aquarium mission is to engage people with animals, inspire appreciation for our seas and support wildlife conservation, North Beach offers a good variety of places to eat and drink and awesome bayfront views, a 1.5-mile-long sandy beach, and Concrete Beachwalk. Two fishing jetties are located on North Beach at the north and south ends. LPA 2023.12.78 PAGE 14 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENTa In 2017, Frazier started planning Lighthouse I Pointe, a $25 million project at the tip of North Beach on the west side of U.S. Highway 181, across from the subject property.The complex will feature 159 luxury one, two, and tree-bedroom apartment �y.,�.,�. ; l; I it nA5Juvi units, eight townhomes, a marina, spa, A I I ' restaurant, chapel and a 136-foot Texas lighthouse.As of June 2022,the construction is still on going and is expected to be complete before the end of 2022. ACCESS Access to the subject neighborhood is considered good due to its close proximity to U.S. Highway 181 to the west. U.S. Highway 181 originates in downtown Corpus Christi and connects Corpus Christi to Portland and extends far northwest to San Antonio. Interstate 37 is to the south of the subject which provides a direct link to both Interstate Highway 35 and Interstate Highway 10 in San Antonio. Interstate 69E/ US Highway 77 connects the city to Brownsville to the south and Victoria and Waco to the north. Texas State Highway 44 is a main thoroughfare that connects Corpus Christi to Laredo and the western part of South Texas by way of Interstate 69W / US Highway 59, Interstate 35, and US Highway 83. The inner-city public transportation is provided by Corpus Christi Regional Transportation Authority with its bus route. Other primary thoroughfares include Highway 286 (Crosstown Expressway) and Highway 358 (South Padre Island Drive). UTILITIES The majority of the city of Corpus Christi is adequately served by all the typical utilities, including water, sewer, electric service, natural gas, septic and public telephone. Major utility companies servicing the neighborhood include the City of Corpus Christi and TXU Electric Company. NUISANCES & HAZARDS Nuisances and hazards are limited in the subject neighborhood. Vibration, smoke, smog, odors and intense noise are basically related to vehicular traffic along the major thoroughfares. As in any area, traffic density poses problems ranging from congestion to noise. These problems are not severe and are a natural part of most communities. LPA 2023.12.78 PAGE 15 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LIFE CYCLE Each neighborhood has a unique and dynamic quality all its own, given man's unique imagination, design and development of an area. This quality is described as a "life cycle," which is identified in The Appraisal of Real Estate as evolving through the following four stages. Growth Neighborhood gains public favor and acceptance Stability Equilibrium without marked gains or losses Decline Diminishing demand Revitalization Renewal, modernization and increasing demand Overall, the subject neighborhood appears to be in the stability period of its life cycle. Land prices have increased. The immediate area is a well-established area within the city of Corpus Christi and is considered to be approximately 70% developed. Properties appear to range in age from new to over 50 years. CONCLUSION The subject neighborhood is located in Corpus Christi, Nueces County,Texas. Demand for virtually all types of real estate in this area has been mostly stable in recent years. The future growth of the neighborhood relies heavily upon the strength of the economy and the overall strength of the real estate market within the entire Corpus Christi area.The subject property displays good locational attributes in the defined neighborhood and should benefit from any positive economic conditions experienced by the immediate area. rA, LPA 2023.12.78 PAGE 16 u t� SAW. DEMOGRAPHICS CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT DEMOGRAPHICS The following pages summarize data generated by the STDB. esn' site map 14467-14499 TX-361 Prepared by Esri 14467-14499 TX-361,Corpus Christi,Texas,78418 LAItUde: 27.617;4 Rings: 5 mile radii Longitude: Zoos VF Ak Ailh % L; • / �� r P22 1 i Zy It >r • tq bM i 0 0.8 1.6 • I lli 1 • 1� zi t •1 _ . • Ilk N 4i•�4.:r _ "__'f 1� 41, LPA 2023.12.78 PAGE 17 DEMOGRAPHICS CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT yt4` iih • (; esri- Demographic and Income Profile 14467-14499 TX-361 Prepared by Esri 14467-14499 TX-361, Corpus Christi,Texas, 78418 Lolilud,�: 21.617;,1 Ring: 5 mile radius Longitude; -97.22008 Summary Census 2010 Census 2020 2022 2027 Population 13,876 15,165 15,697 16,216 Households 5,843 6,257 6,395 6,589 Families 3,852 - 4,050 4,188 Average Household Size 2.37 2.42 2.45 2.46 Owner Occupied Housing Units 4,001 - 4,693 4,899 Renter Occupied Housing Units 1,842 1,701 1,690 Median Age 44.2 47.0 47.2 Trends:2022-2027 Annual Rate Area State National Population 0.65% 0.88% 0.25% Households 0.60% 0.92% 0.31% Families 0.67% 0 96% o 0.28/o Owner HHs 0.86% 1.19% 0.53% Median Household Income 1.77% 2.93% 3.12% 2022 2027 Households by Income Number Percent Number Percent <$15,000 308 4.8% 216 3.3% $15,000-$24,999 320 5.0% 221 3.4% $25,000-$34,999 293 4.6% 191 2.9% $35,000- $49,999 407 6.4% 332 5.0% $50,000-$74,999 1,110 17.4% 1,001 15.2% $75,000-$99,999 823 12.9% 844 12.8% $100,000-$149,999 1,877 29.4% 2,233 33.9% $150,000-$199,999 538 8.4% 716 10.9% $200,000+ 719 11.2% 835 12.7% Median Household Income $97,556 $106,500 Average Household Income $121,292 $138,515 Per Capita Income $49,866 $56,818 Census 2010 2022 2027 Population by Age Number Percent Number Percent Number Percent 0-4 593 4.3% 611 3.9% 641 4.0% 5-9 668 4.8% 671 4.3% 711 4.4% 10- 14 837 6.0% 761 4.8% 770 4.7% 15- 19 788 5.7% 738 4.7% 733 4.5% 20-24 928 6.7% 750 4.8% 645 4.0% 25-34 1,615 11.6% 1,982 12.6% 1,739 10.7% 35-44 1,659 12.0% 1,983 12.6% 2,411 14.9% 45-54 2,350 16.9% 1,891 12.0% 1,951 12.0% 55 -64 2,340 16.9% 2,521 16.1% 2,274 14.0% 65-74 1,378 9.9% 2,331 14.91/a 2,426 15.0% 75-84 588 4.2% 1,155 7.4% 1,514 9.3% 85+ 132 1.0% 302 1.9% 400 2.5% LPA 2023.12.78 PAGE 18 DEMOGRAPHICS CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT • wesn" Demographic . . Income Profile 14467-14499 TX-361 Prepared by Es; 14467-14499 TX-361,Corpus Christi,Texas,78418 Latitude: 27.61734 Ring: 5 mile radius Longitude: -97.22008 Trends 2022-2027 3- 2.5- u L Q 2- C a� 1.5- ro 1 Area c 0.5 State USA I I i 0 Population Households Families Owner HHs Median HH Income Population by Age 16 14 12 u 10 c 0) 8- 6- 4 L.I 2022 2 ■ 20z7 0 I i I 0-4 5-9 10-14 15-19 20-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ 2022 Household Income $50K-$74K $35K-$49K 17.4% 6.4% $25K-$34K 4.6% $15K-$24K $75K-$99K 5.0% 12.9% c$15K 4.8% $200K+ 11.2% $100K-$149K $150K-$199K 29.4% 8.4% LPA 2023.12.78 PAGE 19 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ECONOMIC UPDATE LPA is committed to monitoring the current economic environment. The following section analyzes several current economic factors such as the lingering effects of COVID-19, inflation, gas prices, supply chain issues, unemployment, etc. and the effects on commercial real estate. COVID-19 As COVID-19 began in 2020, unemployment reached a high of 14.7%. GDP declined 34% in Q2 2020, The CARES Act, enacted shortly after the beginning of COVID, was a shot in the arm of the U.S. economy. Throughout 2020 and as we entered 2021, the economy began to ease slightly. In 2021 the U.S. began offering four vaccines: Johnson & Johnson, Pfizer, Moderna, and Novavax. Although riddled with supply chain problems and closing businesses, the unemployment rate continuously decreased to 3.5%where it stands as of August 2022. GDP has increased since Q2 2020. The U.S, government has enacted various monetary and fiscal policies to assist the economy, such as $377 billion in emergency grants and loans for small businesses and decreasing the federal fund rate. Although the economy is recovering from COVID-19, these are still unpredictable times. Outlined below is a timeline of important events in the history of the pandemic. Jan 2020 The first instance of the coronavirus is seen in the U.S. Mar 2020 The World Health Organization declares COVID-19 a worldwide pandemic. Mar 2020 President Trump signs a$2 Trillion economic stimulus bill. Feb 2021 Pfizer, Moderna, and Johnson &Johnson vaccine all approved for emergency use. Mar 2021 Congress passes the American Rescue Plan, the largest stimulus bill to date. Mar 2022 The Federal Reserve raised interest rates for the first time since 2018 in order to combat rapid inflation. Jun 2022 U.S removes Covid testing requirement for travel into the United States. Feb 2023 White House plans to end COVID public health emergency in May 2023. May 2023 COVID-19 Public Health Emergency officially ended May 11 th in the U.S. Nov 2023 The newest variant, HV.1, arrives in the U.S. as it's currently responsible for 25%of new cases. LPA 2023.12.78 PAGE 20 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT UNEMPLOYMENT The COVID-19 pandemic accelerated already emerging trends in slow labor force growth and higher demand for skilled labor. The number of jobless claims skyrocketed in March 2020, when the pandemic officially began, with official unemployment numbers reaching 23.1 million or 14.7%. Unemployment has steadily declined over the following months, with the unemployment rate as of July 2023 recorded at 3.5%, which is back to pre-pandemic levels. In 2022, US employers added a total of 4.5 million new jobs,which is the second strongest year in the past 40 years after 2021 . The majority of the new jobs were led by the leisure and hospitality industry as well as professional and business services. Despite the low unemployment rate and job creations, industries are still having problems being understaffed as people used COVID-19 to change jobs and careers,leaving holes in the industries they've left behind.Career changes and the need to work remotely have led to a worker shortage, especially in the food service and hospitality industries.The chart below shows the monthly unemployment rate since November 2020. UNEMPLOYMENT RATE 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% �N 04 N N N N N M M M M M M N N N N N N N N N N N N N N N N N N i i > > Q > C > j Q > C > Q > z -' °„' Z -' v; Z vOi Z Federal Reserve Bank of St. Louis LPA 2023.12.78 PAGE 21 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS '`- 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT INFLATION Inflation has hit the United States hard since the beginning of 2021. Inflation is the rate of increase in prices over a given period of time. The most common form of measurement is the Consumer Price Index (CPI). This measures the percentage change in price over a "basket" of goods and services in households. According to the U.S Bureau of Labor Statistics, the annual inflation rate in the U.S. has slowed more than expected to 3.2% in July 2023 from an over 40-year high of 9.1% in June 2022. The below chart using data from the U.S. Bureau of Statistics shows the inflation rate over the last 40 years and the increase of inflation in the U.S. since April 2020, and the start of the COVID-19 pandemic. INFLATION SINCE 1981 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% r n rn M L o. u� ^ o 00 � CA 00 CO D` O` Oi O� P O O O O O � N N > > > > > > > > > > > > > > > > > > > > > > O 0 O O 0 0 0 0 0 0 O 0 0 0 0 0 0 0 O O 0 0 Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z U.S. �;ure_tu ref ;Yuhsh<�� A LPA 2023.12.78 PAGE 22 u� ECONOMIC UPDATE CORPUS CHRISTI•TEXAS x 4 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT GAS PRICES Since the beginning of 2022, the national average has remained above the 3 years prior and indicates a downward trend. Prices dropped 32 cents in July, and 79 cents in August. After a historic 98-day streak of falling gas prices, the average rose a penny near the end of September. The longest streak was 115 days in 2014-2015. There are several complicated, important factors involved in the increase and decrease in gas prices over the last several months.The following chart shows the national average gas price per gallon of the prior 3 years. GAS PRICES SINCE 2019 $6.00 $5.00 $3.36 $4.00 t� $3.00 $2.00 $1.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2019 -2020 2021 2022 2023 U.S. Energy Information Adlydnistrotion The sharp increase can be contributed to the Russia/Ukraine war as Russia is the 2nd largest exporter of oil in the world. Since beginning in February 2022, the Russia/Ukraine conflict has caused Russia to become heavily sanctioned, playing an important factor in the increase of gas prices. Although the U.S. is the world's leading gasoline producer, production has decreased since late 2019. Additionally, refineries closing at the beginning of COVID-19 have led to a decrease in operating oil refineries leading to higher demand than supply. Refineries increase their rates when demand is higher than supply due to the need of the product and the increased willingness of people to pay for that product. Some reasons for the sharp decrease in gas prices involve panic over inflation driving down prices, people driving less due to the high gas prices, and the Biden administration's release of emergency oil from the national stockpile. LPA 2023.12.78 PAGE 23 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT INTEREST RATES Priaie Rote is individually determined by banks and often used as a reference rate (also known as the base rate) for several types of loans. Examples of the types of loans using this rate include credit card loans and small business loans. The prime rate is used by banks to lend to consumers and are fixed and typically do not change over extended periods of time. Secured Overnight Financing Rate is a benchmark interest rate that institutions utilize for business and consumer loans. The Secured Overnight Financing Rate (SOFR) is the dominant benchmark rate after the US LIBOR panels ended on June 30, 2023. Unlike its predecessor, SOFR incorporates actual lending transaction data amongst institutions making it a more reliable source. Federal Funds Rate is set by the Federal Open Market Committee (FOMC), This rate is the target at which excess reserves are lent and borrowed amongst commercial banks overnight. This rate influences short-term rates on credit cards and consumer loans as well as piquing investors' interest by impacting the stock market. INTEREST RATES r 0.00% 8.00% 6.00% 4.00% 2.00% 0.00% CT O O O O N N N N N N N N CV N N N N N N N CCN > 4 6) > 4 p) > Q & > Q T 6 > Z Q Z LL � Q Z LL 0 Z La) 0L 2 7 Z _SOFR —Fed Fund ®PRIME To combat higher than average inflation, rates began increasing in early 2022. Interest rates and capitalization rates generally move in tandem, Increased cost of capital commonly results in upward pressure on capitalization rates which can, but does not always, cause softening in the market. LPA is committed to monitoring and analyzing the impact of increasing interest rates. A� LPA 2023.12.78 PAGE 24 u� ECONOMIC UPDATE CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT BANKING Silicon Valley Bank became the 2nd largest bank collapse in U.S. history at the time (until First Republic Bank's collapse a month later) on March 1 Oth, 2023. After the largest bank run in U.S. history, SVB was seized by the Federal Deposit Insurance Corporation (FDIC), and then sold to First Citizens Bancshares. Signature Bank became the 3rd largest bank collapse in U.S. history at the time, following SVB's collapse days prior. Unable to bounce back from the combination of the crypto exchange FTX's collapse and SVB's collapse, Signature experiences a bank run and ultimately collapses. First Republic Bank is currently the 2nd largest bank failure in U.S. history, despite the banking industry's best efforts to save it. The almost $100 Billion dollars pumped into First Republic wasn't enough to prevent them from selling assets, ultimately being seized and sold. Mar 8 Silicon Valley Bank creates panic after announcing it sold$21 billion in securities at a loss Mar 9 Silicon Valley Bank clients withdraw$42 billion, creating the largest bank run in U.S. history Mar 10 As Silicon Valley Bank officially collapses,Signature Bank experiences a multi-billion dollar bank run Mar 1 1 The 1 1 largest U.S. banks give First Republic Bank$30 billion while JPMorgan Chase gives$70 billion Mar 12 Signature Bank is seized by the FDIC and assets sent to Signature Bridge Bank during the bidding process Mar 19 Signature Bridge Bank is bought by New York Community Bank and put under the Flagstar Bank subsidiary Apr 28 FDIC seizes control of First Republic Bank after it begins selling assets at a loss,causing stock to drop May 1 First Republic bank is officially closed and sold to JPMorgan Chase May 4 PacWest and Western Alliance announce they are exploring their options, affecting First Horizon bank and Metropolitan bank Aug 2 Heartland Tri-State Bank officially becomes Dream State Bank after closing Friday,July 281h. Nov 5 Citizens Bank of Sac City, Iowa closes due to loan losses and re-opens under Iowa Trust &Savings Bank LPA 2023.12.78 PAGE 25 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SUPPLY CHAIN As businesses re-opened due to the slowing of COVID-19, e-commerce accelerated the demand for products, which quickly outpaced the capacity of manufacturing plants. Businesses have begun to focus on near-sourcing materials closer to their manufacturing plants and ultimately closer to the end users. The need to decrease the demand and delays at ports and other entry points was a major reason for companies to focus more on manufacturing from home and less on importing goods and materials. The supply chain issues began in 2020 after computer processor chip manufacturers began slowing and shutting down operations due to the COVID pandemic, resulting in manufacturers not being able to keep up with the increased demand of computer electronics due to a large number of companies moving towards work from home policies. CONCLUSION The current economic environment is ever changing. As mentioned previously, LPA is working diligently to capture and analyze current market data to reliably quantify impacts on real property values, national and regional. As the situation evolves, LPA is committed to monitoring current events and how they impact the commercial real estate market. A L LPA 2023.12.78 PAGE 26 u r� SITE DESCRIPTION CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SITE DESCRIPTION PHYSICAL Location The subject property is located on the south line of State Highway 361, east of Park Road 22. The address associated with the subject is 14614 South Padre Island Drive, Corpus Christi, Nueces County, Texas 78418. Legal Description Being a 0.57-acre portion of Block 27, Sand Dollar Avenue Street Closure, in the City of Corpus Christi, Nueces County, Texas. Size / Configuration / Flood Zone According to the provided survey, the subject site is 0.574-acre (25,004 SF).The subject is an unimproved right- of-way known as Sand Dollar Avenue which is approximately 50' X 500' in size. Given the limited utility of the property as a standalone parcel, the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For the purposes of this appraisal report, the subject property is assembled with the tract adjacent tract owned by Speedy Stop containing 4.650-acres (202,554 SF) to form a more usable assembled parcel of 5.224-acres (227,558 SF) referred herein as the "Whole Property"; the reader is referred to the highest and best use section for further explanation and analysis. The subject is rectangular in shape with a generally level topography. According to FEMA flood maps 100%of the subject property is Zone AE, an area within the 100-year flood plain. According to the City of Corpus Christi's flood plain requirements, development within the flood zone is permitted if the finished floor of the improvements is a minimum of 18 inches (1.5 feet) above the base flood elevation and a permit for development is granted by the city of Corpus Christi. Frontage / Accessibility The subject's site is considered to possess adequate access to the traffic carrier, which is a primary traffic carrier for the area and is in good overall condition. Utilities Public water services and sewer services are provided by the subject's municipality.According to city officials, these utilities are sufficient for the development in the area. In addition, the city provides fire and police protection along with garbage pick-up. Electrical and natural gas are provided by the region's typical providers. At the present time, all utilities appear to be sufficient for area development patterns. LPA 2023.12.78 PAGE 27 SITE DESCRIPTION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LEGAL Zoning / Restrictions As mentioned previously, the subject property is zoned "CR-2" - Commercial Resort District by the city of Corpus Christi. The subject's zoning provides sufficient space in appropriate locations for all types of commercial, retail, and resort activity.The following excerpt from the city's Unified Development Code displays the permitted uses within the subject's zoning: COMMERCIAL DISTRICTS P=Permitted Use;L=Subject to Limitations; CN- CN- CG- CG- SUE=Special Use Exception;SP=Special 1 2 ON CR-1 CR-2 CR-3 1 2 CI CBD BP Standards Permit;[blank cell]=Not Permitted Commercial Uses Commercial Parking Uses[5.1.4.A] P P P P P P P P P P P Indoor Recreation Uses[5.1.4.B]except: P P SP P P P P P P P P ---Bar,tavern or pub L L L L L L L L 5.2.7 ---Smoking Lounge P P P P P P P P ---Sexually oriented business Isee ction 4.6.2 Office Uses[5.1.4.C] P P P P P P P P P P P Outdoor Recreation Uses[5.1.4.1)]except: SP SP P P P P P P SP P Commercial amphitheater SP SP SP SP SP SP SP SP Overnight Accommodation Uses except: P P P P P P P P P P P ---Bed and breakfast home L L L L L L L L L 5.2.8 ---Recreational Vehicle Park L L L L L L L 6.1.2 ---Truck stop w/overnight accommodations L L L L L L L 4.6.2 Restaurant Uses[5.1.4.1`] L L L P P P P P P P P 5.2.11 Retail Sales and Service Uses,sales-and service-oriented[5.1.4.G]Includes personal P P L P P P P P P P P 5.2.12 service uses except: Game Processing L L L L L L L L L P 5.2.25 Retail Sales and Service Uses,repair- P P L P P P P P P P P 5.2.13 oriented[5.1.4.G] Farmers market SP SP L L L L L L L L 5.2.9 Self-Service Storage Uses[5.1.4.1]except: L L L L L P 5.2.14 ---Boat and RV storage L L L L P 5.2.14 Vehicle Sales and Service Uses except: P P P P P ---Auto rental P P P P P P P p ---Car wash,hand-operated L L L P P P L P 5.2.21 ---Car Wash,Automated L L L L L P P P L P 5.2.21 ---Bicycle or watercraft rental P P P P P P P P ---Fuel sales L L L L L L L L L L 5.2.10 ---Vehicle service,heavy ---Vehicle service,limited L L L L L P P P P P 5.2.15 Water-Oriented Uses[5.1.4.J] P P P P p I p I P p The subject is a legal, conforming use. A� LPA 2023.12.78 PAGE 28 u t� SITE DESCRIPTION CORPUS CHRISTI•TEXAS ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Easements / Encroachments It is noted the subject is currently an unimproved right-of-way known as "Sand Dollar Avenue" per the Metes and Bounds description/survey that is inserted in the Addenda.The subject site is encumbered by typical utility easements. Due to the general location of these easements, they are not considered detrimental toward development and/or the site's overall marketability. No other detrimental easements and/or encroachments were noted upon physical inspection of the subject tract. It should be noted, however, that if a current survey map determines that adverse easement exist, these factors might impact the market value and/or the marketability of the subject property.Therefore, it is assumed that no easements and/or encroachments exist, which would adversely affect the marketability or desirability of the site. CONCLUSION Given the physical and legal characteristics, the subject site is capable of being developed with a variety of commercial and retail uses when used in conjunction with the adjacent 4.65 acres (202,554 SF) property to form an economic unit being 5.224-acres (227,558 SF). LPA 2023.12.78 PAGE 29 SITE DESCRIPTION CORPUS CHRISTI•TEXAS y 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT AERIAL 5 SUBJECT Lj n� LPA 2023.12.78 PAGE 30 u� SITE DESCRIPTION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SIf;6. .M5 PLAT MAP 2111i1 2777M 2ma2 I I —1 PARENT TRACT 247555 247me 2MI01448 241e57 241655 1 531 241858 1521 24MW a 53 24MI 247662 241M3 247&34 Note: The Nueces County Appraisal District does not currently depict the proposed acquisition of the R.O.W abandonment. LPA 2023.12.78 PAGE 31 SITE DESCRIPTION CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ZONING MAP i 2 Vs— Z W r PARENT TRACT SUBJECT I 3 CF v. g a CR•2 ,;;r i z i g I A� LPA 2023.12.78 PAGE 32 u r� SITE DESCRIPTION CORPUS CHRISTI•TEXAS ,T 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Lei i +�t5' 1 SURVEY SPEEDY STOP FOOD STORES, LLC—OWNER LOT I LOT I LOT 148 II 13D 12B �Vn1J LOT 21 BLOCK 27 PADRE ISLAND #1 PADRE ISLAND1, VOL. 1 PG. 1-8(2) VOL. 60, PG. 143, M.R.N.C.T. M.R.N.C.T. 20' Y.R. I 1 Polo o of I 8" I.R. 809bming m Set 5 / NO 2 4 sal 5/8••LR 00 IFORIu1ERLY VORTUGAS AVENIUI l o o N SQ*28'12"W 11' o �[ Z Set 5/8• I.R. Scl 5/8" I.R. ITT LAKE PADRE DEVELOPMENT COMPANY, LLC—OWNER vn PADRE ISLAND 201.21 ACS OUT OF Ir!_ti1 TRACTS C & D & PADRE ISLAND NO 1 ��✓ DOC# 2014002762 vp D.R.N.C.T. sa a GRAPHIC SCALE 60 120 z+o MENNEEMMMEW O y ( 1N FEET ) 1 inch = 60 ft. • •••tP AREA r.............. .MURRAY . . ... STREET CLOSURE 25,004 SQ. FT. < °oF2128 �� 0.57 ACRES SAND DOLLAR AVENUE Propared by: BLOCK 27, PADRE ISLAND Job No: 18004 Boss & Welsh Engineering 3054 So. Nonneda St. Scale: 1"-60' Corpus Christi, Tx. 78404 No. 1 Date:8/16/22 (361) 882-5521 (phone) Drawing No: STREET—CLOSURE (361) 88ATION (fox) EXHIBIT "B„ Piatsoaie: 1:1 FIRM REGISTRATION N0. F-52 Sheet 1 of 1 LPA 2023.12.78 PAGE 33 SITE DESCRIPTION CORPUS CHRISTI•TEXAS :v 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT FLOOD MAP ' ; r7wrInxEn x - . . Iwo t. wo �e r _ 1k yNargiza z- 0300yard ? ao•le e o MAP DATA MAP LEGEND Powero by GoreLogi;a FEMA Special Flood Hazard Area:Yes Areas inundated by 500-year flooding Protected Areas Map Number:48355CO755G Zone:AE Areas inundated by 100-year flooding ® Floodway Map Date:October 13,2022 ❑ Velocity Hazard 0 Subject Area FIPS:48355 A LPA 2023.12.78 PAGE 34 u� PROPERTY HISTORY CORPUS CHRISTI•TEXAS - 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT PROPERTY HISTORY Ownership of the subject property is currently vested in The City of Corpus Christi, as evidenced by the client and The City of Corpus Christi. The subject has been under the same ownership for the prior three years from the date of appraisal. No further history was noted. LPA 2023.12.78 PAGE 35 REAL ESTATE TAXES CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT REAL ESTATE TAXES The subject property is located in the city of Corpus Christi, Nueces County, Texas. Due to the nature of this appraisal the subject property is owned by The City of Corpus Christi and is currently designated as a paper street. Thus, the subject has no tax account assigned to it. A LPA 2023.12.78 PAGE 36 u� HIGHEST&BEST USE CORPUS CHRISTI•TEXAS yam* 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT HIGHEST & BEST USE The Appraisal Institute defines highest and best use as follows: "The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value." The four criteria the highest and best use must meet are: PHYSICALLY POSSIBLE LEGALLY PERMISSIBLE What uses of the site in question are What uses are permitted by zoning and physically possible? deed restrictions? FINANCIALLY FEASIBLE MAXIMALLY PRODUCTIVE Among the financially feasible uses that Which possible and permissible uses will are physically possible and legally produce a net return to the owner of the permissible, which use will produce the site? highest net return or the highest present worth? There are two types of highest and best use studies. The first is the highest and best use of the land or site as though vacant.The second is the highest and best use of the property as improved. The highest and best use of land or a site as though vacant assumes that the parcel is vacant or can be made vacant by demolishing any improvements. The question to be answered in this analysis is: If the land is, or were vacant, what use should be made of it? The highest and best use of a property as improved pertains to the use that should be made of an improved property in light of its improvements. Should it be maintained as it is, or be renovated, expanded, demolished, or partly demolished? Should it be replaced with a different type or intensity of use, or should it be held as an interim use? The improvements should be retained as long as they have some value and the return from the property exceeds the return that would be realized by a new use, after deducting the costs of demolishing the old building and constructing a new one. LP 2023.12.78 PAGE 37 HIGHEST&BEST USE CORPUS CHRISTI-TEXAS F 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT HIGHEST & BEST USE — AS IF VACANT Physically Possible According to the provided survey, the subject site is 0.574-acre (25,004 SF). Given the limited utility of the property as a standalone parcel,the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For the purposes of this appraisal report, the subject property is assembled with the adjacent tract containing 4.650-acres (202,554 SF) to form a more usable assembled parcel of 5.224-acres (227,558 SF) referred herein as the "Whole Property". The subject is rectangular in shape with a generally level topography. According to FEMA flood maps 100% of the subject property is Zone AE, an area within the 100-year flood plain. According to the city's flood plain requirements, development within the flood zone is permitted if the finished floor of the improvements is a minimum of 18 inches(1.5 feet)above the base flood elevation and a permit for development is granted by the city of Corpus Christi. The address associated with the subject is 14614 South Padre Island Drive, Corpus Christi, Nueces County,Texas 78418.Accessibility to the site is via curb cuts along the traffic carrier. Overall,access is considered average. The property has all necessary utilities in place with the exception of public sewer services. The site is primarily surrounded by commercial and retail uses. Access to the subject's neighborhood is considered good clue to its location on a primary traffic carrier. The principle of conformity is an important consideration in determining the physically possible uses of a site. Conformity is the appraisal principle that holds that real property value is created and sustained when the characteristics of a property conform to the demands of its market. The styles and uses of the properties in an area may conform for several reasons, including economic pressures; the shared preferences of owners for certain types of structures, amenities,services; and the enforcement of uniform standards by zoning ordinances. Based on the subject's physical characteristics and the principle of conformity, the subject property comprised of 0.57-acre (25,004 SF) would be utilized in conjunction with the adjacent 4.650-acres (202,554 SF) property to forrn a 5.224 acre (227,558 SF) economic unit suitable for commercial or retail development. Legally Permissible As mentioned previously, the subject property is zoned "CR-2" - Commercial Resort District by the city of Corpus Christi. The subject's zoning provides sufficient space in appropriate locations for all types of commercial, retail, and resort activity. Other than zoning, no private deed restrictions were uncovered during a normal investigation,which would further limit the potential uses of the subject site. Nonetheless, a title policy is strongly suggested in order to guarantee the absence of adverse restrictions. No other legal restrictions or covenants were found to be imposed on the subject property at the time of the appraisal,which would further restrict its development. The site's zoning requirements support the physical indication that the subject's most probable use, as if vacant, is to be utilized in conjunction with the adjacent property to form an economic unit suitable for cormercial or retail development. LPA 2023.12.78 PAGE 38 u� HIGHEST&BEST USE CORPUS CHRISTI•TEXAS 3 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Financially Feasible & Maximally Productive The prior consideration of physically possible uses and legally permissible does not significantly narrow the use of the subject property. Based on market data presented in this report, it appears that development of a commercial or retail use is likely feasible. After considering legal, physical and financial alternatives, it is our opinion that the highest and best use of the site as if vacant is to be utilized in conjunction with the adjacent property to form an economic unit suitable for commercial or retail development. LPA 2023.12.78 PAGE 39 LAND VALUATION CORPUS CHRISTI•TEXAS s 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LAND VALUATION The principles of real estate appraisal are basic to the sales comparison approach; however, one of the most important is the principle of substitution. "As applied to the sales comparison approach, the principle of substitution holds that the value of a property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability." The sales comparison approach is a method of estimating market value whereby a subject property is compared with comparable properties that have sold recently. One premise of the sales comparison approach is that the market will determine a price for the property being appraised in the same manner that it determines the prices of comparable, competitive properties. Essentially, the sales comparison approach is a systematic procedure for carrying out comparative shopping. As applied to real estate, the comparison is applied to the unique characteristics of the economic good that cause real estate prices to vary. A� LPA 2023.12.78 PAGE 40 u� LAND VALUATION CORPUS CHRISTI•TEXAS ;k;<-::• 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT II COMP MAP NA ]� Driscoll Chlldrens r� QHosjatal 111— nc Is All. COMP 2 Texas A&M Umversay-Corpus CI]tis0 sat H•E•B ]SA Mustang BAY AREA J t5lalttl ]9 f�. COMP 1 - , Adustang d u A s Islam �] Six,Palk �sounl SIDE ssr ]s8 Mustang State South Texas 050 Bay. Island Park Botanical l9etlanAs Pa °i Gardens& Preserve Nature C �'��� Centel COMP 4 ® Red' Pier \ 1 J3 \ le COMP 5 T SUBJECT Whitecap 121 Deach Padre$alli Park© COMP3 liorses on the Beach Padre Island tdalional Seashore LPA 2023.12.78 PAGE 41 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 1 f r,� LOCATION SALES \ I n n u " DATA Address/ 8402 South Padre Island Drive, Date of Sale Listing Location Corpus Christi,Texas Sale Price $3,358,478 Price Per Acre $653,400 PHYSICAL DATA Price Per SF $15.00 Size (acres) 5,140 Size (SF) 223,898 Grantor Listing Zoning CG-2 Grantee Listing Shape Generally Rectangular Recording Listing Topography Generally level Confirmation Broker Utilities Water Only COMMENTS The property is located on the north side of South Padre Island Drive,west of Southbay Drive.The property has water services available, no sewer, and is zoned CG-2 which allows for retail and commercial uses.Approximately ±15%of the subject is located in Zone AE, an area within the 100-year flood plain.The subject has been listed on the public market since August 15, 2023. Broker:Sara Mostaghasi 361.548.7844 fA l LPA 2023.12.78 PAGE 42 Uhl LAND VALUATION CORPUS CHRISTI•TEXAS Y 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 2 - >t T �e o y. �I _ 1`3 17� l � • Address/ Date of Sale March 30,2023 Location 4102 South Padre Island Drive, Corpus Christi,Texas Sale Price $1,750,000 Price Per Acre $1,174,504 PHYSICAL DATA Price Per SF $26.96 Size(acres) 1.49 Size(SF) 64,904 Grantor JB Sister Creek LTD Zoning IL-Light Industrial Grantee Purnama, LLC Shape Rectangular Recording 11070 Topography Generally Level Confirmation Broker Willies All available COMMENTS The subject is located on the north line of South Padre Island Drive,east of Jean Street.Water and Sewer services are available. No flood plain is noted, Broker:Jim Boller 361.884.0488 LPA 2023.12.78 PAGE 43 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 3 ;y t n� _ _ P F' 6i Yv a ' iF LOCATION SALES DATA Address/ TBD Windward Drive, Date of Sale June 30, 2022 Location Corpus Christi,Texas Sale Price $7,000,000 Price Per Acre $751,880 PHYSICAL DATA Price Per SF $17.26 Size (acres) 9,31 Size (SF) 405,544 Grantor Padre Isalnd Gulf Front, LLC Zoning CR-1 - Resort Commercial Grantee Chhabila Property, LP Shape Irregular Recording 2022032047 Topography Generally level Confirmation Broker Utilities Water Only 'COMMENTS This property is located on the south line of Windward Drive at Leeward Drive.The site was purchase to be developed into a mixed use with retail and condo/multifamily residential uses.According to FEMA Flood Maps approximately±30% of the subject is located in Zone VE, an area inside the 100-year flood plain and storm surge risk area, and approximately±60% of the property is located in Shaded Zone X an area inside the 500-year flood plain (not limited from development). Broker:Stephaine Hastings 361.779.1690 A LPA 2023.12.78 PAGE 44 u� LAND VALUATION CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 4 F a-71 AC D _ _ t6 '• - •lay-11 I Eel 12 � A Address/ 6714&6718 South Staples Street Date of Sale April 1,2021 Location Corpus Christi,Texas Sale Price $1,065,000 Price Per Acre $664,376 PHYSICAL DATA Price Per SF $15,25 Size(acres) 1.60 Size(SF) 69,827 Grantor Staples Timbergate Highway Property,LLC Zoning CG-2 Grantee Corpus Christi Island Apartments Villas Management Group,LLC Shape Rectangular Recording 2021015714 Topography Generally level Confirmation Confidential Utilities All Available COMMENTS Located along the southeast side of South Staples Street, between Timbergate Drive and Corsica Road. Property was purchased to be developed with an apartment complex. LPA 2023.12.78 PAGE 45 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 5 �•y, .7:2-i'rYl, ,'1, - it r+rt ° i•.�x_:: .,, �� � .: �. 'gin a LOCATION SALES DATA Address / 14318 South Padre Island Drive, Date of Sale December 11,2020 Location Corpus Christi,Texas Sale Price $600,000 Price Per Acre $871,207 PHYSICAL DATA Price Per SF $20.00 Size (acres) 0.69 Size (SF) 30,000 Grantor Henry D &Jacqueline Svoboda Zoning CR-2 Grantee Isla De Mario and COTIDAL, LLC Shape Rectangular Recording 2020056640 Topography Generally level Confirmation Broker Utilities Water only COMMENTS The subject property is located along the east line of South Padre Island Drive,south of Verdemar Drive. 100% of the property is located within the flood zone. Broker: Jacqueline Svoboda 361.215.1222 rA� LPA 2023.12.78 PAGE 46 u� LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LAND SALES SUMMARY The market data utilized for the basis of this analysis is considered the best available and indicative of current market trends for undeveloped land in the subject market area. Components that affect the sale price of vacant land are numerous, but the most prominent are property rights conveyed, terms, conditions of sale, market conditions, size, location, physical features,zoning and public utility availability. Property Rights The adjustment for property rights conveyed recognizes that differences in legal interest or estate between the subject and the comparable properties may occur. In this analysis, all the sales occurred in fee simple title. With respect to this factor, no adjustments were warranted. Financing Terms The adjustment for cash equivalency takes into account the fact that the transaction price of the comparable property may not be equal to its cash equivalent price. All the sales utilized in this analysis were cash to seller transactions or transactions involving market financing, and no adjustment for cash equivalency was necessary. Conditions of Sale Adjustments for conditions of sale are intended to recognize motivations of the buyer and the seller that are unique to ordinary market conditions. All of the comparable market data utilized herein were arm's length transactions. With respect to this factor, Comparable 1 indicates a downward adjustment to account for negotiations in the asking price. Market Conditions Each of the previous sales have been given consideration for the lapse of time between the date of sale and the effective date of this appraisal (market condition).The available market data was analyzed in an attempt to extract an adjustment for this factor. With respect to this factor, Comparable 4 indicates a downward adjustment to account for lower interest rates during the period of time being favorable relative to current rates. Comparable 5 does not indicate an adjustment as the increasing interest rates and inflation are offset by the improving market conditions since their dates of sale. LPA 2023.12.78 PAGE 47 LAND VALUATION CORPUS CHRISTI-TEXAS ti 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Location Differences in value occur due to varying degrees of accessibility, exposure, and surrounding development to a site.Access is often determined by corner locations, natural barriers, ease of entrance on and off of major thoroughfares, etc. Surrounding development also plays an important part in locational influences for a property. With respect to this factor, Comparable 2 indicates a downward adjustment to account for its location along a superior primary traffic carrier. Comparable 3 indicates a downward adjustment for its beach front location. Comparable 4 indicates an upward adjustment to account for its location along an inferior traffic carrier. Size Size is a factor that must be considered when comparing vacant land sales. Typically, but not always, larger tracts sell for a lower unit value. Therefore, when making comparisons on a per unit basis, such as price per unit, the larger tracts tend to be adjusted upward and the smaller tracts tend to be adjusted downward to accurately reflect the differences. With respect to this factor, materially larger tracts of land were adjusted upward accordingly, and materially smaller tracts of land were adjusted downward accordingly. It is noted that the total size being 227,558 SF of the "Whole Property", which consists of the subject and adjacent contiguous tract of land, is utilized herein. Physical Features The overall site characteristics of each sale have been compared to the subject site. These include traits such as drainage, site preparation expense, topography, and configuration. Configuration, if irregular, may limit development.The subject is rectangular, but long and narrow,which could limit its development. With respect to this factor, Cornparables 1 through 3 indicate downward adjustments to account for their lack of a flood plain. Utilities The availability of public utilities such as water, electric power and sanitary sewer service have an impact on property values since the non-availability of such utilities could restrict the overall development and/or potential use of an individual site. Therefore,when analyzing vacant land, it is important to determine whether or not public utilities are available. If they are not available, the appraiser must examine to what extreme a potential developer would have to go in gaining access to such services. With respect to this factor, no adjustments were indicated. hJ A� LPA 2023.12.78 PAGE 48 U LAND VALUATION CORPUS CHRISTI•TEXAS 4 '' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Zoning/Use Adjustments for zoning typically recognize the different densities and restrictions of different zoning classifications, as well as use potential, and directly relates these differences between the comparable sales and the subject property. The zoning classifications and/or use potential for the sales utilized are deemed similar to that of the subject. With respect to this factor, no adjustments were indicated. LPA 2023.12.78 PAGE 49 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CONCLUSION In the final analysis of the subject property, similar weight was given to all of the sales. The following is the adjustment table with the concluded opinion of value via the Sales Approach. SUBJECT 1 2 3 4 5 Date Current Listing Mar-23 Jun-22 Apr-21 Dec-20 Sale Price $3,358,478 $1,750,000 $7,000,000 $1,065,000 $600,000 SIZE-SF 227,558 223,898 64,904 405,544 69,827 30,000 Unit Price($/SF) $15.00 $26,96 $17.26 $15.25 $20.00 TRANSACTION ADJUSTMENTS Similar Similar Similar Similar Similar Property Rights Fee Simple 0% 0% 0% 0% 0% $15.00 $26.96 $17.26 $15.25 $20.00 Similar Similar Similar Similar Similar Financing Terms Cash 0% 0% 0% 0% 0% $15.00 $26.96 $17.26 $15.25 $20.00 Listing Similar Similar Similar Similar Conditions of Sale Arm's Lenglh -5% 0% 0% 0% 0% $14.25 $26.96 $17.26 $15.25 $20.00 Listing Mar-23 Jun-22 Apr-21 Dec-20 Market Conditions Current 0% 0% 0% -3% 0% $14.25 $26.96 $17.26 $14.79 $20.00 PROPERTY ADJUSTMENTS Location I Average I Similar Superior Superior Inferior Similar 0% -15% -10% 15% 0% Size-SF I 227,558 I 223,898 64,904 405,544 69,827 30,000 0% -15% 5% -15% -25% Physical Features I Average I Superior Superior Superior Similar Similar 5% -5% -57. 017. 0% Utilities I Available Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Zoning CR-2 I Similar Similar Similar Similar Similar 0% 0% 0% 0170 0% Tat al Adjustment -5% -35% -10% 0% -25% Adjusted$/SF $13.54 $17.53 $15.53 $14.79 $15.00 Adjusted Mean$/SP $15.28 $ A value generally in-line with the mean is well supported. value Concluded Unit 15.25 Whole Land Size(SF) 227,558 Subject Land Size(SF) 25,004 Value Indication $381,311 Concluded Value $380,000 A LPA 2023.12.78 PAGE 50 u� RECONCILIATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT RECONCILIATION In the preceding sections of this report, an indication of value based upon separate appraisal approaches or techniques has been developed by processing data considered applicable and significant to each approach with respect to the subject. As a result, the following opinions of value were developed: SALES APPROACH $ 380,000 The quality and quantity of market and cost data utilized was considered good and a credible opinion of value was indicated via the Sales Approach. Given that it was the only approach utilized herein, it is given full weight. This appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to the opinion that the subject property has a market value of: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple December 11,2023 $380,000 LPA 2023.12.78 PAGE 51 MARKETING/EXPOSURE TIME CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT MARKETING / EXPOSURE TIME Consideration has been given to a reasonable estimated exposure and marketing period estimate for the subject property. Exposure Time as it relates to the subject is utilized in establishing market value. The Comment to Standards Rule 1-2 (b) of USPAP states that when estimating market value, the appraiser should be specific as to the estimate of exposure time linked to the value estimate. Reasonable exposure time is one of a series of conditions in most market value definitions. Exposure time is always presurned to precede the effective date of the appraisal. Exposure time may be defined as follows: the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Marketing Time is a function of various factors including, prevailing market conditions, the price of the product being marketed, the competitive position of the property in the market, and the amount and quality of marketing effort allocated to the property. It is strongly emphasized that the appraisers have no control of the aforementioned factors, nor can the appraisers anticipate or predict any of them. Therefore, it assumed that the property will receive an adequate marketing effort. Therefore, an estimated marketing tirne of ± 12 months and the estimated exposure time of ± 12 months is considered reasonable. �� LPA 2023.12.78 PAGE 52 u� 4 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ASSUMPTIONS & LIMITING CONDITIONS "Report"signifies the appraisal or consulting report and its conclusions,to which these Assumptions and Limiting Conditions are annexed. "Property"signifies the subject of the Report. "LPA"means Lowery Property Advisors,LLC,or its subsidiary that issued the Report. "Appraiser(s)"means the employee(s)of LPA who prepared and signed the Report. The Report has been made subject to the following assumptions and limiting conditions: ■ Unless otherwise specifically noted in the body of the report,it is assumed that the title to the property or properties appraised is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value.LPA is not aware of any title defects nor has it been advised of any representations relative to the condition of the title. LPA has not reviewed any documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of the title. Insurance against financial loss resulting in claims that may arise out of defects in the subject's title should be sought from a reputable title company which specializes in real property. ■ Unless otherwise stated in this report,the existence of hazardous material,which may or may not be present on the property was not observed by the appraisers. LPA has no knowledge of the existence of such materials on or in the property. LPA,however, is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater or other potentially hazardous materials may affect the value of the property.The value estimate is predicated on the assumption that there is no such material on or in the property that would constitute a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them.The client is urged to retain an expert in this field,if desired. LPA has inspected as thoroughly as possible by observation. However,it was impossible to personally inspect conditions beneath the soil.Therefore,no representation is made as to these matters unless specially considered in the appraisal. ■ The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. ■ Responsible ownership and competent property management are assumed. ■ The information furnished by others is believed to be reliable.However,LPA gives no warranty for its accuracy. ■ LPA assumes that all engineering is correct.The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. ■ If provided, the estimated insurable value is included at the request of the client and has not been performed by a qualified insurance agent or risk management underwriter.The cost estimate should not be solely relied upon for insurable value purposes. The appraisers are not familiar with the definition of insurable value from the actual insurance provider, the local government underwriting regulations,or the types of insurance coverage available.LPA has followed traditional appraisal standards to develop a reasonable calculation based upon industry practices and industry accepted publications such as the Marshall Valuation Service handbook.Actual construction costs can vary greatly from this estimate.These factors can impact cost estimates and are beyond the scope of the intended use of this appraisal. The appraisers are not cost experts in cost estimating for insurance purposes. ■ LPA assumes that there are no hidden or unapparent conditions of the property,subsoil, or structures that render it more or less valuable.No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. ■ It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated,defined,and considered in the Appraisal Report. ■ All applicable zoning and use regulations and restrictions are assumed to have been complied with,unless a nonconformity has been stated,defined,and considered in the Appraisal Report. ■ Required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization are assumed to have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. LPA 2023.12.78 PAGE 53 i ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ` ■ The utilization of the land and improvements is assumed to be within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. ■ All information, comments and conclusions pertaining to subject and other properties described represent the opinion of the appraiser formed after a personal examination of each. ■ The appraiser has no interest,present or prospective,in the subject property. ■ Sketches in this report are included to assist the reader in visualizing the property. • LPA assumes that there are no hidden or unapparent conditions of the appraised property,which would render it more or less valuable. Furthermore, the appraisers assume that there are no potentially harmful asbestos or other materials and/or site contaminants in, on, or near soil,subsoil,or structure of the appraised property and that there has been no disposal, discharge, leakage, or spillage of pollutants or contaminant which would render it more or less valuable,whether or not these materials or contaminants are apparent or hidden and unapparent. ■ No responsibility is assumed by the appraisers for these conditions. In addition,no responsibility is assumed by LPA for the cost of engineering and/or laboratory studies which might be required to discover such materials or contaminants. And no such engineering or laboratory studies have been ordered for the appraised property. ■ Disclosure by the appraiser of the contents of this Appraisal Report is subject to review in accordance with the by-laws and regulations of The Appraisal Institute. • The distribution,if any,of the total valuation in this report between land and improvements applies only under the stated program of utilization.The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. ■ Possession of this report, or a copy thereof, does not carry with it the right of publication, unless prior arrangements have been made. ■ The appraiser,by reason of this appraisal,is not required to give further consultation,testimony,or be in attendance in court with reference to the property in question unless arrangements have been previously made. ■ Neither all nor any part of the contents of this report (especially any conclusions as to value,the identity of the appraiser,or the firm with which the appraiser is connected) shall be disseminated to the public through advertising, public relations,news,sales, or other media without prior written consent and approval of the appraiser. ■ This appraisal was made in accordance with the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Foundation and the Appraisal Institute. ■ Acceptance of and/or use of this report constitutes acceptance of all assumptions and limiting conditions stipulated. ■ The Americans with Disabilities Act ("ADA") became effective January 26, 1992.LPA has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA.It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA,could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. ■ Unless otherwise noted in the body of the report, it is assumed that there are no mineral deposits or subsurface rights of value involved in this appraisal,whether they are gas,liquid,or solid.Nor are the rights associated with extraction or exploration of such elements considered unless otherwise stated in this Appraisal Report.Unless otherwise stated,it is also assumed that there are no air or developments rights of value that may be transferred. ■ By use of this Appraisal Report,each party that uses this Appraisal Report agrees to be bound by all of the Assumptions and Limiting Conditions,Hypothetical Conditions and Extraordinary Assumptions stated herein. A� LPA 2023.12.78 PAGE 54 u r� CERTIFICATION CORPUS CHRISTI•TEXAS 0.57 ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CERTIFICATION We certify to the best of our knowledge and belief: ■ The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal,impartial and unbiased professional analyses,opinions,and conclusions. ■ We have no present or prospective interest in the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. ■ Our engagement in this assignment was not contingent upon developing or reporting predetermined results. ■ We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. ■ Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ Our analyses, opinions, and conclusions were developed, and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice,as well as the State of Texas. ■ Jeffrey K.Walters made a personal inspection of the property that is the subject of this report;Mario Caro,MAI,AI-GRS,SR/WA,and Bobbie J.Garza Jr did not make a personal inspection of the subject property that is the subject of this report. ■ No one provided significant real property appraisal assistance to the person(s)signing this certification. ■ This appraisal assignment was not based upon a requested minimum valuation,a specific valuation,or the approval of a loan. ■ As of the date of this report, Mario Caro,MAI,AI-GRS,SR/WA, has completed the continuing education program for Designated Members of the Appraisal Institute. Moreover,the reported analyses,opinions, and conclusions were developed, and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics&Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. ■ As of the date of this report,Jeffrey K.Walters has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute. ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ We have provided services as an appraiser or in any other capacity regarding the property that is the subject of this report within a three-year period immediately preceding acceptance of this assignment. MARIO CARO,MAI,AI-GRS,SR/WA JEFFREY K.WALTERS Certificate No.TX1334889-G Certificate No.TX1380924-G BOBBIE J. GARZA JR Certificate No. TX1343392 LPA 2023.12.78 PAGE 55 ADDENDUM CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ADDENDUM LPA 2023.12.78 PAGE 56 ADDENDUM CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT MURRAY BASS,JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882.5521— FAX 361 882-1265 www.bass-welsh.com e-mail: murravirCmaol.com e-mail: nixmwl[n!email.com BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 11.0. Box 6397 Corpus Christi, TX 78466-6397 July 20,2021 Field Note Description Street Closure Being a tract situated in Corpus Christi,Nueces County,Texas,over and across a portion of Block 27,Padre Island No.1,as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,said street formerly designated"Tortugas Avenue"now called"Sand Dollar Avenue", and being more particularly described by metes and bounds as follows: BEGINNING at a point in the south right-of-way line of State Highway 361,the northeast corner of Lot 12B, Block 27, Padre Island No. 1 as shown on the heretofore referenced map of Padre Island; THENCE S 89°35'20"E along the south right-of-way line of State Highway 361,a distance of 50.00 feet to a 5/8 inch iron rod set for the northeast corner of this tract,said point being in the south boundary of a 201.21 acre tract out of Tract C and D,Padre Island No.1,as described in the document recorded under Clerk's File No.2014002762,Official Public Records of Nueces County,Texas; THENCE S 00*28'12"W along the west boundary of said 201.21 acre tract a distance of 500.11 feet to a 5/8 Inch iron rod set for the southeast corner of this tract,said point being an interior corner of the 201.21 acre tract; THENCE N 89030'32"W along the boundary of the 201.21 acre tract a distance of 50.00 feet to a 5/8 inch iron rod set for the southwest corner of this tract,said point being the most easterly southeast corner of Lot 21,Block 27,Padre Island No. 1,as shown on the map thereof recorded in Volume 60 at Page 143 of the Map Records of Nueces county Texas; THENCE N 00°28'12"E along the east line of said Lot 21 at 350.04 feet pass the northeast corner of Lot 21 and the southeast corner of Lot 14B,Block 27,Padre Island No.1 as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,and in all a distance of 500.04 feet to the POINT OF BEGINNING forming a tract embracing 25,004 square feet(0.57 acres). IF QT MURRAY BASS,JR. M7i0fiy Bass,Jr. .P.L.S. ........2128.......... < •0�.2128.. �'�•°;ass!J�y� S tJ" Note:Basis of Bearing is State of Texas Lambert Grid,South Zone,NAD 1983 MBJ:sab 18004-Field Note Desc.doc EXHIBIT "A" Page 1 of 1 LPA 2023.12.78 PAGE 57 MARIO CARO, MAI, AI-GRS, SR/WA SAN ANTONIO OFFICE EXPERIENCE 100 NE Loop 410 #1350 Mario Caro has served as Managing Director of LPA San Antonio since 2016. LPA is a San Antonio,Texas 78216 commercial appraisal and consulting firm completing a wide range of projects throughout the southwest. Property types include, but are not limited to office, retail, industrial, multi-family, mixed-use, self-storage, hotel/motel, car washes, vacant land, direct 210.528.1491 daycare, subdivisions, and special use. mario@lowerypa.com Mario began his appraisal career in 2001 with a regional appraisal company in Houston and specialized in right-of-way and eminent domain appraisal on public and private projects nationwide. In 2005, he returned to his hometown in San Antonio and joined a boutique appraisal firm providing right-of-way and commercial valuation.After 10 years, he moved to the largest global real estate valuation firm and appraised high-profile commercial properties in addition to initializing their right-of-way practice. Mario has 20 years' experience appraising for litigation and legal support matters in both federal and state courts. Numerous clients, including public agencies, attorneys, title companies, and lenders nationwide have relied on his expertise in an appraiser and review appraiser capacity.Mario has provided expert witness testimony and support on a variety of property types for public transportation,utility and recreational corridors,and drainage facilities. PROFESSIONAL ASSOCIATIONS • Appraisal Institute • International Right-of-Way Association •Designated Member(MAI and AI-GRS) •Designated Member (SR/WA, R/W-AC) •President 2022,South Texas Chapter •President 2022-2023,South Texas •First and Second Vice President 2021 •Vice President 2021-2022,South Texas &2020,South Texas Chapter -Treasurer 2020-2021,South Texas -Treasurer 2019, South Texas -Secretary 2019-2020,South Texas -Secretary 2018,South Texas -Activities Chair 2012-2013,South Texas •Regional Rep 2020-2021,South Texas Education Chair 2020,South Texas •Board of Directors 2014-2017, South Texas Chapter -Alternate Regional Rep 2014-2019, South Texas Chapter -Candidate Guidance Chair 2014-Present,South Texas Chapter LICENSES EDUCATION Certified General TALCB Real Estate Appraiser Texas General Appraiser pp BS-Texas A&M University-Agribusiness 1334889-G Appraiser: MARIO ANTONIO CARO Coursework for MAI designation License It: TX 1334889 G License Expires:05/31/2025 Coursework for SR/WA designation Having provided satisfactory evidence of the qual,fications required by the Texas Appraiser Lkensing and Certifi cat len Act,occupat{ons Coursework for AI-GRS designation Code,Chapter 1103,authorizationis granted to use this dtle: Certified General Real Estate Appraiser l _ ift - Coursework for R/W-AC designation For additional information or to file a complaint please contact TAlCB ctom­nh on«tr at www.talcb texas gov. JEFFREY K. WALTERS CORPUS CHRISTI OFFICE EXPERIENCE 800 North Shoreline Boulevard, March 2020 to Present; Director at Lowery Property Advisors, LLC Corpus Christi,Texas 78401 August 2016 to February 2020; Certified Appraiser at Allen, Williford &Seale Inc. Types of properties appraised include: office, retail, industrial, agricultural, mixed-use direct 361.232.4700 developments, restaurants, hotels, marinas, day cares, subdivisions, apartments, car jeff@lowerypa.com washes, land, and other types of special use commercial properties, partial acquisitions and eminent domain/condemnation related appraisals. EDUCATION BBA-Finance, Economics Minor-Texas A&M University 2016 Successfully completed the following courses offered by The Appraisal Institute and McKissock: • Basic Appraisal Principles • Basic Appraisal Procedures • Uniform Standards of Professional Appraisal Practice • Real Estate Finance, Statistics, and Valuation Modeling • General Appraiser Income Capitalization Approach-I General Appraiser Income Capitalization Approach-II • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Report Writing and Case Studies • General Appraiser Market Analysis and Highest and Best Use • Expert Witness Testimony • Commercial Appraisal Review • Appraisal of Assisted Living Facilities • Appraisal of Industrial and Flex Buildings Other applicable courses: • Real Estate Decision Making-Texas A&M • Real Estate Finance-Texas A&M • Real Estate Investment Analysis-Texas A&M PROFESSIONAL ASSOCIATIONS •Appraisal Institute-South Texas Chapter •IRWA-San Antonio Chapter/Corpus Christi Founding Member .4 `T \\ Certified General TALCB Real Estate Appraiser LICENSES ...,.< rep:°a�.o°. Appraiser: Jeffrey Kyle Walters Texas General Appraiser License s: TX 1380924 G License Expires:09/30/2025 1380924-G Having provided satisfactory evidence of the qualifications required Oklahoma General Appraiser by the Teaas Appraiser Lcensing and Certification Act,Occupations 13497CGA Co de.Chapter1103,autj, ate n Is granted to use this title: Certified General Real Estate Appraiser ( - - -- chIkea IWrhh<Itr For add ltional Information or to file a complaint please contact TWO C•nunl..i•nn at vnvw.talcb.te><u.gov. n . a • • W BOBBIE J. GARZA JR. CORPUS CHRISTI OFFICE EXPERIENCE 800 N Shoreline Blvd #400, March 2022 to Present:Associate at Lowery Property Advisors Corpus Christi, Texas 78401 August 2021 to January 2022: Financial Advisor First Command Financial Services direct 361.288.8670 August 2012 to August 2016:Engineman (SW) Petty Officer Third Class United States Navy bgarza@lowerypa.com Property type experience includes office, retail, industrial, restaurants, land, subdivision, and other types of special use commercial properties. EDUCATION BBA Finance-Texas A&M University Corpus Christi, 2021 Successfully completed the following courses administered by McKissock Appraisal Education: ■ Basic Appraisal Principles ■ Basic Appraisal Procedures • Texas Supervisor-Trainee Course ■ 15-hour National USPAP Course ■ General Appraiser Report Writing and Case Studies LICENSES Appraiser Trainee TALCB Texas State Appraiser Trainee 1,..<.,„,.<... • TX 1343392 Trainee: Gobble loe Gar:a h Authorization C TX 1343392 Trainee Expires:06/30/2024 x..4w w 6t-1IM.M.hsY..i.t.,pr.iw.M tlr Lk—.M.Y.,4....h A t-y.w•!n]��SnV16Nr (h #K dlly1'CA no.ea..fww.,.n,ry..,.]LUn I In4 u.a+nn r.nlM.1—th.iAM.A ..rh.l.y., I.x.]tllld.lN�,Mlolur l..4..c+p1.M y....,aa�114t..1 dtl,..MM.h, Ww.IykO ta..law tw+nw. aALTA*I Vriiiirela� ooc p N +j N +j cn � u G� 4-A U a U O � � A O � U Ko 0 t_^ N ® o y t �N • ct � u j4-j 0 -9� O O y` c� u V .o r c ct u o 0 cy 4.4 4 u �' 0 •� O w O � to � to � V � cJ� � O � - > V to � U) N O V 75 •v N +J4-1 to O �„ O � � _O O O •V � 4-1 4-1 A V J 7575 o I a� rot a C17 �r 4 4 b � � •� •$� -N o • o c� ;J o o �■I o o �, o Q.., 4.j .� V •u ° :4-j 4-j � b-O o n a� Zj U o Q..{ U SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E Public Hearing and First Reading for the City Council Meeting of May 14,2024 is 52 Second Reading for the City Council Meeting of May 21,2024 DATE: April 19, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive CAPTION: Zoning Case No. ZN8199, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive from the "ON" Neighborhood Office District and the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow a commercial use; particularly, a retail plaza with a potential restaurant use. BACKGROUND AND FINDINGS: The subject property is a 1 .15-acre, vacant and undeveloped, parcel in the southeast area of the city, located along Gollihar Road, a 90-foot undivided minor arterial right-of- way, and two local residential roads along the eastern and southern boundaries of the site. Generally, the surrounding neighborhood consists mainly of low-density residential subdivisions, particularly along the north side of Gollihar Road, the east side of Kirkwood Drive, and the south side of Mahan Drive, that date to the early 1950s. The properties immediately to the north of the subject parcel and Gollihar Road are zoned "RS-6" Single-Family 6 and "ON" Neighborhood Office with the low-density residential subdivisions of Randall Place and Kirkwood, and a non-conforming retail sales and services commercial use permitted by the preceding zoning ordinance. The properties to the south and east are zoned "RS-6" Single-Family 6 District and are developed as the Mahan Acres and Central Park subdivisions south of Mahan Drive and east of Kirkwood Drive, and Kirkwood and a portion of Central Park, to the east. The properties to the west are zoned "RS-6" Single-Family 6 District and "ON" Neighborhood Office District with the low-density residential Coggin subdivision and the Gollihar Neighborhood Center that hosts a child daycare center. The applicant is requesting an amendment to the zoning map to allow a retail plaza with a potential restaurant use. The current zoning districts limits principal use of the subject parcel to office and single-family; and where a commercial use could occur, retail and sales services and restaurant uses must be subordinate to a principal use. The "CN-1" Neighborhood Commercial District permits office uses, multifamily dwellings, certain indoor recreation uses, retail sales, and service uses, medical facility uses, overnight accommodation uses, and restaurant uses less than 5,000 square feet in gross floor area, except for detention facilities, medical facilities, places of worship, and community services uses. The proposed rezoning is consistent with many goals of Plan CC; however, is partially inconsistent with the FLUM's designation of Medium-Density Residential for the three lots along Kirkwood Drive. The inner lot has a FLUM designation of commercial. Public Input Process Number of Notices Mailed: 30 notices were mailed within the 200-foot notification area, and 6 outside the notification area. As of May 10, 2024: In Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: Approval of the change of zoning to the "ON/SP" Neighborhood Office District with a Special Permit. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommend approval of the change of zoning from the "RS-6" Single-Family 6 District and "ON" Neighborhood Office District to the "CN-1" Neighborhood Commercial District on April 3, 2024. Vote Results For: 7 Against: 0 Absent: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8199, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive from the "ON" Neighborhood Office District and the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lot 3R, Coggin and Lots 1-3, Block 7, Central Park, as shown in Exhibit A, from: the "RS-6" Single-Family 6 and "ON" Neighborhood Office District to the "CN-1" Neighborhood Commercial District. The subject property is located at or near 3345 Gollihar Road and 4500 Kirkwood Drive. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 Exhibit A RS-6 O N Q c0/.l RRD RS-6 ON SUBJECT ?ROPE GHQ y�R a� �2 �o R -6 0� r" CASE: , ZN8199 SUBJECT PROPERTY WITH ZONING Subject Property A-$ APartm+d Horne Diztricr I-I Lmn4G IrMuSmal Drsmc! A-[A A_a Harsc 0— i-2 LyM1. ,Vi:D­ °4. - A-2 ApaHmere Reuse Distr+r:t 1-3 Reavy iMissmai Disnwt - - Ae PrWessmaV O DisPi t PUD PVarrne9 Unit D"'e Pm t AT Apxtmertt-T_w Dabrct R-TA ❑me Famiy DAthN Drstnd B-} Reg�4wfi Beztrxss Dsmn R-SR Drte Famiy Dr ,N Drstna D-tA Repnbo _FWsmess Dania R-1 C 0-Famry Dw I,N Drsmn R-2 H ytr ,R.—Di.— R-2 Mukq f U Ix M Di R-2A Ramer 1 W Rus'—Drstrxx RA o—Family Dr .N Dnmes aD RWs.r, Dsmci RE R--E, .Dreo-in SUBJECT - R-A G.—S. Disvrn R-TH r terse Da ,.g Damn PROPERTY _ D 5 Pnmary D.—D'smn SP Spe Perma " ZAm Rusm Core Dm— T-SA TI.-Teai Parl Dismn so Cn lCh—Hl. D—gl .L T-fR 4—Pan Cilyt)I" Fsri,HFRF Fae F—Ru..C.— T, Lwr,r,ram�reeH—s,nn.+spa CrnpLrti L©CArI'O1V MA HC R gel ewa la b it Dsb Chri ti Preservation Page 3 of 3 ZONING REPORT Case # ZN8199 Applicant & Subject Property District: 2 Owner: Barajas Family Corporation Applicant: Norma Barajas Address: 3345 Gollihar Road and 4500 Kirkwood Drive, located along the south side of Gollihar Road, at the southwest intersection with Kirkwood Drive. Legal Description: Lot 3R, Coggin and Lots 1-3, Block 7, Central Park Acreage of Subject Property: 1 .15 acre(s) Pre-Submission Meeting: January 24, 2024 Zoning Request From: "RS-6" Single-Family 6 and "ON" Neighborhood Office District To: "CN-1" Neighborhood Commercial District Purpose of Request: The purpose of the request is to allow a commercial use; specifically, a retail plaza with a potential restaurant use. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use "RS-6" Single-Family 6, Vacant Commercial, Site "ON" Neighborhood Office Medium-Density Residential "RS-6" Single-Family 6, Transportation (Gollihar), Transportation (Gollihar), North "ON" Neighborhood Office Commercial, Medium-Density Residential Low-Density Residential South "RS-6" Single-Family 6 Transportation (Mahan), Transportation (Mahan), Low-Density Residential Medium-Density Residential East "RS-6" Single-Family 6 Transportation (Kirkwood), Transportation (Kirkwood), Low-Density Residential Medium-Density Residential "RS-6" Single-Family 6, Professional Office, Commercial, West "ON" Neighborhood Office Low-Density Residential Medium-Density Residential Plat Status: The subject property is comprised of 4 platted lots per MRNCT (Map Records of Nueces County, Texas) Volume 14, Page 44 and Volume 69, Page 94. A rezoning must precede platting of the property to accommodate a commercial structure. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None. Transportation and Circulation Designation Section Proposed Section Existing "Al" Minor 4 Lanes, 4 Lanes, Gollihar Road Center Turn Lane, Center Turn Lane, Arterial Undivided 95 Feet 90 Feet "Local" 1 Lane & On-Street 1 Lane & On-Street Kirkwood Drive Residential Parking, Parking, 50 Feet 50 Feet "Local" 1 Lane & On-Street 1 Lane & On-Street Mahan Drive Residential Parking, Parking, 50 Feet 50 Feet Transit: The Corpus Christi RTA (Regional Transportation Authority) provides service to the subject property via routes 32 Southside and 37 Crosstown, along Gollihar Road, a block north of Kirkwood Drive. Bicycle Mobility Plan: The subject property is near two one-way cycle tracks along Gollihar Road; connecting to one-way cycle tracks along Carroll Lane and a bike boulevard along Christie Street. Utilities Gas: A 2-inch line exists along the south side of Gollihar Road, a portion of the Gollihar Road frontage, and also traverses mid-parcel between Mahan Drive and Gollihar Road. Stormwater: A 24-inch RCP line runs, mid-frontage, along Mahan Drive, similarly, along Kirkwood Drive. A 30-inch line traverses the subject property mid-parcel north-to-south. Wastewater: An 8-inch VCP line runs through the subject property mid-parcel. Water: A 6-inch ACP line runs along Mahan Drive, partially, and traverses the subject property mid-parcel between Mahan Drive and Gollihar Road. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Midtown Area. The Southeast ADP was adopted on July 11, 1995. Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 30 within a 200-foot notification area 6 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: April 3, 2024 City Council 1st Reading/Public Hearing Date: May 14, 2024 City Council 2►,d Reading Date: May 21 , 2024 Background: The subject property is a 1 .15-acre, vacant and undeveloped, parcel in the southeast area of the city, located along Gollihar Road, a 90-foot undivided minor arterial right-of-way, and two local residential roads along the eastern and southern boundaries of the site. Generally, the surrounding neighborhood consists mainly of low-density residential subdivisions, particularly along the north side of Gollihar Road, the east side of Kirkwood Drive, and the south side of Mahan Drive, that date to the early 1950s. The properties immediately to the north of the subject parcel and Gollihar Road are zoned "RS-6" Single-Family 6 and "ON" Neighborhood Office with the low-density residential subdivisions of Randall Place and Kirkwood, and a non-conforming retail sales and services commercial use permitted by the preceding zoning ordinance. The properties to the south and east are zoned "RS-6" Single-Family 6 District and are developed as the Mahan Acres and Central Park subdivisions south of Mahan Drive and east of Kirkwood Drive, and Kirkwood and a portion of Central Park, to the east. The properties to the west are zoned "RS-6" Single- Family 6 District and "ON" Neighborhood Office District with the low-density residential Coggin subdivision and the Gollihar Neighborhood Center that hosts a child daycare center. The applicant is requesting an amendment to the zoning map to allow a retail plaza with a potential restaurant use. The current zoning districts limits principal use of the subject parcel to office and single-family; and where a commercial use could occur, retail and sales services and restaurant uses must be subordinate to a principal use. The "CN-1" Neighborhood Commercial District permits office uses, multifamily dwellings, certain indoor recreation uses, retail sales, and service uses, medical facility uses, overnight accommodation uses, and restaurant uses less than 5,000 square feet in gross floor area, except for detention facilities, medical facilities, places of worship, and community services uses. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is/is not consistent with the following Elements, Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement (neighborhood commercial support) of residential neighborhoods. ■ Promote the stabilization, revitalization, and redevelopment of older neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. Southeast ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with many broader elements of the ADP; however, is inconsistent with the FLUM designation of Medium-Density Residential for the lots along Kirkwood Drive. • The specific goal of the Southeast Area Development Plan is to protect the predominantly stable residential neighborhoods and to promote the efficient development of underutilized and remaining vacant land in the area. o Stabilize and conserve residential neighborhoods; o Designate appropriate land uses and a transportation network to adequately serve existing and future land uses; Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC; however, is partially inconsistent with the FLUM's designation of Medium-Density Residential for the three lots along Kirkwood Drive. The inner lot has a FLUM designation of commercial. • Staff observed that the Southeast ADP was adopted on July 11 , 1995, over 29 years ago. • The request generally agrees with Plan CC's recommendation for efficient in-fill development, the provision of commercial uses to serve neighborhood needs, and locating commercial uses on arterial roadways. • The subject parcel consists of 4 platted lots, with an inner through-lot, and three lots oriented to Kirkwood Drive. While the through-lot has a commercial future land use designation, those along Kirkwood Drive have a future land use designation of Medium- Density Residential. The Central Park subdivision of 1952 includes the three lots oriented to Kirkwood Drive, for residential use; which explains their FLUM designation. These particular parcels have not been developed since they were created. • The most appropriate commercial district, with single-family district adjacency, is the "ON" Neighborhood Office District; however, the applicant's proposed use can only exist as an accessory to a principal use. The neighborhood office district creates fewer hazards, noise, odors, or other objectionable influences, and has a low trip generation. The protection of the nearby sensitive land uses is essential. • While a broader commercial district may be expected to impact surrounding properties, staff finds the recommendation to a "CN-1" Neighborhood Commercial District, which would widen the intensity of commercial uses, acceptable; as the UDC (Unified Development Code) will ensure compatibility through the restriction of driveway approach to Gollihar Road, setbacks, screening of vehicular and refuse areas, and fencing. While typically, buffer yards would be enforced, Kirkwood Drive and Mahan Drive, both 50-foot rights-of-way, serve as generous buffers. Screening and fencing will serve as visual barriers to the nearby residential properties. Planning Commission and Staff Recommendation (April 3, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and staff recommend approval of the change of zoning. • The Zoning Map amendment will not have a negative impact on the surrounding neighborhood. • The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. Attachment(s): (A) Existing Zoning and Notice Area Map. (A) Existing Zoning and Notice Area Map t` RS-6 e" N 28 30 a� 29 25 COC`fy'4R 24 Rp f R - 6 27 O N 18 26 1 -SQ E,CT PROPERTY 23 / Mqh� 14 2 a�f 13 20 12 f 21 4 d 15 11 f 16 10 f 6 a` 17 9 7 g 8 6 CASE. ZN8199 N' p Zoning and notice Area - 3 RM-1 MVItNamily 1 IL Light Indust-1 RM 2 MultRamily 2 IH Heavy Industrial RM-3 Multifamily 3 PU❑ Planned Unit Da,Overlay ON Professional office RS-10 Single-Family 10 RMAT MUNIfam l ly AT IRS 6 Single-Family 6 CN-1 Neighborhood Commercial RSd.5 Single-Family 4.5 n 1s CN-2 Neghhorhood Commercial RS-TF Two-Family ^ CRA Resort Cammercial RS-15 Single-Family 15 - CR-2 Reaon Commercial RE Residential Estate CG-1 Ge nerei Commercial R5-TH Townhouse CG-2 General Commercial Sp Special PermN Cl Intensive Commercial RV Recreatwnal vehicle Park CBD Downtown Commercial RMH Manufactured Home CR-3 Resort Commercial FR Farm Rural H Hislaric overlay SUBI,ECT Bp Business Park Yw PROPERTY Sub 2=ff., with 200'bu(fer fed! 1 0wnarswAh.200'ffst Owners CL[y of, FSrl,HER[ ;ana�a�nw� ,a X an Corpus LOCAT16N MAP Christi J 011 AT ' �' SUBJECT_ w �• PROPERTY i A � "l f a� CASE: ZN8199 ={� W N .E y# F Aerial View ;, ® Subject 'g Property 4 s SUBJECT itr PROPERTY " ay v Cityof i Esri, HERE Corpus °hU LOCATION MAP Christi CU N c O N v O 'Zi m '� U > >, L V +� (B A� o O AZ U 'a a U g o to i a 16,2 i � 3cop a� o O Q Q c}aY 'E o _r o O � CD oLLOV >.V O 01 00 w •� y O Oc E ZZ Oco _ � z � >a s Z m o otS ,a N M " O V 1 n l> a 44 U (o _ L Ico cn (� N °6 O C co a) a) Q a) cu c 0 U i - C: a) O EO 0 J L _0 E ' °6 cu (Q O O O �� >' U C J > N cu O O 00 L �� 0 r- =5 to - O co Y a) C/) d C � � 0 � .� � � Y � � cv � r_ � � � 0 ON oN pars (� O 'aN >1 N L � L y--i L y--i O O E a2i Q m � � E � �� �� �� O L > J a Ui � O O '� O '� O U th Cod a d O � N cu O cu a) cu a) O O OQ N J HJ Ham' H � aN 0 .3 co v �. J o 0 � 'ao c0 X0 0 o a co Q co U- U Lu Q z cn w b'p ppp �p6y O N jd UO M R b O uJ o a a z N L a O N O � O O O LO O i a d' bT v � e N N G? � m N QO � a � o ^ O � o l SOJ ■ O Z � O N v� i O O O O (,4 N o O 70 O O - O V Q O N _0 := N 0- > N .- O Q -O U N U cn E Z O T = a a U N O p co O Z o M co � U O O O z � > J U) U O cc O N U) (� i \ N � O N \ a cu U) 70 - E 0 L) ° ° O A/ E 0- •V _ ~ U) U) ♦^ }+ O N i Qj U U O N U) _ N N N 0 U) N H E z 76 4 0 i O - Q � � S z .� U) Z J cu ° _ W U >, > L � � � ° o � NQ � � °' Q - Q O W L ° � - � � ♦ ♦ 0 >.. cu (.5 (D (L) C: 0 U) D (L) LU O ~ .° ( O U (u O 4— P cu 0 � E ca O .0 D � A/ U � U) (a N U .U = O .0 O O O ° N L 4 _ > Q 0O J ( N +— N O) L OQ .0 � U - Q E Q ( (U j .0 U) N U) 4) U O U) i i N � (u O N i O Z 4- }, N U) _U Q (U N O U) N _E '°� U(U Q U)(U T U �^ W U F- te `-- -- NZc ( N cu O U) zO } (U� U ., a � _ � U � � o Ez: N U) N ❑ L� �W W L -0 CU (U N .O ZQ W L O Z> O 0 (B > -0� QO � V V Q � � N E CY) -C CM N E ' O _ +J O Q N � c� O c� a� a� � � ° Q � U � J SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E Public Hearing and First Reading for the City Council Meeting of May 14,2024 is 52 Second Reading for the City Council Meeting of May 21,2024 DATE: April 19, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive CAPTION: Zoning Case No. ZN8200, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive from the "CG- 2" General Commercial District and the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow a commercial use; specifically, a retail plaza with a potential restaurant use. BACKGROUND AND FINDINGS: The subject property is an approximate half-acre, vacant and undeveloped, parcel in the westside area of the city, along the east side of South Port Avenue, an "A1" class arterial, and the south side of San Jacinto Drive, a local residential road, and abuts a large residential district. The subject property is within the High Terrace Subdivision of 1940. The properties to the north are zoned "CG-2" General Commercial with Medium-Density Residential use. To the east of the subject property, and further South Port Avenue, are properties zoned "CG-2" General Commercial District with commercial uses; as well as to the south of the site. The west of the subject parcel is the low-density "RS-6" Single- Family 6, High Terrace subdivision, with Medium-Density Residential uses. The "CG-2" General Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales, and services, vehicle sales and services, and water- oriented uses. The applicant is requesting an amendment to the current zoning district to allow for commercial use that may include retail sales and services and restaurant uses. The proposed rezoning is consistent with many goals of Plan CC and the FLUM's designation of commercial. Public Input Process Number of Notices Mailed: 40 notices were mailed within the 200-foot notification area, and 6 outside the notification area. As of May 10, 2024: In Favor In Opposition 3 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommended approval of the change of zoning from the "RS-6" Single-Family 6 District and "CG-2" General Commercial District on April 3, 2024. Vote Results For: 7 Against: 0 Absent: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Planning Commission Final Report Aerial Map Presentation - Aerial Map Zoning Case No. ZN8200, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive from the "CG-2" General Commercial District and the "RS-6" Single- Family 6 District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lot 3A & 4, Block 6, High Terrace, as shown in Exhibit A, from: the "RS-6" Single-Family 6 District and "CG-2" General Commercial District to the "CG-2" General Commercial District. The subject property is located at or near 2823 South Port Avenue and 2511 San Jacinto Drive. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 Exhibit A 1,. SpN� N- 2 21 22 23 24 w S 25 29 06 to 6R 28 7 27 30 26 S 31 S'UB.IE - 32 s`,i -B PR:OPER.TY c c-2 33 34 1 35 4 36 1 �.. 37 a. O 15 14 A�aR 38 13 39 12 40 11 10 9 3 8 Nl�y� ST CASE: 0424-02 f Zoning and notice Area rhr:v L 5 RM-1 M.10—ily 1 IL Light Industrial RM3 Multifamily 2 IH Heavy Industrial .1 Multlta. 3 PUO Planned Hnit 10—Overlay ON Professional Office RS-10 Single-Family lG _ RMRT Muki(emily AT R" 5ingle-Fam!ly 6 - ON-1 Neighborhood Commercial RS,5 Single�Family 4.5 _ cm-2 N e ighborhootl Commercial RS-TF Tyro-Family CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercia! RE Rasideatial Estala CG-1 General Commercial RS-TH Townhouse CG-2 General Commercial SP Special Permit CI "'naive Commercial RV Recreational Vehicle Park CEO Gauvntawn Cammerc'ml RMH Manufactured Ffome CR3 Resort Commercial ///-\ V FR Farm Rural w R;emrk oyaday �u�!'7�1■y] - -SUBJECT eP ensinesa Parh PROPERTY - Subject PmpeRy O Owners tv1d 200'GnRer In hwt oaaeag,l�a, o,.�>s Ctty Of Esn,HERE - - alra a �,ab Xircwwa rro Corpus LOCATION MAP Christi Page 3 of 3 ZONING REPORT Case # ZN8200 Applicant & Subject Property District: 2 Owner: Barajas Family Corporation Applicant: Norma Barajas Address: 2823 South Port Avenue and 2511 San Jacinto Drive, located at the southwest intersection of South Port Avenue and San Jacinto Drive, south of Baldwin Boulevard. Legal Description: Lot 3A & 4, Block 6, High Terrace Acreage of Subject Property: 0.44 acre(s) Pre-Submission Meeting: January 24, 2024 Zoning Request From: "RS-6" Single-Family 6 District and "CG-2" General Commercial District To: "CG-2" General Commercial District Purpose of Request: To allow for commercial use (specifically a retail plaza with a potential restaurant use). Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6, Vacant, Commercial "CG-2" General Commercial Commercial North "CG-2" General Commercial Transportation (San Jacinto Dr), Transportation, Medium-Density Residential Commercial "RS-6" Single-Family 6, Commercial Commercial South ,CG-2" General Commercial Transportation (S. Port Ave), Transportation, East "CG-2" General Commercial Commercial Commercial West "RS-6" Single-Family 6 Low-Density Residential Medium-Density Residential Plat Status: The subject property consists of two platted lots per MRNCT (Map Records of Nueces County Texas); Lot 3A, Block 6, High Terrace per Volume 44 Page 113; Lot 4, Block 6, High Terrace per Volume 8, Page 14. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None. Transportation and Circulation Designation Section Proposed Section Existing South Port 4 Lanes, 4 Lanes, Avenue "Al" Minor Center Turn Lane, Center Turn Lane, Arterial Undivided 95 Feet 100 Feet San Jacinto "Local" 1 Lane & On-Street 1 Lane, Drive Residential Parking, & Parking 50 Feet 50 Feet t Transit: The Corpus Christi RTA (Regional Transportation Authority) provides service to the subject property via bus routes 12 Hillcrest/Baldwin, 21 Arboleda, and 23 Molina, along South Port Avenue, near Jacinto Drive. Bicycle Mobility Plan: The subject property is approximately 315 feet north of a proposed Bike Boulevard, along McArthur Street/Cleo Street, which connects to planned one-way cycle tracks along Tarlton Street, and a planned buffered bike lane, along South 19th Street. Utilities Gas: A 2-inch gas line exists along the southern boundary of the subject property and along South Port Avenue. Stormwater: An 18-inch RCP line exists along the north side of San Jacinto Drive, and a 24- inch RCP line along the east side of South Port Avenue. Wastewater: An 8-inch VCP line exists along the north side of San Jacinto Drive, and a 15- inch VCP exists along the east side of South Port Avenue. Water: A 6-inch ACP line exists along the south side of San Jacinto Drive, and a 16-inch CIP line exists along the west side of South Port Avenue. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Westside Area. The Westside ADP was updated on January 10, 2023. Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 40 within a 200-foot notification area 6 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: April 3, 2024 City Council 1st Reading/Public Hearing Date: May 14, 2024 City Council 2►,d Reading Date: May 21 , 2024 Background: The subject property is an approximate half-acre, vacant and undeveloped, parcel in the westside area of the city, along the east side of South Port Avenue, an "Al" class arterial, and the south side of San Jacinto Drive, a local residential road, and abuts a large residential district. The subject property is within the High Terrace Subdivision of 1940. The properties to the north are zoned "CG-2" General Commercial with Medium-Density Residential use. To the east of the subject property, and further South Port Avenue, are properties zoned "CG-2" General Commercial District with commercial uses; as well as to the south of the site. The west of the subject parcel is the low-density "RS-6" Single-Family 6, High Terrace subdivision, with Medium-Density Residential uses. The "CG-2" General Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales, and services, vehicle sales and services, and water-oriented uses. The applicant is requesting an amendment to the current zoning district to allow for commercial use that may include retail sales and services and restaurant uses. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with the following Elements, Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design. o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement (neighborhood commercial support) of residential neighborhoods. ■ Promote the stabilization, revitalization, and redevelopment of older neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. ■ Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. Westside ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the Westside ADP and FLUM designation of Commercial. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC and the FLUM's designation of commercial. • Plan CC recommends development patterns that support a high quality of life. While the plan supports less intense commercial uses in adjacency to residential use; the development pattern along South Port Avenue reveals otherwise and appears to be the norm. With the pattern not reflecting the most appropriate transition, the UDC will ensure that development compatibility is achieved; through the prescription of buffers, increased setbacks, limitation on hours of operation with certain site features, and visual barriers such as fencing and screening. • Sited within a large general commercial district along South Port Avenue, and the residential-zoned lot with a FLUM designation of commercial, and the staggering arrangement pattern of the commercial district, the amendment will not impact the surrounding properties. Planning Commission and Staff Recommendation (April 3, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and staff recommend approval of the change of zoning. • The Zoning Map amendment will not have a negative impact on the surrounding neighborhood. • The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. Attachment(s): (A) Existing Zoning and Notice Area Map. (A) Existing Zoning and Notice Area Map 1 Sa No , N- 18 17 2 Z1 22 23 24 7 a S 25 0 29 NT0OR In 6 28 7 27 30 26 5 31 suB,Ec�r R .6 33 32 PRQPV, C G-2 34 1 '.` 35 4 36 1 37 0 �w0 14 �`epR 38 0 13 39 12 O 40 11 10 9 3 8 Al CASE. ZN8200 Curpu'; Zoning and notice Area Chrl^.I. ';x' RM-1 Multifamily 1 IL Light Indust-I h RM 2 MultRamily 2 IH Heavy Industrial RM-3 Multifamily 3 PU❑ Planned Unit Da,Overlay ON Professional ice RS-10 Single-Family 10 RMAT MUNlfaml ly AT RS$ Single-Family fi CN-1 Neighborhood Commercial RSd.5 Single-Family 4.5 ' CN-2 Neghhorhood Commercial RS-TF Two-Family _ CRA Resort Cammercial RS-15 Single-Family 15 CR-2 Reaon Commercial RE Residential Estate CG-1 Ge nerei Commercial R5-TH Townhouse ' CG-2 General Commercial SP Special Pail Cl Intensive Commercial RV Recreatwnal vehicle Park CBD Downtown Commercial RMH Manufactured Home CR-3 Resort Commercial i FR Farm Rural r H Hislaric Malloy � ;Su,,,lECT Bp Business Park Yw PROPERTY Su,,J f Pmperty 0.— .02W n�rtrar O fawn r+r 4 6 aacnaehw 00-f f e owners City of `b� if Fsrl,IAERI.- - — a ,- Corpus �e LOCATialV MAP Christi . ��= �•;��:=.. SON; 0 r' " r ., f. SUBJECT PROPERTY �. 1 1 I� .j: .. CASE: ZN8200 .1 N W E z Ghr11,1i Aerial View 7 s ® Subject Property Ac.: H, Y i C' SUBJECT v -1 PROPERTY . City of Esri, HERE � Corpus e,"I LOCATION MAP Christi -k CU N c O :3 N U � t� V •L 4 Qcu ++ Ni i L a� C° � • a O A•V L CL 0 U- E WC W U Q L p O yCL u t� Op5 _ �a 0 z L p LL oNN � C7 O CV _ M�00 N � a) 0 ,WPM 00 ( o s E Z m U- m 0 N ca V O a a LIMnng o a o , �� ti N _ U U � o cu N 0 N � (b U cu N O L CO cB N 2t N Q 06 E U) E cu U N O a) cu L U (D o6 cu o � O N O O �j N >, N N c ° � C� U Q cu 4-1 >> O U cuQL c O (n c p (n cn N d U) N N U) cN O O :3 r- O ( V � cu N 'L -E a... L -E U) �, L Q N - c cn N N Q N 0 cu � as S � E a w U J ♦�/ o cn Q ++ cu N O) o J J � � L L (D L U U) Lu Q 70 (D � U) � G cu E +r Z.o p d cn E Mn (n L a� C) L oU)a LL z w z � O3AV IAOd S C] N nng o� O n� 1 z N �i 3Atl 1Ti0d S M W � M m v Ong nnn�nnn Q� OQ Ol0 N M N M 0 O Z CM 0 0 LL N N o O a CD O 70 OQ M �- 0 p v p N _0 := N > cu .(D O C U N U co cn E Z O T = 0) a 0 N O p co O Z o � U O O z � a' J O 4-0 4-0 o c � 0 4-0 U) 4-0 � CL a ~ ca �� cn 0 0 U O N N Q LPL > -iS E N > O — O ^ L N 0 E > �a °' ZOO WJ L Q Q N m ^ Q N c O V U a) 4-0 M o (� 0 � ca � Oa � 0' � cn o W W V 0L- U) a `� c Own O Q0 a5 70 cn7 � LL B O U U Q N m _O Q 0 a' (a � `� oUU ca .Lo Cl) J c C � U L Q Q 0 ca cn Q O O 0 Z W N � � � 0U) � � 0 0 �-0 :� _ U U ca }' > ca Q L N Q O _0 O N > 'i U C >1 0 a) E � Lcvna � � � � N 00 0 — U' U ♦ ♦ N 0 N N Q Co � � V � °' 0c- a) L /0� W N E }, V {� L E O E � a) ca co � _ _ 0 /1 0CL U o cn o V� CLE Q � � a� � -0 � � Z a� E aCLo -E -c- a) cE Q SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E Public Hearing and First Reading for the City Council Meeting of May 14,2024 is 52 Second Reading for the City Council Meeting of May 21,2024 DATE: April 19, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 110 Rolling Acres Drive CAPTION: Zoning Case No. ZN7974, Leslie Lopez (District 1). Ordinance rezoning a property at or near 110 Rolling Acres Drive from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval to the "ON/SP" Neighborhood Office District with a Special Permit.) SUMMARY: The purpose of the request is to allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. BACKGROUND AND FINDINGS: The subject 0.38-acre parcel, in the northwest area of the city, is developed with a single-family home. Although the lot is oriented onto Leopard Street, the existing single- family structure is sited at the rear of the property, 135 feet away from Leopard Street, with frontage onto a local residential road, Rolling Acres Drive. The parcel abuts Leopard Street, an "A2" class arterial road, mid-way from McKinzie Road to the west, an existing "A2" class arterial road, and Rand Morgan Road, to the east, a proposed "A2" class arterial road, and is within a modest "ON" Neighborhood Office District with patches of "RS-6" Single-Family 6 Districts, and large "CG-2" General Commercial districts to its east and west. The properties to the north, east, and west, of the subject property of the Rolling Acres Unit 2 Subdivision of 1948, are zoned "RS-6" Single-Family 6 District with low-density residential uses. The properties to the south of the subject parcel and Leopard Street, of the Rolling Acres Subdivision of 1946, are zoned "RS-6" Single-Family 6 District, with low-density residential use and a few vacant parcels. The "ON" Neighborhood Office District permits office uses, apartments, commercial parking, overnight accommodation uses except for a bed and breakfast home, educational facilities, government facilities except for detention facilities, medical facilities, places of worship, and community services uses. The applicant is requesting an amendment to the zoning map allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. Retail sales and services use is permitted as an accessory to a principal use in the "ON" Neighborhood Office District. The proposed rezoning is consistent with many goals of Plan CC; however, it is inconsistent with the FLUM's designation of Low-Density Residential. The request to amend the current zoning districts will warrant an amendment to the FLUM. Public Input Process Number of Notices Mailed: 13 notices were mailed within the 200-foot notification area, and 4 outside the notification area. As of May 10 2024: In Favor In Opposition 1 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: Approval of the change of zoning from the "RS-6" Single-Family District to the "RS- 6/SP" Single-Family 6 District with a Special Permit. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommend approval of the change of zoning from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District on April 3, 2024. The Special Permit will be subject to the following conditions: 1 . Use: The only use allowed on the subject property other than uses permitted in the base zoning districts is retail sales and service (service-oriented), specifically a salon and retail boutique. 2. Buffer Yard: A 10-foot-wide buffer yard and 10-buffer yard points shall be required along the property boundaries adjacent to residential zoning districts. 3. Lighting: All lighting shall be shielded, and pole lights shall be of the full cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 4. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 5. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 10:00 PM. Customer access after 10:00 PM shall be prohibited. 6. Signage: Freestanding signage along Rolling Acres Drive is prohibited. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 8. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Vote Results For: 7 Against: 0 Absent: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN7974, Leslie Lopez (District 1). Ordinance rezoning a property at or near 110 Rolling Acres Drive from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend denial in lieu thereof approval to the "ON/SP" Neighborhood Office District with a Special Permit.) WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission, during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas are amended by changing the zoning on the subject property being Lot 5, Less 13 feet by 110 feet, Block 1, Rolling Acres, as described in Exhibit "A", from: the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit. The subject property is located at or near 110 Rolling Acres Drive. Exhibit A, a map , is attached to and incorporated in this ordinance. The Special Permit granted in this Section of this ordinance is subject to the following conditions: 1. Use: The only use allowed on the subject property other than uses permitted in the base zoning districts is retail sales and service (service-oriented), specifically a salon and retail boutique. 2. Buffer Yard: A 10-foot-wide buffer yard and 10-buffer yard points shall be required along the property boundaries adjacent to residential zoning districts. 3. Lighting: All lighting shall be shielded, and pole lights shall be of the full cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 4. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 5. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 10:00 PM. Customer access after 10:00 PM shall be prohibited. 6. Signage: Freestanding signage along Rolling Acres Drive is prohibited. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 8. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that conflict with this ordinance are hereby expressly superseded except for the Military Compatibility Area Overlay Districts. This ordinance does not amend or supersede any Military Compatibility Area Overlay Districts, which, as adopted by Ordinance#032829, remain in full force and effect. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 5 Exhibit A STATE OF TEXAS I COUNTY OF NUECES Field notes of a 0.382 acre tract out of Lot 5,Block 1,"Rolling Acres Subdivision No.2"as shown on the plat recorded in Volume 11,Page 47,Map Records Nueces County,Texas.Said 0.382 acre tract being more particularly described as follows: BEGINNING at a 5/8"re-bar found at the intersection of the northeast right of way of Leopard Street and the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the south corner of this survey. i THENCE with the common line of the northeast right of way of Leopard Street and this survey,North 58°43'l3"West,a distance of 124.34 feet to a 518"re-bar found in the northeast right of way of Leopard Street,in the common line of Lots 4 and 5,of said Block 1,and for the west comer of this survey. THENCE with the common line of said Lots 4 and 5,and this survey,North 31°l8720"Fast,a distance of 133.19 feet to a 5/8"re-bar set in the common line of said Lots 4 and 5,and for the north comer of this survey. THENCE across said Lot 5 with the northeast line of this survey,South 58°43'13"East,a distance of 124.84 feet to a 5/8"re-bar set in the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the east comer of this survey,from WHENCE a 518"re-bar found for the east corner of said Lot 5,bears North 31°l8'20"East,a distance of 76.74 feet. THENCE with the common line of the northwest right of way of Rolling Acres Drive,said Lot 5,and this survey,South 31°18'20"West,a distance of 133.19 feet to the POINT of BEGINNING and containing 0.382 acres of land,more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83(93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 3.)Set 5/8"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying, I,Ronald E.Brister do hereby certify that this survey of the property legally described herein was made on the ground this day August 12,2023 and is correct to the best of my knowledge and belief r ona E.Brister, P S e.540 4 .OF T Date:August 14,2023. �4�°NS eq..J+ RONALD E.BRISTER 5407 tf Job No.231565 �a�9liiRV Page 3 of 5 pl- =ACREBD URVEY OF RACT OUT OF LOT 5,BLOCK 1 =["ROING NO.2'AS SHOWN ON THE PLAT RECORDED AP RECORDS NUECES COUNTY,TEXAS. f 'I I LO"f 7 LOT G SCALD 1"=40' o 4 REMAINDER OFLOT5 2b Z S58°43'13"E 124.84.(MEAS) I.Q PENCE 0.2'ourSME PROPER'T`LI PE I N Q 5 r LOT 4 yp� ¢ w w 3 r�ry yf c�4 a,p r_ rr1 0382ACRES1.I r�^.1 E. _ W 16,6217 S.F. f 3 3 Z F5 R I o g a o Do N� o O FENCE 0,Y INSIDE PROPERTY LINE N58e 43'13"W 124.84 (M AS) op_O,B, N57°4T 00 V 125.00' (DEED) LEOPARD STREET 150'RIGHT OF WAY X=WIRE FENCE O=SET 518"RE-BAR THISSURVEY HAS!SEEN P[RFORMED WITHOUT Q=FOUND 5/8"RE-BAR 'rH E BENEFIT OF A 111 LE COM M I L MLNT. Brister Surveying 1)TOTALSIEDEY INOEAEBA!ACRES .ISS Sau,B Padre Iola 1B DHre Sui,e S l '-.)BIEASUREp BEARINGS.4RH BASED W-OLD,It. Cerp�a Cnriui,'Ceyaa)ealY POBII'IOHING SYSI'1',N NAD D(4313N5 SAt- ' Of(151-MlIW 1)SF.TSR'RE.I IC AP LASCIEBARSE R.SU h 3618W-IBV2 YCLLON PLAS11C CAP lAtlCLfp BR15'RRSIiRIEYI�u. H hng"I: puuxcM wm OF 1•R 1)AMFTFS D OO\OS DLSCRIPDO\U F04AL F Rg li-N.IWTJBW �,;;STE :� DAiE 1CCONP111-S T1I155LRVLY hP'OG �OOY� \" CUEll BY GRAPHIC PLOTTING OM1LY.tHIt PpOPERTV L'J.G• � 1,.. III s SLR pY DOLS 0T1LVUE THE R ARC \Y'LSTOAIiQ�.OR LUCnI Orv505 ALL 5E%v 3UDk.2. 15 LOCATED WITHIN ZONE X ASDEFIUEO FABENF.YFS,AIGHT OE WAYS.OR UilL1IIES O,NTI{IS .... BY 1'HE EEOERAL EMERGENCY MAHnGGfi:Kl' RONALD E.BR . PROPERTY. Y" MAMEOAI\IUNITYPANEL 48355CUMG "14 S$0i A~1 LRONAW E.BRISTERD01[EREBYCERIII Y THAI' THIS SURVEY OFTHE PROPERI Y LE-V DATED. OCTOBER 13,2022 4H PF�S,1� DESCRIBE.HER L'IN IVAS MADEOYTHEGROU\'D IRIS DAY AUGUST ILI-0D AN'DISCORRECTTOTHE AND MIS®ISHOTLOCATEDINADESIGNATED OSURV -0T�OFAIYK.\OWL1DGE0.v UETIJF.F _ IW YEAR FLOOD LONE .% /J i sonvcY_PEAUGUST 14,2023 _ 30.140 2i156i RO ALDE.ORISTER R.P.L.S.NO.S+In Page 4 of 5 Exhibit B O N 10 9 5 8 6 SIZE JECT O N PROPERTY 7 QQ- �,� 13 Z� ov RS-& 4' CF QjD4p� 12 11 . 1 4 3 CASE: ZN7974 Zoning and notice Area 1, W � < t S RM-1 Multifamily 1 IL Light Industrial ' e6nyp RM-2 MuHNamlly 2 IH Heavy Industrial ?' RM-3 Muldtamlly 3 PUD Planned Unit Dev.Overlay ON Prafessianal Ofrice RS-10 Single-Fam ily 10 MAT Multifamily AT RS$ Single-Family6 CN-1 Neighborhood Commercial R",5 Single-Fatuity 4,5 CN-2 Nalghhorhood Commercial IRS-TF Two#am ily CR-1 Resort Commercial R8 -15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate CG-1 Ge nere l Commerc lal RS-TH Townhouse CG-2 General Commercial Sp Special Permit Cl Intensive Commercial RV Recreational Vehicle Park CBD Downtown Commercial RMH Manufact urad Home 6 CR-3 Resort Commercial c » FR Farm Rural H Historic Overlay _ $U$1ECT S Lip Business Park _ PROPERTY flee w _ r Subpcf ProPecy OWrbts - w1h2W'baHer fdWr a' 4 owear Ah.200 Wed m yia0-- CiLV of Bri,HERE _ afrachedo hp�tabC /r o m COTUS LOCATION MAP Christi Page 5 of 5 ZONING REPORT Case # ZN7974 Applicant & Subject Property District: 1 Owner: Leslie Lopez Applicant: Leslie Lopez Address: 110 Rolling Acres Drive, located along the west side of Rolling Acres Drive, at the northwest intersection with Leopard Street, and east of McKinzie Road. Legal Description: Lot 5, Less 13 feet by 110 feet, Block 1, Rolling Acres. See Metes & Bounds. Acreage of Subject Property: 0.38 acre(s) Pre-Submission Meeting: June 8, 2024 Zoning Request From: "RS-6" Single-Family 6 District To: "ON" Neighborhood Office District Purpose of Request: The purpose of the request is to allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Low-Density Residential Low-Density Residential North "RS-6" Single-Family 6 Low-Density Residential Low-Density Residential Transportation (Leopard), Transportation (Leopard), South "RS-6" Single-Family 6 Low-Density Residential, Medium-Density Residential Vacant East "ON" Neighborhood Transportation (Rolling Ac), Transportation (Rolling Ac), Office Commercial Commercial West "RS-6" Single-Family 6 Low-Density Residential Low-Density Residential Plat Status: The subject property is platted per MRNCT (Map Records of Nueces County Texas) Volume 11 Page 47. A rezoning must precede the re-plat. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None Transportation and Circulation Designation Section Proposed Section Existing Leopard Street "A2" Secondary 4 Lanes, 4 Lanes, Arterial Divided Median, Median, 100 Feet 160 Feet Rolling Acres 1 Lane, 1 Lane, Drive "Local" Residential & On-Street Parking, & On-Street Parking, 50 Feet 60 Feet Zoning Report Page 2 Transit: The Corpus Christi RTA (Regional Transportation Authority) provides service to the subject property via bus route 27 Leopard, with stops at Leopard Street and Rolling Acres Drive, and Leopard Street and Round Tree Circle. Bicycle Mobility Plan: The subject property is approximately 800 feet north of a planned off- road multi-use trail, along the Turkey Creek/Kingwood ditch. Utilities Gas: A 4-inch WS line exists along the north side of Leopard Street, and a 2-inch WS line along the east side of Rolling Acres Drive. Stormwater: None. There are storm ditches along Rolling Acres Drive and Leopard Street. Wastewater: A 10-inch VCP exists along the north side of Leopard Street. Water: A 30-inch CIP line exists along the north side of Leopard Street, and an 8-inch PVC line also exists along the west side of Rolling Acres Drive. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Northwest Area. The Northwest ADP was adopted on July 9, 2001 . Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 13 within a 200-foot notification area 4 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: April 3, 2024 City Council 1st Reading/Public Hearing Date: May 14, 2024 City Council 2►,d Reading Date: May 21, 2024 Background: The subject 0.38-acre parcel, in the northwest area of the city, is developed with a single- family home. Although the lot is oriented onto Leopard Street, the existing single-family structure is sited at the rear of the property, 135 feet away from Leopard Street, with frontage onto a local residential road, Rolling Acres Drive. The parcel abuts Leopard Street, an "A2" class arterial road, mid-way from McKinzie Road to the west, an existing "A2" class arterial road, and Rand Morgan Road, to the east, a proposed "A2" class arterial road, and is within a Zoning Report Page 3 modest "ON" Neighborhood Office District with patches of "RS-6" Single-Family 6 Districts, and large "CG-2" General Commercial districts to its east and west. The properties to the north, east, and west, of the subject property of the Rolling Acres Unit 2 Subdivision of 1948, are zoned "RS-6" Single-Family 6 District with low-density residential uses. The properties to the south of the subject parcel and Leopard Street, of the Rolling Acres Subdivision of 1946, are zoned "RS-6" Single-Family 6 District, with low-density residential use and a few vacant parcels. The "ON" Neighborhood Office District permits office uses, apartments, commercial parking, overnight accommodation uses except for a bed and breakfast home, educational facilities, government facilities except for detention facilities, medical facilities, places of worship, and community services uses. The applicant is requesting an amendment to the zoning map allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. Retail sales and services use is permitted as an accessory to a principal use in the "ON" Neighborhood Office District. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with the following goals and strategies for Decision Makers: • Housing and Neighborhoods: o The design of new developments promotes a broader sense of neighborhood and community rather than creating isolated subdivisions or apartment complex developments with a lack of interconnection. ■ Encourage appropriate transitions between commercial and residential developments and between high and low-density residential developments. • Future Land Use, Zoning, and Urban Design o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement of residential neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. ■ Promote the monitoring of current development to identify infrastructure capacity deficiencies in advance of future development. o Corpus Christi has well-designed neighborhoods and built environments. ■ Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. ■ Promote interconnected neighborhoods with appropriate transitions between lower-intensity and higher-intensity land uses. ■ Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. ■ Screening fences, open spaces, or landscaping can provide an essential buffer between shopping and residential areas. Zoning Report Page 4 Northwest ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is inconsistent with the FLUM designation of Low-Density Residential; however, it is consistent with the following policies/statements of the ADP: • The expansion of business uses along Northwest Boulevard (F.M. 624) or any other arterial street should be planned and zoned so that the traffic carrying capacity of the street is protected. The plan recognizes the many existing commercial uses located along Northwest Boulevard, Leopard Street, and other arterial streets and calls for their continuance. Surrounding low-density residential activities should be buffered from higher-density commercial uses at the intersections with medium-density residential, office or light commercial uses. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC; however, it is inconsistent with the FLUM's designation of Low-Density Residential. The request to amend the current zoning districts will warrant an amendment to the FLUM. • Staff observed that the property is part of the Northwest Area Development Plan, adopted on January 9, 2001 , which called for maintaining the Leopard Street commercial corridor character that persisted long before its adoption. • Plan CC calls for well-designed neighborhoods, well-built environments, and development patterns that support a high quality of life. o The Rolling Acres Unit 2 subdivision along the north side of Leopard Street, with 1,150 feet of frontage, was arranged with lots that also face Leopard Street, a commercial corridor that the nearly 24-year-old ADP acknowledged. Most of these lots, back-to-back with developed residential lots, over the years have been rezoned to "ON" Neighborhood Office District. The applicant's proposal indicates the subdivision of the original 0.5-acre parcel, to maintain the single- family use at the rear of the property with access on Rolling Acres Drive and develop the remaining parcel with retail sales and services use. o The "ON" Neighborhood Office District differs from its broader commercial district counterparts in the provision for office development mostly, by mainly limiting retail sales and services and restaurant uses. The "ON" District is most appropriate adjacent to most residential uses due to its very limited hazards and nuisances such as lower traffic generation; however, it only permits the applicant's proposed uses as an accessory use to a principal use. o Leopard Street is a commercial corridor with general commercial districts that are lined with residential subdivisions beyond. While staff finds it appropriate to maintain the existing pattern; granting a broader zoning district will allow uses able to impact neighboring properties, therefore, preservation and protection of the residential uses beyond is essential. Zoning Report Page 5 o Preservation and protection of the nearby uses will include restrictions on lighting, building height, signage, vehicular screening, and limits on the type of retail use. Staff Recommendation: After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff recommends denial of the "ON" Neighborhood Office District in lieu thereof the "ON/SP" Neighborhood Office District with Special Permit. The recommendation ensures compatibility with surrounding properties and character. The special permit is subject to the following conditions: 1. Use: The only use allowed on the subject property other than uses permitted in the base zoning districts is retail sales and service (service-oriented), specifically a salon and retail boutique. 2. Buffer Yard: A 10-foot-wide buffer yard and 10-buffer yard points shall be required along the property boundaries adjacent to residential zoning districts. 3. Lighting: All lighting shall be shielded, and pole lights shall be of the full cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 4. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 5. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 10:00 PM. Customer access after 10:00 PM shall be prohibited. 6. Signage: Freestanding signage along Rolling Acres Drive is prohibited. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 8. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Attachment(s): (A) Metes & Bounds Description and Exhibit. (B) Existing Zoning and Notice Area Map. Zoning Report Page 6 (A) Metes & Bounds Description and Exhibit STATE OF TEXAS COUNTY OF NUECES Field notes of a 0.382 acre tract out of Lot 5.Block 1,"Rolling Acres Subdivision No.2"as shown on the plat recorded in Volume 11,Page 47,Map Records Nueces County,Texas.Said 0.382 acre tract being more particularly described as follows: BEGINNING at a 5/8"re-bar found at the intersection of the northeast right of way of Leopard Street and the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the south corner of this survey. THENCE with the common line of the northeast right of way of Leopard Street and this survey,North 58'43'13"West,a distance of 124.84 feet to a 5/8"re-bar found in the northeast right of way of Leopard Street,in the common line of Lots 4 and 5,of said Block 1,and for the west comer of this survey. THENCE with the common line of said Lots 4 and 5,and this survey,North 31°l8720"East,a distance of 133.19 feet to a 5/8"re-bar set in the common line of said Lots 4 and 5,and for the north comer of this survey. THENCE across said Lot 5 with the northeast line of this survey,South 58°43'13"East,a distance of 124.84 feet to a 5/8"re-bar set in the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the east corner of this survey,from WHENCE a 518"re-bar found for the east comer of said Lot 5,bears North 31°l8'20"East,a distance of 76.74 feet. THENCE with the common line of the northwest right of way of Rolling Acres Drive,said Lot 5,and this survey,South 31°18'20"West,a distance of 133.19 feet to the POINT of BEGINNING and containing 0.382 acres of land,more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83(93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 3.)Set 5/8"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying, I,Ronald E.Brister do hereby certify that this survey of the property legally described herein was made on the ground this day August 12,2023 and is correct to the best of my knowledge and belief. ` r ona E.Brister, P o a.540 r �(..••^(=•.••� Date:August 14,2023. RONALD E.SRISTER ......................... ...........• ......•v Y.. 5407 ;% <Ao rss8 Qtr Job No.231565 No sus+ Zoning Report Page 7 SURVEY OF A 0.382 ACRE TRACT OUT OF LOT 5,BLOCK 1 [[:"ROLLING:AC7RES SUBDIVISION NO.2"AS SHOWN ON THE PLAT RECORDED N VE 11,PAGE 47,MAP RECORDS NUECES COUNTY,TEXAS. 1 LO"f'7 LOT 6 SCALE 1"=40' 0 5 REMAINDER OFLOT5 a z S58°43'13"E 124.84'(MEAS) FENCE0.2.OUTSIDE .� PROPERTY LINE. l a LOT 4 ti0AI� Q< � � L a n 0.382 ACRES w w 16,627 S.F. z - o CD 3 C 25� I og �o O ZZ I yy -i PENCE 0.3'INSIDE PROPERTY LINE N58°43'13"W 124.84'(M AS) P.O.B. N57°47'00"W 125.00' (DEED) LEOPARD STREET 150'RIGHT OF WAY X=WIRE FENCr Q=SET 518"RE-BAR THIS SURVEY HAS BEEN PERFORMED WITT IO4'T ©=FOUND 5/8"RE-BAR THE 0EN'EFIT OVA III LE COM MITMLNT. Brister Surveying 10MM I?TOTALSURVEYEDARtLSD33DAL'HF.S. I155 5°°rh Padrr 10,.d D,w,S°iIl53 3.)NIEASURED BEARINGS.AAE BASCD UN GLDUAI. Co P.a CnrWi.Y° 1.11I POST]IONING SYSTEM NAD U(93)420 DAIL'NI. 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W L n cu cu O N Q N 2 cu W C U Q) E U U Ur W N N N cu p L � — � W Q— c Q _ � p cn cy Q c� .L � } — � Q w J o W Za p w z (n � Z ' cu _ N cr LL N � O W W W LL � Z fA = N W O fA Q H O p Q) CL -0 c m 2 � fA Z O U H -0 se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager THRU: Steve Viera, Assistant City Manager stevev(a)cctexas.com (361) 826-3445 FROM: Daniel McGinn, AICP, Director of Planning and Community Development danielmc(a)cctexas.com (361) 826-7011 Annual Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Annual Board Meeting of the Corpus Christi Housing Finance Corporation (CCHFC) to elect officers, consider a resolution amending and reaffirming the Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy and repeal the Inducement Resolutions for Multifamily Housing Revenue Bonds for the previously proposed 152-unit affordable housing multi-family development at Greenwood Drive and Gollihar Road. SUMMARY: The agenda for the annual board meeting of the Corpus Christi Housing Finance Corporation includes actions to: (1) elect officers, (2) approve a Resolution amending and reaffirming the Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy, and (3) repeal Inducement Resolutions related to the issuance of Multifamily Housing Revenue Bonds for Alma at Greenwood. BACKGROUND AND FINDINGS: Election of Officers After each City Council election and the appointment of new board members, the CCHFC must elect new officers which are: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, General Manager, and Assistant General Manager. Typically, the President and Vice President have been elected from the Board, and those positions were filled in the last election by Michael T. Hunter as President and Roland Barrera as Vice President. The Bylaws provide that all officers do not have to be Board members, and the remaining positions have been held by the persons on City staff holding the functional equivalent positions. The recommendation for these positions is as follows: General Manager Peter Zanoni Assistant General Manager Steve Viera Secretary Rebecca Huerta Assistant Secretary Stephanie Box Treasurer Constance Sanchez Assistant Treasurer Judy Villalon Investment Policy The Board annually must review, amend as necessary, and reaffirm its Investment Policy and Investment Strategy. The Resolution provided addresses the requirement for the Board to review, amend, and reaffirm the Investment Policy and Investment Strategy. Inducement Resolutions On October 19, 2021, January 25, 2022, and February 21, 2023, the CCHFC approved Resolutions with respect to the issuance of bonds to finance facilities for Greenwood Manor, LP. Greenwood Manor, LP., commonly known as Alma at Greenwood, was proposed to be approximately 152 units of affordable housing located at Greenwood Drive and Gollihar Road. No bonds were issued and there have been substantial changes to the project financing and types of uses and units. Because the project has substantially changed, the project should be presented to the CCHFC for consideration before an Inducement Resolution is submitted to the Texas Bond Review Board. ALTERNATIVES: The CCHFC may select other persons it chooses to be officers, may amend the Investment Policy, and may choose to not repeal the Inducement Resolutions. FISCAL IMPACT: There is no current-year fiscal impact for this item. Funding Detail: Fund: NA Organization/Activity: NA Department: NA Project # (CIP Only): NA Account: NA RECOMMENDATION: Staff recommends the adoption of the resolutions for the amending and reaffirming of the Investment Policy and Investment Strategy and the repeal of the inducements for Multifamily Revenue Bonds. LIST OF SUPPORTING DOCUMENTS: Agenda for CCHFC Board Meeting Board Meeting Minutes from February 21, 2023 CCHFC Financials as of 09.30.23 CCHFC Financials as of 03.31.24 Agenda Memo - Resolution Adopting Investment Policy and Investment Strategy Resolution Adopting Investment Policy and Investment Strategy Exhibit A 2023-2024 CCHFC Investment Policy 2023-2024 CCHFC Investment Policy Redline Resolution Repealing the Resolutions Related to Multifamily Revenue Bonds Resolution Related to Multifamily Revenue Bonds 10.19.2021 Resolution Related to Multifamily Revenue Bonds 01.25.2022 Resolution Related to Multifamily Revenue Bonds 02.21.2023 AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION ANNUAL MEETING Date: Tuesday, May 14, 2024 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street, Corpus Christi, Texas 78401 1. President Michael T. Hunter calls meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors Officers Michael T. Hunter, President Peter Zanoni, General Manager Roland Barrera, Vice President Constance Sanchez, Asst. General Sylvia Campos Manager Paulette Guajardo Rebecca Huerta, Secretary Gil Hernandez Vacant, Asst. Secretary Jim Klein Constance Sanchez, Treasurer Mike Pusley Judy Villalon, Asst. Treasurer Everett Roy Dan Suckley 3 PUBLIC COMMENT 4. Approve minutes of February 21, 2023, Board meeting 5. Treasurer's Report 6. Election of Officers President Vice President General Manager Peter Zanoni Assistant General Manager Steve Viera Secretary Rebecca Huerta Assistant Secretary Stephanie Box Treasurer Constance Sanchez Assistant Treasurer Judy Villalon 7. Resolution amending and reaffirming the Investment Policy and Investment Strategy for the Corpus Christi Housing Finance Corporation. 9. Resolution repealing Resolutions with respect to the issuance of bonds to finance facilities for Greenwood Manor, LP commonly referred to as ALMA at Greenwood. 10. Adjournment MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL BOARD MEETING February 21,2023 PRESENT Board of Directors Officers Michael T. Hunter, President Peter Zanoni, General Manager Roland Barrera, Vice President Constance Sanchez,Asst. General Manager Sylvia Campos Rebecca Huerta, Secretary Paulette Guajardo Heather Hurlbert, Treasurer Gil Hernandez Judy Villalon, Asst. Treasurer Jim Klein Mike Pusley Everett Roy Dan Suckley President Hunter called the meeting to order in the Council Chambers of City Hall at 1:11 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting. President Hunter referred to Item 3 and called for public comment. There were no comments from the public. President Hunter referred to Item 4 and called for approval of the minutes of the April 19, 2022 Board meeting. Board Member Barrera made a motion to approve the minutes as presented, seconded by Board Member Guajardo and passed unanimously. President Hunter referred to Item 5 and called for the Treasurer's Report. There was no Treasurer's Report. President Hunter referred to Item 6. The following slate of officers was nominated: Michael T.Hunter,President; Roland Barrera, Vice President; Peter Zanoni, General Manager; Constance Sanchez, Assistant General Manager; Rebecca Huerta, Secretary; Heather Hurlbert, Treasurer; and Judy Villalon, Assistant Treasurer. Board Member Guaj ardo moved to elect the slate of officers,seconded by Board Member Roy and passed unanimously. President Hunter referred to Item 7. Resolution amending and reaffirming the Investment Policy and Investment Strategy for the Corpus Christi Housing Finance Corporation. Treasurer Heather Hurlbert stated that the corporation uses the same investment policy as the city and it has to be reaffirmed on an annual basis. A few changes were made to the investment policy and strategy, primarily the name of the annual report, and a few administrative changes within the local government pools, along with some updated language as far as how many bids are required. There were no questions from the Board Members. Board Member Hunter moved to approve Item 7, seconded by Board Member Pusley and passed unanimously. President Hunter referred to Item 8. Resolution with respect to the issuance of bonds to finance facilities for Greenwood Manor, LP commonly referred to as ALMA at Greenwood. Director of Neighborhood Services Linda Stewart and Local Counsel for the Corpus Christi Housing Finance Corporation John Bell presented information on the following topics: bond transaction; Alma at Greenwood Ownership Structure; general partner; liability analysis; and Alma at Greenwood project. Board Members, Director of Neighborhood Services Stewart, Assistant Director of Neighborhood Services Jennifer Buxton, Mr. Bell, and Adelante Developer Jose Gonzalez discussed the following topics: a board member's concern that there is only one entrance and exit for this apartment complex; traffic improvements are scheduled for the West Point and Greenwood intersection;the Housing Finance Corporation has no impact on other issues that need to be addressed by the developer; this project is in review by Development Services for the issuance of a building permit; the delay of this project is due to the economic climate; a board member's request that staff provide more information on how the four percent tax credit program works; a board member's desire to have this area developed; and these types of projects make housing more affordable. Board Member Barrera moved to approve Item 8, seconded by Board Member Guajardo and passed unanimously. There being no further business to come before the Corpus Christi Housing Finance Corporation, President Hunter adjourned the meeting at 1:44 p.m. CORPUS CHRISTI HOUSING FINANCE CORPORATION BALANCE SHEET September 30, 2023 Assets Cash, cash equivalents & investments $ 512,789 Accounts Receivable 237,311 Total assets $ 750,101 Liabilities Unearned revenue $ 237,311 Fund Balance Restricted 512,789 Total liabilities and fund balances $ 750,101 CORPUS CHRISTI HOUSING FINANCE CORPORATION STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2023 Revenues Charges for services $ 6,000 Earnings on investments 22,002 Total revenues 28,002 Expenditures Community Development - Excess of revenues over expenditures $ 28,002 Fund Balance at September 30,2022 484,787 Fund balance at September 30, 2023 $ 512,789 CORPUS CHRISTI HOUSING FINANCE CORPORATION BALANCE SHEET March 31,2024 Assets Cash, cash equivalents & investments $ 526,693 Accounts Receivable 237,311 Total assets $ 764,005 Liabilities Unearned revenue $ 237,311 Fund Balance Restricted 526,693 Total liabilities and fund balances $ 764,005 CORPUS CHRISTI HOUSING FINANCE CORPORATION STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE SIX MONTHS ENDED MARCH 31,2024 Revenues Charges for services $ - Earnings on investments 13,904 Total revenues 13,904 Expenditures Community Development - Excess of revenues over expenditures $ 13,904 Fund Balance at September 30,2023 512,789 Fund balance at March 31, 2024 $ 526,693 se 0 A H v AGENDA MEMORANDUM ryCpgpOgpT EO Corpus Christi Housing Finance Corporation 1852 Meeting of May 14, 2024 DATE: May 14, 2024 TO: President and Honorable Board Members, Corpus Christi Housing Finance Corporation FROM: Constance P. Sanchez, Interim Director of Finance & Procurement ConstanceP(a)CCTexas.com (361) 826-3189 Corpus Christi Housing Finance Corporation Investment Policy and Investment Strategy CAPTION: Resolution amending and reaffirming the Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy for the Fiscal Year 2024-2025 SUMMARY: The Public Funds Investment Act requires annual review by the governing body of its Investment Policy and adoption of a written instrument stating that it has reviewed the investment policy and investment strategies. BACKGROUND AND FINDINGS: Under Texas Government Code, Chapter 2256, Subchapter A. Authorized Investments for Governmental Entities, the State of Texas delineates the types of investments and the investment rules that must be followed by governmental entities. This chapter is often referred to as the "Public Funds Investment Act". In accordance with the Public Funds Investment Act, the governing body must approve the Corpus Christi Housing Finance Corporation's Investment Policy and Strategy annually. Last year, the Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy was approved on February 21, 2023. There are no amendments being made to the previous fiscal year's 2022-2023 Investment Policy and Investment Strategies document. The Corporation's Investment Committee met on May 6, 2024 and approved the Investment Policy as presented, with no changes. The Investment Committee is comprised of the City Manager, Chief Financial Officer, Director of Finance, Assistant Director of Finance, and the Director of Management and Budget. Linda Patterson with Meeder Public Funds, the City's Investment Advisor, has also reviewed the Investment Policy and Investment Strategies. ALTERNATIVES: N/A FISCAL IMPACT: N/A Funding Detail: Fund: Organ ization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: The Investment Committee recommends approval of the resolution reaffirming the Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy for Fiscal Year 2024-2025 as presented. LIST OF SUPPORTING DOCUMENTS: Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy 2024- 2025 Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy 2024- 2025 (Red Line Version) Resolution Resolution amending and reaffirming the Investment Policy and Investment Strategy for the Corpus Christi Housing Finance Corporation Whereas, the Texas Public Funds Investment Act requires the governing body of the Corpus Christi Housing Finance Corporation (the "Corporation") to annually review, amend as necessary, and reaffirm its investment policy and investment strategy by resolution. Therefore, be it resolved by the Board of Directors of the Corpus Christi Housing Finance Corporation: Section 1. The Board has reviewed the Investment Policy and Investment Strategy, which is attached to this resolution as Exhibit A and is incorporated by reference into this resolution as if set out here in its entirety. Section 2. The Board finds that the Investment Policy and Investment Strategy is in the best interest of the Corporation and approves said Investment Policy and Investment Strategy as the Investment Policy and Investment Strategy of the Corporation. PASSED AND APPROVED on the day of 2024: ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION Rebecca Huerta, Secretary President Exhibit A Corpus Christi Housing Finance Corporation Investment Policy and Investment Strategy Adopted Date May 14, 2024 TABLE OF CONTENTS I. POLICY STATEMENT.....................................................................................2 II. SCOPE..........................................................................................................2 III. PRUDENCE .................................................................................................2 IV. OBJECTIVES................................................................................................3 V. LEGAL LIMITATIONS AND AUTHORITIES.....................................................3 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY..................................3 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ............5 VIII. AUTHORIZED INVESTMENTS ...................................................................5 IX. REPURCHASE AGREEMENT COLLATE RALIZATION .....................................7 X. SAFEKEEPING ..............................................................................................7 XI. INTERNAL CONTROLS ................................................................................8 XII. REPORTING ...............................................................................................9 XIII. DEPOSITORIES..........................................................................................9 XIV. AUDITS AND COMPLIANCE WITH LAWS............................................... 10 XV. INVESTMENT POLICY ADOPTION........................................................... 10 XVI. INVESTMENT STRATEGY....................................................................... 11 1 CORPUS CHRISTI HOUSING FINANCE CORPORATION INVESTMENT POLICY AND INVESTMENT STRATEGY Adopted, May 14, 2024 This Investment Policy ("Policy") sets forth the specific policies and guidelines and general strategy for the investment of funds of the Corpus Christi Housing Finance Corporation ("Corporation") in order to achieve the Corporation's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and investment strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the Corporation that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the Corporation and conforming to all federal, State and local laws, rules and regulations governing the investment of public funds. The receipt of a reasonable yield is secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the Corporation. II. SCOPE This Investment Policy applies to all the financial assets of the Corporation. All funds of the Corporation are pooled for investment purposes and efficiency into the Corporation's Investment Portfolio ("Portfolio"). All investments must be accounted for in the City of Corpus Christi's ("City") Annual Comprehensive Financial Report. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall Portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the Page 2 of 11 management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: A. Safety The preservation and safety of principal is the Corporation's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. B. Liquidity The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer,to assure that the Corporation meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. C. Diversification The Corporation will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. D. Yield The Portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the Corporation. V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with the Act, this Policy, and any applicable financial indentures or trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY All participants in the investment process shall seek to act responsibly as custodians of the public trust. A. Corporation Board The Corporation Board ("Board") has fiduciary responsibility for all funds. The Board is responsible for reviewing and adopting the Investment Policy and Investment Strategy on Page 3 of 11 no less than an annual basis. The Board has resolved to designate the Investment Committee and authorized Investment Officers of the City (as named in the City's Investment Policy and Investment Strategies) as the Corporation's Investment Committee and authorized Investment Officers, respectively. The Executive Director of the Corporation Board will coordinate with the Investment Officers on all strategy decisions and provide cash flow requirements. This will provide efficiency and cost effectiveness but retain control of investment strategy and final decision-making by the Corporation. The Board shall receive and review quarterly investment reports, approved by the Investment Committee, from the Investment Officers. B. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results.The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the Portfolio. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Policy to the Board. The Investment Committee will review quarterly investment reports before submission to the Board. C. Investment Officer The Investment Officers will be responsible for the daily operations of the investment program; shall comply with this Policy, the Act, and all applicable federal, State, and City laws, rules, and regulations; and will provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions and will direct the settlement and safekeeping of securities in accordance with any controlling Indenture of Trust, if applicable. Should funds be removed from a Trust or there is no Trust, the Investment Officers will settle investments into the Corporation's safekeeping account and provide documentation of the safekeeping to the Board representatives. The Investment Officers will follow training guidelines as set forth in the City's Investment Policy and Investment Strategies. D. Investment Advisor The Corporation may use the City's Investment Advisor, if applicable. The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. Page 4 of 11 E. Ethics and Conflicts of Interest Investment Officers shall comply with the Ethics and Conflicts of Interest section in the City's Investment Policy and Investment Strategies. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers the City's Investment Committee has approved, and all requirements for these institutions of the City are to be met for Corporation funds. No investment transactions may be entered into with a brokerage subsidiary of the City or the Corporation's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. The Investment Officers will provide each authorized financial institution and broker/dealer a copy of this Policy to ensure that they are familiar with the goals and objectives of the Corporation as required by the Act. Investments shall only be made with local government investment pools which have provided the Corporation with a written certification executed by a qualified representative of the pool acknowledging that the pool has: A. Received, and thoroughly reviewed the Policy; and B. Implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the Corporation's Portfolio or requires an interpretation of subjective investment standards. The Investment Officers will request the Investment Committee authorize the deletion of financial institutions or broker/dealers for: A. Slow response time; B. Inability to compete with other authorized firms; C. Insufficient market information on technical or fundamental expectations based on economic indicators; D. Failed transactions or continuing operations difficulties;or E. Unwillingness to abide by this Policy. Vill. AUTHORIZED INVESTMENTS A. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described by the Act. If additional types of securities are approved for investment Page 5 of 11 of public funds by State statute, they will not be eligible for investment by the Corporation until this Policy has been amended and the amended version adopted by the Board. The Corporation is not required to liquidate investments that were authorized investments at the time of purchase (2256.017). 1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding mortgage-backed securities, with a maximum stated maturity of three years [2256.009(a)(1)]. 2. Fully Federal Deposit Insurance Corporation (FDIC) insured depository certificates of deposit of a depository institution that has its main office or a branch office in Texas with a maximum maturity of two years (2256.010). 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this Policy and placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this State. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds (2256.011). 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 net asset value and specifically approved for participation by a resolution of the Board (2256.016). 5. AAA-rated, SEC registered no-load money market mutual funds which strive to maintain a $1 net asset value [2256.014(a)]. 6. Fully FDIC insured interest-bearing depository accounts of banks in Texas [2256.009(a)(7)]. 7. General debt obligations of any U.S. states, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years [2256.009(a)(5)]. 8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state, DVP to the Corporation's safekeeping agent, not to exceed two years to maturity. Before purchase,the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured [2256.010(b)]. 9. Al/P1, or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013). 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act (2256.015). 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act (2256.0115). B. Competitive Bidding Requirement It is the policy of the Corporation to require competitive bidding for all security purchases and sales, except for: Page 6 of 11 1. Transactions with money market mutual funds and local government investment pools; 2. Treasury and agency securities purchased at issue; 3. Automatic overnight "sweep"transactions with the Corporation depository; and 4. Repurchase agreements. Two or more bids or offers must be solicited for all other transactions involving individual securities with the exception of guaranteed investment contracts, which require at least three bids or offers. In situations where the exact security is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Certificates of deposit may be solicited in any manner permitted by the Act. C. Delivery versus Payment Requirement All security transactions, including collateral for repurchase agreements, shall be conducted on a DVP basis. D. The Portfolio, as a pooled fund group, shall have a maximum dollar-weighted average maturity of one year (365 days) IX. REPURCHASE AGREEMENT COLLATERALIZATION As a local government corporation, the Corporation is not authorized to have collateral pledged to it for time and demand bank deposits in accordance with FDIC regulations. Time and demand deposits in any bank holding company must be limited by the FDIC insurance level (currently $250,000), inclusive of accrued interest. A. Repurchase Agreements Owned Collateral Collateral under a repurchase agreement is owned by the Corporation. (2256.011) It will be held by an independent third-party safekeeping institution approved by the Corporation under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement are required and the counterparty is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the US Government, its agencies and instrumentalities including mortgage-backed securities and CIVIC) which pass the bank test; or 3. Debt obligations of any US state or US state sub-division rated A or better by at least one nationally recognized rating agency. Page 7 of 11 X. SAFEKEEPING The Corporation shall maintain safekeeping under the Indenture of Trust, if applicable. Should funds be removed from a Trust, or if there is no Trust, the Investment Officers will settle investments into the Corporation's safekeeping account and provide documentation of the safekeeping to the Board. All security transactions shall be settled on a DVP basis by the safekeeping institution (2256.005). Securities shall not be held in any brokerage account. Securities shall not be bought from the Corporation's depository in order to provide perfected DVP. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, Committee on Uniform Security Identification Procedures (CUSIP) number, and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this Policy. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. In conjunction with the annual financial audit, a compliance audit of management controls on investments and adherence to this Policy shall be performed. A. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the Corporation. The Executive Director will inform the Investment Officers of anticipated cash flows which will be used for cash flow and investment purposes. B. Loss of Rating The Investment Officers shall monitor the credit rating on all authorized investments in the Portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. An investment that requires a minimum rating under the Act does not qualify as an authorized investment during the period the investment does not have the minimum rating. The Corporation shall take all prudent measures that are consistent with this Policy to liquidate an investment that does not have the minimum rating. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Investment Committee of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options Page 8 of 11 available, within one week after the loss of the required rating (2256.021). C. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered certificates of deposit owned by the Corporation based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered certificates of deposit are owned by the Corporation, the Investment Officers shall immediately liquidate any brokered certificate of deposit which places the Corporation above the FDIC insurance level. XII. REPORTING In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall prepare and submit to the Investment Committee and the Board a written report of investment transactions for all funds covered by the Act and this Policy for the preceding reporting period within a reasonable time after the end of the period. The report must: A. Describe in detail the investment position of the Portfolio on the date of the report; B. Be prepared jointly by all Investment Officers of the Corporation; C. Be signed by each Investment Officer of the Corporation; D. Contain a summary statement of each pooled fund group that states the: 1. Beginning market value for the reporting period; 2. Ending market value for the period; and 3. Fully accrued interest for the reporting period; E. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; F. State the maturity date of each separately invested asset that has a maturity date; G. State the account or fund or pooled group fund in the Corporation for which each individual investment was acquired; and H. State the compliance of the Portfolio of the Corporation as it relates to: 1. The investment strategy expressed in this Policy; and 2. Relevant provisions of Section 2256.023 of the Act. The quarterly reports prepared by the Investment Officers shall be formally reviewed at least annually by the independent auditor of the City, and the result of the review shall be reported to the City Council by that auditor.The City Council will then distribute the results to the Board. Market prices for market value calculations shall be obtained from nationally recognized securities databases including those provided by the City's depository bank through its safekeeping services and Bloomberg Professional Services. Page 9 of 11 XIII. DEPOSITORIES The Corporation will use the City's depository bank or, if applicable,the depository listed in the Indenture of Trust. The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. AUDITS AND COMPLIANCE WITH LAWS Each banking institution agrees to comply with all federal, State, and local laws, rules, and regulations. The personnel or officers of such institution shall be fully qualified and authorized under federal, State, and local law to perform the services set out under this Policy. Each institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records of all contracts, invoices, materials, and other data relating to applicable investments. XV. INVESTMENT POLICY ADOPTION The Board shall review and adopt by resolution its Investment Policy and Investment Strategy not less than annually, and the approving resolution shall designate any changes made to the Policy and Strategy. <This space is intentionally left blank.> Page 10 of 11 XVI. INVESTMENT STRATEGY All funds of the Corporation are commingled for investment purposes and efficiency into one portfolio. The Corporation's Investment Portfolio ("Portfolio") will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs. The Portfolio is to be managed pro-actively considering ongoing market changes but is essentially a buy-and-hold portfolio. Information on expected expenditures from the Executive Director of the Board will be incorporated in Investment decisions. The overall investment program shall be designed and managed with a degree of professionalism worthy of public trust. The Portfolio is maintained to meet anticipated daily cash needs for Corporation operations. The objectives of the Portfolio are to: A. Ensure safety of principal by investing only in high-credit quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; B. Ensure that anticipated cash flows are matched with adequate investment liquidity; C. Limit market and credit risk through diversification; and D. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy. The Portfolio shall have a maximum dollar-weighted average maturity (WAM) of one year (365 days) designed to meet anticipated cash flow needs. The fund shall be laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and provide for reasonable extension. A minimum of 15% of the Portfolio shall be held in cash or cash equivalents for liquidity and no more than 40% may be invested longer than one year. Changes in the Corporation's cash flows may change percentage representations over time. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for a temporary period greater than thirty (30) days without the Investment Officers taking corrective action. The risks in the Portfolio shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the Corporation's cash flow requirements. Because this Portfolio is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury Bill for the comparable period. The fund should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. Page 11 of 11 Exhibit A Corpus Christi Housing Finance Corporation Investment Policy and Investment Strategy Adopted Date May 14, 202" '�, ' TABLE OF CONTENTS I. POLICY STATEMENT.....................................................................................2 II. SCOPE..........................................................................................................2 III. PRUDENCE .................................................................................................2 IV. OBJECTIVES................................................................................................3 V. LEGAL LIMITATIONS AND AUTHORITIES.....................................................3 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY..................................3 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ............5 VIII. AUTHORIZED INVESTMENTS ...................................................................5 IX. REPURCHASE AGREEMENT COLLATE RALIZATION .....................................7 X. SAFEKEEPING ..............................................................................................7 XI. INTERNAL CONTROLS ................................................................................8 XII. REPORTING ...............................................................................................9 XIII. DEPOSITORIES..........................................................................................9 XIV. AUDITS AND COMPLIANCE WITH LAWS............................................... 10 XV. INVESTMENT POLICY ADOPTION........................................................... 10 XVI. INVESTMENT STRATEGY....................................................................... 11 ADDCIUf 1.9 PESO RESOLUTION 1 CORPUS CHRISTI HOUSING FINANCE CORPORATION INVESTMENT POLICY AND INVESTMENT STRATEGY Adopted, May` 14, 202424- -3 This Investment Policy ("Policy") sets forth the specific policies and guidelines and general strategy for the investment of funds of the Corpus Christi Housing Finance Corporation ("Corporation") in order to achieve the Corporation's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and investment strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the Corporation that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the Corporation and conforming to all federal, State and local laws, rules and regulations governing the investment of public funds. The receipt of a reasonable yield is secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the Corporation. II. SCOPE This Investment Policy applies to all the financial assets of the Corporation. All funds of the Corporation are pooled for investment purposes and efficiency into the Corporation's Investment Portfolio ("Portfolio"). All investments must be accounted for in the City of Corpus Christi's ("City") Annual Comprehensive Financial Report. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall Portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the Page 2 of 4-211 management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: A. Safety The preservation and safety of principal is the Corporation's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. B. Liquidity The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer,to assure that the Corporation meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. C. Diversification The Corporation will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. D. Yield The Portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the Corporation. V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with the Act, this Policy, and any applicable financial indentures or trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY All participants in the investment process shall seek to act responsibly as custodians of the public trust. A. Corporation Board The Corporation Board ("Board") has fiduciary responsibility for all funds. The Board is responsible for reviewing and adopting the Investment Policy and Investment Strategy on Page 3 of 4-211 no less than an annual basis. The Board has resolved to designate the Investment Committee and authorized Investment Officers of the City (as named in the City's Investment Policy and Investment Strategies) as the Corporation's Investment Committee and authorized Investment Officers, respectively. The Executive Director of the Corporation Board will coordinate with the Investment Officers on all strategy decisions and provide cash flow requirements. This will provide efficiency and cost effectiveness but retain control of investment strategy and final decision-making by the Corporation. The Board shall receive and review quarterly investment reports, approved by the Investment Committee, from the Investment Officers. B. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results.The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the Portfolio. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Policy to the Board. The Investment Committee will review quarterly investment reports before submission to the Board. C. Investment Officer The Investment Officers will be responsible for the daily operations of the investment program; shall comply with this Policy, the Act, and all applicable federal, State, and City laws, rules, and regulations; and will provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions and will direct the settlement and safekeeping of securities in accordance with any controlling Indenture of Trust, if applicable. Should funds be removed from a Trust or there is no Trust, the Investment Officers will settle investments into the Corporation's safekeeping account and provide documentation of the safekeeping to the Board representatives. The Investment Officers will follow training guidelines as set forth in the City's Investment Policy and Investment Strategies. D. Investment Advisor The Corporation may use the City's Investment Advisor, if applicable. The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. Page 4 of 4-211 E. Ethics and Conflicts of Interest Investment Officers shall comply with the Ethics and Conflicts of Interest section in the City's Investment Policy and Investment Strategies. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers the City's Investment Committee has approved, and all requirements for these institutions of the City are to be met for Corporation funds. No investment transactions may be entered into with a brokerage subsidiary of the City or the Corporation's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. The Investment Officers will provide each authorized financial institution and broker/dealer a copy of this Policy to ensure that they are familiar with the goals and objectives of the Corporation as required by the Act. Investments shall only be made with local government investment pools which have provided the Corporation with a written certification executed by a qualified representative of the pool acknowledging that the pool has: A. Received, and thoroughly reviewed the Policy; and B. Implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the Corporation's Portfolio or requires an interpretation of subjective investment standards. The Investment Officers will request the Investment Committee authorize the deletion of financial institutions or broker/dealers for: A. Slow response time; B. Inability to compete with other authorized firms; C. Insufficient market information on technical or fundamental expectations based on economic indicators; D. Failed transactions or continuing operations difficulties;or E. Unwillingness to abide by this Policy. Vill. AUTHORIZED INVESTMENTS A. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described by the Act. If additional types of securities are approved for investment Page 5 of 4-211 of public funds by State statute, they will not be eligible for investment by the Corporation until this Policy has been amended and the amended version adopted by the Board. The Corporation is not required to liquidate investments that were authorized investments at the time of purchase (2256.017). 1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding R 884gage ba eked mortgage-backed securities, with a maximum stated maturity of three years [2256.009(a)(1)]. 2. Fully Federal Deposit Insurance Corporation (FDIC) insured depository certificates of deposit of a depository institution that has its main office or a branch office in Texas with a maximum maturity of two years (2256.010). 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this Policy and placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this State. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds (2256.011). 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 net asset value and specifically approved for participation by a resolution of the Board (2256.016). 5. AAA-rated, SEC registered no-load money market mutual funds which strive to maintain a $1 net asset value [2256.014(a)]. 6. Fully FDIC insured interest-bearing depository accounts of banks in Texas [2256.009(a)(7)]. 7. General debt obligations of any U.S. states, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years [2256.009(a)(5)]. 8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state, DVP to the Corporation's safekeeping agent, not to exceed two years to maturity. Before purchase,the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured [2256.010(b)]. 9. Al/P1, or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013). 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act (2256.015). 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act (2256.0115). B. Competitive Bidding Requirement It is the policy of the Corporation to require competitive bidding for all security purchases and sales, except for: Page 6 of 4-211 1. Transactions with money market mutual funds and local government investment pools; 2. Treasury and agency securities purchased at issue; 3. Automatic overnight "sweep"transactions with the Corporation depository; and 4. Repurchase agreements. Two or more bids or offers must be solicited for all other transactions involving individual securities with the exception of guaranteed investment contracts, which require at least three bids or offers. In situations where the exact security is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Certificates of deposit may be solicited in any manner permitted by the Act. C. Delivery versus Payment Requirement All security transactions, including collateral for repurchase agreements, shall be conducted on a DVP basis. D. The Portfolio, as a pooled fund group, shall have a maximum dollar-weighted average maturity of one year (365 days) IX. REPURCHASE AGREEMENT COLLATERALIZATION As a local government corporation, the Corporation is not authorized to have collateral pledged to it for time and demand bank deposits in accordance with FDIC regulations. Time and demand deposits in any bank holding company must be limited by the FDIC insurance level (currently $250,000), inclusive of accrued interest. A. Repurchase Agreements Owned Collateral Collateral under a repurchase agreement is owned by the Corporation. (2256.011) It will be held by an independent third-party safekeeping institution approved by the Corporation under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement are required and the counterparts is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the US Government, its agencies and instrumentalities including mortgage-backed securities and CIVIC) which pass the bank test; or 3. Debt obligations of any US state or US state sub-division rated A or better by at least one nationally recognized rating agency. Page 7 of 4-211 X. SAFEKEEPING The Corporation shall maintain safekeeping under the Indenture of Trust, if applicable. Should funds be removed from a Trust, or if there is no Trust, the Investment Officers will settle investments into the Corporation's safekeeping account and provide documentation of the safekeeping to the Board. All security transactions shall be settled on a DVP basis by the safekeeping institution (2256.005). Securities shall not be held in any brokerage account. Securities shall not be bought from the Corporation's depository in order to provide perfected DVP. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, Committee on Uniform Security Identification Procedures (CUSIP) number, and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this Policy. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. In conjunction with the annual financial audit, a compliance audit of management controls on investments and adherence to this Policy shall be performed. A. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the Corporation. The Executive Director will inform the Investment Officers of anticipated cash flows which will be used for cash flow and investment purposes. B. Loss of Rating The Investment Officers shall monitor the credit rating on all authorized investments in the Portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. An investment that requires a minimum rating under the Act does not qualify as an authorized investment during the period the investment does not have the minimum rating. The Corporation shall take all prudent measures that are consistent with this Policy to liquidate an investment that does not have the minimum rating. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Investment Committee of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options Page 8 of 4-211 available, within one week after the loss of the required rating (2256.021). C. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered certificates of deposit owned by the Corporation based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered certificates of deposit are owned by the Corporation, the Investment Officers shall immediately liquidate any brokered certificate of deposit which places the Corporation above the FDIC insurance level. XII. REPORTING In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall prepare and submit to the Investment Committee and the Board a written report of investment transactions for all funds covered by the Act and this Policy for the preceding reporting period within a reasonable time after the end of the period. The report must: A. Describe in detail the investment position of the Portfolio on the date of the report; B. Be prepared jointly by all Investment Officers of the Corporation; C. Be signed by each Investment Officer of the Corporation; D. Contain a summary statement of each pooled fund group that states the: 1. Beginning market value for the reporting period; 2. Ending market value for the period; and 3. Fully accrued interest for the reporting period; E. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; F. State the maturity date of each separately invested asset that has a maturity date; G. State the account or fund or pooled group fund in the Corporation for which each individual investment was acquired; and H. State the compliance of the Portfolio of the Corporation as it relates to: 1. The investment strategy expressed in this Policy; and 2. Relevant provisions of Section 2256.023 of the Act. The quarterly reports prepared by the Investment Officers shall be formally reviewed at least annually by the independent auditor of the City, and the result of the review shall be reported to the City Council by that auditor.The City Council will then distribute the results to the Board. Market prices for market value calculations shall be obtained from nationally recognized securities databases including those provided by the City's depository bank through its safekeeping services and Bloomberg Professional Services. Page 9 of 4-211 XIII. DEPOSITORIES The Corporation will use the City's depository bank or, if applicable,the depository listed in the Indenture of Trust. The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. AUDITS AND COMPLIANCE WITH LAWS Each banking institution agrees to comply with all federal, State, and local laws, rules, and regulations. The personnel or officers of such institution shall be fully qualified and authorized under federal, State, and local law to perform the services set out under this Policy. Each institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records of all contracts, invoices, materials, and other data relating to applicable investments. XV. INVESTMENT POLICY ADOPTION The Board shall review and adopt by resolution its Investment Policy and Investment Strategy not less than annually, and the approving resolution shall designate any changes made to the Policy and Strategy. <This space is intentionally left blank.> Page 10 of 4-211 XVI. INVESTMENT STRATEGY All funds of the Corporation are commingled for investment purposes and efficiency into one portfolio. The Corporation's Investment Portfolio ("Portfolio") will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs. The Portfolio is to be managed pro-actively considering ongoing market changes but is essentially a buy-and-hold portfolio. Information on expected expenditures from the Executive Director of the Board will be incorporated in Investment decisions. The overall investment program shall be designed and managed with a degree of professionalism worthy of public trust. The Portfolio is maintained to meet anticipated daily cash needs for Corporation operations. The objectives of the Portfolio are to: A. Ensure safety of principal by investing only in high-credit quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; B. Ensure that anticipated cash flows are matched with adequate investment liquidity; C. Limit market and credit risk through diversification; and D. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy. The Portfolio shall have a maximum dollar-weighted average maturity (WAM) of one year (365 days) designed to meet anticipated cash flow needs. The fund shall be laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and provide for reasonable extension. A minimum of 15% of the Portfolio shall be held in cash or cash equivalents for liquidity and no more than 40% may be invested longer than one year. Changes in the Corporation's cash flows may change percentage representations over time. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for a temporary period greater than thirty (30) days without the Investment Officers taking corrective action. The risks in the Portfolio shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the Corporation's cash flow requirements. Because this Portfolio is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury Bill for the comparable period. The fund should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. Page 11 of 4-211 Resolution Repealing Resolutions with Respect to the Issuance of Bonds to Finance Facilities for Greenwood Manor, LP approved on October 19, 2021, January 25, 2022, and February 1, 2023. Whereas, Corpus Christi Housing Finance Corporation (the "Corporation") is a nonprofit housing finance corporation duly organized and existing under the laws of the State of Texas, including particularly the Texas Housing Finance Corporations Act, as amended (the "Act") codified in Chapter 394 of the Texas Local Government Code; and Whereas, the City of Corpus Christi, Texas (the "City") has authorized and approved the creation of the Corporation to act on its behalf to further certain public purposes of the City; and Whereas, Greenwood Manor, LP, a limited partnership to be organized and exist under the laws of the State of Texas, requested that the Corporation consider financing for the acquisition and construction of multifamily housing facilities in Corpus Christi, together with real and personal property related thereto; and Whereas, Greenwood Manor, LP, commonly known as Alma at Greenwood, was proposed to be approximately 152 units of new construction garden style apartments built on 10 acres of the parcel at Greenwood Drive at Gollihar Road with legal description Paisley Hoffman 26.6223 Acs out of Lt 12 Sec D; and Whereas, on October 19, 2021 , January 25, 2022, and February 1, 2023, the Corporation approved Resolutions with Respect to the Issuance of Bonds to Finance Facilities for Greenwood Manor, LP to facilitate the approval of multifamily revenue bond reservations from the Texas Bond Review Board; and Whereas, the Corporation has not issued any multifamily revenue bonds related to Greenwood Manor, LP; and Whereas, Greenwood Manor, LP, has had substantial changes to the project's financing, types of units and uses, and site plan. Now therefore, be it resolved by the Corpus Christi Housing Finance Corporation of the City of Corpus Christi, Texas: Section 1. The Resolution with respect to the Issuance of Bonds to Finance Facilities for Greenwood Manor, LP approved on October 19, 2021, is repealed. Section 2. The Resolution with respect to the Issuance of Bonds to Finance Facilities for Greenwood Manor, LP approved on January 25, 2022, is repealed. Section 3. The Resolution with respect to the Issuance of Bonds to Finance Facilities for Greenwood Manor, LP approved on February 1 , 2023, is repealed. PASSED AND APPROVED on the day of May 2024: ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION Rebecca Huerta, Secretary President If-" 0/ RESOLUTION WITH RESPECT TO THE ISSUANCE OF BONDS TO FINANCE FACILITIES FOR GREENWOOD MANOR, LP WHEREAS, Corpus Christi Housing Finance Corporation (the "Corporation") is a nonprofit housing finance corporation duly organized and existing under the laws of the State of Texas, including particularly the Texas Housing Finance Corporations Act, as amended (the "Act") codified in Chapter 394 of the Texas Local Government Code; WHEREAS, the City of Corpus Christi, Texas (the "City") has authorized and approved the creation of the Corporation to act on its behalf to further certain public purposes of the City; WHEREAS, Greenwood Manor, LP, a limited partnership to be organized and existing under the laws of the State of Texas, has requested that the Corporation consider financing for the acquisition and construction of multifamily housing facilities in Corpus Christi, together with real and personal property related thereto, more particularly described on Exhibit A attached (the "Facilities"); WHEREAS, for purposes of this Resolution, Greenwood Manor, LP and any "related person" (within the meaning of Section 147 of the Internal Revenue Code of 1986, as amended) thereto, shall be referred to herein as the "Company"; WHEREAS, the Company has advised the Corporation that a contributing factor which would further induce the Company to proceed with providing for the acquisition, construction and equipment of the Facilities would be a commitment and agreement by the Corporation to issue bonds pursuant to the Act (the "Bonds") to finance and pay for the Facilities; WHEREAS, the Company has proposed to the Corporation that the Company, acting for the benefit of the Corporation, will be further induced to proceed with providing for the acquisition and construction of the Facilities if the Corporation will make such commitment and agreement and adopt this Resolution; WHEREAS, the Corporation finds, intends, and declares that this Resolution shall, in accordance with its provisions, constitute the commitment and agreement of the Corporation to issue the Bonds, in one or more series, in such aggregate principal amount, presently estimated to be $15,000,000, as is actually required to finance and pay for the acquisition, construction and equipment of the Facilities, together with all costs and fees of or incurred in connection with the issuance of the Bonds and the acquisition and construction of the Facilities, and interest costs and/or expenses during the estimated period of construction and for a reasonable period thereafter, to the extent permitted by federal or state law; and WHEREAS, the Corporation finds, considers, and declares that the issuance of the Bonds in such amount and for such purposes will be appropriate and consistent with the objectives of the Act, and that the adoption of this Resolution is and constitutes, and is SCANNED intended as (i) an inducement to the Company to proceed with providing the Facilities, (ii) the taking of affirmative official action by the Corporation, acting by and through its Board of Directors, towards the issuance of such Bonds, and that such action is, and is intended to be, similar to the adoption of a bond resolution, within the meaning of Section 1.142-4 of the U.S. Department of Treasury Regulations and Section 142 of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to Exempt Facility Bonds, (iii) the declaration of the intention of the Corporation, in accordance with the provisions of Section 1.150-2 of the U.S. Department of Treasury Regulations to reimburse expenditures for the Facilities at such time as the Bonds are issued, and (iv) applying to the Company or any "related person" (within the meaning of Section 147 of the Code) to the Company; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: Section 1. The Corporation is committed and agrees as follows: (a) To adopt a bond resolution or bond resolutions, when requested by the Company, authorizing the issuance of Bonds pursuant to the Act, and to issue the Bonds, subject to the requirements of the Act, the execution of the appropriate agreements or contracts described in subparagraph (b) below, and the sale of the Bonds under terms and conditions satisfactory to the Corporation and the Company, to finance and pay for the acquisition, construction and equipment of the Facilities, including amounts sufficient to pay the fees, expenses, and costs in connection with such issuance, including an amount adequate to reimburse the Corporation for its administrative and overhead expenses and costs with respect to the Bonds and the Facilities, with the Bonds to be payable from payments by the Company to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agents' and trustee's fees on, the Bonds, as and when the same shall become due and payable. (b) Prior to the issuance of the Bonds, when requested by the Company, to enter into such lease, use agreement, management agreement and/or any other appropriate contracts or agreements between the Corporation and the Company as are mutually acceptable in all respects to the Corporation and the Company, under which the Company will be obligated to make payments to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agent's and trustee's fees on, the Bonds, as and when the same shall become due and payable, and with such payments also to be sufficient to defray the Corporation's administrative, overhead, and other expenses and costs with respect to the Bonds and the Facilities. (c) To take, or cause to be taken, such other action, and to execute such additional contracts and agreements mutually agreeable to the parties in all respects, when requested by the Company, as may be required in accordance with the Act and this Resolution to cause the issuance of the Bonds. Section 2. The Company has executed and delivered to the Corporation an Inducement and Indemnity Agreement, the terms of which are incorporated by reference into this Resolution. By the acceptance of this Resolution and proceeding with the Facilities, the Company thereby agrees that it will fully indemnify and hold the City, the Corporation, and their respective officers, directors, employees, agents and attorneys, harmless from any and all damages, losses, and expenses, including attorneys' fees, arising at any time from or with respect to the Bonds and the Facilities, as more fully described in the Inducement and Indemnity Agreement. Section 3. The adoption of this Resolution shall be deemed to constitute the acceptance of the Company's proposal that it be further induced to proceed with providing for the acquisition, construction and equipment of the Facilities, and said proposal and acceptance shall constitute an agreement between the Corporation and the Company in accordance with the provisions of this Resolution. Section 4. Immediately after the adoption of this Resolution the acquisition, construction and equipment of the Facilities may commence and continue to completion in accordance with methods and procedures determined by the Company, or by the Company and the Corporation, pursuant to this Resolution and the agreement it constitutes. Section 4. The Secretary of the Board of Directors of the Corporation is hereby authorized and directed to transmit to proper representatives of the Company one or more certified copies of the Resolution and such parties are hereby authorized to rely upon this inducement for the purposes herein stated. PASSED AND APPROVED on the day of dG � , 2021: Paulette M. Guajardo A0 Michael T. Hunter John Martinez Mike Pusley IV Billy A. Lerma Ben Molina Roland Barrera Greg Smith P� Gil Hernandez ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION Te�.a �A4�� Rebecca Huerta, Secretary P eside/t EXHIBIT A Greenwood Manor would be 144-unit new construction garden style apartments. The apartments will be built on 10 acres of the parcel at Greenwood Drive at Gollihar Road with legal description Paisley Hoffman 26.6223 Acs out of Lt 12 Sec D. The development will contain 1 bedroom, 2 bedroom and 3 bedroom units in two and three story buildings. A large community building will contain the leasing office and management office plus a computer learning center, an after-school activities center and community space. The community building will also have an office for the on-site resident service provider. Onsite there will be playgrounds, a dog park and picnic table areas. The apartments will serve working families earning from 30% AMI to 60% of AMI. 15% of the total units or 22 units will be income and rent restricted to families at 30% of AMI. 85% of the total units or 122 units will be income and rent restricted to families at or less than 60% AMI. RESOLUTION WITH RESPECT TO THE ISSUANCE OF BONDS TO FINANCE FACILITIES FOR GREENWOOD MANOR, LP WHEREAS, Corpus Christi Housing Finance Corporation (the "Corporation") is a nonprofit housing finance corporation duly organized and existing under the laws of the State of Texas, including particularly the Texas Housing Finance Corporations Act, as amended (the "Act") codified in Chapter 394 of the Texas Local Government Code; WHEREAS, the City of Corpus Christi, Texas (the "City") has authorized and approved the creation of the Corporation to act on its behalf to further certain public purposes of the City; WHEREAS, Greenwood Manor, LP, a limited partnership to be organized and existing under the laws of the State of Texas, has requested that the Corporation consider financing for the acquisition and construction of multifamily housing facilities in Corpus Christi, together with real and personal property related thereto, more particularly described on Exhibit A attached (the "Facilities"); WHEREAS, for purposes of this Resolution, Greenwood Manor, LP, and any "related person" (within the meaning of Section 147 of the Internal Revenue Code of 1986, as amended) thereto, shall be referred to herein as the "Company"; WHEREAS, the Company has advised the Corporation that a contributing factor which would further induce the Company to proceed with providing for the acquisition, construction and equipment of the Facilities would be a commitment and agreement by the Corporation to issue bonds pursuant to the Act (the "Bonds") to finance and pay for the Facilities; WHEREAS, the Company has proposed to the Corporation that the Company, acting for the benefit of the Corporation, will be further induced to proceed with providing for the acquisition and construction of the Facilities if the Corporation will make such commitment and agreement and adopt this Resolution; WHEREAS, the Corporation finds, intends, and declares that this Resolution shall, in accordance with its provisions, constitute the commitment and agreement of the Corporation to issue the Bonds, in one or more series, in such aggregate principal amount, presently estimated to be $15,000,000, as is actually required to finance and pay for the acquisition, construction and equipment of the Facilities, together with all costs and fees of or incurred in connection with the issuance of the Bonds and the acquisition and construction of the Facilities, and interest costs and/or expenses during the estimated period of construction and for a reasonable period thereafter, to the extent permitted by federal or state law; and WHEREAS,the Corporation finds, considers, and declares that the issuance of the Bonds in such amount and for such purposes will be appropriate and consistent with the objectives of the Act, and that the adoption of this Resolution is and constitutes, and is intended as (i) an inducement to the Company to proceed with providing the Facilities, (ii) the taking of affirmative official action by the Corporation, acting by and through its Board of Directors, towards the issuance of such Bonds, and that such action is, and is intended to be, similar to the adoption of a bond resolution, within the meaning of Section 1.142-4 of the U.S. Department of Treasury Regulations and Section 142 of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to Exempt Facility Bonds, (iii) the declaration of the intention of the Corporation, in accordance with the provisions of Section 1.150-2 of the U.S. Department of Treasury Regulations to reimburse expenditures for the Facilities at such time as the Bonds are issued, and (iv) applying to the Company or any "related person" (within the meaning of Section 147 of the Code) to the Company; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: Section 1. The Corporation is committed and agrees as follows: (a) To adopt a bond resolution or bond resolutions, when requested by the Company, authorizing the issuance of Bonds pursuant to the Act, and to issue the Bonds, subject to the requirements of the Act, the execution of the appropriate agreements or contracts described in subparagraph (b) below, and the sale of the Bonds under terms and conditions satisfactory to the Corporation and the Company, to finance and pay for the acquisition, construction and equipment of the Facilities, including amounts sufficient to pay the fees, expenses, and costs in connection with such issuance, including an amount adequate to reimburse the Corporation for its administrative and overhead expenses and costs with respect to the Bonds and the Facilities, with the Bonds to be payable from payments by the Company to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agents' and trustee's fees on, the Bonds, as and when the same shall become due and payable. (b) Prior to the issuance of the Bonds, when requested by the Company, to enter into such lease, use agreement, management agreement and/or any other appropriate contracts or agreements between the Corporation and the Company as are mutually acceptable in all respects to the Corporation and the Company, under which the Company will be obligated to make payments to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agent's and trustee's fees on, the Bonds, as and when the same shall become due and payable, and with such payments also to be sufficient to defray the Corporation's administrative, overhead, and other expenses and costs with respect to the Bonds and the Facilities. (c) To take, or cause to be taken, such other action, and to execute such additional contracts and agreements mutually agreeable to the parties in all respects, when requested by the Company, as may be required in accordance with the Act and this Resolution to cause the issuance of the Bonds. 2 Section 2. The Company has executed and delivered to the Corporation an Inducement and Indemnity Agreement, the terms of which are incorporated by reference into this Resolution. By the acceptance of this Resolution and proceeding with the Facilities, the Company thereby agrees that it will fully indemnify and hold the City, the Corporation, and their respective officers, directors, employees, agents and attorneys, harmless from any and all damages, losses, and expenses, including attorneys' fees, arising at any time from or with respect to the Bonds and the Facilities, as more fully described in the Inducement and Indemnity Agreement. Section 3. The adoption of this Resolution shall be deemed to constitute the acceptance of the Company's proposal that it be further induced to proceed with providing for the acquisition, construction and equipment of the Facilities, and said proposal and acceptance shall constitute an agreement between the Corporation and the Company in accordance with the provisions of this Resolution. Section 4. Immediately after the adoption of this Resolution the acquisition, construction and equipment of the Facilities may commence and continue to completion in accordance with methods and procedures determined by the Company, or by the Company and the Corporation, pursuant to this Resolution and the agreement it constitutes. Section 4. The Secretary of the Board of Directors of the Corporation is hereby authorized and directed to transmit to proper representatives of the Company one or more certified copies of the Resolution and such parties are hereby authorized to rely upon this inducement for the purposes herein stated. PASSED AND APPROVED on the day of January, 2022: Paulette M. Guajardo Michael T. Hunter �1 John Martinez 6— e-- Mike Pusley e— Billy A. Lerma Ben Molina A A f— Roland Barrera Ae- Greg Smith 2 Gil Hernandez 3 ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION Rebecca Huerta, Secretary Michael Hunte , Pre ident 4 EXHIBIT A Greenwood Manor Apartments would be approximately 152 units of new construction garden style apartments. The apartments will be built on 10 acres of the parcel at Greenwood Drive at Gollihar Road with legal description Paisley Hoffman 26.6223 Acs out of Lt 12 Sec D. The development will contain 1 bedroom, 2 bedroom and 3 bedroom units in two story buildings. A large community building will contain the leasing office and management office plus a computer learning center, an after-school activities center and community space. The community building will also have an office for the on-site resident service provider. Onsite there will be playgrounds, a dog park and picnic table areas. 5 RESOLUTION WITH RESPECT TO THE ISSUANCE OF BONDS TO FINANCE FACILITIES FOR GREENWOOD MANOR, LP WHEREAS, Corpus Christi Housing Finance Corporation (the "Corporation") is a nonprofit housing finance corporation duly organized and existing under the laws of the State of Texas, including particularly the Texas Housing Finance Corporations Act, as amended (the "Act") codified in Chapter 394 of the Texas Local Government Code; WHEREAS, the City of Corpus Christi, Texas (the "City") has authorized and approved the creation of the Corporation to act on its behalf to further certain public purposes of the City; WHEREAS, GREENWOOD MANOR, LP, a limited partnership to be organized and existing under the laws of the State of Texas, has requested that the Corporation consider financing for the acquisition and construction of multifamily housing facilities in Corpus Christi, together with real and personal property related thereto, more particularly described on Exhibit A attached (the "Facilities"); WHEREAS, for purposes of this Resolution, GREENWOOD MANOR, LP, and any "related person" (within the meaning of Section 147 of the Internal Revenue Code of 1986, as amended) thereto, shall be referred to herein as the "Company"; WHEREAS, the Company has advised the Corporation that a contributing factor which would further induce the Company to proceed with providing for the acquisition, construction and equipment of the Facilities would be a commitment and agreement by the Corporation to issue bonds pursuant to the Act (the "Bonds") to finance and pay for the Facilities; WHEREAS, the Company has proposed to the Corporation that the Company, acting for the benefit of the Corporation, will be further induced to proceed with providing for the acquisition and construction of the Facilities if the Corporation will make such commitment and agreement and adopt this Resolution; WHEREAS, the Corporation finds, intends, and declares that this Resolution shall, in accordance with its provisions, constitute the commitment and agreement of the Corporation to issue the Bonds, in one or more series, in such aggregate principal amount, presently estimated to be $17,625,000, as is actually required to finance and pay for the acquisition, construction and equipment of the Facilities, together with all costs and fees of or incurred in connection with the issuance of the Bonds and the acquisition and construction of the Facilities, and interest costs and/or expenses during the estimated period of construction and for a reasonable period thereafter, to the extent permitted by federal or state law; and WHEREAS,the Corporation finds, considers, and declares that the issuance of the Bonds in such amount and for such purposes will be appropriate and consistent with the objectives of the Act, and that the adoption of this Resolution is and constitutes, and is intended as (i) an inducement to the Company to proceed with providing the Facilities, (ii) the taking of affirmative official action by the Corporation, acting by and through its Board of Directors, towards the issuance of such Bonds, and that such action is, and is intended to be, similar to the adoption of a bond resolution, within the meaning of Section 1.142-4 of the U.S. Department of Treasury Regulations and Section 142 of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to Exempt Facility Bonds, (iii) the declaration of the intention of the Corporation, in accordance with the provisions of Section 1.150-2 of the U.S. Department of Treasury Regulations to reimburse expenditures for the Facilities at such time as the Bonds are issued, and (iv) applying to the Company or any "related person" (within the meaning of Section 147 of the Code) to the Company; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: Section 1. The Corporation is committed and agrees as follows: (a) To adopt a bond resolution or bond resolutions, when requested by the Company, authorizing the issuance of Bonds pursuant to the Act, and to issue the Bonds, subject to the requirements of the Act, the execution of the appropriate agreements or contracts described in subparagraph (b) below, and the sale of the Bonds under terms and conditions satisfactory to the Corporation and the Company, to finance and pay for the acquisition, construction and equipment of the Facilities, including amounts sufficient to pay the fees, expenses, and costs in connection with such issuance, including an amount adequate to reimburse the Corporation for its administrative and overhead expenses and costs with respect to the Bonds and the Facilities, with the Bonds to be payable from payments by the Company to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agents' and trustee's fees on, the Bonds, as and when the same shall become due and payable. (b) Prior to the issuance of the Bonds, when requested by the Company, to enter into such lease, use agreement, management agreement and/or any other appropriate contracts or agreements between the Corporation and the Company as are mutually acceptable in all respects to the Corporation and the Company, under which the Company will be obligated to make payments to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agent's and trustee's fees on, the Bonds, as and when the same shall become due and payable, and with such payments also to be sufficient to defray the Corporation's administrative, overhead, and other expenses and costs with respect to the Bonds and the Facilities. (c) To take, or cause to be taken, such other action, and to execute such additional contracts and agreements mutually agreeable to the parties in all respects, when requested by the Company, as may be required in accordance with the Act and this Resolution to cause the issuance of the Bonds. 2 Section 2. The Company has executed and delivered to the Corporation an Inducement and Indemnity Agreement, the terms of which are incorporated by reference into this Resolution. By the acceptance of this Resolution and proceeding with the Facilities, the Company thereby agrees that it will fully indemnify and hold the City, the Corporation, and their respective officers, directors, employees, agents and attorneys, harmless from any and all damages, losses, and expenses, including attorneys' fees, arising at any time from or with respect to the Bonds and the Facilities, as more fully described in the Inducement and Indemnity Agreement. Section 3. The adoption of this Resolution shall be deemed to constitute the acceptance of the Company's proposal that it be further induced to proceed with providing for the acquisition, construction and equipment of the Facilities, and said proposal and acceptance shall constitute an agreement between the Corporation and the Company in accordance with the provisions of this Resolution. Section 4. Immediately after the adoption of this Resolution the acquisition, construction and equipment of the Facilities may commence and continue to completion in accordance with methods and procedures determined by the Company, or by the Company and the Corporation, pursuant to this Resolution and the agreement it constitutes. Section 4. The Secretary of the Board of Directors of the Corporation is hereby authorized and directed to transmit to proper representatives of the Company one or more certified copies of the Resolution and such parties are hereby authorized to rely upon this inducement for the purposes herein stated. PASSED AND APPROVED on the day of February 2023: Paulette Guajardo Aa Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mimic Pusley Everett Roy Dan Suckley 3 ATTEST: CORPUS CHRISTI HOUSING FINANCE ORPORATION Rebecca Huerta, Secretary President 4 EXHIBIT A Greenwood Manor, LP commonly known as ALMA at Greenwood would be approximately 152 units of new construction garden style apartments. The apartments will be built on 10 acres of the parcel at Greenwood Drive at Gollihar Road with legal description Paisley Hoffman 26.6223 Acs out of Lt 12 Sec D. The development will contain 1 bedroom, 2 bedroom and 3 bedroom units in two story buildings. A large community building will contain the leasing office and management office plus a computer learning center, an after-school activities center and community space. The community building will also have an office for the on-site resident service provider. Onsite there will be playgrounds, a dog park and picnic table areas. 5 SC O U NoAoRY° AGENDA MEMORANDUM xs52 Action Item for the City Council Meeting of May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Drew Molly, Chief Operations Officer for CCW kevi n n(a)cctexas.co m (361) 826-1874 Mary Rhodes Pipeline Phase 2 System Improvements Feasibility Study Cost-Share Agreement with the U.S. Army Corps of Engineers CAPTION: Motion authorizing a cost-share agreement with the U.S. Army Corps of Engineers (USACE) for design and construction to address streambank erosion control related to the Mary Rhodes Pipeline Phase 2 System Improvements project, located in the vicinity of the Mary Rhodes Pump Station near Bay City, in an amount not to exceed $4,629,100, with FY 2024 funding available from the Water Capital Fund and funding in the amount of$8,596,900 available from the USACE. The total projected cost for the streambank erosion improvement is estimated to be approximately $13,676,000, including phase one feasibility study. SUMMARY: This motion authorizes a cost-share agreement with the USACE for design and construction for streambank erosion control related to the Mary Rhodes Pipeline Phase 2 System Improvements project. The USACE will design and construct a stream bank erosion system that will protect the Mary Rhodes Pump Station from imminent threats along the portion of the Colorado River in the vicinity of the intake structure. BACKGROUND AND FINDINGS: In the 1990's the City of Corpus Christi was experiencing water shortages and former Mayor Mary Rhodes led an initiative to secure water rights from the Colorado River to provide for an additional water source to residents, businesses, and industries. Mayor Rhodes' initiative led to the development of the Mary Rhodes Pipeline. The pipeline consists of Phases 1 and 2. Phase 1 was constructed in 1998 and includes a 101-mile-long pipeline and several pump stations that transfer water from Lake Texana to the O.N. Stevens Water Treatment Plant. Phase 2 construction stated in 2014 and includes a 42-mile-long pipeline that has two pump stations and a sedimentation basin that starts at the Colorado River near Bay City, connecting to Phase 1 of the pipeline at Lake Texana. Following Hurricane Harvey and subsequent major rain events, portions of the riverbank along the Colorado River that are adjacent to the Mary Rhodes Pipeline Phase 2 water intake structure and pump station have experienced significant streambank erosion. In 2018, the City retained the Engineering firm Freese and Nichols, Inc. (FNI). to prepare a technical memorandum to assess the erosion at the riverbank, develop preliminary recommendations to repair and restore the riverbank and to prevent further threats to the Mary Rhodes Pipeline Phase 2 water intake structure and pump station. The report prepared by FNI was provided to U.S. Army Corps of Engineers (USACE) to request for funding assistance for the project. In their assessment, FNI indicated that the erosional process on the river has caused the streambank to recede approximately 10 to 12 feet and that it is approximately 15 to 40 feet from the pertinent structures of the intake structure, pump station, and sedimentation basins in various locations along the project area. Moreover, the erosion has compromised certain land structures, such as the pump station, alert warning infrastructure, power lines, and the sedimentation basin. Due to the escalating degradation of the area adjacent to the pump station (0.45 miles in length), the City proactively requested assistance from the USACE, in partnership with the City, to further investigate the issue and determine solutions for needed repairs under its Emergency Streambank and Shoreline Protection — Continuing Authorities Program (CAP). CAP authorizes the USACE to plan, design, and construct projects to assist local governments by investigating potential water resource issues. A CAP project is conducted in two stages: (1) a feasibility study, and (2) design and implementation (construction). Both stages of a CAP project are cost-shared between the federal government and the local government. On March 30,2021, the City Council approved the cost-share agreement with the USACE to conduct the feasibility study for stream bank erosion at the Mary Rhodes Phase II pump station. As per the cost-share agreement, The USACE contributed the first $100,000 and the remaining costs were cost-shared 50/50. The City and the USACE both contributed an additional $92,500 each. On March 29, 2022, The USACE requested additional funding in the amount of $82,500 to complete the feasibility study. The City Council approved the additional funding request during the May 24, 2022, Council meeting. The USACE also contributed $82,500. The City's total contribution was $175,000 and the total cost-share for the first stage was $450,000. The USACE completed the stage 1 feasibility study in 2023 and determined that the project could be accomplished through the USACE CAP program. The CAP's second stage will require the City to cost-share 35% of design and construction costs and the USACE will provide 65%. In 2023, the funding cap was raised from $5,000,000 to$10,000,000.The cost estimate for stage 2-design and implementation was determined to be the following: Design: USACE $796,900 and City $429,100. The construction portion of the project will be USACE $7,800,000, and City $4,200,000. The Federal costs associated with planning, design and construction may not exceed $10,000,000. This agenda item will authorize the City to enter into the cost-share agreement with the USACE for the second stage (design and construction), of the project. PROJECT TIMELINE: After City Council approval, the design, construction, and close-out will take approximately 2 years. ALTERNATIVES: An alternative is to not proceed with the cost-share agreement for the feasibility study with the U.S. Army Corps of Engineers, which will allow the erosion to continue along the Colorado Riverbank and remain an imminent threat to the Mary Rhodes Pump Station and intake structure. FISCAL IMPACT: This fiscal impact for FY 2024 is an amount of$4,629,100, with funding available from the Water Capital Fund. FUNDING DETAIL: This project is listed in the FY 2024 Capital Improvement Program. Fund: Water 2015 MRP2 (Fund 4095) Mission Elem: Water Distribution (041) Project: Mary Rhodes Pipeline Phase 2 System Improvements (19025A): Please reference project 20105A in the FY 2024-2025 Capital Budget. Account: Outside Consultants (550950) Activity: 19025-A 4095-EXP Amount $4,629,100 RECOMMENDATION: Staff recommends approval of the motion authorizing a cost-share agreement with the U.S. Army Corps of Engineers to design and construct streambank erosion control related to the Mary Rhodes Pipeline Phase 2 System Improvements project. LIST OF SUPPORTING DOCUMENTS: Feasibility cost share agreement Location and Vicinity maps Project management plan Lobbying certification Letter of intent Self-certification of financial capability Project Partnership Agreement k PROJECT LOCATION rr.: 60 SCALE: N.T.S. 35 GULF OF MEXICO , • . d VICINITY MAP PROJECT LOCATION BAY CITY NOT TO SCALE 60 35 PORT LAVACA MATAGORDA BAY 35 FULTON 4 GULF OF MEXICO PORTLAND CORPUS CHRISTI LOCATION MAP NOT TO SCALE PROJECT NUMBER: 19025A MARY RHODES PIPELINE CITY COUNCIL EXHIBIT PH. 2 SYSTEM IMPROVEMENTS CITYENT OF OFENGINRPUS ENGINEERING DEPARTMENT OF ENGINEERING SERVICES V441 ��♦ r - �{ ','fir ;,.'�. ,.� � ��. :• L fA t SCALE: N.T.S. • ` , � .. PROJECT LOCATION 4 'M "e "fit- i MARY RHODES PUMP STATION • a 35 OOLORApO � s w i AERIAL MAP s NOT TO SCALE PROJECT NUMBER: 19025A MARY RHODES PIPELINE EXHIBIT PH. 2 SYSTEM IMPROVEMENTS CITYENT OF OFENGINRPUS ENGINEERING DEPARTMENT OF ENGINEERING SERVICES V441 Capital Improvement Plan 2024 thru 2026 City of Corpus Christi, Texas Project# 19025 Project Name Mary Rhodes Pipeline II System Improvements (Bank Erosion) Type Improvement/Additions Department Water Department Useful Life 40 years Contact Director of Water Utilities Category Water Supply Priority Critical-Health&Safety Council District Outside City Limits Status Active - Description The City of Corpus Christi owns and operates the Mary Rhodes Phase II pipeline(MRPII)for the delivery of raw water to the O.N.Stevens Water Treatment Plant from the Colorado River.MRPII consists of 42 miles of pipeline to the Colorado River in Bay City,TX where the City has a run of the river water rights.This project includes various required improvements to Mary Rhodes Phase 2 pumping system.Improvements include, but are not limited to river bank stabilization due to natural erosion and other improvements as identified.The City applied and was selected for a cost share agreement with the U.S.Army Corps of Engineers under Section 14 of the Flood Control Act of 1946(Public Law 79-526)for a cost share agreement for the riverbank stabilization.The federal cost share portion will be up to$10 million for design and construction. Justification This project will improve pipeline efficiencies,reliability,and reduce costs. Expenditures Prior Years 2024 2025 2026 Total Planning 450,000 450,000 Construction/Rehab 10,750,000 1,500,000 12,250,000 Design 1,226,000 1,226,000 Eng,Admin Reimbursements 21,552 37,500 5373500 220,000 816,552 Total 471,552 1,263,500 11,287,500 1,720,000 14,742,552 Funding Sources Prior Years 2024 2025 2026 Total Grant-U.S.Army Corps of Engineers 275,000 769,900 7,800,000 8,784,745 Raw Water Fund 493,600 3,487,500 1,720,000 5,701,100 Revenue Bonds 196,552 191,552 Total 471,552 1,263,500 11,287,500 1,720,000 14,742,552 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. 358 I, , do hereby certify that I am the principal legal officer for the City of Corpus Christi,that the City of Corpus Chrisi is a legally constituted public body with full authority and legal capability to perform the terms of the Project Partnership Agreement between the Department of the Army and the City of Corpus Christi in connection with the Mary Rhodes Pump Station, and to pay damages, if necessary, in the event of the failure to perform in accordance with the terms of this Project Partnership Agreeemnt, as required by Section 221 of Public Law 91-611, as amended (42 U.S.C. 1962d-5b), and that the person who executed this Project Partnership Agreement on behalf of the City of Corpus Christi acted within statutory authority. IN WITNESS WHEREOF, I have made and executed this certification this day of 20 [INSERT TYPED NAME] [Insert Full Title] CERTIFICATION REGARDING LOBBYING The undersigned certifies,to the best of his or her knowledge and belief that: (1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, 'Disclosure Form to Report Lobbying," in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [SIGNATURE OF PPA SIGNATORY] [TYPED NAME] [TITLE IN FULL] DATE: PROJECT PARTNERSHIP AGREEMENT BETWEEN THE DEPARTMENT OF THE ARMY AND City of Corpus Christi FOR Mary Rhodes Pump Station,Bay City,Matagorda County, Texas THIS AGREEMENT is entered into this day of 1 , by and between the Department of the Army (hereinafter the "Government"), represented by the District Commander for Galveston District and the City of Corpus Christi, Texas (hereinafter the "Non-Federal Sponsor"), represented by its City Manager. WITNESSETH, THAT: WHEREAS, Section 14 of the Flood Control Act of 1946, as amended (33 U.S.C. 701r) (hereinafter"Section 14"), authorizes the Secretary to undertake construction, repair,restoration, and modification of emergency streambank and shoreline protection projects not specifically authorized by Congress to prevent damages to highways,bridge approaches, and public works, churches,hospitals, schools, and other non-profit public services; WHEREAS,pursuant to the authority provided in Section 14, design and construction of the Mary Rhodes Pump Station,Bay City,Matagorda County,Texas (hereinafter the "Project", as defined in Article I.A. of this Agreement)was approved by the Commander for the Galveston District on April 3, 2023. WHEREAS, the cost-sharing requirements for flood risk management as provided in Section 103 of the Water Resources Development Act(WRDA) of 1986, as amended (33 U.S.C. 2213), apply to the Project; WHEREAS, total Federal costs associated with planning, design, and construction of a project pursuant to Section 14 may not exceed $10,000,000; and WHEREAS, the Government and the Non-Federal Sponsor have the full authority and capability to perform in accordance with the terms of this Agreement and acknowledge that Section 221 of the Flood Control Act of 1970, as amended (42 U.S.C. 1962d-5b), provides that this Agreement shall be enforceable in the appropriate district court of the United States. NOW, THEREFORE, the parties agree as follows: A-1 ARTICLE I- DEFINITIONS A. The term "Project" means the Mary Rhodes Pump Station Emergency Streambank Protection, as generally described in the Final Detailed Project Report and Environmental Assessment], dated February 2023 and approved by the District Commander for Galveston District on April 3,2023. B. The term "HTRW" means hazardous, toxic, and radioactive wastes, which includes any material listed as a"hazardous substance" (42 U.S.C. 9601(14))regulated under the Comprehensive Environmental Response, Compensation, and Liability Act(hereinafter "CERCLA") (42 U.S.C. 9601-9675) and any other regulated material in accordance with applicable laws and regulations. C. The term "construction costs" means all costs incurred by the Government and Non- Federal Sponsor in accordance with the terms of this Agreement that are directly related to design and construction of the Project and cost shared. The term includes the Government's engineering, design, and construction costs; the Government's supervision and administration costs; the Non-Federal Sponsor's creditable costs for providing real property interests, placement area improvements, and relocations and for providing in-kind contributions, if any; costs for mitigation, including monitoring and adaptive management, if applicable; and the costs of historic preservation activities except for data recovery for historic properties. The term does not include any costs for construction, repair, restoration, relocation, or modification of the facility to be protected; operation, maintenance, repair, rehabilitation, or replacement; HTRW cleanup and response; dispute resolution; participation by the Government and the Non-Federal Sponsor in the Project Coordination Team to discuss significant issues and actions; audits; betterments; or the Non-Federal Sponsor's cost of negotiating this Agreement. D. The term "real property interests" means lands, easements, and rights-of-way, including those required for relocations and borrow and dredged material placement areas. Acquisition of real property interests may require the performance of relocations. E. The term "relocation" means the provision of a functionally equivalent facility to the owner of a utility, cemetery, highway, railroad, or public facility when such action is required by applicable legal principles of just compensation. Providing a functionally equivalent facility may include the alteration, lowering, raising, or replacement and attendant demolition of the affected facility or part thereof. F. The term "placement area improvements" means the improvements required on real property interests to enable the ancillary placement of material that has been dredged or excavated during construction, operation, and maintenance of the Project, including, but not limited to, retaining dikes, wasteweirs, bulkheads, embankments, monitoring features, stilling basins, and dewatering pumps and pipes. G. The term "functional portion thereof' means a portion of the Project that has been completed and that can function independently, as determined in writing by the District A-2 Commander for Galveston District(hereinafter the "District Commander"), although the remainder of the Project is not yet complete. H. The term "in-kind contributions" means those materials or services provided by the Non-Federal Sponsor that are identified as being integral to the Project by the District Commander for Galveston District(hereinafter the"District Commander"). To be integral to the Project, the material or service must be part of the work that the Government would otherwise have undertaken for design and construction of the Project. The in-kind contributions also include any initial investigations performed by the Non-Federal Sponsor to identify the existence and extent of any HTRW that may exist in, on, or under real property interests required for the Project; however, it does not include HTRW cleanup and response. I. The term "betterment" means a difference in design or construction of an element of the Project that results from the application of standards that the Government determines exceed those that the Government would otherwise apply to design or construction of that element. J. The term "fiscal year" means one year beginning on October I" and ending on September 301h of the following year. K. The term "Federal Participation Limit" means the $10,000,000 limitation on the Government's financial participation in the planning, design, and construction of the Project. ARTICLE 11 - OBLIGATIONS OF THE PARTIES A. In accordance with Federal laws,regulations, and policies,the Government shall undertake design and construction of the Project using funds appropriated by the Congress and funds provided by the Non-Federal Sponsor. In carrying out its obligations under this Agreement,the Non-Federal Sponsor shall comply with all the requirements of applicable Federal laws and implementing regulations, including but not limited to, if applicable, Section 601 of the Civil Rights Act of 1964, as amended(42 U.S.C. 2000d), and Department of Defense Directive 5500.11 issued pursuant thereto; the Age Discrimination Act of 1975 (42 U.S.C. 6102); and the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and Army Regulation 600-7 issued pursuant thereto. B. The Non-Federal Sponsor shall contribute a minimum of 35 percent, up to a maximum of 50 percent, of construction costs, as follows: 1. The Non-Federal Sponsor shall pay 5 percent of construction costs. 2. In accordance with Article III, the Non-Federal Sponsor shall provide the real property interests, placement area improvements, and relocations required for construction, operation, and maintenance of the Project. If the Government determines that the Non-Federal Sponsor's estimated credits for real property interests, placement area improvements, and relocations will exceed 45 percent of construction costs, the Government, in its sole discretion, may acquire any of the remaining real property interests, construct any of the remaining A-3 placement area improvements, or perform any of the remaining relocations with the cost of such work included as a part of the Government's cost of construction. Nothing in this provision affects the Non-Federal Sponsor's responsibility under Article IV for the performance and costs of any HTRW cleanup and response related thereto. 3. If providing in-kind contributions as a part of it cost share, the Non-Federal Sponsor shall obtain all applicable licenses and permits necessary for such work. As functional portions of the work are completed, the Non-Federal Sponsor shall begin operation and maintenance of such work. Upon completion of the work, the Non-Federal Sponsor shall so notify the Government within 30 calendar days and provide the Government with a copy of as- built drawings for the work. 4. After determining the amount to meet the 5 percent required by paragraph B.1., above, for the then-current fiscal year and after considering the estimated amount of credit that will be afforded to the Non-Federal Sponsor pursuant to paragraphs B.2. and B.3., above, the Government shall determine the estimated additional amount of funds required from the Non- Federal Sponsor to meet its minimum 35 percent cost share for the then-current fiscal year. No later than 60 calendar days after receipt of notification from the Government, the Non-Federal Sponsor shall provide the full amount of such required funds to the Government in accordance with Article VI.C. 5. No later than August 1st prior to each subsequent fiscal year, the Government shall provide the Non-Federal Sponsor with a written estimate of the full amount of funds required from the Non-Federal Sponsor during that fiscal year to meet its cost share. No later than September 1st prior to that fiscal year, the Non-Federal Sponsor shall provide the full amount of such required funds to the Government in accordance with Article VLC. C. To the extent practicable and in accordance with Federal law, regulations, and policies,the Government shall afford the Non-Federal Sponsor the opportunity to review and comment on contract solicitations,including relevant plans and specifications,prior to the Government's issuance of such solicitations; proposed contract modifications, including change orders; and contract claims prior to resolution thereof. Ultimately, the contents of solicitations, award of contracts, execution of contract modifications, and resolution of contract claims shall be exclusively within the control of the Government. D. The Government, as it determines necessary, shall undertake actions associated with historic preservation, including the identification and treatment of historic properties as those properties are defined in the National Historic Preservation Act of 1966, as amended (54 U.S.C. 300101-307108). All costs incurred by the Government for such work(including the mitigation of adverse effects other than data recovery) shall be included in construction costs and shared in accordance with the provisions of this Agreement. If historic properties are discovered during construction and the effect(s) of construction are determined to be adverse, strategies shall be developed to avoid, minimize, or mitigate these adverse effects. In accordance with 54 U.S.C. 312507, up to 1 percent of the total amount authorized to be appropriated for the Project may be applied toward data recovery of historic properties and such costs shall be borne entirely by the Government. In the event that costs associated with data recovery of historic properties exceed 1 A-4 percent of the total amount authorized to be appropriated for the Project, in accordance with 54 U.S.C. 312508, the Government will seek a waiver from the 1 percent limitation under 54 U.S.C. 312507 and upon receiving the waiver, will proceed with data recovery at full Federal expense. Nothing in this Agreement shall limit or otherwise prevent the Non-Federal Sponsor from voluntarily contributing costs associated with data recovery that exceed 1 percent. E. When the District Commander determines that construction of the Project, or a functional portion thereof, is complete, the District Commander shall so notify the Non-Federal Sponsor in writing within 30 calendar days of such determination, and the Non-Federal Sponsor, at no cost to the Government, shall operate,maintain, repair,rehabilitate, and replace the Project, or such functional portion thereof. Such activities will generally consist of operating and maintaining the constructed bank protection features. The Government shall furnish the Non- Federal Sponsor with an Operation, Maintenance, Repair, Rehabilitation, and Replacement Manual (hereinafter the"OMRR&R Manual") and copies of all as-built drawings for the completed work. 1. The Non-Federal Sponsor shall conduct its operation, maintenance, repair, rehabilitation, and replacement responsibilities in a manner consistent with the Project's authorized purpose and in accordance with applicable Federal laws and regulations, and the Government's specific directions in the OMRR&R Manual. The Government and the Non- Federal Sponsor shall consult on any subsequent updates or amendments to the OMRR&R Manual. 2. The Government may enter, at reasonable times and in a reasonable manner, upon real property interests that the Non-Federal Sponsor now or hereafter owns or controls to inspect the Project, and, if necessary, to undertake any work necessary to the functioning of the Project for its authorized purpose. If the Government determines that the Non-Federal Sponsor is failing to perform its obligations under this Agreement and the Non-Federal Sponsor does not correct such failures within a reasonable time after notification by the Government, the Government, at its sole discretion, may undertake any operation, maintenance, repair, rehabilitation, or replacement of the Project. No operation, maintenance,repair,rehabilitation, or replacement by the Government shall relieve the Non-Federal Sponsor of its obligations under this Agreement or preclude the Government from pursuing any other remedy at law or equity to ensure faithful performance of this Agreement. F. The Non-Federal Sponsor shall not use Federal Program funds to meet any of its obligations under this Agreement unless the Federal agency providing the funds verifies in writing that the funds are authorized to be used for the Project. Federal program funds are those funds provided by a Federal agency, plus any non-Federal contribution required as a matching share therefor. G. In addition to the ongoing, regular discussions between the parties regarding Project delivery, the Government and the Non-Federal Sponsor may establish a Project Coordination Team to discuss significant issues or actions. The Government's costs for participation on the Project Coordination Team shall not be included in construction costs that are cost shared but shall be included in calculating the Federal Participation Limit. The Non-Federal Sponsor's A-5 costs for participation on the Project Coordination Team shall not be included in construction costs that are cost shared and shall be paid solely by the Non-Federal Sponsor without reimbursement or credit by the Government. H. Notwithstanding any other provision of this Agreement, the Non-Federal Sponsor shall be responsible for all costs in excess of the Federal Participation Limit. I. The Non-Federal Sponsor may request in writing that the Government perform betterments on Non-Federal Sponsor's behalf. Each request shall be subject to review and written approval by the Division Commander. If the Government agrees to such request,the Non-Federal Sponsor, in accordance with Article VLF., must provide funds sufficient to cover the costs of such work in advance of the Government performing the work. In addition, the Non- Federal Sponsor is responsible for providing, at no cost to the Government, any additional real property interests, relocations, and placement area improvements determined by the Government to be required for construction, operation, and maintenance of such work. J. If, after completing the design portion of the Project, the parties mutually agree in writing not to proceed with construction of the Project,the parties shall conclude their activities relating to the Project and proceed to a final accounting in accordance with Article VI.E. ARTICLE III - REAL PROPERTY INTERESTS, PLACEMENT AREA IMPROVEMENTS, AND RELOCATIONS A. The Government, after consultation with the Non-Federal Sponsor, shall determine the real property interests required for construction, operation, and maintenance of the Project. The Government shall provide the Non-Federal Sponsor with general written descriptions, including maps as appropriate, of the real property interests that the Government determines the Non-Federal Sponsor must provide for construction, operation, and maintenance of the Project, and shall provide the Non-Federal Sponsor with a written notice to proceed with acquisition. Prior to initiating acquisition and in accordance with Article W.A., the Non-Federal Sponsor shall investigate to verify that HTRW does not exist in, on, or under the real property interests required for construction, operation, and maintenance of the Project. Subject to the requirements in Article IV.B., the Non-Federal Sponsor shall acquire the real property interests and shall provide the Government with authorization for entry thereto according to the Government's construction schedule for the Project. The Non-Federal Sponsor shall ensure that real property interests provided for the Project are retained in public ownership for uses compatible with the authorized purposes of the Project. B. The Government, after consultation with the Non-Federal Sponsor, shall determine the placement area improvements required for construction, operation, and maintenance of the Project, provide the Non-Federal Sponsor with general written descriptions, including maps as appropriate, of such improvements, and provide the Non-Federal Sponsor with a written notice to proceed with such improvements. The Non-Federal Sponsor shall construct the improvements in accordance with the Government's construction schedule for the Project. A-6 C. The Government, after consultation with the Non-Federal Sponsor, shall determine the relocations required for construction, operation, and maintenance of the Project, provide the Non-Federal Sponsor with general written descriptions, including maps as appropriate, of such relocations, and provide the Non-Federal Sponsor with a written notice to proceed with such relocations. The Non-Federal Sponsor shall perform or ensure the performance of these relocations in accordance with the Government's construction schedule for the Project. D. To the maximum extent practicable,no later than 30 calendar days after the Government provides the Non-Federal Sponsor with written descriptions and maps of the real property interests, placement area improvements, and relocations required for construction, operation, and maintenance of the Project,the Non-Federal Sponsor may request in writing that the Government acquire all or specified portions of such real property interests, construct placement area improvements, or perform the necessary relocations. If the Government agrees to such a request, the Non-Federal Sponsor, in accordance with Article VLF., must provide funds sufficient to cover the costs of the acquisitions,placement area improvements, or relocations in advance of the Government performing the work. The Government shall acquire the real property interests, construct the placement area improvements, and perform the relocations, applying Federal laws,policies, and procedures. The Government shall acquire real property interests in the name of the Non-Federal Sponsor except, if acquired by eminent domain, the Government shall convey all of its right, title and interest to the Non-Federal Sponsor by quitclaim deed or deeds. The Non-Federal Sponsor shall accept delivery of such deed or deeds. The Government's provision of real property interests, placement area improvements, or performing relocations on the Non-Federal Sponsor's behalf does not alter the Non-Federal Sponsor's responsibility under Article IV for the performance and costs of any HTRW cleanup and response related thereto. E. In acquiring the real property interests for the Project, the Non-Federal Sponsor assures the Government that it will comply with the following: (1)fair and reasonable relocation payments and assistance shall be provided to or for displaced persons, as are required to be provided by a Federal agency under 42 U.S.C. 4622, 4623 and 4624; (2)relocation assistance programs offering the services described in 42 U.S.C. 4625 shall be provided to such displaced persons; (3)within a reasonable period of time prior to displacement, comparable replacement dwellings will be available to displaced persons in accordance with 42 U.S.C. 4625(c)(3); (4)in acquiring real property, the Non-Federal Sponsor will be guided, to the greatest extent practicable under State law, by the land acquisition policies in 42 U.S.C. 4651 and the provisions of 42 U.S.C. 4652; and (5)property owners will be paid or reimbursed for necessary expenses as specified in 42 U.S.C. 4653 and 4654. A-7 ARTICLE IV- HTRW A. The Non-Federal Sponsor shall be responsible for undertaking any investigations to identify the existence and extent of any HTRW regulated under applicable law that may exist in, on, or under real property interests required for construction, operation, and maintenance of the Proj ect. B. In the event it is discovered that HTRW exists in, on, or under any of the real property interests needed for construction, operation, and maintenance of the Project, the Non-Federal Sponsor and the Government shall provide written notice to each other within 15 calendar days of such discovery, in addition to providing any other notice required by applicable law. If HTRW is discovered prior to acquisition, the Non-Federal Sponsor shall not proceed with the acquisition of such real property interests until the parties agree that the Non-Federal Sponsor should proceed. If HTRW is discovered after acquisition of the real property interests,no further Project activities within the contaminated area shall proceed until the parties agree on an appropriate course of action. C. If HTRW is found to exist in, on, or under any required real property interests, the parties shall consider any liability that might arise under applicable law and determine whether to initiate construction, or if already initiated, whether to continue, suspend, or terminate construction. 1. Should the parties initiate or continue construction, the Non-Federal Sponsor shall be solely responsible, as between the Government and the Non-Federal Sponsor, for the performance and costs of HTRW cleanup and response,including the costs of any studies and investigations necessary to determine an appropriate response to the contamination. The Non- Federal Sponsor shall pay such costs without reimbursement or credit by the Government. In no event will the Government proceed with that construction before the Non-Federal Sponsor has completed the required cleanup and response actions. 2. In the event the parties cannot reach agreement on how to proceed or the Non- Federal Sponsor fails to discharge its responsibilities under this Article upon direction by the Government, the Government may suspend or terminate construction. Additionally, the Government may undertake any actions it determines necessary to avoid a release of such HTRW with the Non-Federal Sponsor responsible for such costs without credit or reimbursement by the Government. D. In the event of a HTRW discovery, the Non-Federal Sponsor and the Government shall initiate consultation with each other within 15 calendar days in an effort to ensure that responsible parties bear any necessary cleanup and response costs as required by applicable law. Any decision made pursuant to this Article shall not relieve any third party from any HTRW liability that may arise under applicable law. A-8 E. To the maximum extent practicable, the Government and Non-Federal Sponsor shall perform their responsibilities under this Agreement in a manner that will not cause HTRW liability to arise under applicable law. F. As between the Government and the Non-Federal Sponsor, the Non-Federal Sponsor shall be considered the owner and operator of the Project for purposes of CERCLA liability or other applicable law. ARTICLE V - CREDIT FOR REAL PROPERTY INTERESTS, PLACEMENT AREA IMPROVEMENTS, RELOCATIONS, AND IN-KIND CONTRIBUTIONS A. The Government shall include in construction costs, and credit towards the Non- Federal Sponsor's share of such costs, the value of Non-Federal Sponsor provided real property interests, placement area improvements, and relocations, and the costs of in-kind contributions determined by the Government to be required for the Project. B. To the maximum extent practicable, no later than 3 months after it provides the Government with authorization for entry onto a real property interest or pays compensation to the owner, whichever occurs later, the Non-Federal Sponsor shall provide the Government with documents sufficient to determine the amount of credit to be provided for the real property interests in accordance with paragraph C.I. of this Article. To the maximum extent practicable, no less frequently than on a quarterly basis, the Non-Federal Sponsor shall provide the Government with documentation sufficient for the Government to determine the amount of credit to be provided for other creditable items in accordance with paragraph C. of this Article. C. The Government and the Non-Federal Sponsor agree that the amount of costs eligible for credit that are allocated by the Government to construction costs shall be determined and credited in accordance with the following procedures, requirements, and conditions and subject to audit in accordance with Article X.B. to determine reasonableness, allocability, and allowability of costs. 1. Real Property Interests. a. General Procedure. For each real property interest, the Non-Federal Sponsor shall obtain an appraisal of the fair market value of such interest that is prepared by a qualified appraiser who is acceptable to the parties. Subject to valid jurisdictional exceptions, the appraisal shall conform to the Uniform Standards of Professional Appraisal Practice. The appraisal must be prepared in accordance with the applicable rules of just compensation, as specified by the Government. (1) Date of Valuation. For any real property interests owned by the Non-Federal Sponsor on the effective date of this Agreement and required for construction performed after the effective date of this Agreement, the date the Non-Federal Sponsor provides the Government with authorization for entry thereto shall be used to determine the fair market value. For any real property interests required for in-kind contributions covered by an In-Kind A-9 Memorandum of Understanding between the Government and Non-Federal Sponsor(hereinafter the "In-Kind MOU"),the date of initiation of construction shall be used to determine the fair market value. The fair market value of real property interests acquired by the Non-Federal Sponsor after the effective date of this Agreement shall be the fair market value of such real property interests at the time the interests are acquired. (2) Except for real property interests acquired through eminent domain proceedings instituted after the effective date of this Agreement, the Non-Federal Sponsor shall submit an appraisal for each real property interest to the Government for review and approval no later than, to the maximum extent practicable, 60 calendar days after the Non- Federal Sponsor provides the Government with an authorization for entry for such interest or concludes the acquisition of the interest through negotiation or eminent domain proceedings, whichever occurs later. If, after coordination and consultation with the Government, the Non- Federal Sponsor is unable to provide an appraisal that is acceptable to the Government, the Government shall obtain an appraisal to determine the fair market value of the real property interest for crediting purposes. (3) The Government shall credit the Non-Federal Sponsor the appraised amount approved by the Government. Where the amount paid or proposed to be paid by the Non-Federal Sponsor exceeds the approved appraised amount, the Government, at the Non-Federal Sponsor's request, shall consider all factors relevant to determining fair market value and, in its sole discretion, after consultation with the Non-Federal Sponsor, may approve in writing an amount greater than the appraised amount for crediting purposes. b. Eminent Domain Procedure. For real property interests acquired by eminent domain proceedings instituted after the effective date of this Agreement, the Non- Federal Sponsor shall notify the Government in writing of its intent to institute such proceedings and submit the appraisals of the specific real property interests to be acquired for review and approval by the Government. If the Government provides written approval of the appraisals, the Non-Federal Sponsor shall use the amount set forth in such appraisals as the estimate of just compensation for the purpose of instituting the eminent domain proceeding. If the Government provides written disapproval of the appraisals, the Government and the Non-Federal Sponsor shall consult to promptly resolve the issues that are identified in the Government's written disapproval. In the event that the issues cannot be resolved, the Non-Federal Sponsor may use the amount set forth in its appraisal as the estimate of just compensation for the purpose of instituting the eminent domain proceeding. The fair market value for crediting purposes shall be either the amount of the court award for the real property interests taken or the amount of any stipulated settlement or portion thereof that the Government approves in writing. c. Waiver of Appraisal. Except as required by paragraph C.Lb. of this Article, the Government may waive the requirement for an appraisal pursuant to this paragraph if,in accordance with 49 C.F.R. Section 24.102(c)(2): (1) the owner is donating the real property interest to the Non- Federal Sponsor and releases the Non-Federal Sponsor in writing from its obligation to appraise A-10 the real property interest, and the Non-Federal Sponsor submits to the Government a copy of the owner's written release; or (2) the Non-Federal Sponsor determines that an appraisal is unnecessary because the valuation problem is uncomplicated and the anticipated value of the real property interest proposed for acquisition is estimated at$25,000 or less, based on a review of available data. When the Non-Federal Sponsor determines that an appraisal is unnecessary, the Non-Federal Sponsor shall prepare the written waiver valuation required by 49 C.F.R. Section 24.102(c)(2) and submit a copy thereof to the Government for approval. When the anticipated value of the real property interest exceeds $10,000, up to a maximum of$25,000, the Non- Federal Sponsor must offer the owner the option of having the Non-Federal Sponsor appraise the real property interest. d. Incidental Costs. The Government shall include in construction costs and credit towards the Non-Federal Sponsor's share of such costs, the incidental costs the Non- Federal Sponsor incurred in acquiring any real property interests required pursuant to Article III for the Project within a five-year period preceding the effective date of this Agreement, or at any time after the effective date of this Agreement, that are documented to the satisfaction of the Government. Such incidental costs shall include closing and title costs, appraisal costs, survey costs, attorney's fees, plat maps, mapping costs, actual amounts expended for payment of any relocation assistance benefits provided in accordance with Article III.E., and other payments by the Non-Federal Sponsor for items that are generally recognized as compensable, and required to be paid, by applicable state law due to the acquisition of a real property interest pursuant to Article III. 2. Placement Area Improvements. The Government shall include in construction costs and credit towards the Non-Federal Sponsor's share of such costs, the value of placement area improvements required for the Project. Only placement area improvements constructed after the effective date of this Agreement are eligible for credit, unless such placement area improvements were required for in-kind contributions covered by an In-Kind MOU. The value shall be equivalent to the costs, documented to the satisfaction of the Government,that the Non- Federal Sponsor incurred to provide any placement area improvements required for the Project. Such costs include actual costs of constructing the improvements; planning, engineering, and design costs; and supervision and administration costs,but shall not include any costs associated with betterments, as determined by the Government. 3. Relocations. The Government shall include in construction costs and credit towards the Non-Federal Sponsor's share of such costs, the value of any relocations performed by the Non-Federal Sponsor that are directly related to construction, operation, and maintenance of the Project. Only relocations performed after the effective date of this Agreement are eligible for credit, unless such relocations were required for in-kind contributions covered by an In-Kind MOU. a. For a relocation other than a highway,the value shall be only that portion of relocation costs that the Government determines is necessary to provide a functionally A-11 equivalent facility, reduced by depreciation, as applicable, and the salvage value of any removed items. b. For a relocation of a highway, which is any highway, roadway, or street, including any bridge thereof, that is owned by a public entity, the value shall be only that portion of relocation costs that would be necessary to accomplish the relocation in accordance with the design standard that the State of Texas would apply under similar conditions of geography and traffic load, reduced by the salvage value of any removed items. c. Relocation costs, as determined by the Government, include actual costs of performing the relocation; planning, engineering, and design costs; and supervision and administration costs. Relocation costs do not include any costs associated with betterments, as determined by the Government, nor any additional cost of using new material when suitable used material is available. 4. In-Kind Contributions. The Government shall include in construction costs and credit towards the Non-Federal Sponsor's share of such costs, the value of in-kind contributions that are integral to the Project. a. The value shall be equivalent to the costs, documented to the satisfaction of the Government, that the Non-Federal Sponsor incurred to provide the in-kind contributions, which may include engineering and design; construction; and supervision and administration, but shall not include any costs associated with betterments, as determined by the Government. Appropriate documentation includes invoices and certification of specific payments to contractors, suppliers, and the Non-Federal Sponsor's employees. b. No credit shall be afforded for the following: interest charges, or any adjustment to reflect changes in price levels between the time the in-kind contributions are completed and credit is afforded; the value of in-kind contributions obtained at no cost to the Non-Federal Sponsor; any in-kind contributions performed prior to the effective date of this Agreement unless covered by an In-Kind MOU; or costs that exceed the Government's estimate of the cost for such in-kind contributions. 5. Compliance with Federal Labor Laws. Any credit afforded under the terms of this Agreement is subject to satisfactory compliance with applicable Federal labor laws covering non-Federal construction, including, but not limited to, 40 U.S.C. 3141-3148 and 40 U.S.C. 3701-3708 (labor standards originally enacted as the Davis-Bacon Act,the Contract Work Hours and Safety Standards Act, and the Copeland Anti-Kickback Act), and credit may be withheld, in whole or in part, as a result of the Non-Federal Sponsor's failure to comply with its obligations under these laws. D. Notwithstanding any other provision of this Agreement, the Non-Federal Sponsor shall not be entitled to credit or reimbursement for real property interests that were previously provided as an item of local cooperation for another Federal project or for real property interests that are part of the tract of land on which the facility or structure to be protected is located, if A-12 such tract of land was owned by either the Non-Federal Sponsor or the owner of such facility or structure on the effective date of this Agreement. ARTICLE VI- PAYMENT OF FUNDS A. As of the effective date of this Agreement, construction costs are projected to be $13,226,000, with the Government's share of such costs projected to be $8,597,000 and the Non- Federal Sponsor's share of such costs projected to be $4,629,000, which includes the 5 percent contribution of funds projected to be $661,000, creditable real property interests, relocations, and placement area improvements projected to be $101,000, and the additional amount of funds required to meet the minimum 35 percent cost share projected to be $3,867,000. Average annual costs for operation, maintenance, repair, replacement, and rehabilitation of the Project are projected to be $545,000. These amounts are estimates only that are subject to adjustment by the Government and are not to be construed as the total financial responsibilities of the Government and the Non-Federal Sponsor. B. The Government shall provide the Non-Federal Sponsor with monthly reports setting forth the estimated construction costs and the Government's and Non-Federal Sponsor's estimated shares of such costs; costs incurred by the Government, using both Federal and Non- Federal Sponsor funds, to date; the amount of funds provided by the Non-Federal Sponsor to date; the estimated amount of any creditable real property interests, placement area improvements, and relocations; the estimated amount of any creditable in-kind contributions; and the estimated amount of funds required from the Non-Federal Sponsor during the upcoming fiscal year. C. The Non-Federal Sponsor shall provide the funds required to meet its share of construction costs by delivering a check payable to "FAO, USAED, Galveston District, M3" to the District Commander, or verifying to the satisfaction of the Government that the Non-Federal Sponsor has deposited such required funds in an escrow or other account acceptable to the Government, with interest accruing to the Non-Federal Sponsor, or by providing an Electronic Funds Transfer of such required funds in accordance with procedures established by the Government. D. The Government shall draw from the funds provided by the Non-Federal Sponsor to cover the non-Federal share of construction costs as those costs are incurred. If the Government determines at any time that additional funds are needed from the Non-Federal Sponsor to cover the Non-Federal Sponsor's required share of such construction costs, the Government shall provide the Non-Federal Sponsor with written notice of the amount of additional funds required. Within 60 calendar days from receipt of such notice, the Non-Federal Sponsor shall provide the Government with the full amount of such additional required funds. E. Upon completion of construction and resolution of all relevant claims and appeals and eminent domain proceedings, the Government shall conduct a final accounting and furnish the Non-Federal Sponsor with the written results of such final accounting. Should the final accounting determine that additional funds are required from the Non-Federal Sponsor,the Non- A-13 Federal Sponsor, within 60 calendar days of receipt of written notice from the Government, shall provide the Government with the full amount of such additional required funds by delivering a check payable to"FAO, USAED, Galveston District, MY' to the District Commander, or by providing an Electronic Funds Transfer of such funds in accordance with procedures established by the Government. Such final accounting does not limit the Non-Federal Sponsor's responsibility to pay its share of construction costs, including contract claims or any other liability that may become known after the final accounting. If the final accounting determines that funds provided by the Non-Federal Sponsor exceed the amount of funds required to meet its share of construction costs, the Government shall refund such excess amount, subject to the availability of funds for the refund. F. If the Government agrees to acquire or perform, as applicable, real property interests, placement area improvements, relocations, or betterments on the Non-Federal Sponsor's behalf, the Government shall provide written notice to the Non-Federal Sponsor of the amount of funds required to cover such costs. No later than 60 calendar days of receipt of such written notice,the Non-Federal Sponsor shall make the full amount of such required funds available to the Government through either payment method specified in Article VI.E. If at any time the Government determines that additional funds are required to cover such costs,the Non-Federal Sponsor shall provide those funds within 30 calendar days from receipt of written notice from the Government. If the Government determines that funds provided by the Non-Federal Sponsor exceed the amount that was required for the Government to complete such work,the Government shall refund any remaining unobligated amount. ARTICLE VII - TERMINATION OR SUSPENSION A. If at any time the Non-Federal Sponsor fails to fulfill its obligations under this Agreement, the Government may suspend or terminate construction of the Project unless the Assistant Secretary of the Army (Civil Works) determines that continuation of such work is in the interest of the United States or is necessary in order to satisfy agreements with other non-Federal interests. B. If the Government determines at any time that the Federal funds made available for construction of the Project are not sufficient to complete such work, the Government shall so notify the Non-Federal Sponsor in writing within 30 calendar days, and upon exhaustion of such funds, the Government shall suspend construction until there are sufficient funds appropriated by the Congress and funds provided by the Non-Federal Sponsor to allow construction to resume. C. If HTRW is found to exist in, on, or under any required real property interests, the parties shall follow the procedures set forth in Article IV. D. In the event of termination, the parties shall conclude their activities relating to design and construction of the Project. To provide for this eventuality, the Government may reserve a percentage of available funds as a contingency to pay the costs of termination, including any costs of resolution of real property acquisition, resolution of contract claims, and resolution of contract modifications. A-14 E. Any suspension or termination shall not relieve the parties of liability for any obligation incurred. Any delinquent payment owed by the Non-Federal Sponsor pursuant to this Agreement shall be charged interest at a rate, to be determined by the Secretary of the Treasury, equal to 150 per centum of the average bond equivalent rate of the 13 week Treasury bills auctioned immediately prior to the date on which such payment became delinquent, or auctioned immediately prior to the beginning of each additional 3 month period if the period of delinquency exceeds 3 months. ARTICLE VIII - HOLD AND SAVE The Non-Federal Sponsor shall hold and save the Government free from all damages arising from design, construction, operation, maintenance, repair, rehabilitation, and replacement of the Project, except for damages due to the fault or negligence of the Government or its contractors. ARTICLE IX - DISPUTE RESOLUTION As a condition precedent to a party bringing any suit for breach of this Agreement, that party must first notify the other party in writing of the nature of the purported breach and seek in good faith to resolve the dispute through negotiation. If the parties cannot resolve the dispute through negotiation, they may agree to a mutually acceptable method of non-binding alternative dispute resolution with a qualified third party acceptable to the parties. Each party shall pay an equal share of any costs for the services provided by such a third party as such costs are incurred. The existence of a dispute shall not excuse the parties from performance pursuant to this Agreement. ARTICLE X -MAINTENANCE OF RECORDS AND AUDITS A. The parties shall develop procedures for the maintenance by the Non-Federal Sponsor of books,records, documents, or other evidence pertaining to costs and expenses for a minimum of three years after the final accounting. The Non-Federal Sponsor shall assure that such materials are reasonably available for examination, audit, or reproduction by the Government. B. The Government may conduct, or arrange for the conduct of, audits of the Project. Government audits shall be conducted in accordance with applicable Government cost principles and regulations. The Government's costs of audits shall not be included in construction costs, but shall be included in calculating the Federal Participation Limit. C. To the extent permitted under applicable Federal laws and regulations, the Government shall allow the Non-Federal Sponsor to inspect books, records, documents, or other evidence pertaining to costs and expenses maintained by the Government, or at the Non-Federal Sponsor's request, provide to the Non-Federal Sponsor or independent auditors any such A-15 information necessary to enable an audit of the Non-Federal Sponsor's activities under this Agreement. The Non-Federal Sponsor shall pay the costs of non-Federal audits without reimbursement or credit by the Government. ARTICLE XI- RELATIONSHIP OF PARTIES In the exercise of their respective rights and obligations under this Agreement, the Government and the Non-Federal Sponsor each act in an independent capacity, and neither is to be considered the officer, agent, or employee of the other. Neither party shall provide,without the consent of the other party, any contractor with a release that waives or purports to waive any rights a party may have to seek relief or redress against that contractor. ARTICLE XII -NOTICES A. Any notice, request, demand, or other communication required or permitted to be given under this Agreement shall be deemed to have been duly given if in writing and delivered personally or mailed by registered or certified mail, with return receipt, as follows: If to the Non-Federal Sponsor: City of Corpus Christi 2726 Holly Rd Corpus Christi,TX 78415 If to the Government: District Commander U.S. Army Corps of Engineers, Galveston District 2000 Fort Point Rd Galveston, TX 77550 B. A party may change the recipient or address to which such communications are to be directed by giving written notice to the other party in the manner provided in this Article. ARTICLE XIII - CONFIDENTIALITY To the extent permitted by the laws governing each party, the parties agree to maintain the confidentiality of exchanged information when requested to do so by the providing party. ARTICLE XIV - THIRD PARTY RIGHTS, BENEFITS, OR LIABILITIES A-16 Nothing in this Agreement is intended, nor may be construed, to create any rights, confer any benefits, or relieve any liability, of any kind whatsoever in any third person not a party to this Agreement. "ARTICLE XV - OBLIGATIONS OF FUTURE APPROPRIATIONS The Non-Federal Sponsor intends to fulfill fully its obligations under this Agreement. Nothing herein shall constitute, nor be deemed to constitute, an obligation of future appropriations by the [Insert name of the legislative body that makes the appropriations, e.g.,legislature of the State of New York or the New York City Council], where creating such an obligation would be inconsistent with [Insert the specific citation to the constitutional or statutory limitation on committing future appropriations]. If the Non-Federal Sponsor is unable to, or does not, fulfill its obligations under this Agreement,the Government may exercise any legal rights it has to protect the Government's interests." IN WITNESS WHEREOF,the parties hereto have executed this Agreement,which shall become effective upon the date it is signed by the [TITLE OF THE GOVERNMENT REPRESENTATIVE SIGNING THE AGREEMENT]. DEPARTMENT OF THE ARMY CITY OF CORPUS CHRISTI BY: BY: Rhett A. Blackmon Galveston District DATE: DATE: A-17 NON-FEDERAL SPONSOR'S SELF-CERTIFICATION OF FINANCIAL CAPABILITY FOR AGREEMENTS I , do hereby certify that I am the Chief Financial Officer of the City of Corpus Christi (the "Non-Federal Sponsor"); that I am aware of the financial obligations of the Non-Federal Sponsor for the Mary Rhodes Pump Station; and that the Non- Federal Sponsor has the financial capability to satisfy the Non-Federal Sponsor's obligations under the Project Partnership Agreement. IN WITNESS WHEREOF, I have made and executed this certification this day of BY: TITLE: Chief Financial Officer DATE: 4--) uo U c O U � Q s � s cn 4� n o Q� i ._ a W uu 4� p 4- m �— o E cn s a L O ■- L- Lu -0 � N o O C) c V p- C ■- +r O � Z _ c� � s s oN wow' � •� v a� ILL m a,� � � �' •� � 0 L a1 o u M U O aA � O -0 N a--+ +�+ O p[ � U o U .� U M O r-I 2 r-I DC 01 � U O .CL O o CL N E N � a v D U Q aD E Q ofa--+ a) — n N Z3 7 Om Qa) w N NLn +- CLO N 4-j O E N a=+ cB aJ CL FZ m a) c% Qa o= g o a 0 9 am A� h � �d O w. %----------------------------- ,epag6----------------- ----- uaVsj3Lr a° h V 9 N N t�i O m A L o �a ��pqc a O 0 Ln 4-j U > L N O — — p pC p w L Q) a� aA O CDp U O d) o L p cn O 00 , O c6 O U \ cn >� .O N cn [6 N U Q (i) CL0LU • 'I S �1 5 W V }' 4 �-j ._ cn c� •— c�� U D ' +-j O U L CAA O H O caw a) p 0 E tA C E � , � Q � u � a i o Qw •� N ° � 0 0 . � O U � C6 [6 � O .N u +, � bD U V� p pU •§ Q U cn m C � Q �Z Art Jr,!tc 1•N d E uu ri � �y�•� � 'm � m sy. LJ I+ o TT S� L `r Y W V p � N 2 C Y O � U O 7 O _ � O U v }12f (6 = L N v Q - .LI Q o r m J 6l X N N �. LL � O ■ O N 4-i N ON Ca. 3:� � N � M _0 O Q0= >� C: O — ca O Q01 00 W 4- O 00 L Q f6 4-- `~ ca Om o cO O 4--+ N O Q) l0 Ln O },O 0 `n C1A N -0O U O00 woo � o-o X Q) 0 w i c6 O " 0 ) �� � 0 LL ob -0 `~ N Ln U N v�i U L t 0 rl' ++ I .c U • • ) O UU NO H� �� U = C�10 N� 73 V) CL4-J V) 0 � U 0_ 0_ r- c � 4- •O — 0w .N W O to •L- 0- a) � 4� � own N (D � O oQca � ,� 0 r> cu cu t� o 4-0 � 4� CL o ca a) `ua) �, � � O wa) ._ o U o s � 4-0 cn cu -0 >s C/) L EcUU) a) a) }' °) ° ° •moo Cn W Q) CQ (n U � - Cl) (n u l 1 O +-j W CY � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Kevin Smith, Director of Aviation kevinsQ@cctexas.com (361) 826-1292 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Air Service Development Consulting Services for CCIA CAPTION: Motion executing professional two-year service agreements with the option to extend for up to two additional one-year periods, with InterVISTAS Consulting USA, Inc. of Washington D.C. and Crawford, Murphy & Tilly, Inc. of Springfield, Illinois, for a total combined amount of $400,000.00 with a potential amount of $800,000.00 if all options are exercised, for air service development consulting services, from the Operating Budget in Fund 4610. SUMMARY: In order to attract and retain air service, Corpus Christi International Airport (CCIA) staff retain third-party experts to gather and interpret data and build persuasive cases for airlines. Most airports use industry consultants to complement airport and community staff. Consultants typically work with airport staff to prepare for airline meetings, industry conferences, air service development meetings, and other discussions that require informational or persuasive content. CCIA staff have worked closely with Crawford, Murphy, and Tilly (CMT) for nearly two years. Total expenditures with CMT to date total $44,505. In this time, CMT has accompanied CCIA staff to dozens of one-on-one airline meetings at approximately seven air service conferences. Recent air service development accomplishments that can be attributed to work completed by CMT include: • Three airline site visits to Corpus Christi, and one meeting at an airline headquarters. • Seasonal weekly Southwest service to Dallas Love Airport • Regular weekly calls with a charter operator interested in starting small intra-state service • Foundation of minimum revenue guarantee structure, resulting in an international air carrier receiving federal approval to fly routes from CCIA Airport staff is seeking to extend this relationship in the form of a service agreement for two years with two optional one-year extensions. The service agreement amount is not to exceed $100,000 per year for two years. Additionally, airport staff seeks to enter into a service agreement with InterVISTAS, a consulting company that specializes in data gathering and interpretation, airport incentives, and small community air service development. InterVISTAS will provide dashboards and data to track passenger leakage to other airports, airline load factors, industry trends and forecasts, and other important data points that airport staff must monitor. InterVISTAS staff have networks to complement CMT's network, including former employees of Denver International Airport and subject matter experts in small community air service. The service agreement amount is not to exceed $100,000 per year for two years. With the requested new agreements, CCIA staff expects to continue to build and expand relationships with key airline decision makers. Staff intends to attend multiple air service conferences each year to continue persuasively presenting the case for air service to Corpus Christi. In addition to these conferences, CCIA intends to leverage relationships to schedule additional meetings, in-person visits to the airport, and airline headquarters. The ultimate goal of these agreements is to augment staff efforts and resources to retain and enhance air service from CCIA. BACKGROUND AND FINDINGS: Since 2020, Corpus Christi International Airport has made drastic organizational change to make the airport more attractive for growth. These changes include land appraisals and rental adjustments, new restaurant concessions, parking restructuring, and terminal renovations and improvements to include restrooms, an outdoor patio, boarding bridges, and gate lounge seating. These changes improve the customer experience and lowers our cost per enplanement (CPE), which is an important metric for airlines to consider when entering a new market. However, while airport staff have removed internal barriers to growth, the state of the industry has forced airlines to slow growth and take a much more conservative approach to new air service. Airports must deliver complete, data-driven persuasive arguments for airlines to consider new service in their community, and third-party consultants provide the expertise to craft these messages. Consultants assist with background information, demographic and economic data, financial and operational forecasting, scheduling, airport incentives, and other aspects of the airlines' air service decision. CCIA began working with CMT in 2022 and their consulting team has accompanied airport staff to numerous airline meetings and conferences. The relationships built in this time have developed into prospective service from multiple air carriers, and staff believes it best to continue working with CMT personnel to leverage those relationships and continue the narratives that are ongoing. Additionally, the benefit of adding InterVISTAS is having a second firm to complement CMT's strengths and networks, and to leverage their staff's ability to gather and interpret data. By using InterVISTAS data sources and expertise, the airport can craft more informative and persuasive content for airlines and other stakeholders. InterVISTAS staff can connect CCIA with the air service development teams at Denver International Airport and other key focus cities for our community. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Qualifications (RFQ) to obtain qualified firms to provide air service development consulting services for Aviation and receive two responsive, responsible respondents which were evaluated by the City's evaluation committee. All firms were interviewed according to technical and evaluation criteria on the RFQ. The evaluation committee was comprised of three members from Aviation. During the interview process the evaluation committee rated each respondent and scored according to 1) firm's experience, 2) team experience and 3) understanding of the project scope. Final scores were tabulated for each firm to determine the highest-ranking firm. Staff is recommending award to InterVISTAS Consulting USA, Inc. and Crawford, Murphy & Tilly, Inc. based on their expertise on industries best practices, and airline negotiations. ALTERNATIVES: Alternatives include only awarding a service agreement to one firm, which will limit staff's abilities and resources. Alternatives also include not awarding a service agreement to either firm, but Airport staff does not have an allocated Air Service Development position on staff. FISCAL IMPACT: The FY24 budget included funds in the amount of $100,000 for professional services. The new consulting service agreement is within funds available for this fiscal year. FUNDING DETAIL: Fund: 4610 Organization/Activity: 35000 Department: 53 Project # (CIP Only): N/A Account: 530000 RECOMMENDATION: City staff recommend approving this motion as presented. The Airport Board recommended approval at their regularly scheduled Board meeting on January 29, 2024. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix RFQ 5345 Air Service Development Consulting Services Sr. Buyer: Minerva Alvarado Staff Recommendation Crawford, Murphy, InterVISTAS Proposal Evaluation Score &Tilly Springfield, IL Washington, D.C. Minimum Qualifications Possess resources required to fully support CCIA needs in a Pass/Fail timely and responsive manner No material lawsuits during last 5 years Pass/Fail No outstanding regulatory issues last 5 years Pass/Fail References Provided for firm Pass/Fail Minimum Qualifications Pass/Fail Pass Pass Local Preference Local Preference Points 10 0 0 Local Preference Subtotal 10 0.0 0.0 Technical Proposal Firms' Experience 18 17.7 16.3 Team Experience 18 17.3 17.3 Understanding of Project Scope 14 13.3 12.3 Technical Proposal Subtotal 50 48.3 46.0 Local Preference& Technical Subtotal 60 48.3 1 46.0 Interview Firms' Experience 8 7.3 7.3 Team's Identification 10 9.7 9.0 Understanding of Project Scope 22 19.7 20.3 Interview Subtotal 40 36.7 36.7 Total 100 85.0 1 82.7 se w � PROFESSIONAL SERVICE AGREEMENT NO. 5345 H Air Service Development Consulting /NaflF9P F�' xs5� THIS Air Service Development Consulting Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Crawford, Murphy & Tilly, Inc. ("Consultant"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Consultant has agreed to provide air service development consulting including data collection and analysis, airline communications and relations, meeting and conference assistance, and other services for the Aviation Department at Corpus Christi International Airport. NOW, THEREFORE, City and Consultant agree as follows: 1. Scope. Consultant shall provide Air Service Development Consulting ("Services") in accordance with the attached Scope and Fees, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. This Agreement is for two years. 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 $200,000.00 for the two-year period (with any Option Period at one-half the amount), provided, however, that not more than $100,000.00 in expenses may be incurred within each 12-month period (and one-half this amount in any Option Period), subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with Attachment A. 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, TX 78469-9277 Professional Service Agreement-5345 Air Service Development Consulting Page 1 of 6 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: Tyler Miller, Deputy Director Aviation Department Phone: 361-826-1777 Email: tylermMcctexas.com 5. Insurance; Bonds; License. (A) Before performance can begin under this Agreement, the Consultant must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Consultant 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. (C) Prior to beginning work, Consultant must provide evidence of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Consultant warrants that all Services shall be performed in accordance with the standard of care used by similarly situated Consultants performing similar services under the same professional license. Additionally, Consultant shall ensure its performance complies at all times with the attached federal requirements, as shown in Attachment B, the content of which is incorporated by reference as if fully set out here in its entirety. 7. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Professional Service Agreement-5345 Air Service Development Consulting Page 2 of 6 Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 8. Independent Contractor; Release. (A) In performing this Agreement, both the City and Consultant shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Consultant shall perform all professional services as an independent contractor and shall furnish such Services in his own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by City covering the Consultant and employees of the Consultant. The Consultant shall comply with any and all workers' compensation laws pertaining to the Consultant and employees of the Consultant. 9. Subcontractors. Consultant may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Consultant 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 Consultant is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Consultant. All requirements set forth as part of the 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 Consultant 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 the paragraph. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Consultant covenants to pay 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. 13. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Professional Service Agreement-5345 Air Service Development Consulting Page 3 of 6 Notice must be sent as follows: IF TO CITY: City of Corpus Christi Corpus Christi International Airport Attn: Tyler Miller, Deputy Director of Aviation 1000 International Dr. Corpus Christi, TX 78406 IF TO CONSULTANT: Crawford, Murphy & Tilly, Inc. Attn: Nicholas Haan 2702 W. Washington St. Springfield, IL 67702 14. Consultant shall fully indemnify and hold harmless 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 reasonable 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 Consultant or results from the negligent act, omission, misconduct, or fault of the Consultant or its employees or agents. Consultant must, at its own expense, investigate all claims and demands, attend to their settlement or other disposition of all actions based thereon with counsel satisfactory to the City Attorney, and pay all reasonable charges of attorneys and all other costs and expenses of any kind arising or resulting from any said liability, damage, loss, claims, demands, suits, or actions. The indemnification obligations of Consultant under this section shall survive the expiration or earlier termination of this Agreement. 15. Termination. (A) The City Manager may terminate this Agreement for Consultant's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Consultant written notice of the breach and set out a reasonable opportunity to cure. If the Consultant has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Professional Service Agreement-5345 Air Service Development Consulting Page 4 of 6 (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Consultant. The City Manager may also terminate this Agreement upon 24 hours written notice to the Consultant for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Consultant, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Consultant is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 17. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 18. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding all attachments and exhibits); B. its attachments; then, C. its exhibits, if any. 19. Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement, if required to do so by law. 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Professional Service Agreement-5345 Air Service Development Consulting Page 5 of 6 CONSULTANT Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Finance - Procurement Date: Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope and Fees Attachment B: Federal Requirements Professional Service Agreement-5345 Air Service Development Consulting Page 6 of 6 Attachment A: Scope and Fees 1.1 Scope of Work The scope of work may be tasked with one or more of the following, with each task being subject to an estimate provided and approved in advance containing the hours: A. Formalize and structure CCIA's existing air service initiatives into a comprehensive strategy including domestic and international destinations. B. Evaluate the market to determine which additional air service opportunities should be pursued and develop a detailed marketing analysis for presentation to airlines. C. Evaluate current and proposed airport incentives and compare with industry best practices, recent community success stories, and typical airline negotiations. Assist with the development and execution of air service incentives like waiver of fees, minimum revenue guarantees, or others. D. Assist airport staff to schedule and facilitate meetings with appropriate decision-makers with commercial air carriers to present CCIA's facts and supporting persuasive arguments for new or enhanced air service. E. Develop detailed, compelling written proposals and presentations for air carriers to be provided and/or presented in one-on-one meetings with air carriers. F. Provide analysis and reports in easy-to-use formats for airport staff to use in its monthly Airport Board meetings, quarterly Air Service Task Force meetings, and regular air service development or marketing work. These reports should focus on current air service data, leakage, performance at CCIA and comparable airports, load factors, and other important data. G. Assist staff in coordinating and preparing for industry meetings with current airline partners and prospects. H. Assist airport staff as needed with community outreach in support of air service initiatives, including attending and providing services at Air Service Task Force meetings. Paget of 2 I. Support airport staff in the development of marketing reports and metrics including leakage, economic impact, etc. J. Support airlines launch efforts with strategy development. 1.2 Special Instructions In addition to the general requirements stated above, the project will have special emphasis on creating opportunities for CCIA airport personnel to meet with airline representatives. Showing a history of successfully building relationships between airports and airlines will be given special consideration, along with any history of site visits, headquarter meetings, C-level executive communications, or other meetings outside of the traditional air service development conference circuit. 1.3Consulting Coordination The Consultant will consult with the City of Corpus Christi, to include the Corpus Christi Air Service Task Force. The Task Force is a community organization tasked with assisting CCIA staff in enhancing air service through the administration and execution of air service incentives: fly local campaigns and other initiatives. 1.4 Fees Air Service Development Development HourlyCMT • Principal 2024 $280.00 $290.00 2025 $294.00 $304.50 Page 2 of 2 Attachment B: Federal Requirements E.1 GENERAL CIVIL RIGHTS PROVISIONS The Contractor agrees to comply with pertinent statutes,Executive Orders and such rules as are promulgated to ensure that no person shall,on the grounds of race,creed,color,national origin,sex, age,or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. E.2 Compliance with Nondiscrimination Requirements: During the performance of this contract,the Contractor,for itself,its assignees, and successors in interest(hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor(hereinafter includes consultants)will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time,which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor,with regard to the work performed by it during the contract,will not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities,including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts,including Procurements of Materials and Equipment: In all solicitations,either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract,including procurements of materials, or leases of equipment,each potential subcontractor or supplier will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race,color,or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto and will permit access to its books,records, accounts,other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information,the Contractor will so certify to the sponsor or the Federal Aviation Administration,as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non- discrimination provisions of this contract,the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate,including,but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling,terminating,or suspending a contract,in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract,including procurements of materials and leases of equipment,unless exempt by the Acts,the Regulations,and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if the Contractor becomes involved in,or is threatened with litigation by a subcontractor,or supplier because of such direction,the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition,the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E.3 Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract,the Contractor,for itself,its assignees, and successors in interest(hereinafter referred to as the "Contractor") agrees to comply with the following non- discrimination statutes and authorities;including but not limited to: Title VI of the Civil Rights Act of 1964(42 USC § 2000d et seq.,78 stat. 252)(prohibits discrimination on the basis of race,color,national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 USC § 4601)(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.),as amended(prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.)(prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982(49 USC §471, Section 47123), as amended(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987(PL 100-209) (broadened the scope,coverage and applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients,sub- recipients and contractors,whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990,which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 — 12189)as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC §47123) (prohibits discrimination on the basis of race,color,national origin, and sex); Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures nondiscrimination against minority populations by discouraging programs,policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended,which prohibits you from discriminating because of sex in education programs or activities(20 USC 1681 et seq). se GO � O� A PROFESSIONAL SERVICE AGREEMENT NO. 5653 V Air Service Development Consulting W0flA0N P 1852 THIS Air Service Development Consulting Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and InterVISTAS Consulting USA, LLC ("Consultant"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Consultant has agreed to provide air service development consulting including data collection and analysis, airline communications and relations, meeting and conference assistance, and other services for the Aviation Department at Corpus Christi International Airport. NOW, THEREFORE, City and Consultant agree as follows: 1. Scope. Consultant shall provide Air Service Development Consulting ("Services") in accordance with the attached Scope and Fees, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. This Agreement is for two years. 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 $200,000.00 for the two-year period (with any Option Period at one-half the amount), provided, however, that not more than $100,000.00 in expenses may be incurred within each 12-month period (and one-half this amount in any Option Period), subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with Attachment A. 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, TX 78469-9277 Professional Service Agreement-5653 Air Service Development Consulting Page 1 of 6 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: Tyler Miller, Deputy Director Aviation Department Phone: 361-826-1777 Email: tylerm@cctexas.com 5. Insurance; Bonds; License. (A) Before performance can begin under this Agreement, the Consultant must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Consultant 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. (C) Prior to beginning work, Consultant must provide evidence of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Consultant warrants that all Services shall be performed in accordance with the standard of care used by similarly situated Consultants performing similar services under the same professional license. Additionally, Consultant shall ensure its performance complies at all times with the attached federal requirements, as shown in Attachment B, the content of which is incorporated by reference as if fully set out here in its entirety. 7. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Professional Service Agreement-5653 Air Service Development Consulting Page 2 of 6 Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 8. Independent Contractor; Release. (A) In performing this Agreement, both the City and Consultant shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Consultant shall perform all professional services as an independent contractor and shall furnish such Services in his own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by City covering the Consultant and employees of the Consultant. The Consultant shall comply with any and all workers' compensation laws pertaining to the Consultant and employees of the Consultant. 9. Subcontractors. Consultant may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Consultant 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 Consultant is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Consultant. All requirements set forth as part of the 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 Consultant 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 the paragraph. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Consultant covenants to pay 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. 13. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: Professional Service Agreement-5653 Air Service Development Consulting Page 3 of 6 IF TO CITY: City of Corpus Christi Corpus Christi International Airport Attn: Tyler Miller, Deputy Director of Aviation 1000 International Dr. Corpus Christi, TX 78406 IF TO CONSULTANT: InterVISTAS Consulting USA, LLC Attn: Daniel K. Skwarek 1701 Rhode Island Ave. NW Washington, D.C. 20036 14. Consultant shall fully indemnify and hold harmless 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 reasonable 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 Consultant or results from the negligent act, omission, misconduct, or fault of the Consultant or its employees or agents. Consultant must, at its own expense, investigate all claims and demands, attend to their settlement or other disposition defend all actions based thereon with counsel satisfactory to the City Attorney, and pay all reasonable charges of attorneys and all other costs and expenses of any kind arising or resulting from any said liability, damage, loss, claims, demands, suits, or actions. The indemnification obligations of Consultant under this section shall survive the expiration or earlier termination of this Agreement. 15. Termination. (A) The City Manager may terminate this Agreement for Consultant's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Consultant written notice of the breach and set out a reasonable opportunity to cure. If the Consultant has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Consultant. The City Professional Service Agreement-5653 Air Service Development Consulting Page 4 of 6 Manager may also terminate this Agreement upon 24 hours written notice to the Consultant for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Consultant, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Consultant is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 17. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 18. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding all attachments and exhibits); B. its attachments; then, C. its exhibits, if any. 19. Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement, if required to do so by law. 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties Professional Service Agreement-5653 Air Service Development Consulting Page 5 of 6 CONSULTANT Signature: Printed Name- Title- Date- CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Finance - Procurement Date: Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope and Fees Attachment B: Federal Requirements Professional Service Agreement-5653 Air Service Development Consulting Page 6 of 6 Attachment A: Scope and Fees 1.1 Scope of Work The scope of work may be tasked with one or more of the following, with each task being subject to an estimate provided and approved in advance containing the hours: A. Formalize and structure CCIA's existing air service initiatives into a comprehensive strategy including domestic and international destinations. B. Evaluate the market to determine which additional air service opportunities should be pursued and develop a detailed marketing analysis for presentation to airlines. C. Evaluate current and proposed airport incentives and compare with industry best practices, recent community success stories, and typical airline negotiations. Assist with the development and execution of air service incentives like waiver of fees, minimum revenue guarantees, or others. D. Assist airport staff to schedule and facilitate meetings with appropriate decision-makers with commercial air carriers to present CCIA's facts and supporting persuasive arguments for new or enhanced air service. E. Develop detailed, compelling written proposals and presentations for air carriers to be provided and/or presented in one-on-one meetings with air carriers. F. Provide analysis and reports in easy-to-use formats for airport staff to use in its monthly Airport Board meetings, quarterly Air Service Task Force meetings, and regular air service development or marketing work. These reports should focus on current air service data, leakage, performance at CCIA and comparable airports, load factors, and other important data. G. Assist staff in coordinating and preparing for industry meetings with current airline partners and prospects. H. Assist airport staff as needed with community outreach in support of air service initiatives, including attending and providing services at Air Service Task Force meetings. I. Support airport staff in the development of marketing reports and metrics including leakage, economic impact, etc. Paget of 2 J. Support airlines launch efforts with strategy development. 1.2 Special Instructions In addition to the general requirements stated above, the project will have special emphasis on creating opportunities for CCIA airport personnel to meet with airline representatives. Showing a history of successfully building relationships between airports and airlines will be given special consideration, along with any history of site visits, headquarter meetings, C-level executive communications, or other meetings outside of the traditional air service development conference circuit. 1.3 Consulting Coordination The Consultant will consult with the City of Corpus Christi, to include the Corpus Christi Air Service Task Force. The Task Force is a community organization tasked with assisting CCIA staff in enhancing air service through the administration and execution of air service incentives: fly local campaigns, and other initiatives. 1.4 Fees Core Team Members Hourly Rate Levi Anstine Project Manager) $265 Shawn Burke $225 Marcus Lam $325 Analytical Support $175 Other Staff (as required) CEO Solomon Won $385 Executive Vice President $355 Senior Vice President $345 Vice President $325 Senior Director $275 Director $265 Senior Manager $235 Manager $225 Senior Consultant $215 Dashboards Monthly Rate Monthly Fee $985 Page 2 of 2 Attachment B: Federal Requirements E.1 GENERAL CIVIL RIGHTS PROVISIONS The Contractor agrees to comply with pertinent statutes,Executive Orders and such rules as are promulgated to ensure that no person shall,on the grounds of race,creed,color,national origin,sex, age,or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. E.2 Compliance with Nondiscrimination Requirements: During the performance of this contract,the Contractor,for itself,its assignees, and successors in interest(hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor(hereinafter includes consultants)will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time,which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor,with regard to the work performed by it during the contract,will not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities,including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts,including Procurements of Materials and Equipment: In all solicitations,either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract,including procurements of materials, or leases of equipment,each potential subcontractor or supplier will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race,color,or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto and will permit access to its books,records, accounts,other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information,the Contractor will so certify to the sponsor or the Federal Aviation Administration,as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non- discrimination provisions of this contract,the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate,including,but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling,terminating,or suspending a contract,in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract,including procurements of materials and leases of equipment,unless exempt by the Acts,the Regulations,and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if the Contractor becomes involved in,or is threatened with litigation by a subcontractor,or supplier because of such direction,the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition,the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E.3 Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract,the Contractor,for itself,its assignees, and successors in interest(hereinafter referred to as the "Contractor") agrees to comply with the following non- discrimination statutes and authorities;including but not limited to: Title VI of the Civil Rights Act of 1964(42 USC § 2000d et seq.,78 stat. 252)(prohibits discrimination on the basis of race,color,national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 USC § 4601)(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.),as amended(prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.)(prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982(49 USC §471, Section 47123), as amended(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987(PL 100-209) (broadened the scope,coverage and applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients,sub- recipients and contractors,whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990,which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 — 12189)as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC §47123) (prohibits discrimination on the basis of race,color,national origin, and sex); Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures nondiscrimination against minority populations by discouraging programs,policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended,which prohibits you from discriminating because of sex in education programs or activities(20 USC 1681 et seq). 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NO o ZQ go � cv v a V o �+ L N C: C o L • 00 r j ` L t Q " • ry V S V LL (a of • m n�} Ln O u 3 bi) 14(1 (n j + ♦ • _ © 'a QD O iC] f u ° a o Cn •6F%• o Ln ', E O O O O O o in O cn O u.i j} N f V V a-I; n V} T L aae3 a2eaany m qA Q) +-J o D L-- - m ^ ^ Q N o O DC N Q\ m Ol M C7 N � W C Ll r—I -N N Lu E •� Y O N " -C = U to I` }' o v o Cl) N U H Q1 Q O ■ ❑ L1J J Ca rn 4— u o cn a? ,qTN o 00 � � fq o r V AeM 43e3 Aeq aad sa92uassed U .- se 0 0 U NCORPa0.P�¢ AGENDA MEMORANDUM 1s52 City Council Meeting of May 14, 2024 DATE: March 15, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Assistant City Manager heatherh3(a)cctexas.com 361-826-3506 Title STAFF PRESENTER(S): Name Title/Position Department 1. Heather Hurlbert Assistant City Manager Executive BACKGROUND: Chapter 327 of the Texas Tax Code allows for use of sales tax to maintain and repair municipal streets and/or sidewalks existing on the date of the election to adopt the tax. The tax cannot be used to construct new streets or sidewalks. The voters can authorize the tax through an election for up to a four-year period. The tax may be reauthorized for an additional four year periods by election. Funds will be held separately from the General Fund and are under control of the City Council and not a separate board like Type A/B Sales Tax. LIST OF SUPPORTING DOCUMENTS: Texas Chapter 327 TAX CODE TITLE 3 . LOCAL TAXATION SUBTITLE C. LOCAL SALES AND USE TAXES CHAPTER 327 . MUNICIPAL SALES AND USE TAX FOR STREET MAINTENANCE Sec. 327 . 001 . DEFINITION. In this chapter, "municipal street" means the entire width of a way held by a municipality in fee or by easement or dedication that has a part open for public use for vehicular travel . The term does not include a designated state or federal highway or road or a designated county road. Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Sec. 327 . 002 . MUNICIPAL SALES AND USE TAX ACT APPLICABLE . Except to the extent that a provision of this chapter applies, Chapter 321 applies to the tax authorized by this chapter in the same manner as that chapter applies to the tax authorized by that chapter. Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Sec. 327 . 003 . TAX AUTHORIZED. (a) A municipality may adopt the sales and use tax authorized by this chapter at an election held in the municipality. (b) A municipality may not adopt a tax under this chapter or increase the rate of the tax if as a result of the adoption of the tax or the increase in the rate of the tax the combined rate of all sales and use taxes imposed by the municipality and other political subdivisions of this state having territory in the municipality would exceed two percent at any location in the municipality. (c) If the voters of a municipality approve the adoption of the tax or the increase in the rate of the tax at an election held on the same election date on which another political subdivision adopts a sales and use tax or approves the increase in the rate of its sales and use tax and as a result the combined rate of all sales and use taxes imposed by the municipality and other political subdivisions of this state having territory in the municipality would exceed two percent at any location in the municipality, the election to adopt a sales and use tax under this chapter has no effect. Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Amended by Acts 2003, 78th Leg. , ch. 403, Sec. 1, eff. June 20, 2003 . Sec. 327 . 004 . TAX RATE . The tax authorized by this chapter may be imposed at any rate that is an increment of one-eighth of one percent, that the municipality determines is appropriate, and that would not result in a combined rate that exceeds the maximum combined rate prescribed by Section 327 . 003 (b) . Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Amended by Acts 2003, 78th Leg. , ch. 403, Sec. 2, eff. June 20, 2003 . Amended by: Acts 2015, 84th Leg. , R. S . , Ch. 1246 (H.B. 157) , Sec. 18, eff. September 1, 2015 . Sec. 327 . 005 . SALES AND USE TAX EFFECTIVE DATE . (a) The adoption of the tax or the change in the rate of the tax takes effect on the first day of the first calendar quarter occurring after the expiration of the first complete calendar quarter occurring after the date on which the comptroller receives notice of the results of the election. (b) If the comptroller determines that an effective date provided by Subsection (a) will occur before the comptroller can reasonably take the action required to begin collecting the tax, the effective date may be extended by the comptroller until the first day of the next succeeding calendar quarter. Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Amended by Acts 2003, 78th Leg. , ch. 403, Sec. 3, eff. June 20, 2003 . Sec. 327 . 006 . ELECTION PROCEDURE . (a) An election to adopt the tax authorized by this chapter is called by the adoption of an ordinance by the governing body of the municipality. (b) At an election to adopt the tax, the ballot shall be prepared to permit voting for or against the proposition: "The adoption of a local sales and use tax in (name of municipality) at the rate of (insert appropriate rate) to provide revenue for maintenance and repair of municipal streets . " Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Amended by Acts 2003, 78th Leg. , ch. 403, Sec. 4, eff. June 20, 2003 . Amended by: Acts 2015, 84th Leg. , R. S . , Ch. 1246 (H.B. 157) , Sec. 19, eff. September 1, 2015 . Sec. 327 . 0065 . RATE CHANGE . (a) A municipality that has adopted a sales and use tax under this chapter may by ordinance decrease the rate of the tax in increments of one-eighth of one percent. (b) A municipality that has adopted a sales and use tax under this chapter may by ordinance increase the rate of the tax to any rate that is an increment of one-eighth of one percent, that the municipality determines is appropriate, and that would not result in a combined rate that exceeds the maximum combined rate prescribed by Section 327 . 003 (b) if the increase is authorized at an election held in the municipality. (c) The ballot for an election to increase the tax shall be printed to permit voting for or against the proposition: "The adoption of a local sales and use tax in (name of municipality) at the rate of (insert appropriate rate) to provide revenue for maintenance and repair of municipal streets . " Added by Acts 2003, 78th Leg. , ch. 403, Sec. 5, eff. June 20, 2003 . Amended by: Acts 2015, 84th Leg. , R. S . , Ch. 1246 (H.B. 157) , Sec. 20, eff. September 1, 2015 . Sec. 327 . 007 . REAUTHORIZATION OF TAX. (a) Unless imposition of the sales and use tax authorized by this chapter is reauthorized as provided by this section, the tax expires on: (1) the fourth anniversary of the date the tax originally took effect under Section 327 . 005; (2) the first day of the first calendar quarter occurring after the fourth anniversary of the date the tax was last reauthorized under this section if, at that election, the voters approved the imposition of the tax for a period that expires on that anniversary; (2-a) if the tax is imposed in a municipality that is intersected by two interstate highways, that has a population of 150, 000 or more, and in which at least 66 percent of the voters voting in each of the last two consecutive elections concerning the adoption or reauthorization of the tax favored adoption or reauthorization, and that tax has not expired as provided by Subdivision (1) or (2) since the first of those two consecutive elections, the last day of the first calendar quarter occurring after the eighth anniversary of the date the tax was last reauthorized under this section if, at that election, the voters approved the imposition of the tax for a period that expires on that anniversary instead of the period described by Subdivision (2) ; or (3) if the tax is imposed in a municipality with a population of more than 11, 450 and less than 11, 550, the last day of the first calendar quarter occurring after the loth anniversary of the date the tax was last reauthorized under this section if, at that election, the voters approved the imposition of the tax for a period that expires on that anniversary instead of the period described by Subdivision (2) . (b) An election to reauthorize the tax is called and held in the same manner as an election to adopt the tax under Section 327 . 006, except the ballot proposition shall be prepared to permit voting for or against the proposition: "The reauthorization of the local sales and use tax in (name of municipality) at the rate of (insert appropriate rate) to continue providing revenue for maintenance and repair of municipal streets . The tax expires on the (insert fourth, eighth, or loth) anniversary of the date of this election unless the imposition of the tax is reauthorized. " (c) If an election to reauthorize the tax is not held before the tax expires as provided by Subsection (a) , or if a majority of the votes cast in an election to reauthorize the tax do not favor reauthorization, the municipality may not call an election on the question of authorizing a new tax under this chapter before the first anniversary of the date on which the tax expired. (d) Not later than the loth day after the date the municipality determines that the tax will expire as provided by Subsection (a) , the municipality shall notify the comptroller of the scheduled expiration. The comptroller may delay the scheduled expiration date if the comptroller notifies the municipality that more time is required. The comptroller must provide a new expiration date that is not later than the last day of the first calendar quarter occurring after the notification to the comptroller. Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Amended by Acts 2003, 78th Leg. , ch. 403, Sec. 6, eff. June 20, 2003 . Amended by: Acts 2013, 83rd Leg. , R. S . , Ch. 1322 (S .B. 475) , Sec. 1, eff. June 14, 2013 . Acts 2015, 84th Leg. , R. S . , Ch. 385 (H.B. 2853) , Sec. 1, eff. June 10, 2015 . Acts 2023, 88th Leg. , R. S . , Ch. 644 (H.B. 4559) , Sec. 226, eff. September 1, 2023 . Sec. 327 . 008 . USE OF TAX REVENUE . Revenue from the tax imposed under this chapter may be used only to maintain and repair municipal streets or sidewalks existing on the date of the election to adopt the tax. Added by Acts 2001, 77th Leg. , ch. 464, Sec. 1, eff. June 11, 2001 . Amended by: Acts 2015, 84th Leg. , R. S . , Ch. 385 (H.B. 2853) , Sec. 2, eff. June 10, 2015 . se o° a o� A H U ryCpgpOgpT EO AGENDA MEMORANDUM 1852 City Council Meeting of May 14, 2024 DATE: March 14, 2023 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, P.E., Director of Public Works Ernestod2LC),cctexgsxom (361) 826-1677 Industrial Streets Briefing STAFF PRESENTER(S): Name Title/Position Department 1. Ernesto De La Garza, P.E. Director Public Works 2. Gabriel Hinojosa, P.E. Assistant Director Public Works BACKGROUND: This briefing is a continuation of budget discussions surrounding industrial streets. This presentation provides locations that identify where industrial streets are located throughout the city and costs associated with improvements for those streets. LIST OF SUPPORTING DOCUMENTS: PowerPoint— Indistrial Districts b,O N GQ � V � O � � U � a Q � O � u LGOC N I aagva vMn3Yn ®R 1 3 T N cn TW � ` � O 1*4mmool N � CY W t+y r�r '.\ �• ! �1 W •P"� (U VJ •� U) C) 75 o o � CA o� o a o 00 4-1 U o o c1� o o �D N cfj o m Lr) I all 0 � N 4-1 4-1 c� -a+ 4-1 c� o 75 4-1 75 � H 75 a� � 4-1 L Y zp d �8 O VJ r r Ll �I w FBI \ s` 1 fit. U O a� V) V) U) C) u 75 ~ O o o o0 00 Q '� o o a� .- U p N �D e �1 O O . j 14-4 o Z � Zj ODL rk- 0 O • rn O'u,It 4� y�', uW�invN V� 1 NT�PRIE Soy + O fVI1+f Q M/V� �1114 S `7'lS�b wi_w 5F3?V'F� � pP 3 ` 15v vi V c Nr�oSi` �R S a :j l � •� J�� {�`aih^,� ° is 2s� o � > r�vw' 11gff H OH SAN39 ANhiOH3ibQ ��. 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