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Agenda Packet City Council - 07/10/2012
Corpus Christi Meeting Agenda - Final City Council 1201 Leopard St Corpus Christi, TX 78401 CCtexas.com Tuesday, July 10, 2012 12:00 PM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 4:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. 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. 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. A. Mayor Joe Adame to call the meeting to order. B. Invocation to be given by Reverend Rick Barrera, Cornerstone Church. C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. E. Proclamations / Commendations: * "At Your Service" Award, City Employee Recognition F. MINUTES: 1. 12 -00481 Approval of Meeting Minutes - June 26, 2012. Attachments: Minutes - June 26, 2012.pdf G. BOARDS & COMMITTEE APPOINTMENTS: (NONE) 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 Corpus Christi Page 1 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 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. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. I. CONSENT AGENDA: (ITEMS 2 -7) 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. 2. 12 -00408 Service agreement for large diameter sanitary sewer line inspection & cleaning Motion approving a service agreement for large diameter sanitary sewer line inspection and cleaning with Ace Pipe Cleaning, Inc., of Fort Worth, TX, based on lowest responsible proposal, in accordance with Request for Proposal No. BI- 0136 -12, fora total amount of $1,990,637.50. The term of the agreement is one year with an option to extend for up to two additional one -year periods subject to the approval of the service provider and the city manager or designee. Funds are available in the Wastewater Fund in FY11/12. Attachments: Agenda Memo - Large Sanitary Sewer Line Inspection & Cleaninq.doc Price Sheet - Large Diameter Sanitary Sewer Line Inspection & Cleaninq.pdf Service Agreement - Large Diameter Sanitary Sewer Line Inspection & Cleaninc 3. 12 -00403 Amendments to contracts for air quality monitoring services Resolution authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with Texas A & M University Corpus Christi for the Pollution Partnership Alliance Clean Fleet Program by adding $140,750.00 for cost reimbursements and extending the term through August 31, 2013; authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with the University of North Texas University for Air Quality Monitoring and Modeling by adding $184,750.00 for costs reimbursements and extending the term through August 31, 2013. Attachments: Agenda Memo - Air Quality Amendment 2 TAMUCC & UNT.doc Contracts - TAMUCC & UNT Air Quality Amendment 2.pdf Resolution - Air Quality Interlocal Amendment 2 TAMUCC & UNT.docx 4. 12 -00402 Agreement to install parking lot and access road lighting for the Corpus Christi Page 2 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 Packery Channel Boat Ramp project Motion approving a Contribution -In- Aid -Of- Construction Agreement with American Electric Power (AEP) in the amount of $129,813.44, for installation of the Packery Channel Boat Ramp Parking Lot and Access Road Lighting. (BOND 2008) Attachments: Agenda memo - Packery Channel Project Budget - Packery Channel Exhibit- Packery Channel.pdf Design - Packery Channel STLT.pdf Agreement - Packery Channel STLT.pdf 5. 12 -00393 Participation agreement to cover the City's cost for street construction related to the future development of subdivision (Related Items 5 & 6) Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. Attachments: Agenda Memo - King's Point Unit 9 Ordinance - King's Point Unit 9 6. 12 -00392 Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Mostaghasi Investment Trust, Developer of King's Point Unit 9, in the amount of $53,431.46 for the City's portion of the cost of Maximus Drive and Queen Bess Drive abutting the linear park, in accordance with the Unified Development Code. (BOND 2008) Attachments: Agenda memo - King's Point Unit 9 Participation Agreement - Kings Point Unit 9 7. 12 -00374 Ordinance to consider adopting Unified Development Code Text Amendments Second Reading Ordinance - Amending the Corpus Christi Unified Development Code (UDC) by revising Table 4.4.2. relating to permitted uses; revising Table 4.4.3.B. relating to density, yards, and height; revising Table 7.2.2.B. relating to the parking requirement for retail sales and service uses; amending conflicting provisions of the City's Comprehensive Plan; repealing conflicting ordinances; providing for severance, penalties, publication and an effective date. (First Reading - 6/26/12) Attachments: Agenda Memo - UDC Text Amendments Area Map - "RM -AT" District Ordinance - UDC Text Amendments Corpus Christi Page 3 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 J. EXECUTIVE SESSION: 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. In the event 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 office. 8. 12 -00472 Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations with possible discussion and action in open session. Corpus Christi Page 4 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 K. PUBLIC HEARINGS: (ITEMS 9 - 13) ZONING CASES 9. 12 -00397 Change of zoning on a portion of property located at 5409 Lipes Blvd. from residential to multi - family residential Case No. 0312 -02: Convent Academy of the Incarnate Word: A change of zoning from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District. The property to be rezoned is described as being 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts. Planning Commission and Staff Recommendation: Denial of the change of zoning to the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract and, in lieu thereof, approval of the "RM -1" Multifamily 1 District on the western fifteen (15) acres and "RS -6" Single - Family 6 District on the remaining eastern 26.32 acres. ORDINANCE Ordinance amending the Unified Development Code (UDC), upon application by Convent Academy of the Incarnate Word, by changing the UDC Zoning Map in reference to the 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. Attachments: Agenda Memo - Convent Academy of Incarnate Word Zoning Report wAttchmts Convent Academy of Incarn Wd Ordinance w ExhibitsA -C Convent Academy RM -1 & RS -6 PowerPoint - Convent Academy of the Incarnate Ward for CC 10. 12 -00412 Change of zoning from general commercial to neighborhood commercial on property located at 2921 Airline Road Case No. 0512 -01: Saratoga Airline, LLC: A change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. The property to be rezoned is described as being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2. Corpus Christi Page 5 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 Planning Commission & Staff Recommendation (May 23, 2012): Approval of the change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. ORDINANCE Ordinance amending the Unified Development Code (UDC), upon application by Saratoga Airline, LLC, by changing the UDC Zoning Map in reference to 2.00 acres of land, more or less, out of Brighton Village Unit 2, Block 14, Lot 3 from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. Attachments: Agenda Memo - Saratoga Airline LLC, Case 0512 -01 Zoning Report w Attchmts, Saratoga Airline LLC, 0512 -01 Ordinance w Exhibits A & B, Saratoga Airline LLC, Case 0512 -01 PowerPoint - 0512 -01, Saratoga Airline, LLC Approval for Republic Services, Inc. to refund tax - exempt bonds for capital improvements to City recycling center 11. 12 -00468 Public Hearing and Resolution With Respect to Republic Services, Inc. Project Approving the Refunding of the Mission Economic Development Corporation Solid Waste Disposal Revenue Bonds (Allied Waste North America, Inc. Project) Series 2007A Bonds, and Authorizing the Mayor to Execute Certificates Approving the Resolution. Attachments: Agenda memo - Resolution MEDC Bond Refinancing Certificate of Resolution and Resolution with Republic Services Inc.Proiect[11 Letter to Mayor of Corpus Christi Notice of Public Hearinq[11 2007 Ordinance Proposed FY 2012 -13 Operating Budget 12. 12 -00465 Public hearing on the Proposed FY 2012 -2013 Operating Budget. This budget will raise more total property taxes than last year's amended budget by $1,880,999 (General Fund $1,254,000 and Debt Service Fund $626,999), or 2.4 %, and of that amount an estimated $1,299,657 is tax revenue to be raised from new property added to the tax roll this year. Attachments: Agenda Item - Public Hearing Proposed FY 2012 -13 Budget PowerPoint - FY 2012 -13 Budget Public Hearing Proposed FY 2012 -13 Capital Budget & Capital Improvement Planning Guide Corpus Christi Page 6 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 13. 12 -00455 Public Hearing on FY 2012 -2013 Proposed Capital Budget & Capital Improvement Planning Guide Attachments: Agenda memo - Public Hearing CIP PowerPoint - CIP L. REGULAR AGENDA: (ITEMS 14 - 18) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 14. 12 -00434 Consultant agreement to assist with replacing the City's financial and human resources management software Motion authorizing the City Manager or his designee to execute a consultant agreement with Plante & Moran, PLLC of Southfield Michigan, for $198,340, to provide Enterprise Resource Planning (ERP) System Consultant services. Attachments: Agenda Memo - Enterprise Resource Planning (ERP) System Consultant.doc Summary Matrix - Enterprise Resource Planning (ERP) System Consultant.pdf Presentation - Enterprise Resource Planning (ERP) System.pptx Consultant Agreement - Enterprise Resource Planning (ERP) System Consultar 15. 12 -00409 Appropriation of funds and approval of Type A grant for expansion of boat manufacturing facility (Related Items 15 & 16) Ordinance appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund fora business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency. Attachments: Agenda memo - Malek Boatworks ORDINANCE Malek 5 -31 -12 16. 12 -00410 Resolution approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC "), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and Corpus Christi Page 7 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs. Attachments: Agenda memo - Majek Boatworks RESOLUTION -- Maiek Business Incentive Agreement - 5 -31 -12 Business Incentive Agreement - Type A and Malek Project Support Agreement - Majek Boatworks 17. 12 -00435 Issuance of new money and refunding of utility system secondary revenue bonds Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000. Attachments: Agenda memo - Utility Junior Lien.doc ExhibitA - Financial Advisor Fee Schedule.pdf 18. 12 -00436 Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement, an escrow agreement, and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Attachments: Agenda memo - Utility Junior Lien.doc Corpus Subordinate Lien Utility System.pdf M. FIRST READING ORDINANCES: (NONE) N. FUTURE AGENDA ITEMS: (ITEMS 19 - 28) Corpus Christi Page 8 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 19. 12 -00419 Purchase of traffic signals and equipment Motion approving the purchase of traffic signals and equipment from Siemens Industry, Inc., Austin, Texas in accordance with Bid Invitation No. BI- 0155 -12 based on lowest responsible bid for a total amount of $55,750. Funds have been budgeted by Traffic Engineering in FY 2011 -2012. Attachments: Agenda Memo - Purchase of Traffic Signals & Equipment Bid Tabulation - Purchase of Traffic Signals & Equipment.xls 20. 12 -00420 Purchase of food items for Elderly Nutrition Program Motion approving supply agreements with the following companies for the following amounts in accordance with the Coastal Bend Council of Governments Bid Invitation No. CBCOG -12 -3 for food items which include canned and frozen fruit and vegetables; meats and condiments, for an estimated six month expenditure of $194,522.94 of which $32,420.49 is required for the remainder of FY 2011 -2012. The terms of the contracts shall be for six months with options to extend for up to three additional months, subject to the approval of the Coastal Bend Council of Governments, the suppliers, and the City Manager or designee. Funds are available through the Meals on Wheels Grant. LaBatt Food Service Corpus Christi, Texas 162 Line Items $91,102.80 Performance Food Group Victoria, Texas 99 Line Items $103,420.14 Grand Total: $194,522.94 Attachments: Agenda Memo - Food Items for Senior Community Services.docx Bid Tabulation - Food Items for Senior Community Services rev.1.xls 21. 12 -00428 Purchase of replacement vacuum truck for Wastewater department Motion approving the purchase of one (1) vacuum truck from Houston Freightliner, Inc., Houston, Texas for a total amount of $303,976.14. The award is based on the cooperative purchasing agreement with the Houston - Galveston Area Council of Governments (H -GAC). The unit is a replacement to the fleet and will be used by the Wastewater Department. Funding is available in the FY 2011 -2012 Capital Outlay Budget of the Wastewater System Fund. Attachments: Agenda Memo - Vacuum Truck for Wastewater Department.doc Price Sheet - Vacuum Truck for Wastewater Department.xls Corpus Christi Page 9 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 22. 12 -00429 Supply agreement for conversion of fleet vehicles from gasoline to compressed natural gas (CNG) Motion approving a supply agreement with Natural Gas Vehicles Texas, Inc., Dallas, Texas for the conversion and up- fitting of ten (10) vehicles from gasoline fuel to compressed natural gas (CNG) in accordance with Bid Invitation No. BI- 0163 -12 based on lowest responsible bid for an estimated annual expenditure of $98,600. The term of the agreement will be for twelve months with options to extend for up to two additional twelve -month periods, subject to the approval of the supplier and the City Manager, or designee. Funds are available in the Gas Grant Fund No. 1053, Gas Fund, Maintenance Service Reserve for Fleet Replacement Fund and Storm Water Fund. Attachments: Agenda Memo - CNG Conversion and Up- Fitting rev 2.doc Bid Tabulation - CNG Conversion and Up- Fittinq.xls 23. 12 -00441 Service agreement to provide portable chemical toilets Motion approving a service agreement with Skid -O -Kan Company, Corpus Christi, Texas for portable chemical toilets in accordance with Bid Invitation No. BI- 0148 -12, based on lowest responsible bid, for a total estimated annual expenditure of $61,411.50 of which $5,117.63 is required for the remainder of FY 2011 -2012. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve -month periods, subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the using Departments in FY 2011- 2012. Attachments: Agenda Memo - Portable Chemical Toilets.docx Bid Tabulation - Portable Chemical Toilets.xlsx Service Agreement - Portable Chemical Toilets.pdf Corpus Christi Page 10 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 24. 12 -00442 Service agreement to provide dumpster containers for using City departments Motion approving a service agreement with CC Disposal Service, Corpus Christi, Texas for dumpster route collection in accordance with Bid Invitation No. BI- 0161 -12, based on lowest responsible bid, for a total estimated annual expenditure of $89,088.00 of which $7,424.00 is required for the remainder of FY 2011 -2012. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve -month periods, subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the using Departments in FY 2011- 2012. Attachments: Agenda Memo - Dumpster Route Collection.docx Bid Tabulation - Dumpster Route Collection.xls Service Agreement- Dumpster Route Collection.pdf 25. 12 -00456 Lease renewal for Tejas Bowman Archery Club on property located off of McKinzie Road and Allison Drive Ordinance authorizing the City Manager, or designee, to execute a five -year lease agreement with Tejas Bowmen Archery Club for the use of City property near Allison Wastewater Treatment Plant off of McKenzie Road, to maintain and operate an archery range; and declaration of emergency. Attachments: Agenda Item - Teias Bowmen Archery Club lease renewal Ordinance - Teias Bowmen Archery Club Lease.docx Lease - Teias Bowmen Archery Club 2012 5 yrs.pdf 26. 12 -00457 Amendment to professional services contract to elevate and redesign Corpus Christi Beach bath house Motion authorizing the City Manager, or designee, to execute Amendment No. 2 to a Contract for Professional Services with Chuck Anastos Associates, LLC. of Corpus Christi, Texas in the amount of $49,699.00 for a total re- stated fee of $99,524.00 for the Corpus Christi Beach New Bath House (Bond 2008). Attachments: Memo - CC Beach Bath House Location map - CC Beach Bath House.pdf Protect Budget - CC Beach Bath House Contract- CC Beach Bath House.pdf 27. 12 -00458 Construction contract for sports field improvements to Bill Witt and Botsford Parks Corpus Christi Page 11 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 Motion authorizing the City Manager, or designee, to execute a Construction Contract with Lowman Land Improvements of Orange Grove, Texas for the Bill Witt and Botsford Park Improvements p ject in the amount of $237.401.S5 for the Base Bid (Bond 2008 Project -GportoFie|d Improvements). Attachments: Memo Bill Wittand Botsford ProiootBudqet Bill WittBotsford Park|mna.x|ax Location map Bill VVitt& Botsford Park Imps ndf Corpus Christi Page 12 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 28. 12 -00459 Professional services contract for architect /engineering services for wastewater service line repair Motion authorizing the City Manager, or designee, to execute a Contract for Professional Services with Engineering Construction Management Services (ECMS) of Corpus Christi, Texas in the amount of $60,400.00 for the Wastewater Service Line Repair and Clean -out Installation and Manhole Ring Cover Adjustment Program FY2012 for construction inspection services. Attachments: Memo - VWV Cleanouts Protect Budget - WW Cleanouts Location Map - WW Service Line Repair & Clean - out. pdf Contract - VWV Service Line Repair & Clean- Out.pdf O. UPDATES TO CITY COUNCIL: (ITEM 29) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 29. 12 -00460 Golf Course Annual Report Attachments: Agenda memo - Golf Annual Presentation - 2012 PowerPoint - Golf Annual Presentation P. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 4:00 P.M., OR AT THE END OF THE COUNCIL MEETING, WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. IF YOU PLAN TO ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORM AT THE REAR OF THE COUNCIL CHAMBER, GIVING YOUR NAME, ADDRESS AND TOPIC. (A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary.) PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. Corpus Christi Page 13 Printed on 7/6/2012 City Council Meeting Agenda - Final July 10, 2012 Q. CITY MANAGER'S COMMENTS: Update on City Operations R. ADJOURNMENT Corpus Christi Page 14 Printed on 7/6/2012 Corpus Christi Meeting Minutes - Draft City Council 1201 Leopard St Corpus Christi, TX 78401 CCtexas.com Tuesday, June 26, 2012 12:00 PM Council Chambers A. Call meeting to order. Mayor Adame called the meeting to order. B. Invocation. The invocation was delivered by Ms. Jeanne Gardiner, Unity by the Sea Church. C. Pledge of Allegiance. The Pledge of Allegiance was led by Council Member David Loeb. D. Roll Call. City Secretary Chapa verified that the necessary quorum of the Council and the required Charter Officers, City Manager Ron Olson, City Attorney Carlos Valdez and City Secretary Armando Chapa were present to conduct the meeting. Note: Council Member Nelda Martinez arrived at 12:10 pm. Present: 9 - Mayor Joe Adame,Council Member Chris Adler,Council Member Kelley AIIen,Council Member Larry Elizondo,Council Member Priscilla LeabCouncil Member David Loeb,Council Member John Marez,Council Member Nelda Martinez, and Council Member Mark Scott E. Proclamations / Commendations 1. F. MINUTES: Proclamation declaring July 1 - August 15, 2012 as "Flamingos Rule!" Proclamation declaring July 4, 2012 as "JULY 4TH BIG BANG CELEBRATION 2012" Swearing -in Ceremony for newly appointed Board Members Mayor Adame read and presented the Proclamations. 2. Approval of Meeting Minutes - June 19, 2012. A motion was made by Council Member Elizondo, seconded by Council Member Martinez to approve the minutes as presented and passed with the following vote: Adame, Adler, Allen, Elizondo, Leal, Loeb, Marez, Martinez and Scott, voting "Aye ". Corpus Christi Page 1 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 Aye: 9 - MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 G. BOARDS & COMMITTEE APPOINTMENTS: (NONE) I. CONSENT AGENDA (ITEMS 3 - 10) 3. 4. Mayor Adame called for consideration of the Consent Agenda, Items 3 through 10. There were no comments and the remaining items were approved by one vote: Professional services agreement for Local Health Authority services Resolution authorizing the City Manager or designee to execute an agreement with Dr. William Burgin, Jr., to serve as the Local Health Authority for Public Health District. The foregoing resolution was passed and approved with the following vote: Aye: 9 - Abstained: 0 Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: 029536 Professional services agreement for Alternate Local Health Authority services Resolution authorizing the City Manager or designee to execute an agreement with Dr. Colette Simon to serve as the Alternate Local Health Authority for the Public Health District. The foregoing resolution was passed and approved with the following vote: Aye: 9 - Abstained: 0 Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No 029537 Codifier to create a new section number in Code of Ordinances 5. Resolution authorizing codifier to create a new section number. The foregoing resolution was passed and approved with the following vote: Corpus Christi Page 2 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 6. 7. Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: 029538 Renewal of lease agreement with Aeronautical Radio, Inc. for space at airport Ordinance authorizing the City Manager, or designee, to execute an agreement with Aeronautical Radio, Inc. (ARINC) to lease space containing approximately twenty (20) square feet located in the lower level of the Corpus Christi International Airport (Airport) terminal for the maintenance and operation of aeronautical Communication equipment providing air /ground data communications to aircraft on the ground and en route within 200 nautical miles from Corpus Christi in consideration of payment of an annual rate per square foot of $51.38 for fiscal year 2011 -2012, $52.15 for fiscal year 2012 -2013 and $52.94 for fiscal year 2013 -2014, adjusted annually thereafter based on the current Terminal Rental Rate for future fiscal years, payable monthly for a term of five (5) years; and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: 029539 Approval of avigation easement instruments and special warranty deeds related to property acquistion for airport runway project Motion authorizing the City Manager or designee to execute an Avigation Easement referred to as Parcel 3 and Special Warranty Deeds referred to as Parcels 3A and 3B, out of Lots 1 and 2, V.M. Donigan Partition,located north of the Corpus Christi International Airport (CCIA) and State Highway 44; from Mary Frances Wilson Burson and fourteen other undivided fee owners; for a total expenditure of $54,000 which includes $52,000 for the avigation easement and land, with additional expense of $2,000 for title policies, recording fees and incidentals; all necessary for the CCIA Runway 17 -35 Relocation /Displacement Project E11046 and for other municipal purposes. The foregoing motion was passed and approved with the following vote: Corpus Christi Page 3 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 8. 9. Aye: 8- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez and Council Member Martinez Abstained: 1 - Council Member Scott Enactment No: M2012 -116 Street closure for "Play in the Park" event for proposed Destination Motion approving the application for street closure from Destination Bayfront to temporarily close Northbound Shoreline between Furman Avenue and Coopers Alley beginning at 8:00 a.m. and ending at 2:00 p.m. for the Play In The Park event to take place on Saturday, June 30, 2012. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -117 Second Reading Ordinance - Utility easement closure for development of property located on the east side of Wishbone Court and north of Durant Drive Second Reading Ordinance - Abandoning and vacating a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26, located on the east side of Wishbone Court and north of Durant Drive; and requiring the owners, Raymundo Ramos, Jr., and Rosario G. Ramos, to comply with the specified conditions. (1st reading - 6/19/12) The foregoing ordinance was passed and approved on second reading with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029540 Second Reading Ordinance adopting Joint Erosion Response Plan 10. Second Reading Ordinance - Adopting The Joint Erosion Response Plan for Nueces County and the City of Corpus Christi 2012; amending the Corpus Christi Page 4 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 Code of Ordinances, City of Corpus Christi, Chapter 10, Beachfront Management and Construction, by designating the erosion response building set -back line or erosion set -back line, requiring an erosion response permit for construction seaward of the erosion set -back line, and making other conforming changes to the chapter; adding the City's Erosion Response Plan as an appendix to the City of Corpus Christi, Texas, Dune Protection and Beach Access Regulations; providing for penalties; providing for severance; providing for publication; and providing a delayed effective date. (1st Reading - 6/19/12) The foregoing ordinance was passed and approved on second reading with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029541 J. EXECUTIVE SESSION: (ITEM 11) 11. Mayor Adame read Executive Session No. 11. The Council went into executive session. Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations with possible discussion and action in open session. The council returned from executive session. City Secretary Chapa read a Resolution regarding the negotiation process between the City of Corpus Christi and the Corpus Christi Fire Fighter's Association. Mayor Adame asked for comments from the audience. The following citizens spoke: Abel Alonzo, Mike Staff and Carlos Torres. The foregoing resolution was passed and approved with the following vote: Resolution regarding the matter of the negotiation process between the City of Corpus Christi and the Corpus Christi Fire Fighter's Association. Enactment No.: 029542 Aye: 8- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 1 - Council Member Leal Enactment No K. PUBLIC HEARINGS: (ITEM 12) Ordinance to consider adopting Unified Development Code Text Amendments Corpus Christi Page 5 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 Mayor Adame referred to Item No. 12. Mark Van Vleck, Interim Director of Development Services stated that this item amends the Unified Development Code and referred to the text amendments being proposed. A motion was made by Council Member Elizondo, seconded by Council Member Scott to open the public hearing. Jack Gordy spoke but his comments were not relevant to this item. A motion was made by Council Member Martinez, seconded by Council Member Elizondo to close the public hearing. 12. Public Hearing and First Reading Ordinance to consider amending the Corpus Christi Unified Development Code (UDC) by revising Table 4.4.2. relating to permitted uses; revising Table 4.4.3.B. relating to density, yards, and height; revising Table 7.2.2.B. relating to the parking requirement for retail sales and service uses; amending conflicting provisions of the City's Comprehensive Plan; repealing conflicting ordinances; providing for severance, penalties, publication and an effective date. The foregoing ordinance was passed and approved on first reading with the following vote: Aye: 9 - Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 L. REGULAR AGENDA (ITEMS 13 - 24) Award of construction contract for Oso Bay Park Trail Improvements Phase 1 Mayor Adame referred to Item No. 13. Mike Morris, Director of Parks & Recreation stated that this item relates to a construction contract for the Oso Bay Park Trail Improvements, Phase 1. He added that a presentation was provided to the Council at a prior council meeting under the Future Agenda section of the agenda. Mayor Adame asked for comments from the audience. There were no comments. 13. Motion authorizing the City Manager, or designee, to execute a construction contract with H2O Construction, Inc. of Corpus Christi, Texas in the amount of $638,062.00 for the Oso Bay Park Trail Improvements, Phase 1 Project for the Base Bid. The foregoing motion was passed and approved with the following vote: Aye: 9 - Abstained: 0 Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -118 Corpus Christi Page 6 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 Appropriation of funds and award of construction contract for Corpus Christi Beach arch entrance project Mayor Adame referred to Items 14 and 15. Mike Morris, Director of Parks and Recreation stated that this items relates to a construction contrct for Corpus Christi Beach Entry project. Mr. Morris stated that the original scope of the project did not include lighting, but that the Engineering department is research the estimate cost to add lighting to this project. He added that a presentation was provided to the council at a prior council meeting under the Future Agenda section of the agenda. Mayor Adame asked for comments from the audience. Carolyn Moon spoke about the emergency declaration on this item. 14. Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 to transfer a total of $425,153.51 in budgeted project savings from the Heritage Park Cultural Center Renovation Project to the North Beach (CC Beach) Entry Development Project; increasing expenditures in the amount of $425,153.51; and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029543 15. Motion authorizing the City Manager, or designee, to execute a construction contract with Largin Construction Services, LLC. of Corpus Christi, Texas in the amount of $404,960.93 for the Bond 2008 Corpus Christi Beach Entry Development Project (Re -Bid) for the Base Bid. The foregoing motion was passed and approved with the following vote: Aye: 9- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -119 Consultant agreement for competitive assessment of Solid Waste Services Mayor Adame referred to Item No. 16. Margie Rose, Assistant City Manager stated that this item relates to a consultant agreement for the Competitive Assessment of Solid Waste Services. Ms. Rose stated that a presentation was provided to the council at a prior council meeting under the Future Agenda section of the agenda. Mayor Adame asked for comments from the audience. There were no comments. Corpus Christi Page 7 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 16. Motion authorizing the City Manager or designee to execute a consultant agreement with SAIC Energy, Environmental & Infrastructure, LLC, of Austin, Texas, to provide a competitive assessment/business case analysis of the Solid Waste Services Department, for an amount not to exceed $93,600. Funding is available in the Solid Waste Services Operations Budget for fiscal year 2011/2012. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -120 Approval to amend water permit rights at Choke Canyon and Lake Corpus Christi for mining purposes Mayor Adame referred to Item No. 17. Gus Gonzalez, Director of Water Operations stated that this item is a Resolution granting authority to the City Manager to amend the Choke Canyon and Lake Corpus Christi water right permits. Mayor Adame asked for comments from the audience. There were no comments. 17. Resolution granting authority to the City Manager or designee to amend the Choke Canyon and Lake Corpus Christi water right permits. The foregoing resolution was passed and approved with the following vote: Aye: 9- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029544 Refunding of Corpus Christi Business and Job Development Corporation Seawall Bonds Mayor Adame referred to Item No. 18. Constance Sanchez, Director of Finance stated that this item relates to the refunding of Seawall Sales Tax Bonds. Mayor Adame asked for comments from the audience. There were no comments. 18. Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2012 (Seawall Project) "; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. Corpus Christi Page 8 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 The foregoing resolution was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029545 Notice of Intention to issue Airport Certificates of Obligation; appointment of financial advisor; and approval of preliminary official statement MayorAdame referred to Item Numbers 19, 20 and 21. Constance Sanchez, Director of Finance stated that this item relates to issuing $6,000,000 in Combination Tax and Surplus Airport Revenue Certificates of Obligation associated with Airport safety improvements on the runway. Mayor Adame asked for comments from the audience. Abel Alonzo spoke in support of this project. 19. Resolution by the City Council of the City of Corpus Christi, Texas authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. The foregoing resolution was passed and approved with the following vote: Aye: 8- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Martinez and Council Member Scott Absent: 1 - Council Member Marez Abstained: 0 Enactment No: 029546 20. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor, for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT). The foregoing motion was passed and approved with the following vote: Aye: 8- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Martinez and Council Member Scott Absent: 1 - Council Member Marez Abstained: 0 Enactment No: M2012 -121 21. Resolution by the City Council of the City of Corpus Christi, Texas approving the City's preliminary official statement pertaining to the sale of Corpus Christi Page 9 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 obligations designated as "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) "; complying with the requirements contained in the United States Securities and Exchange Commission's Rule 15c2 -12; and other matters in connection therewith. The foregoing resolution was passed and approved with the following vote: Aye: 8- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Martinez and Council Member Scott Absent: 1 - Council Member Marez Abstained: 0 Enactment No: 029547 Refunding of Airport Bonds from airport revenue bonds to general improvement bonds MayorAdame referred to Item Numbers 22, 23 and 24. Constance Sanchez, Director of Finance stated that this item relates to refunding of Airport Bonds from Airport Revenue Bonds to General Improvement Bonds. Mayor Adame asked for comments from the audience. There were no comments. 22. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding - AMT) and Series 2012B (Airport Refunding - Non -AMT). The foregoing motion was passed and approved with the following vote: Aye: 9 Abstained: 0 Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -122 23. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding - AMT)", levying an annual ad valorem tax, within the limitations prescribed by law, 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 the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain Corpus Christi Page 10 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 documents relating to the sale of the bonds, and providing an effective date. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029548 24. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012B (Airport Refunding - Non-AMT)", levying an annual ad valorem tax, within the limitations prescribed by law, 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 the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No 029549 M. FIRST READING ORDINANCES: (NONE) N. FUTURE AGENDA ITEMS (ITEMS 25 - 36) Mayor Adame reerred to the Future Agenda section, Item 25 through 36. Mayor Adame stated that these items are for informational purposes only and that no action or public comment would be taken at this time. Council Members pulled Item Numbers 26, 27 and 28, and staff provided presentations on Item Numbers 30 through 36. Service agreement for large diameter sanitary sewer line inspection & cleaning Corpus Christi Page 11 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 25. Service agreement for large diameter sanitary sewer line inspection & cleaning Motion approving a service agreement for large diameter sanitary sewer line inspection and cleaning with Ace Pipe Cleaning, Inc., of Fort Worth, TX, based on lowest responsible proposal, in accordance with Request for Proposal No. BI- 0136 -12, fora total amount of $1,990,637.50. The term of the agreement is one year with an option to extend for up to two additional one -year periods subject to the approval of the service provider and the city manager or designee. Funds are available in the Wastewater Fund in FY11/12. Motion was recommended by staff to Consent Agenda. Amendments to contracts for air quality monitoring services 26. Amendments to contracts for air quality monitoring services Resolution authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with Texas A & M University Corpus Christi for the Pollution Partnership Alliance Clean Fleet Program by adding $140,750.00 for cost reimbursements and extending the term through August 31, 2013; authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with the University of North Texas University for Air Quality Monitoring and Modeling by adding $184,750.00 for costs reimbursements and extending the term through August 31, 2013. Resolution was recommended by staff to Consent Agenda. Agreement to install parking lot and access road lighting for the Packery Channel Boat Ramp project 27. Agreement to install parking lot and access road lighting for the Packery Channel Boat Ramp project Motion approving a Contribution -In- Aid -Of- Construction Agreement with American Electric Power (AEP) in the amount of $129,813.44, for installation of the Packery Channel Boat Ramp Parking Lot and Access Road Lighting. (BOND 2008) Motion was recommended by staff to Consent Agenda. Participation agreement to cover the City's cost for street construction related to the future development of subdivision 28. Ordinance amending the FY 2012 Capital Improvement Budget adopted Corpus Christi Page 12 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. Emergency Ordinance was recommended by staff to Consent Agenda. 29. Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Mostaghasi Investment Trust, Developer of King's Point Unit 9, in the amount of $53,431.46 for the City's portion of the cost of Maximus Drive and Queen Bess Drive abutting the linear park, in accordance with the Unified Development Code. (BOND 2008) Motion was recommended by staff to Consent Agenda. Consultant agreement to assist with replacing the City's financial and human resources management software 30. Consultant agreement to assist with replacing the City's financial and human resources management software Motion authorizing the City Manager or his designee to execute a consultant agreement with Plante & Moran, PLLC of Southfield Michigan, for $198,340, to provide Enterprise Resource Planning (ERP) System Consultant services. Motion was recommended by staff to Regular Agenda. Appropriation of funds and approval of Type A grant for expansion of boat manufacturing facility 31. Appropriation of funds and approval of Type A grant for expansion of boat manufacturing facility Ordinance appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund fora business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency. Emergency Ordinance was recommended by staff to Regular Agenda. 32. Resolution approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Corpus Christi Page 13 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 Turner -Majek Real Estate, LLC ( "Turner -Majek LLC "), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs. Resolution was recommended by staff to Regular Agenda. Issuance of new money and refunding of utility system secondary revenue bonds 33. Issuance of new money and refunding of utility system secondary revenue bonds Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000. Motion was recommended by staff to Regular Agenda. 34. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement, an escrow agreement, and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Emergency Ordinance was recommended by staff to Regular Agenda. Corpus Christi Page 14 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 FUTURE PUBLIC HEARINGS Change of zoning from residential to residential on property located at 5409 Lipes Blvd. 35. Change of zoning from residential to residential on property located at 5409 Lipes Blvd. Case No. 0312 -02: Convent Academy of the Incarnate Word: A change of zoning from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District. The property to be rezoned is described as being 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts. Planning Commission and Staff Recommendation: Denial of the change of zoning to the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract and, in lieu thereof, approval of the "RM -1" Multifamily 1 District on the western fifteen (15) acres and "RS -6" Single - Family 6 District on the remaining eastern 26.32 acres. ORDINANCE Ordinance amending the Unified Development Code (UDC), upon application by Convent Academy of the Incarnate Word, by changing the UDC Zoning Map in reference to the 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. Emergency Ordinance was recommended by staff to Public Hearings. Change of zoning from commercial to commercial on property located at 2921 Airline Road 36. Change of zoning from commercial to commercial on property located at 2921 Airline Road Case No. 0512 -01: Saratoga Airline, LLC: A change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. The property to be rezoned is described as being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Corpus Christi Page 15 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 Unit 2. Planning Commission & Staff Recommendation (May 23, 2012): Approval of the change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. ORDINANCE Ordinance amending the Unified Development Code (UDC), upon application by Saratoga Airline, LLC, by changing the UDC Zoning Map in reference to 2.00 acres of land, more or less, out of Brighton Village Unit 2, Block 14, Lot 3 from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. Emergency Ordinance was recommended by staff to Public Hearings. O. UPDATES TO CITY COUNCIL (ITEMS 37 - 39) 37. Emergency Operations Center (EOC) Preparedness Efforts MayorAdame referred to Item No. 37, Emergency Operations Preparedness Efforts. Robert Rocha, Fire Chief provided a summary of the preparation for this year's hurricane season. Mr. Rocha referred to the three levels of activation - Level 1 (Monitor), Level 2 (Partial), and Level 3 (Full); and described the emergency readiness levels - Level 4 (Normal Conditions), Level 3 (Increased Readiness), Level 2 (High Readiness), and Level 1 (Maximum Readiness); referred to a chart depicting the major hurricane strikes by month; the evacuation areas; and the 2012 Hurricane Outlook. 38. Packery Channel Six Pack Project Update MayorAdame referred to Item No. 38, Update on Packery Channel Six Pack. Mr. Dan Biles, Director of Engineering provided a brief update on the project list and budget. He discussed each of the following phases and provided a status report: Phase 1 - Restroom Facilities at Seawall Parking Lot; Phase 2 - Packery Channel Improvements; Phase 3 - Restroom Facilities at Packery Channel; Phase 4 - ADA Ramps to Jetties; Phase 5 - Northside Pavilion; Phase 6 - Administration and Maintenance Building, and Phase 7 - Parking Lot Improvements at Jerry Ramp. He displayed an aerial map depicting the parking lot improvements in the Packery Channel area. 39. FY 2012 -2013 Proposed Capital Budget and Capital Improvement Planning Guide MayorAdame referred to Item No. 39, FY 2012 -2013 Proposed Capital Budget and Capital Improvement Planning Guide. Mr. Oscar Martinez, Assistant City Manager stated that the Planning Commission adopted the Proposed Capital Budget on June 20, 2012, a City Council Public Hearing is scheduled for July Corpus Christi Page 16 Printed on 7/3/2012 City Council Meeting Minutes - Draft June 26, 2012 10, 2012, first reading and second reading of the ordinance are scheduled for July 17th and July 24, respectively. Mr. Martinez provided a presentation and referred to Capital Budget Highlights and Approach; 2013 Funding Sources by Type; 2013 Funding Uses by Program; Revenues by Type for FY 2013, FY 2014 and FY 2015; Program Expenditures for FY2013 - 2015. He then discussed annual CIP Highlights for the following departments: Airport, Parks & Recreation, Public Facilities, Public Health & Safety, Streets, Gas, Storm Water, Wastewater, and Water. Mr. Martinez also referred to charts showing the 10 Year Utility Rates by Utility and 10 Year Water Rates by Class. P. SPECIAL BUDGET PRESENTATION (ITEM 40) 40. Proposed FY 2012 -2013 Operating Budget for Enterprise Funds and Debt Service Funds. Mayor Adame referred to Item No. 40, Proposed FY 2012 -2013 Operating Budget for Enterprise Funds and Debt Service Funds. Mr. Oscar Martinez, Assistant City Manager first provided a presentation on the Enterprise Fund and discussed the pinnacle issues for FY2013, major accomplishments for FY 2012, employees in the enterprise fund, utility rate impact, revenue, total expenditures, summary of fund balances, projected change in fund balance, and decision packages for FY2013. Mr. Martinez then provided a presentation on the Debt Service Funds and discussed the major revenues, balances, fund categories, and utility debt service funds. Q. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 4:00 P.M., OR AT THE END OF THE COUNCIL MEETING, WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. Mayor Adame referred to Public Comment. Jack Gordy spoke about permits required for political signs; Carolyn Moon also spoke about permits required for political signs; Jim Klein spoke about the political process and a Resolution to overturn the Citizens United group; John Odom spoke about the number of traffic citations issues on Melisa Lane and that the Police department enforce the speed limit on this street; and Abel Alonzo spoke about the reduction of legal fees in the Legal department. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: R. CITY MANAGER'S COMMENTS: There were no City Manager comments. Update on City Operations S. ADJOURNMENT There being no further business to come before the Council, Mayor Adame adjourned the council meeting at 4:25 pm on June 26, 2012. Corpus Christi Page 17 Printed on 7/3/2012 AGENDA MEMORANDUM for the City Council Meeting of July10, 2012 DATE: 7/10/12 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 M i keb(a� cctexas. com Foster Crowell, Director of Wastewater Operations (361) 857- 1801 FosterC(a� cctexas. com Large Diameter Sanitary Sewer Line Inspection & Cleaning CAPTION: Motion approving a service agreement for large diameter sanitary sewer line inspection and cleaning with Ace Pipe Cleaning, Inc., of Fort Worth, TX, based on lowest responsible proposal, in accordance with Request for Proposal No. BI- 0136 -12, for a total amount of $1,990,637.50. The term of the agreement is one year with an option to extend for up to two additional one -year periods subject to the approval of the service provider and the city manager or designee. Funds are available in the Wastewater Fund in FY11/12. BACKGROUND AND FINDINGS: The City is implementing a multi -year initiative to inspect, clean and record the condition of designated large diameter wastewater collection system pipelines in the city. This will consist of video inspection, cleaning pipelines using high pressure water jets or mechanical equipment, remote obstruction removal and transportation and proper disposal of waste materials. The City's contracted engineering advisor for this project, Coym, Rehmet & Gutierrez Engineering, L.P., assisted the City in developing the Request for Proposal and in analyzing proposals received. ALTERNATIVES: None. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Wastewater Department FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $3,504,356.23 $0 $3,504,356.23 Encumbered / Expended Amount $1,498,857.06 $0 $1,498,857.06 This item $1,990,637.50 $0 $1,990,637.50 BALANCE $14,861.67 $0 $14,861.67 Fund(s): Wastewater Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement Approvals: Veronica Ocanas, Assistant City Attorney Foster Crowell, Director of Wastewater Operations Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar Martinez, Assistant City Manager CITY OF CORPUS CHRISTI PURCHASING DIVISION PRICE SHEET RFP NO. BI- 0136 -12 LARGE DIAMETER SANITARY SEWER LINE INSPECTION & CLEANING BROWN O'BRIEN SEWER SPECIALTIES MANVEL, TX ACE PIPE CLEANING, INC. FORT WORTH, TX Unit of Group Description Quantity Measure A Mobilization B Traffic Control C CCTV Pre - Cleaning Inspection 46,500 linear feet D Line Cleaning 46,500 linear feet E Flow Control /By —Pass TOTALS Total $111,000.00 $247,475.00 $385,762.50 $1,090,925.00 $24,600.00 $1,859,762.50 Brown O'Brien Sewer Specialties does not meet the minimum requirements of the procurement and is, therefore, deemed non - responsive. Total $110,650.00 $235,050.00 $376,312.50 $1,223,125.00 $45,500.00 $1,990,637.50 Page 1 of 1 SERVICE AGREEMENT Large Diameter Sanitary Sewer Line Inspection & Cleaning Service Agreement No. THIS Large Diameter Sanitary Sewer Line Inspection & Cleaning Agreement (this "Agreement ") is entered into by and between Ace Pipe Cleaning, Inc. (the "Contractor ") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly authorized City Manager or designee ( "City Manager'), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Large Diameter Sanitary Sewer Line Inspection & Cleaning in response to RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12) which is incorporated and attached as Exhibit A; WHEREAS the City has determined Contractor to be the lowest responsible bidder; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Large Diameter Sanitary Sewer Line Inspection & Cleaning in accordance with RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12) Specification 1007. 2. Term. This Agreement is for one (1) year commencing on the date signed by the last signatory hereto and continuing for one year thereafter. The term includes an option to extend for up to two additional twelve -month periods subject to the approval of the Contractor and the City Manager. 3. 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. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Director of Wastewater. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages and the performance bond to the Contract Administrator. Additionally, the Certificate must state that the Director Wastewater will be given at least thirty (30) days' notice, by certified mail, of cancellation, material change in the coverages 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 15 days of the City Manager's written request. 14 6. Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of • any fiscal year of the City (the City's fiscal year ends on July 31st), is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12), or the Contractor's bid offer to RFP No. BI- 0136 -12 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Director of Wastewater. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12). Failure to keep all insurance policies and performance bonds in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty -four (24) hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, 15 Ptjblication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand - delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Director of Wastewater P.O. Box 9277 Corpus Christi, Texas 78469 -9277 IF TO CONTRACTOR: Contractor Contact Address: City, State, Ace Pipe Cleaning, Inc. Bruce Jameson 1509 Sylvania Ct. Fort Worth TX 76111 17. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods /services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month -to -month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or 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 thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL 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 ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF 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 THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF 16 INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. 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 REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. SIGNED this 6th day of June, 2012. CITY OF CORPUS CHRISTI ( "CITY ") Contractor Ace Pipe Cleaning, Inc Steve Hontz Title: President Michael Barrera Date Assistant Director of Financial Services APPROVED THIS Incorporated by Reference: Exhibit A: RFP No. BI- 0136 -12 Exhibit B: Proposer's Proposal DAY OF , 20 . 17 AGENDA MEMORANDUM Future Agenda: June 19, 2012 Action: June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Pete Anaya, P.E., Director of Planning & Environmental Services E -Mail: Petean(c�cctexas.com Work Phone: 826 -3781 Contract Amendments for Air Quality Services (TAMU -CC & UNT) PURPOSE: Resolution authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with Texas A & M University Corpus Christi for the Pollution Partnership Alliance Clean Fleet Program by adding $140,750.00 for cost reimbursements and extending the term through August 31, 2013; authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with the University of North Texas University for Air Quality Monitoring and Modeling by adding $184,750.00 for costs reimbursements and extending the term through August 31, 2013. BACKGROUND AND FINDINGS: Additional funding is needed for Texas A &M University Corpus Christi and the University of North Texas to continue providing pollution prevention and air quality services. The City received formal notification of from the Texas Commission on Environmental Quality (TCEQ) of funding for the 2012 — 2013 Biennium. Council accepted and appropriated the grant during the April 10, 2012 Council Meeting. The proposed amendments will allow continuation of work based on the revised work plan for September 1, 2012 through August 31, 2013. ALTERNATIVES: 1. Approval of the Amendments as recommended. 2. Initiate a qualification based selection process for the required services. FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP C: \Program Files \Granicus \Legistar5 \Packet \984_City Council_ 7 _ 10 _ 2012 \0003_1_Agenda Memo - Air Quality Amendment 2 TAMUCC UNT.doc FISCAL YEAR: 2012 -2013 Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget 442,300.00 442,300.00 Encumbered /Expended amount as of 07/31/2012 70,000.00 70,000.00 This item 0 325,500.00 325,500.00 BALANCE 0 46,800.00 46,800.00 COMMENTS: The contracts provide for air quality monitoring and modeling (UNT) and the Pollution Partnership Clean Fleet program (TAMUCC). RECOMMENDATION: Approval of resolutions as presented. CONFORMITY TO CITY POLICY: The contracts and selection process complies with City Policy. EMERGENCY / NON-EMERGENCY: N.A. DEPARTMENTAL CLEARANCES: Planning /Environmental Services LIST OF SUPPORTING DOCUMENTS: Exhibit A: Contract Summaries Cc: Veronica Ocanas, Assistant City Attorney Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar Martinez, Assistant City Manager C: \Program Files \Granicus \Legistar5 \Packet \984_City Council_ 7 _ 10 _ 2012 \0003_1_Agenda Memo - Air Quality Amendment 2 TAMUCC UNT.doc Exhibit A AMENDMENT No. 2 INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A & M UNIVERSITY - CORPUS CHRISTI AND THE CITY OF CORPUS CHRISITI WHEREAS, the City entered into a Grant Agreement for Air Quality Planning ( "Grant ") with the Texas Commission on Environmental Quality ( "TCEQ "), Contract No. 582 -11 -11223 for air quality planning activities in areas considered to be near non - attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990, which activities may include without limitation identifying, inventorying, and modification and quantification of potential pollution reduction through voluntary control, and which activities will be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Coastal Bend; WHEREAS, an element in the City's proposal for the Grant was Texas A &M University — Corpus Christi (TAMU -CC) was a continuation of the "Pollution Prevention Partnership and Education Outreach Program "; WHEREAS, TCEQ has provided the City with additional funding, and the City desires to supplement funding for TAMU -CC's "Pollution Prevention Parnership and Education Outreach Program "; WHEREAS, the supplemental funding contract between TCEQ and City provides funding for TAMU -CC's "Pollution Prevention Parnership and Education Outreach Program"; which TCEQ has extended into biennium 2012 -2013. NOW, THEREFORE, the parties agree to the amendment of Section 5. Price and Payment as follows: Section 5. Price and Payment, Paragraph 1 is revised to read: As compensation for the performance of the agreement, the City agrees to reimburse TAMU -CC on a cost - reimbursement basis an additional amount of One Hundred Forty Thousand Seven Hundred Fifty Hundred Dollars ($140,750.00) in a restated amount up to Four Hundred Ten Thousand Seven Hundred Fifty and nolxx dollars ($410,750.00) Toe for expenses authorized under the Grant as approved by TCEQ. TAMU -CC agrees to expend funds under the budget in accordance with the scope detailed by the Pollution Partnership Work Plan for September 1, 2012 through August 31, 2013 as set forth in Exhibit A -2, which is attached to and incorporated into this agreement by reference. • 1 1 1 1 1 Section 5. Price and Payment paragraph a. is revised to read: a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to TAMU -CC, if funding is not available from TCEQ through the Grant. Payments may not exceed Four Hundred Ten Thousand Seven Hundred Page 1 of 2 K:1Engineering DataExchangelKevinSIGENIENVIRONMAAirOualityGrant2012- 2013Biennium \TAMUCCInterlocalAmd2.doc Fifty and no /xx dollars ($410,750.00) from the date of execution of the original Agreement through August 31, 2013 to August 31, 2011. All other terms and conditions of the originally authorized December 14, 2010, as amended, between the City and TAMU —CC shall remain in effect. CITY OF CORPUS CHRISTI By: TEXAS A &M UNIVERSITY — CORPUS CHRISTI By: s'• 22- • /Z Oscar Martinez Date AuthgYized Representative Date Dr. Luis Cifuentes me Assistant City Manager ATTEST: Armando Chapa City Secretary APPROVED AS TO FORM: Veronica Ocanas Assistant City Attorney RECOMMENDED: Date Title Date Pete Anaya, P.E. Date Director of Planning and Environmental Services Page 2 of 2 K:1Engineering DataExchange lKevinS1GEN1ENVIRONM AirQualityGrant2012- 2013BienniumlTAMUCCInterlocalAmd2 .doc Work Plan for Rider 8 FY 2012 -2013 Funding Recipient: Pollution Prevention Partnership —Texas A &M University- Corpus Christi Task 5: Planning and Outreach 5.1 The Performing Party, subcontracting with Texas A &M University- Corpus Christi, Pollution Prevention Partnership, shall establish stakeholder groups or committees that include local governments, businesses, citizens groups, and environmental groups. The purpose of these stakeholder groups shall be(to the extent the Performing Party determines appropriate) to foster community participation in local ozone reduction efforts, review technical work, serve as source of information of ideas in developing local ozone reduction efforts. This task had been assigned by TCEQ as part of the work plan format for FY 2009 -2010 funding cycle. This task will no longer be performed by the Pollution Prevention Partnership in the 2012 -2013 funding cycle due to funding cuts. 5.2 The Performing Party shall maintain a public web site to facilitate public access to air quality information and the technical or outreach efforts undertaken by the Performing Party. The Performing party shall document traffic on its website by counting the number of times the web site is "hit" each month. This task had been assigned by TCEQ as part of the work plan format for FY 2009 -2010 funding cycle. This task will no longer be performed by the Pollution Prevention Partnership in the 2012 -2013 funding cycle due to funding cuts. 5.3 The Performing Party (Pollution Prevention Partnership [P3]) shall develop, implement and deliver a Clean Fleet program for the Corpus Christi Air Shed. Mobile source emissions from vehicles are a significant contributor to ozone precursors in Corpus Christi. The Clean Fleet program will measure vehicle emissions from area public and private fleets for hydro carbons and NOx, coordinate emission reducing repairs to identified polluting fleet vehicles, re -test the emissions of each repaired vehicle, calculate and quantify emissions reductions as a result of repairs, and document the quantified emissions reductions directly related to the Clean Fleet program. Frequency of emissions testing for each fleet will be mileage based. Vehicles driven 20,000 miles per year or less will be tested annually and vehicles driven in excess of 20,000 miles per year will be tested quarterly. The approximate total of vehicles; both gasoline and diesel, committed to participate in the program thus far with preliminary surveying is 400. Additional public and private fleets will be recruited to participate throughout the term of the program with a total vehicle participation goal for the program of 800 vehicles. Exhibit A -2 Pa 1 of 3 Deliverables: • Based on funding and fleet owner interest, a minimum of 1 emissions testing site visit each month will be strived for. • The Regional Transportation Authority has committed to emissions test their diesel buses (30 buses), test new CNG buses as they come into the fleet and provide an emissions comparison of a bus route run with a diesel bus and the same route with a CNG bus. The Regional Transportation Authority has purchased 10 CNG buses and this comparison and database will be developed for each of the 10 buses. • A report and database will be submitted monthly that includes: o a quantification of vehicles solicited to participate in emissions testing, o quantification of vehicles successfully recruited to participate in emissions testing, o quantification of each vehicle screened for emissions, o quantification of NOx and hydrocarbons of each vehicle screened, o quantification of polluting vehicles identified, o quantification of vehicles repaired, o quantification of vehicle emissions read after emission reduction repairs, o quantification of emissions reduced as a result of the program. Deliverable Date: The Performing Party shall document project activity on a monthly basis through the monthly progress reports required in Task 5 of this work plan. Each monthly report will be submitted by the 5th of the month and describe all activities and emissions reductions from the previous month. A final report shall be provided no later than October 1, 2013. Cost: September 2012 - August 2013 - $140,750 5.4 The public outreach projects will implement programs that educate the community about air quality, including the impact on air quality of individual choices, recommendations for alternative choices that minimize air quality impact, and ozone action day messages. This task will be accomplished by a continuous community presence of the Pollution Prevention Partnership and its air quality messages via briefings of the media as well as coordination and participation in numerous interviews, community Exhibit A -2 Page 2 of 3 events, air quality curricula provided to area schools, presentations to community and civic groups, and other public presentation and outreach opportunities. This task will no longer be performed by the Pollution Prevention Partnership due to funding cuts. Exhibit A -2 Page 3 of 3 AMENDMENT No. 2 INTERLOCAL COOPERATION AGREEMENT BETWEEN UNIVERSITY OF NORTH TEXAS AND THE CITY OF CORPUS CHRISITI INTERLOCAL COOPERATION AGREEMENT between University of North Texas ( "UNT ") and the City of Corpus Christi ( "City "), WHEREAS, the City entered into a Grant Agreement for Air Quality Planning ( "Grant ") with the Texas Commission on Environmental Quality ( "TCEQ "), Contract No. 582 -11 -11223 for air quality planning activities in areas considered to be near non - attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990, which activities may include without limitation identifying, inventorying, and modification and quantification of potential pollution reduction through voluntary control, and which activities will be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Coastal Bend; WHEREAS, an element in the City's proposal for the Grant was UNT's proposed "Corpus Christi Ozone Near Non - Attainment Area Assessment and Planning Study," which study is being prepared by UNT, as a continuation of the City's Regional Air Quality Committee's Air Quality Assessment and Planning Program; WHEREAS, TCEQ stated that the preferred activity to be funded by the additional would be additional air quality monitoring effort as set forth by UNT's "Corpus Christi Ozone Near Non - Attainment Area Assessment and Planning Study "; WHEREAS, the supplemental funding contract between TCEQ and City provides funding for UNT's "Corpus Christi Ozone Near Non - Attainment Area Assessment and Planning Study," in cooperation with its partners which TCEQ has extended into biennium 2012- 2013 and such activities require an amendment to authorize funding and scope modification for the term of September 1, 2012 through August 31, 2013 subject to continuation after August 31, 2013 upon approval of the TCEQ. NOW, THEREFORE, the parties agree to the amendment of Section 5. Price and Payment as follows: Section 5. Price and Payment, Paragraph 1 is revised to read: As compensation for the performance of the agreement, the City agrees to reimburse UNT on a cost - reimbursement basis an additional amount of One Hundred Eighty Four Thousand Seven Hundred and no /xx Dollars ($184.750.00) in a restated amount up to Five Hundred Thirteen Thousand Seven Hundred Fifty Dollars ($513,750.00) wee -Hunk for expenses authorized under the Grant as approved by TCEQ. UNT agrees to expend the additional funds under the budget detailed in Exhibit A -2, Amended Work Plan, which is attached to and incorporated into this agreement by reference. • 1 1 * 1 1 Page 1 of 2 K:lEngineering DataExchangelKevinSl GEN1ENVIRONM1 AirQualityGrant2012- 2013BienniumlUNTInterlocalAmd2- 042512.doc Section 5. Price and Payment paragraph a is revised to read: a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to UNT, if funding is not available from TCEQ through the Grant. Payments may not exceed Five Hundred Thirteen Thousand Seven Hundred Fifty and no /xx Dollars ($513,750.00) Three H 4ndred Twenty Nine from the execution of this Agreement through August 31, 2013 to August 31, 2012. All other terms and conditions of the originally authorized December 14, 2010, as amended, between the City and UNT shall remain in effect. CITY OF CORPUS CHRISTI UNI ITY OF �F - TEXAS By: By: � ' 5‘001— Oscar Martinez Date 1ea�f3ush, Senior Associate Date City Manager Vice President for Finance ATTEST: Armando Chapa Date City Secretary APPROVED AS TO FORM: The `4,ktt day of ►V Date Veronica Ocanas Assistant City Attorney Pete Anaya, P.E. Date Director of Planning /Environmental Services 2012 Page 2 of 2 K:1Engineering DataExchange KevinSl GEN1 ENVIRONM1 AirQualityGrant2012- 2013BienniumlUNTInterloca lAmd2- 042512.doc �vixs oiRrx°cns KINGSVILLE Corpus Christi Ozone Near Non - Attainment Area Air Quality Research Activities (2012 -2013) Project Coordinator: Proposed by the College of Engineering University of North Texas, Denton Dr. Kuruvilla John Professor Department of Mechanical and Energy Engineering and Associate Dean of Research and Graduate Studies College of Engineering University of North Texas, Denton Project Duration: September 1, 2012 through August 31, 2013 Project Overview: The Texas Commission on Environmental Quality (TCEQ) Is continuing to support the Corpus Christi ozone near nonattainment area air quality research and planning activities through a biennial Rider 8 appropriation to the City of Corpus Christi. The technical activities on this project have been operated out of the University of North Texas (UNT) under the supervision of Dr. Kuruvilla John through an interlocal agreement with the City of Corpus Christi. The project team is comprised of Dr. John's air resources engineering research group at UNT and Ms. Saritha Karnae at Texas A&M University - Kingsville (TAMUK). For continuing the technical research activities under this project for 2012 -2013, a research team led by Dr. Kuruvilla John and located jointly at the University of North Texas and Texas A &M University - Kingsville (the team is hereby referred to as the "Performing Party") working in close collaboration with the City of Corpus Christi and the Texas Commission on Environmental Quality hereby submits the following work plan. The work plan is broadly categorized into five major tasks with associated costs broken down by project tasks. Funding Request: Task 1. Ambient air quality monitoring through Aug 2013 $170,000 Task 2. Conceptual model update through 2012 $ 14,750 Total $184,750 February 2012 1 txhibit A-2T Page 1 of 4 �o� l��f�ns c KINGSVILLE Task 1; Ambient Monitoring Projects 1.1 The Performing Party will continue to collect and deliver any routine, hourly ambient monitoring data to the TCEQ in Austin (through the LEADS) collected in Phase I. In order to provide accurate, quality assured data for modeling efforts and to track movement of pollutants, the Performing Party will operate the ambient air monitoring sites as listed in Table 1: Ambient Air Monitoring Sites to be Operated by the Grant Recipient. The geographical location of the monitoring sites is shown in Figure 1. The data will be transferred regularly to the TCEQ's Leading Environmental Analysis and Display System (LEADS) data system as specified in Table 1. The Performing Party will operate four of these monitoring sites April 1 until October 31. Table 1. Ambient air monitoring sites to be operated r LOCATION (ADDRESS) EQUIPMENT (INSTRUMENTS) START DATE END DATE Holly Road site (CAMS 660) - Water pumping station operated by the City of Corpus Christi located in the growing suburbs of the south side of the City. Teledyne API 400E ozone analyzer, F460 wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 Aransas Pass site (CAMS 659) - Wastewater treatment plant operated by City of Aransas Pass and in cooperation with the San Patricio Water District. A coastal location to the NE of Corpus Christi. Teledyne API 400E ozone analyzer, RM young wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 Violet site (CAMS 664) - Pumping station located west of Corpus Christi. Rural location surrounded by open field for several miles. Teledyne API 400E ozone analyzer, RM young wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 Odem site (CAMS 686) - Pumping station operated by San Patricio Water District. Rural location NW of Corpus Christi. Teledyne API 400E ozone analyzer, F460 wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 February 2012 Exhibit A -2 Page 2 of 4 KiN�GS�. VILLE Figure 1. Air monitoring sites in the Corpus Christi urban airshed. This contractor -owned transfer standard will be calibrated according to TCEQ specifications, policies and procedures in the TCEQ's NAMS /SLAMS Network and U.S. Mexico Border Support Activities Quality Assurance Project Plan for Air Monitoring in Texas. These requirements are based on requirements found in the code of Federal Regulations (CFR) 40, Parts 50, 53, and 58. See URL htta: / /www.epa.gov/ dots /epacfr40 /chapt- I.info /subch -C.htm Deliverable: Deliverable Date: Ambient monitoring data collected at monitoring sites described in the Phase II work plan delivered to TCEQ's LEADS. Continuously between September 1, 2012, and November 1, 2012 and April 1, 2013, and August 31, 2013, or as soon as practical. Cost: $170,000 (cost includes monitoring equipment upgrade and replacement for one site) February 2012 Exhibit A -2 Page 3 of 4 UNIVERSUy NORTH 1EXAS KINGSVILLE Task 2: Update Conceptual Model through the 2012 Ozone Season The Performing Party will identify necessary and sufficient conditions for high or exceeding ozone measurements in their program area (defined as the immediate statistical area plus adjacent counties) of the ozone National Ambient Air Quality Standards (NAAQS). The Performing Party's analyses will include any seasonal variations and use data through 2012 to the extent possible. In particular, the Performing Party's conceptual model will include the following analyses: • Evaluate the wind speeds, directions and time of day associated with high ozone events to determine the local conditions and source alignments most frequently associated with high ozone events. • Develop 24 hour back trajectories to determine source regions most (and least) likely to affect local area ozone. • Conduct a weekday /weekend analysis to evaluate the potential effectiveness of reduced levels of local industrial and mobile source activity on their area; • Evaluate the range and average background ozone concentrations associated with local wind directions; • Investigate ozone and precursor trends and estimate the annual frequency of high ozone days at varying standard levels (above); and • Address additional relevant questions listed in Section 11.1.1 of EPA's ozone modeling guidance document, Guidance on the Use of Models and Other Analyses to Demonstrating Attainment of Air Quality goals for Ozone, PM2.5, and Regional Haze. Deliverable: The Performing Party will deliver an updated Conceptual Model containing analysis of monitoring and other data through 2012. The conceptual model will be delivered to the TCEQ in a Microsoft Office Word and Adobe Acrobat Reader ( *.pdf) format. Accompanying data and other supporting material will be provided in a mutually agreeable electronic format. Deliverable Date: April 15, 2013 Cost: $14,750.00 February 2012 Exhibit A -2 Page 4 of 4 Page 1 of 2 Resolution authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with Texas A & M University Corpus Christi for the Pollution Partnership Alliance Clean Fleet Program by adding $140,750.00 for cost reimbursements and extending the term through August 31, 2013; authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with the University of North Texas University for Air Quality Monitoring and Modeling by adding $184,750.00 for costs reimbursements and extending the term through August 31, 2013. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1 The City Manager or designee is authorized to execute Amendment No. 2 to the Interlocal Cooperation Agreement for the Pollution Partnership Alliance Clean Fleet Program with Texas A & M University — Corpus Christi by adding up to an additional $140,750.00 in cost -based reimbursements and extending the term through August 31, 2013. SECTION 2 The City Manager or designee is authorized to execute Amendment No. 2 to the Interlocal Cooperation Agreement for Air Quality Monitoring and Modeling with University of North Texas by adding up to an additional $184,750.00 in cost -based reimbursements and extending the term through August 31, 2013. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor 0003_3_Resolution - Air Quality Interlocal Amendment 2 TAMUCC UNT Page 2 of 2 Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0003_3_Resolution - Air Quality Interlocal Amendment 2 TAMUCC UNT AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: 5/18/2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Interim Director of Engineering Services DanB @cctexas.com (361) 826 -3729 Packery Channel Boat Ramp Parking Lot and Access Road Lighting CAPTION: Motion approving a Contribution -In- Aid -Of- Construction Agreement with American Electric Power (AEP) in the amount of $129,813.44, for installation of the Packery Channel Boat Ramp Parking Lot and Access Road Lighting. (Bond 2008) BACKGROUND AND FINDINGS: The Packery Channel Boat Ramp Parking Lot and Access Road was completed by Garret Construction Company Inc in July 2009. The project consisted of constructing a paved parking facility adjacent to the existing Packery Channel Boat Ramp, concrete bollards, minor drainage improvements, landscaping, electrical conduit and pull boxes for lighting. American Electric Power (AEP) will install underground primary and secondary electrical distribution to serve 7 -250 watt high pressure sodium street lights along the access road and 14- 400 watt high pressure sodium flood lights for the parking lot. ALTERNATIVES: Not Applicable OTHER CONSIDERATIONS: The lighting project for Packery Channel Phase I Boat Ramp, Parking Lot, and Access Road, needs to be completed before service is provided for Phase II Parking and Overlooks. CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY / NON-EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Not Applicable FINANCIAL IMPACT: CIP Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 18,800 240,600.00 240,600.00 500,000.00 Encumbered / Expended Amount 18,800 18,800.00 This item 129,813.44 129,813.44 BALANCE 0 110, 786.56 240, 600.00 351, 386.56 Fund(s): Bond 2008 Street Lighting Funds CIP ST #18 Comments: Not Applicable RECOMMENDATION: Staff Recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Contribution -In- Aid -Of- Construction Agreement American Electric Power Lighting Layout Exhibit Approvals: Veronica Ocanas, Assistant City Attorney Constance P. Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar R. Martinez, Assistant City Manager PROJECT BUDGET PACKERY CHANNEL BOAT RAMP PARKING LOT AND ACCESS ROAD LIGHTING BOND ISSUE 2008 June 10, 2012 FUNDS AVAILABLE: Bond 2008 Street Lighting Budget $500,000.00 FUNDS REQUIRED: Construction (AEP) $129,813.44 Contingencies (10 %) 12,981.00 Contract Administration (Contract Preparation /Award /Admin) 1,622.67 Engineering Services (Project Mgt /Constr Mgt/Traffic Mgt) 1,622.67 Construction Observation Services (included in construction cost) 0.00 Misc. (Printing, Advertising, etc.) 750.00 Total $146,789.78 FUNDS REMAINING $353,210.22 C: \Program Files \Granicus \Legistar5 \Packet \984_City Council _7_10_2012 \0004_2_Project Budget - Packery Channel /PADRE / ISLAND PACKERY CHANNEL LIGHTING PROJECT LOCATION EERY ANNE -L ;(W H ITEC "P /` GULF OF MEXICO SCALE: N.T.S. SCALE: N.T.S. PACKERY CHANNEL LIGHTING PROJECT LOCATION Traffic Engineering Div. 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STLr ,4 `4SAt 34. r" �,"^ ,a f` S,. •,•� `ti, "� •- 'r,r�rA';n. �^ 3S �ff�C6NCf106 d )i �" t= �,, ^ " "r,l"� �� ~NP5 -4SI4W f1LF0a r •" ! ltt��a e;y� a� 5A5ft •t;ONCF�8!i sni f3: 100157 21 t J5027157 SUBSURFAa --- 1j n C -� JL 2 p.. 2A:A24 299255502fiE2+ nsz4rz ^x:l @SLIttFA E__ 1 Pfi -aoaw Fland t �� 35 ft CQYVC b@ 5 riC r3L !J7 sil 299a52 2 6 9$9 5 - /D AL Ji A n42411 SUesSURFACc t � 521 694.,n2G36a NP5 C t jf _. 5i i¢G 5988tl ' 51991 `v9`va288a& ' CITY OF CORPUS CHRISTI Service: Zahn Rd & HWY 361 Mustang Island, TX Contract #: DWMS00000146191 AEP Texas Central Company Contribution -In- Aid -Of- Construction Agreement For Electric Distribution Service Work Request #: 43986551 Mailing: 1201 LEOPARD CORPUS CHRISTI, TX 78401 Date: 4/17/2012 You, CITY OF CORPUS CHRISTI (Customer) have requested AEP Texas Central Company (Company) to install /construct certain electric distribution facilities (hereinafter referred to as "Facilities ") as follows:INSTALL UNDERGROUND PRIMARY AND SECONDARY TO SERVE 7 250W HPS STREET LIGHTS AND 14 400W FLOOD LIGHTS FOR PACKERY CHANNEL PARKING LOT The cost for construction /installation of the requested Facilities will be in excess of what would normally be provided by Company at no additional cost to the Customer to initiate service. In accordance with the Company's approved Tariff, as filed with the Public Utilities Commission of Texas, the Customer agrees to pay Company a one -time, non - refundable, Contribution -In- Aid -Of- Construction (CIAO) in the amount of 129,813.44. The Customer understands that he /she receives no ownership or control of the Facilities by virtue of the payment of the CIAO. The Facilities installed by the Company will remain the property of the Company. The Company expressly retains the right to use said Facilities for any purpose which Company deems appropriate under good utility practices, including the distribution of electric service to other customers. Company agrees to INSTALL FACILITIES TO PREMISES IDENTIFIED AT HWY 361 AND ZAHN ROAD, and the Customer agrees to provide THE AID TO CONSTRUCTION AMOUNT SPECIFIED ABOVE and to be ready to take electric service on or before 04/17/2012. It is understood and agreed that the Company will not begin construction /installation of the Facilities until full payment of the CIAO has been received by the Company; therefore, Customer understands and agrees that he /she needs to make full payment of the CIAO in sufficient time to allow for the construction /installation to be completed by the In Service Date. The pricing of the CIAO quoted herein is based on the specifics of the Customer's request, including the Customer's stated In Service Date, and must be accepted by the Customer by executing and returning to the Company this Agreement by 7/16/2012 to remain valid. Should Customer alter the request for facilities, or request a delay in (or is otherwise unable to take service by the stated In Service Date, the Company reserves the right to update the pricing and require an additional CIAO payment to reflect any increases in cost due to the alteration in requested facilities or the delay in taking service, or both. Nothing contained herein shall be construed as a waiver or relinquishment by Company of any right it has or may hereafter have to discontinue service for default in the payment of any bill owing or to become owing hereunder or for any reason or cause allowed by law. By signing and returning this Agreement, Customer understands and accepts the above described terms and conditions. Customer Company By By Signature: Signature: Title: Title: Date: Date: PLEASE » Please remit To: American Electric Power DETACH » Sandra Luna STUB » P.O. Box 2121 Corpus Christi, TX 78403 AND » Bill To: RETURN » CITY OF CORPUS CHRISTI 1201 LEOPARD WITH » CORPUS CHRISTI, TX 78401 PAYMENT » Contract No: DWMS00000146191 Date: 4/17/2012 Description INSTALL UNDERGROUND PRIMARY AND SECONDARY TO SERVE 7 250W HPS STREET LIGHTS AND 14 400W FLOOD LIGHTS FOR PACKERY CHANNEL PARKING LOT Company No: 211 Contract No: DWMS00000146191 Customer No: 10010641 Date: 4/17/2012 Amount Due: 129,813.44 Amount Remitted: PRO FORMA Customer No: Purchase Order: Quantity UOM Init Amt Net Amount 10010641 43986551 1.0 EA 129,813.44 129,813.44 Amount Due: 129,813.44 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 20, 2012 (Revised) TO: Ronald L. Olson, City Manager FROM: Mark Van Vleck, Interim Director of Development Services MarkVV@cctexas.com 361.826.3246 Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with the Developer of King's Point Unit 9 in the amount of $53,431.46. (North of Yorktown Boulevard & west of Cimarron Boulevard) CAPTION: A) Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. B) Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Mostaghasi Investment Trust, Developer of King's Point Unit 9, in the amount of $53,431.46 for the City's portion of the cost of Maximus Drive and Queen Bess Drive abutting the linear park, in accordance with the Unified Development Code. BACKGROUND AND FINDINGS: The developer, Mostaghasi Investment Trust, is proposing to develop a 71 -lot single - family residential subdivision known as King's Point Unit 9. The tract of land is located north of Yorktown Boulevard and west of Cimarron Boulevard. The developer has dedicated a 1.2 -acre tract of land for a park. The park will abut 2 streets, Maximus Drive and Queen Bess Drive. King's Point has a preliminary plat that was approved by the Planning Commission in May 2005. As a result, the street abutting the parkland must be designed to residential collector standards. The residential collector is larger than the local residential street. Since the City is requiring the developer to construct a larger street, the City is participating in half street construction for both Maximus and Queen Bess Drives which abut the parkland. The participation agreement includes the street, curb, gutter and 4 -foot wide sidewalk. ALTERNATIVES: Denial of the Participation Agreement. OTHER CONSIDERATIONS: City Council Summary Mostaghasi Investment Trust Participation Agreement Page 2 None. CONFORMITY TO CITY POLICY: The proposed roadway abutting a park is consistent Park Master Plan. EMERGENCY / NON- EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: The Department of Engineering Services, Finance & Resource Management Division has reviewed the funds available from the Bond 2008 Streets, Developers Participation line item and have verified that the monies are available. FINANCIAL IMPACT: CIP FY2012 Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,248,700.00 $151,300.00 $2,400,000.00 Encumbered / Expended Amount 1,935,558.52 (1,935,558.52) This item $53,431.46 (53,431.46) BALANCE Fund(s): Street Bond 2008 Comments: RECOMMENDATION: Staff recommends approval of the motion authorizing the City Manager or designee to enter into a Participation Agreement with Mostaghasi Investment Trust for the construction of the Maximus Drive and Queen Bess Drive road improvements abutting a park not to exceed $53,431.46. LIST OF SUPPORTING DOCUMENTS: Participation Agreement C: \PROGRAM FILES \GRANICUS \LEGISTAR5 \ PACKET \984 CITY COUNCIL 7 10 2012 \0005 1 AGENDA MEMO - KING'S POINT UNIT 9.DOC Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. BE IN ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 is amended to increase ST28- Developer Participation Line item by $53,431.46. Section 2. The FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 is amended to increase expenditures in the amount of $53,431.46. Section 3. That upon written request of the Mayor of five council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and shall take effect upon first reading as an emergency this the day of July, 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor Corpus Christi, Texas day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor, City of Corpus Christi Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott K: \DEVELOPMENTSVCS \SHARED \LEGISTAR \CC JULY 10 \KING'S POINT UNIT 9 \07 -10 -2012 AMENDING ORDINANCE KING'S Point Unit 9 Rev1.docx AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 20, 2012 (Revised) TO: Ronald L. Olson, City Manager FROM: Mark Van Vleck, Interim Director of Development Services MarkVV@cctexas.com 361.826.3246 Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with the Developer of King's Point Unit 9 in the amount of $53,431.46. (North of Yorktown Boulevard & west of Cimarron Boulevard) CAPTION: A) Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. B) Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Mostaghasi Investment Trust, Developer of King's Point Unit 9, in the amount of $53,431.46 for the City's portion of the cost of Maximus Drive and Queen Bess Drive abutting the linear park, in accordance with the Unified Development Code. BACKGROUND AND FINDINGS: The developer, Mostaghasi Investment Trust, is proposing to develop a 71 -lot single - family residential subdivision known as King's Point Unit 9. The tract of land is located north of Yorktown Boulevard and west of Cimarron Boulevard. The developer has dedicated a 1.2 -acre tract of land for a park. The park will abut 2 streets, Maximus Drive and Queen Bess Drive. King's Point has a preliminary plat that was approved by the Planning Commission in May 2005. As a result, the street abutting the parkland must be designed to residential collector standards. The residential collector is larger than the local residential street. Since the City is requiring the developer to construct a larger street, the City is participating in half street construction for both Maximus and Queen Bess Drives which abut the parkland. The participation agreement includes the street, curb, gutter and 4 -foot wide sidewalk. ALTERNATIVES: Denial of the Participation Agreement. OTHER CONSIDERATIONS: City Council Summary Mostaghasi Investment Trust Participation Agreement Page 2 None. CONFORMITY TO CITY POLICY: The proposed roadway abutting a park is consistent Park Master Plan. EMERGENCY / NON- EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: The Department of Engineering Services, Finance & Resource Management Division has reviewed the funds available from the Bond 2008 Streets, Developers Participation line item and have verified that the monies are available. FINANCIAL IMPACT: CIP FY2012 Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,248,700.00 $151,300.00 $2,400,000.00 Encumbered / Expended Amount 1,935,558.52 (1,935,558.52) This item $53,431.46 (53,431.46) BALANCE Fund(s): Street Bond 2008 Comments: RECOMMENDATION: Staff recommends approval of the motion authorizing the City Manager or designee to enter into a Participation Agreement with Mostaghasi Investment Trust for the construction of the Maximus Drive and Queen Bess Drive road improvements abutting a park not to exceed $53,431.46. LIST OF SUPPORTING DOCUMENTS: Participation Agreement C: \PROGRAM FILES \GRANICUS \LEGISTAR5 \ PACKET \984 CITY COUNCIL 7 10 2012 \0006 1 AGENDA MEMO - KING'S POINT UNIT 9.DOC STATE OF TEXAS Participation Agreement Between Mostaghasi Investment Trust and City Page 1 of 5 PARTICIPATION AGREEMENT § COUNTY OF NUECES § THIS PARTICIPATION AGREEMENT (hereinafter "Agreement ") is entered into between the City of Corpus Christi (the "City "), a Texas Home -Rule Municipal Corporation, P. O. Box 9277, Corpus Christi, Texas 78469- 9277and Mostaghasi Investment Trust ( "Owner "), 8026 Bar Le Doc Drive, Corpus Christi, Texas 78414. WHEREAS, the Owner owns certain real property located in Nueces County, Texas, being 17.797 acres out of Lots 4, 5, 6, 11, 12 and 13, Section 10, Flour Bluff and Encinal Farm and Garden Tracts (the "Property ") as shown on the attached final plat (Exhibit 1), and Owner desires to plat the Property designated on Exhibit 1 as King's Point Unit 9, hereinafter referred to as "Plat "; and WHEREAS, as a condition of the Plat, Owner is required to extend and construct both Maximus Drive and Queen Bess Drive from its existing terminus for a distance of approximately two hundred forty (240) feet in order to complete Queen Bess Drive and extend Maximus Drive to the west into the proposed development as depicted on and in accordance with the improvement requirements set forth on Exhibit 2 (the "Roadway Extension "); and WHEREAS, it is in the best interests of the City to have the public street infrastructure installed by Owner in conjunction with the Owner's final plat; and WHEREAS, Chapter 212 of the Texas Local Government Code authorizes a municipality to make a contract with an owner of a subdivision or land in the municipality to construct public improvements related to the subdivision or land; and WHEREAS, this Agreement complies with Texas Local Government Code § 212.071 et seq. and the Unified Development Code, Section 8.4.1 (A). NOW, THEREFORE, in order to provide a coordinated public street construction project, the City and Owner agree as follows: Subject to the terms of this Agreement and the Plat attached and incorporated as Exhibit 1, Owner will construct the Roadway Extension for and on behalf of the City in accordance with the plans and specifications as are approved by the City Engineer on behalf of the City. Participation Agreement Between Mostaghasi Investment Trust and City Page 2 of 5 The parties acknowledge and confirm the Preliminary Reimbursement Cost Estimate for construction of the Roadway Extension, attached and incorporated as Exhibit 3 (the "Cost Estimate "). Subject to the limitation below, Owner shall pay a portion of the costs of construction of the Roadway Extension. Subject to the limitation set forth below, the City shall pay the remaining portion of the costs of construction of the Roadway Extension, designated as the total amount reimbursable on the Cost Estimate attached as Exhibit 3. Notwithstanding any other provision of this Agreement, the total that the City shall pay for the City's agreed share of the costs of the Roadway Extension shall not exceed $53,431.46. The City shall reimburse the Owner the City's agreed costs of the Roadway Extension monthly, based on the percentage of construction completed, upon receipt of Owner's invoice for the work performed. Such reimbursement shall be made payable to: Mostaghasi Investment Trust Attn: Hossein Mostaghasi 8026 Bar Le Doc Drive Corpus Christi, Texas 78414 The invoices must be paid no later than thirty (30) days from the date of the Owner's invoice. Owner shall submit all required performance bonds and proof of required insurance in accordance with applicable laws. Owner shall submit standard contract documents for review and approval. Throughout construction, the City shall conduct periodic inspections and either approve the progress of the Roadway Extension or promptly notify Owner of any defect, deficiency or other non - approved condition in the progress of the Roadway Extension. In accordance with Section 212.073, Texas Local Government Code, Owner shall cause the construction contractor that Owner engages to construct the Roadway Extension to execute a performance bond for the construction of the Roadway Extension improvements to ensure completion of the project. The bond must be executed by a corporate surety in accordance with Chapter 2253, Texas Government Code. OWNER COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ( "INDEMNITEES ") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS SUITS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ASSERTED AGAINST OR RECOVERED FROM CITY ON ACCOUNT OF INJURY OR DAMAGE TO PERSON INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS COMPENSATION AND DEATH CLAIMS, OR PROPERTY LOSS OR DAMAGE OF ANY OTHER KIND WHATSOEVER, TO THE EXTENT ANY INJURY, DAMAGE, OR LOSS MAY BE INCIDENT TO, ARISE OUT OF, BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER PROXIMATELY OR Participation Agreement Between Mostaghasi Investment Trust and City Page 3 of 5 REMOTELY, WHOLLY OR IN PART, THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE PLATTING AND CONSTRUCTION OF THE ROADWAY EXTENSION OF KING'S POINT UNIT 9 DURING THE PERIOD OF CONSTRUCTION, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM, REGARDLESS OF WHETHER THE INJURY, DAMAGE, LOSS, VIOLATION, EXERCISE OF RIGHTS, ACT, OR OMISSION IS CAUSED OR IS CLAIMED TO BE CAUSED BY THE CONTRIBUTING OR CONCURRENT NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, BUT NOT IF CAUSED BY THE SOLE NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY, AND INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS FEES, WHICH ARISE, OR ARE CLAIMED TO ARISE, OUT OF OR IN CONNECTION WITH THE ASSERTED OR RECOVERED INCIDENT. THIS INDEMNITY SURVIVES TERMINATION OF THIS AGREEMENT. In compliance with City of Corpus Christi Ordinance No. 17112, Owner agrees to complete the Disclosure of Ownership Interests form Exhibit 4 (attached and incorporated). This Agreement shall be executed in triplicate, all original copies of which shall be considered one instrument. *This Agreement becomes effective and is binding upon, and inures to the benefit of the City and Owner from and after the date that all original copies have been executed by all signatories. EXECUTED in triplicate originals *this day of , 2012. Signatures are found on Pages 4 and 5. Participation Agreement Between Mostaghasi Investment Trust and City Page 4 of 5 OWNER: Mostaghasi Investment Trust Hossein Mostaghasi, Trustee THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012, Hossein g Mosta hasi, Trustee, by and behalf of said Mostaghasi Inves Trust. 4 =d"�Y'p"�cf` YOLANDA ESCOBAR C J „A Notary Public ‘t,:.14,1 I ' My Go nAm EExxp Q 012016 ry Public ate of Texa Participation Agreement Between Mostaghasi Investment Trust and City Page 5 of 5 CITY OF CORPUS CHRISTI ( "City ") P. O. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 880 -3500 Facsimile: (361) 880 -3501 ATTEST: By: By: Armando Chapa City Secretary THE STATE OF TEXAS COUNTY OF NUECES Ronald L. Olson City Manager This instrument was signed by Armando Chapa, City Secretary, for the City of Corpus Christi, Texas, and acknowledged before me on the day of , 20_. Notary Public, State Of Texas THE STATE OF TEXAS COUNTY OF NUECES This instrument was signed by Ronald Olson, City Manager, for the City of Corpus Christi, Texas, and acknowledged before me on the day of , 20_. Notary Public, State Of Texas C \USERSSSUN GEORGE FI DNIESSAPPDATAILOCADM[CROSOFT1WINDOWS\TEMPORARY INTERNET FILESICONTENT.IESIW W YSBMBL\ PARTI CI PATIONAGREEMENT .L£GAL05072012.DOC 7.5- 4E, LOC LAMM LEPS:TSOIro ea 51'.611•'200. 17 567'07'27"E 14.48" 491•0)'OD•C 1434.445 Norm, u 1417.04' TDA T2° QUEEll BE$S DR 100441.0°1.87'0 166.9E 61l.r G IiRa''S6°52 1 aa� 1 014 Or 00wo4 C'00OM OF NOC4u Y inonSt 9.58' 30' etk 1111' _J 0114 MESTAUNASI ENTITAPRCEM 115, 1100110 CERTIFY THAT WC ANE TME OWNERS OF mE 1140 0800444..0 811017N THE 440151441104 OF TOE FONF(11W0 FLAT, 0003E0T TO 0 LEN IN MIR OF 18411 PE 704 FWD END MOD 64'1010'00SITDDISADEO AS SHOWN. THY H010000URE DEDICATED,T 8117 POT PMPOITSer 9 EASEMENTS ARG HEREBY DEDICATED 10 Mia Pump; LIS0. FOREvi4R, Via 1400 THIS. 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'70 NS1'07 27 9313 7'i ` �I QUEEN BESS DR, I- N47' 07' 05' W 22, 03' N47* 07' 05' W 55, 00' S42' 52' 55' W 39, 34' 71 130' 60 170^ 163001E.. 1`- 60: N28' 52' 33' E 283. 67'-1 ..170=Chs PLAT OF KING'S POINT UNIT 9 (CONTINUED) CORPUS CHRISTI, NUECES COUNTY, TEXAS crass s aas-1 _,cTN:rR1NC; IDATE.1� 16a11,,7.6ti 2E51 S. AL AMI, IIA 5TRCE_T 337.4 1O"116 CHR; ST T. 1333X15 73404 hrsnF_7scx`•�ao° aq' 5}' C13 -51C91'2," 0 .ter00ar 0✓RM25V.6' .'x.0 s.-ss.see 1.0907)4( CI (0102464133 / 1.772:49233 7a'6.19' 1..4529' .7176' [('4"07 S 1.-.1.3..7,.. X17.74 0,1.E.0.0..,.066}'2'!'^.v 0©-72,0(0 "3 .W cn ao.9. N:t Maas` ° �rz sad. 12.25 $.0$707 r 00-109'*°.Yr 11 x o'IeYr 011'74, W ff4£ 526'S2':+.'t4 0 a7s' ®I I I I38 37 !__ 110' YR MAXIMUS DR. 1 1I r 1 I O z, 1 25' YR I I o 0 a I - J c - -10' — I 25'YR a ue Yko NIL 5' PARK DEDICATION 2 125'YR w in 0 Lj =I 26 1 1 2 25' YR KING'S POINT UNIT 9 STREET REIMBURSEMENT AT PARK 1"-60' 3 4 BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027 -00, TX ENGINEERING REG. NO. F -52, FILE: EXB -STR REIMB1, JOB NO. 11022, SCALE; 1" = 60' PLOT SCALE: SAME, PLOT DATE: 04/27/12, SHEET 1 OF 2 EXHIBIT 2 Page 1 of 2 60' STREET ROW 10' 40' BB STREET 2' TYPE 'D' HMAC ON PRIME COAT CO 0.15 GALLONS PER SQUARE YARD (140 SEPARATE PAY FOR PRIME COAT) 20' 20' FROM CROP FT I JCL STREET U 7 UP OF GUTTER r COMPACT BA.CKFILL TO 95X STANDARD PROCTOR DENSITY (ROTH SIDES)-' B' CRUSHEO LIMESTONE BASE TO MEET REQUIREMENTS OF CITY STANDARD SPECIFICATION 025222 'FLEXIBLE BASE -- HIGH STRENGTH ". COMPACT TO 65% MODIFIED PROCTOR DENSITY AT A MOISTURE CONTENT NOT LESS THAN 1% POINT BELOW OPTIMUM MOUSTURE NOR MORE THAN 3X POINTS ABOVE OPTIMUM MOISTURE IN 26 1.0' TYP. S. CITY STD. R/C CURB AND GUTTER (TYPICAL BOTH SIDES) LIME STABILIZED SUBCRADE TO 1' BC BOTH SIDES OF STREET AN0 COMPACTED TO 98x STANDARD PROCTOR DENSITY WITHIN TWO PERCENTAGE POINTS OF OPTIMUM MOISTURE ON THE HIGH SIDE. LIME SHALL BE APPLIED AT THE RATE OF 27 LB /SY TYPICAL STREET SECTION - 60' ROW NTS KING'S POINT UNIT 9 STREET REIMBURSEMENT AT PARK 1"=60' BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027 -00, TX ENGINEERING REG. NO. F -52, FILE: EXB -STR REIMB2, JOB NO. 11022, SCALE: 1' = 60'PLOT SCALE: SAME, PLOT DATE: 04/27/12, SHEET 2 OF 2 EXHIBIT 2 Page 2of2 KING'S POINT UNIT 9 STREET REIMBURSEMENT ITEMS AT PARK APRIL 26, 2012 ESTI MATE ITEM DESCRIPTION QTY UNIT UNIT COST TOTAL COST 1 6" CURB & GUTTER 471 LF 13.75 6,476.25 2 4" THICK R/C WALK 1884 SF 3.00 5,652.00 3 2" HMAC 923 SY 14.80 13,660.40 4 8" CRUSHED LIMESTONE BASE 923 SY 14.60 13,475.80 5 8" LIME STABILIZED SUBGRADE TO 1' BC 1080 SY 5.90 6,372.00 6 EXCAVATION 1 LS 2,500.00 2,500.00 SUBTOTAL 48,136.45 11% ENGINEERING, SURVEYING, & TESTING 5,295.01 TOTAL $53,431.46 EXHIBIT 3 •■■■•••■■•■■•■■■.• CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". FIRST NAME: Mostaghasi Investment Trust STREET: 8026 Bar le Doc Dr. CITY: CORPUS CHRISTI ZIP: 78414 FIRM IS: 01. Corporation 02, Partnership rA3. Sole Owner 04. Association 05, Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named 'firm". Name Job Title and City Department (if known) N/A N/A 2. State the names of each "official of the City of Corpus Christi having an "ownership interesr constituting 3% or more of the ownership in the above named "firm". Name Title N/A N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm', Name Board, Commission, or Committee N/A N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 35 or more of the ownership in the above named "fire. Name N/A Consultant N/A CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: NAMED MOSTAGHASI (Type or Print) Signature of Certifying Person: -a. 4%. 4, n. .0•••• " YVONNE MUNOZ Notary Public STATE OF TEXAS My Comm. Exp. 08-22-2015 • s••••••—se-sve ■de Ne- -se -Se EXHIBIT 4 Title: TRUSTEE Date: 4/30/12 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: May 24, 2012 TO: Ronald L. Olson, City Manager FROM: Mark Van Vleck, Interim Director MarkVV @cctexas.com 361- 826 -3246 Public Hearing — Unified Development Code Text Amendments Amend Uses, Dimensions, and Density in "RM -AT" Multifamily Apartment Tourist District; Reduce Parking for Big Box Stores CAPTION: Public Hearing — Unified Development Code Text Amendments Ordinance amending the Corpus Christi Unified Development Code (UDC) by revising Table 4.4.2. relating to permitted uses; revising Table 4.4.3.B. relating to density, yards, and height; revising Table 7.2.2.B. relating to the parking requirement for retail sales and service uses; amending conflicting provisions of the City's Comprehensive Plan; repealing conflicting ordinances; providing for severance, penalties, publication and an effective date. BACKGROUND AND FINDINGS: The Unified Development Code (UDC) became effective July 1, 2011, and since then, staff has presented several text amendments for consideration. The most recent set of amendments became effective February 27, 2012. As part of the continued improvement of the UDC and to address the city's development needs, the following new text amendments are proposed: • Table 4.4.2. - Add apartment hotel, bed and breakfast inn, extended -stay facilities, hotel, and motel uses to the "RM -AT" Multifamily Apartment Tourist District. Most of the above uses were allowed in the "RM -AT" District of the former Zoning Ordinance and were unintentionally excluded in the UDC. The uses are compatible and appropriate for a tourist district. • Table 4.4.3.B. - In the "RM -1, RM -2, and RM -3" Multifamily 1, 2, and 3 Districts, reduce the "1 family and 2 family" side yard from ten feet to five feet and add reference to comply with Section 4.2.8.C., 4.2.8.D., and 4.2.8.E. regarding the slope- height requirement; in the "RM -AT" Multifamily Apartment Tourist District, under the Padre Island /Mustang Island /Corpus Christi Beach column, include "2 family" in this category, increase the density from 8.72 units per acre to 18 units per acre, and reduce the rear yard from ten feet to five feet to accommodate the two - family use; under the "1 -2 family" column, correct the density by reducing it from 43.56 units per acre to nine units per Public Hearing — Unified Development Code Text Amendments Amend Uses, Dimensions, and Density in "RM -AT" Multifamily Apartment Tourist District; Reduce Parking for Big Box Stores July 10, 2012 Page 2 acre; and under the "3+ family" column, increase the density from 43.56 units per acre to 60 units per acre. The minimum yard adjustments allow consistency with the UDC residential district requirements for one and two family dwellings. Reference to the height slope setback is added to allow for transparency of other applicable UDC requirements. Additionally, staff conducted research comparing other city's density requirements in multi - family tourist districts, and after careful consideration, City staff concluded appropriate densities should be the approximate average from the various compatible cities. • Table 7.2.2.B. - Revise the parking requirement for retail sales and service uses greater than 100,000 square feet of gross floor area and shopping centers over 400,000 square feet of gross floor area to one parking space per 300 square feet of gross floor area. There are many benefits associated with a reduction of parking spaces. Reduced parking supports smart growth and may help create a more attractive and efficient environment by reducing impervious surface, allowing more flexible building design, encouraging alternate modes of transportation, and improving parking facility design. A further comprehensive review of all uses and required parking spaces is in process and will be presented at a later date. ALTERNATIVES: Denial or alteration of the proposed text amendments OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Comprehensive Plan EMERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: Legal; Planning Commission C:AProgram Files \Granicus\Legistar5\Packetv984 City Council _7 10_2012 \0007_1_Agenda Memo - UDC Text Amendments.docx Public Hearing — Unified Development Code Text Amendments Amend Uses, Dimensions, and Density in "RM -AT" Multifamily Apartment Tourist District; Reduce Parking for Big Box Stores July 10, 2012 Page 3 FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Planning Commission and Staff Recommendation (May 23, 2012): Approval of the proposed UDC text amendments. LIST OF SUPPORTING DOCUMENTS: "RM -AT" District Area Map Ordinance C:AProgram Files \Granicus\Legistar5\Packetv984 City Council _7 10_2012 \0007_1_Agenda Memo - UDC Text Amendments.docx City of Corpus Christi Zoning: RM -AT Corpus Christi Beach 0.2 0.1 0 0.2 0.4 Miles Flour Bluff, North Padre Island, and Mustang Island 1 0.5 0 IMO 1 2 Miles r ,14k�er SKIPPER; WEBB O r -=11 _ — •HVY 358 z ONEILLI �j (GRAHAM 1 CANTERA Wp DON PATRICI °9 PURDUE A *)%,,,4,14,0 SUNT litSt (� 9 D VORKTOWN Created on: 04/26/2012 (c) 2012 City of Corpus Christi,- Development Services Ordinance amending the Corpus Christi Unified Development Code (UDC) by revising Table 4.4.2. relating to permitted uses; revising Table 4.4.3.B. relating to density, yards, and height; revising Table 7.2.2.B. relating to the parking requirement for retail sales and service uses; amending conflicting provisions of the City's Comprehensive Plan; repealing conflicting ordinances; providing for severance, penalties, publication and an effective date. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the amendment of the UDC; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, May 23, 2012, during a meeting of the Planning Commission, and on Tuesday, June 26, 2012, and Tuesday, July 10, 2012, during meetings of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment to the UDC would best serve public health, necessity, and convenience and the general welfare of the City and its citizens. NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Section 4.4 entitled, "Multifamily Residential Districts," is amended by revising Table 4.4.2. entitled, "Permitted Uses (multifamily districts)," to read as follows: Table 4.4.2 Permitted Uses (multifamily districts) Commerciial. Use Apartment hotel P Bed and breakfast home SP SP L L L L 5.2.8 Bed and breakfast inn P Extended -stay facilities P Hotel P Motel P Industrial Uses K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx SECTION 2. That Section 4.4 entitled, "Multifamily Residential Districts," is amended by revising Table 4.4.3.B. entitled, "Multifamily Zoning Districts," to read as follows: Table 4.4.3.B Multifamily Zoning Districts *PI/MI = Padre Island/Mustang Island SECTION 3. That Section 7.2. entitled, "Off- Street Parking, Loading and Stacking," is amended by revising Table 7.2.2.B. entitled, "Parking Ratios," to read as follows: Retail Sales and Service [5.1.4.G] See Note below for additional requirements. RM -1 RM -2 Funeral home RM -AT Multifamily Districts RM -3 PI /MI* /Corpus Christi Beach (1 -2 Fam) 1 -2 Fam 3+ Fam Max. Density (units /acre) 22 30 36 8,72 18 /13.569 /13.5660 2 per bay Auto rental, sales or leasing or boat and recreational vehicle sales Min. Open Space (% site area) 35% 30% 30% 25% 25% 10% Min. Lot Area (sq. ft.) 6,000 6,000 6,000 5,000 10,000 10,000 Min. Lot Width (ft.) 50 50 50 50 85 85 Min. Yards (ft.) Street Street (corner) Side (1 fam &2fam) Side (3+ fam) 20 _ 15 -1-95 20 20 15 -1-95 20 20 15 -1-95 20 20 10 5 20 15 10 20 15 20 Rear 15 15 15 a-9 5 15 15 Min. Building Separation (ft.) 10 10 10 10 Max. Height (ft.) and comply with Section 45 60 60 4.2.8.C., 4.2.8.D., and 4.2.8.E. *PI/MI = Padre Island/Mustang Island SECTION 3. That Section 7.2. entitled, "Off- Street Parking, Loading and Stacking," is amended by revising Table 7.2.2.B. entitled, "Parking Ratios," to read as follows: Retail Sales and Service [5.1.4.G] See Note below for additional requirements. Animal hospital 1 per 400 SF GFA plus 1 per employee Funeral home 1 per 5 seats or seating spaces Retails Sales and Service greater than 100,000 SF GFA and shopping centers over 400,000 SF GFA 1 per 228 300 SF GFA Shopping Centers up to 400,000 SF GFA 1 per 250 SF GFA All other uses 1 per 250 SF for first 20,000 SF net retail floor area, plus 1 per 500 SF up to 50,000 SF net retail floor area Self Service Storage [5.1.4.H] All uses 1 per 250 SF office space Vehicle Sales and Service [5.1.4.1) Car wash, self- and full - service 2 per bay Auto rental, sales or leasing or boat and recreational vehicle sales 1 per 500 indoor SF GFA, plus 1 per 10,000 SF outdoor lot area All other uses 5 per bay or 1 per 250 SF GFA, as applicable and whichever is greater K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx SECTION 4. That the UDC and corresponding Zoning Map of the City of Corpus Christi, Texas, effective July 1, 2011, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. SECTION 5. That to the extent that this amendment to the UDC represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as amended by this ordinance. SECTION 6. That any ordinance or part of any ordinance in conflict with this ordinance is hereby expressly repealed by this ordinance. SECTION 7. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 8. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable as provided in Section 1.10.1 and /or Article 10 of the UDC. SECTION 9. That 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 10. This Ordinance shall take effect upon and after publication of this Ordinance. Signatures found at next page. K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2012, by the following votes: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal That the foregoing ordinance was read for the second time and passed finally on this the day of , 2012, by the following votes: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal PASSED AND APPROVED this the day of , 2012. ATTEST: Armando Chapa City Secretary Joe Adame Mayor K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: TO: FROM: May 25, 2012 Ronald L. Olson, City Manager Mark Van Vleck, Interim Director, Department of Development Services MarkVV @cctexas.com (361) 826-3246 PUBLIC HEARING - CHANGE OF ZONING Convent Academy of the Incarnate Word (Case No. 0312 -02) From "RS -4.5" Single - Family 4.5, "RS -6" Single - Family 6, and "RM -1" Multifamily 1 Districts to "RM -1" Multifamily 1 District Property Address: 5409 Lipes Blvd. CAP TION: PUBLIC HEARING - ZONING Case No. 0312 -02: Convent Academy of the Incarnate Word: A change of zoning from the "RS- 4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District. The property to be rezoned is described as being 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts. RECOMMENDATION: Planning Commission & Staff Recommendation (March 28, 2012): Denial of the change of zoning to the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract and, in lieu thereof, approval of the "RM -1" Multifamily 1 District on the western fifteen (15) acres and "RS -6" Single - Family 6 District on the remaining eastern 26.32 acres. BACKGROUND AND FINDINGS : The Convent Academy of the Incarnate Word (Convent) is requesting a change of zoning to the "RM -1" Multifamily 1 District to allow for the construction of a 40- resident convent facility on a fifteen -acre tract of land. The convent, associated administrative office and chapel would be located in one building, varying from one to two stories in height with a maximum floor area of 60,000 square feet. The subject property is located west of Staples St. and along the south side of Lipes Blvd. The future convent would be constructed on the western fifteen acres of the subject property. The Convent owns the remaining 26.32 acres to the east of the future convent site. This 26.32 -acre parcel has a combination of two different single - family zoning districts ( "RS -4.5" and "RS -6 ") with a small amount of multifamily zoning ( "RM -1 "). The change of zoning to the "RS -6" Single - Family 6 District on the eastern 26.32 acres would consolidate the zoning on that parcel to an appropriate single - family district. There are no development plans for the 26.32 -acre parcel at this time. The Convent is in agreement with Planning Commission and Staff's recommendation. City Council Executive Summary Memorandum Convent Academy of the Incarnate Word (Case No. 0312 -02) Page 2 A convent is classified as a "group living" use, which requires a minimum of the "RM -1" District. The proposed convent facility would have lower densities and traffic generation than the standard single - family subdivision built on 15 acres. The subject property is across from a public park, single - family houses, and senior - living apartments on Lipes Blvd. To the west and south are single - family houses. To the east is a church and apartment complex. ALTERNATIVES: Approve the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract, or deny the request altogether. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: The change of zoning on the 41.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the Comprehensive Plan or Southside Area Development, which slate the property for low- density residential uses. Reducing the area of the "RM -1" District to only fifteen acres is more consistent with the Plans and meets other Plan elements such as encouraging infill development on vacant tracts within developed areas, locating medium - density residential development along a collector street with convenient access to an arterial street, buffering high - intensity commercial areas from low- density residential areas through the existence of roads, public /institutional buildings, open space, scale of designs, and transitional land uses, and discouraging new high- intensity commercial developments from locating directly adjacent to low- intensity residential areas without an adequate transition or buffer. EMERGENCY / NON - EMERGENCY: Emergency DEPARTMENTAL CLEARANCES: N/A FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: 1. Zoning Report with Attachments 2. Ordinance with Exhibit ZONING REPORT Case No.: 0312 -02 HTE No. 12- 10000011 Planning Commission Hearing Date: March 28, 2012 Applicant & Legal Description Applicant /Owner: Convent Academy of the Incarnate Word Representative: Peggy L. Sumner Legal Description /Location: Being 41.32 acres out of Lots 5, 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located approximately 200 feet to the west of S. Staples St. and along the south side of Lipes Blvd. Zoning Request From: "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District and "RM- 1" Multifamily 1 District To: "RM -1" Multifamily 1 District Area: 41.32 acres Purpose of Request: To allow the property owner to construct a 40- resident convent and associated accessory uses, such as administrative offices and a chapel. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -4.5" Single - Family 4.5, "RS -6" Single - Family 6, and "RM -1" Multifamily 1 Vacant Low Density Residential North "RS -6" Single - Family 6 & "RS -TF" Two - Family District Park; Low & Medium Density Residential Park; Low & Medium Density Residential South "RS -6" Single - Family 6 Vacant & Low Density Residential Low Density Residential East "RM -1" Multifamily 1 Medium Density Residential & Public Semi - Public Medium Density Residential West "RS -6" Single - Family 6 Low Density Residential Low Density Residential ADP, Map & Violations Area Development Plan: The subject property is located in the Southside Area Development Plan (ADP) and is planned for low density residential uses. Although the proposed change in zoning to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Plan, a modification to the plan with a medium density residential district such as an "RM -1" District could be acceptable. Map No.: 045032 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 1,900 feet of frontage along Lipes Blvd., a "01" Residential Collector street. The nearest intersection is S. Staples St., which is an "A3" Primary Arterial Divided street. The subject property has limited access to Henderson St., which is a local residential street currently connecting to Staples St. and which will also connect to Graford Place, another local residential street, when the developer immediately to the south of the subject property constructs the extension of Graford Place to Henderson St. as part of a single - family residential development. Street R.O.W. Street Urban Transportation Plan Proposed Section Existing Section 2011 Volume Lipes Blvd. C1 Minor Residential Collector 60' ROW, 40' paved 60' ROW, 40' paved N/A S. Staples St. A3 Primary Arterial Divided 130' ROW, 79' paved 130' ROW, 65' paved 17,220 ADT Zoning Report Case #0312 -02, Convent Academy of the Incarnate Word Page 2 Staff's Summary: Requested Zoning: The applicant is requesting a change of zoning from the "RS -4.5" and "RS- 6" Single - Family districts to the "RM -1" Multifamily 1 District to allow for the development of a 40- resident convent and associated accessory uses, such as administrative offices and a chapel. The subject property is located approximately 200 feet to the west of Staples St. and has approximately 1,900 feet of frontage along the south side of Lipes Blvd. Existing Zoning: The subject property is currently zoned with single - family districts ( "RS -4.5" and "RS -6 "), which does not allow for "group living" uses. A convent is classified as a "group living" use, which requires a minimum of the "RM -1" District. The "RM -1" District supports a maximum density of 22 dwelling units per acre compared to the "RS -6" District supporting 7.26 dwelling units per acre. Applicant's Development Plan: • The applicant owns the entire 41.32 -acre tract of land, but only needs fifteen (15) acres for the construction of the convent facility. There are no development plans for the remaining 26.32 acres at this time. The convent, offices and chapel will all be located in the same building, which would vary from one to two stories high and have a floor area of approximately 60,000 square feet. • Because of the nature of the convent, the applicant prefers to be located near lower intensity land uses, such as single - family residential, rather than commercial uses or high- density apartments. As such, the applicant prefers to construct the convent on the portion of the lot farthest away from S. Staples St. The convent is expected to employee eight to ten individuals. Construction is expected to be complete by mid -2013. Existing Land Uses: Located to the north of the subject property are a public park, single - family houses, and a retirement community. Located to the east is a church and apartment complex. Located to the south is a vacant tract of land slated for single - family subdivision. Located to the west are single - family houses. Buffer Yard: The development would be required to provide a physical buffer between the "RM -1" District and the "RS -6" District located on the south and west sides of the subject property. The potential relocation of the 50- foot -wide private drainage ditch to the south and west sides of the property would also provide a physical buffer from the low density residential uses. Relationship to Smart Growth: The proposed change of zoning will allow for infill development on a large tract of vacant land that is hemmed in by existing single - family and multifamily residential and commercial developments. Existing public infrastructure is available to the subject property. Comprehensive Plan & Area Development Plan (ADP) Consistency: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning of the 41.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Map, but meets other criteria of the Comprehensive Plan and ADP, such as: • Encouraging infill development on vacant tracts within developed areas (Comprehensive Plan, Residential Policy Statement F), K:ADEVELOPMENT SVCS \ SHARED AZONING CASES \0312 -02 CONVENT ACADEMY OF INCARNATE WORD \0312-02 ZONING REPORT, CONVENT ACADEMY FINAL FOR CC.DOC Zoning Report Case #0312 -02, Convent Academy of the Incarnate Word Page 3 • Locating medium - density residential development along a collector street with convenient access to an arterial street (Comprehensive Plan, Residential Policy Statement H), • Providing for a compatible configuration of activities with emphasis on accommodation of existing zoning patterns and the protection of low- density residential activities from incompatible activities (Southside ADP Policy Statement 8.1), • Buffering high- intensity commercial areas from low- density residential areas through the existence of roads, public /institutional buildings, open space, scale of designs, and transitional land uses (Southside ADP Policy Statement 8.6), and • Discouraging new high- intensity commercial developments from locating directly adjacent to low- intensity residential areas without an adequate transition or buffer (Southside ADP Policy Statement 8.7). Plat Status: Subject property is not platted. Department Comments: • A modified request to fifteen (15) acres of the "RM -1" Multifamily 1 District to allow for a convent is a supportable zoning change. • Rezoning the remaining 26.32 acres to the "RS -6" Single - Family 6 District would be consistent with the Area Development Plan and would provide for one zoning district on the remaining acreage. • The 40 -unit convent facility would have lower densities and traffic generation than the standard single - family subdivision built on 15 acres. • The applicant is in agreement with the modified request described above. • The modified request would be more consistent with the Area Development Plan. Planninq Commission & Staff Recommendation (March 28, 2012): Denial of the change of zoning to the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract and, in lieu thereof, approval of the "RM -1" Multifamily 1 District on the western fifteen (15) acres and "RS -6" Single - Family 6 District on the remaining eastern 26.32 acres. to cap a�> E E o U Number of Notices Mailed — 64 within 200' notification area; 3 outside notification area As of May 18, 2012: In Favor — 2 (inside notification area); 0 (outside notification area) In Opposition — 7 (inside notification area); 0 (outside notification area) For 3.23% in opposition. Attachments: 1. Site Map — Existing Zoning, Notice Area, & Ownership Map 2. Conceptual Development Plan K:ADEVELOPMENT SVCS \ SHARED AZONING CASES \0312 -02 CONVENT ACADEMY OF INCARNATE WORD \0312-02 ZONING REPORT, CONVENT ACADEMY FINAL FOR CC.DOC CROSSGATE RS-TF LACE UN! 57 SAN t 29 127 6 15 25 16 17 18 C7 ° 2 3C R'S RO _x13/13/2 ©'12 Prepared Sy SRR 0 eIopme r Ser i es CASE: 0312 -02 2. SITE - EXISTING ZONING, NOTICE AREA & OWNERSHIP RM -1 Multifamily 1 RM-2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM-AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy industrial PUD Planned Unit Dev. Overlay RS -10 Single - Family 10 RS-6 Single - Family 6 RS-4,5 Single- Family 4.5 RS-TF Two - Family RS -15 Single - Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured. Home Owners n ra var 4 Owners within 200' listed on V pwner5 attached ownership la hie A kr oppe0i000 ILOCATION 1 MAP City of Corpus Christi Distances Are Approximations 645' F�Rhnr; S�E�� ORA] f,.4'F NT Page 1 of 3 Ordinance amending the Unified Development Code (UDC), upon application by Convent Academy of the Incarnate Word, by changing the UDC Zoning Map in reference to the 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District on the western fifteen (15) acres out of Lots 5 and 6, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, and to the "RS -6" Single - Family 6 District on the eastern 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the application of Convent Academy of the Incarnate Word, for amendment to the City of Corpus Christi UDC and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, March 28, 2012, during a meeting of the Planning Commission, and on Tuesday, July 10, 2012, during a meeting of the City Council, in Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve public health, necessity, convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THERFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the UDC of the City of Corpus Christi, Texas, is amended by changing the zoning on 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located approximately 200 feet to the west of South Staples Street and along the south side of Lipes Boulevard, from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District on the western fifteen (15) acres out of Lots 5 and 6, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, and to the "RS -6" Single - Family 6 District on the eastern 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts (Zoning Map 045032) (See Exhibits A thru C for Location Map and Proposed Rezoning Maps). SECTION 2. That the official UDC Zoning Map of the City of Corpus Christi, Texas, is amended to reflect the amendment to the UDC made by Section 1 of this ordinance. SECTION 3. That the UDC and corresponding UDC Zoning Map of the City of Corpus Christi, Texas, effective July 1, 2011, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. SECTION 4. That to the extent that this amendment to the UDC represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as amended by this ordinance. Page 2 of 3 SECTION 5. That all ordinances or parts of ordinances in conflict with this ordinance are hereby expressly repealed. SECTION 6. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable as provided in Section 1.10.1 and /or Article 10 of the UDC. SECTION 7. That publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 8. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule as to consideration and voting upon ordinances at two regular meetings so that this ordinance is passed upon first reading as an emergency measure on this day of 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor, City of Corpus Christi Page 3 of 3 Corpus Christi, Texas day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott Joe Adame Mayor, City of Corpus Christi K: \DevelopmentSvcs \SHARED\ZONING CASES \0312 -02 Convent Academy of Incarnate Word \0312 -02 Ordinance Convent academy of IW RM -1 RS- 6.DWBFinal.docx NORWICH w o_ J w 0 SUN WOOD DRAINAGE PARK w w > > o w w < a 0 o CC m LIJ > J E 0 LI ES BOULEVARD 0 KING'S COURT ST. JAMES 5.00 AO 20.32 QC QUEEN'S COUP GRAFORD PLACE I' O CA` 1OON MAP 1" = 500' HENDERSON SOUTH STAPLES STREET (FM. 244 STREET PROPOSED REZONING CONVENT ACADEMY OF THE INCARNATE WORD- APPLICANT Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882 -5521 (phone) (361) 882 -1265 (fax) FIRM REGISTRATION NO. F -52 EXHIBITA Job No: 07013 Scale: 1"=500' Date: 5/10/12 Drawing No: 07013URBAN Plotscale: 1 =1 Sheet 1 of 3 sG �11• F \ ck G ES BLVD. s I= 86'24'07" _ R= 10.00' 2 T =9.39' _ L= 15.08' 3 CB= N72'09' 14 "E CH= 13.69' 5 Z 6 W D' 7 l (7) VI 7 I 0 rn ICY 0 U e 9 10 44 45 N N N O a) 46 1=3'35'51" R= 669.08' T= 21.01' L= 42.01' CB= S62'5O'47 "E CH= 42.00' Area = 15.00 Acres Point of Beginning N61'O4'37 "W 711.40' 10 11 12 13 11 15 GRAFORD PLACE UNIT 2 V. 57, P 103, M.R.N.C.T. p J S28 °55'23 "W S61'O2'5O"E 176.50' a1 ; 11 1)9 bbc .S1 co od 9- a) N28°55'23EW 16 17 LOT 6, SECTIO FB & EF & VOL. A, PGS.41 -43, PROPOSED REZONING -MULTI FAMILY CONVENT ACADEMY OF THE INCARNATE WORD- APPLICANT Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882-5521 (phone) (361) 882 -1265 (fax) FIRM REGISTRATION NO. F -52 EXHIBIT B Job No: 07013 Scale: 1"=200' Date: 5/10/12 Drawing No: 07013URBAN Plotscale: 1 =1 Sheet 2 of 3 0)9, G -E 0 D. s72:35' 72 3'3' A00.00 S61'O2'5O "E 176.50' 5 r N co 03 w r4) N Lf) Lf) 00 N z LOT 6, SECTION 6 FB & EF & GT VOL. A, PGS.41 -43, M.R.N.C.T. V. 46, SUBDM 10 J SION CORPU RE VOLUME 64- CHRISTI RETIREMENT IDENCE ADDITION , PAGES 171 & 172, M.R.N.C.T. S61'O2'5O "E 737.59' h Area = 26.32 Acres N61'O4'37' W 1209.58' Fnd5/77—*"." Point of Beginning LOT 7, SECTION 6 FB & EF & GT VOL A, PGS.41 °43, M.R.N.C.T. HENDERSON 7. 5' UE 7.5' UE H- 0 ..HENDERSON ST ROOSED REZONING- RESIDENTIAL CONVENT ACADEMY OF THE INCARNATE WORD- APPLICANT Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882 -5521 (phone) (361) 882 -1265 (fax) FIRM REGISTRATION NO. F -52 Job No: 07013 Scale: 1"=200' Date: 6/01/12 Drawing No: 07013URBAN Plotscale: 1 =1 Sheet 3 of 3 1 Convent Academy of the Incarnate Word wr AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 7, 2012 TO: FROM: Ronald L. Olson, City Manager Mark Van Vleck, Interim Director, Department of Development Services MarkVV @cctexas.com (361) 826-3246 PUBLIC HEARING - CHANGE OF ZONING Saratoga Airline, LLC (Case No. 0512 -01) From "CG -1" General Commercial District to "CN -1" Neighborhood Commercial District Property Address: 2921 Airline Road CAPTION: PUBLIC HEARING - ZONING Case No. 0512 -01: Saratoga Airline, LLC: A change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. The property to be rezoned is described as being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2. RECOMMENDATION: Planning Commission & Staff Recommendation (May 23, 2012): Approval of the change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. BACKGROUND AND FINDINGS : The applicant is requesting a zoning change from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District to allow for the development of a 230 -unit apartment complex on 9.5 acres because the "CG -1" District specifically prohibits residential uses. The site is located between Airline Rd. and Charter Ln. about 500 feet south of Saratoga Blvd. The same zoning change request from the "CG -1" District to the "CN -1" District was approved in early 2011 on the majority of the project site (7.5 acres) when a different developer was looking to build senior - living apartments. The current developer is also proposing apartments but needs the additional two acres fronting on Airline Rd. to make the project feasible. The proposed apartment complex would have seventy -eight (78) garage units, a pool, leasing office and clubhouse for a total of twenty -three (23) structures on 9.5 acres and a density of twenty -four (24) dwelling units per acre. The "CN -1" District limits the density to thirty -seven (37) City Council Executive Summary Memorandum Saratoga Airline, LLC (Case No. 0512 -01) Page 2 dwelling units per acre. The structures could not exceed thirty -five (35) feet in height. The subject property has frontage on Airline Rd., Downing St., and Charter Ln. The applicant proposes driveway access on Airline Rd. and Charter Ln. As a protection to the nearby residents, the apartment complex would not be allowed a driveway on Downing St. across from the single - family zoning district. With its limitations on higher intensity commercial uses, the requested "CN -1" Neighborhood Commercial District would provide a more appropriate transition to the surrounding single - family neighborhood to the south than would the existing "CG -1" General Commercial District. ALTERNATIVES: 1. Approve other intermediate zoning classifications or a Special Permit. 2. Deny the applicant's request. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: The proposed change of zoning to the "CN -1" Neighborhood Commercial District would be consistent with the adopted Comprehensive Plan, Southside Area Development Plan, and Future Land Use Plan, which slate the subject property for commercial uses. EMERGENCY / NON - EMERGENCY: Emergency DEPARTMENTAL CLEARANCES: N/A FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: 1. Zoning Report with Attachments 2. Ordinance with Exhibits ZONING REPORT Case No.: 0512 -01 HTE No. 12- 10000015 Planning Commission Hearing Date: May 23, 2012 Applicant & Legal Description Applicant: Saratoga Airline, LLC Representative: Jim Boller Legal Description /Location: Being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2, located on the northwest corner of Airline Road and Downing Street. Zoning Request From: "CG -1" General Commercial District To: "CN -1" Neighborhood Commercial District Area: 2 acres Purpose of Request: To allow for construction of a 230 -unit apartment complex. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CG -1" General Commercial Vacant Commercial North "CN -1" Neighborhood Commercial Vacant/Agricultural Commercial South "CN -1" Neighborhood Commercial & "ON" Office Vacant & Medium Density Residential Medium Density Residential East "CG -2" General Commercial Vacant/Agricultural Commercial West "CN -1" Neighborhood Commercial Vacant/Agricultural Commercial ADP, Map & Violations Area Development Plan: The subject property is located in the Southside Area Development Plan (ADP) and is planned for commercial uses. The proposed change of zoning to the "CN -1" Neighborhood Commercial District is consistent with the adopted Future Land Use Plan. Map No.: 042032 Zoning Violations: None Transport- ation Transportation and Circulation: The subject property has 330 feet of frontage along Airline Rd., which is an existing Al Arterial as indicated in the Urban Transportation Plan, and 350 feet of frontage on Downing St., which is an existing local residential street. Airline Rd. is currently under construction to build out the master planned street section from Saratoga Blvd. to Rodd Field Rd. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section 2011 Traffic Volume Airline Rd. "Al" Minor Arterial, Undivided 95' ROW, 64' paved width 60' ROW, 20' paved width 4,060 ADT (Between Yorktown & Saratoga) Downing St. Local Residential 50' ROW, 28' paved width 60' ROW, 30'- 40' paved width Not Available Charter Ln. Local Residential 50' ROW, 28' paved width 60' ROW, 40' paved width Not Available Zoning Report Case #0512 -01, Saratoga Airline, LLC Page 2 Staff Summary: Requested Zoning: The applicant has requested a change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District to allow for the development of a high- density (more than 22 units /acre) apartment complex on 9.5 acres. The site is located at the northwest corner of Airline Rd. and Downing St, about 500 feet south of Saratoga Blvd. The "CG -1" District is nearly identical to the "CG -2" General Commercial District except that it specifically does not allow residential uses. The same zoning change request from "CG -1" to "CN -1" was approved in early 2011 on the majority of the project site (7.5 acres) when a potential developer was looking to build senior - living apartments. The previous rezoning request left out a two -acre tract fronting on Airline Rd., and so it remains zoned as the "CG -1" District. The current proposed project would use all 9.5 acres and the new developer is requesting the rezoning on the remaining two acres fronting on Airline Rd. Applicant's Development Plan: The applicant proposes to construct 230 dwelling units with 78 garage units, a pool, leasing office and clubhouse making up 23 structures on 9.5 acres. The "CN -1" District does not allow structures to exceed 35 feet in height. The proposed density is 24 dwelling units per acre. The applicant proposes driveway access to all three streets, which are Downing St., Airline Rd., and Charter Ln. Existing Land Uses: The subject property (9.5 acres) and the property to the north are currently vacant and zoned for General Commercial uses. Various properties to the south are vacant, single - family residential, and medium - density residential (18 -unit townhouse complex) with a combination of "RS -6" Single - Family, "ON" Office, and "CN -1" Neighborhood Commercial zoning. Property to the east across Airline Rd. is used for agriculture and zoned "CG -2" General Commercial. To the west across Charter Ln. is Time Warner Communications, a commercial use, zoned "CG -2" General Commercial. Future Land Uses: The majority of the area near the intersection of Airline Rd. and Saratoga Blvd. is planned for future commercial uses. The areas to the south are planned for medium - density residential (8 -22 units per acre) and public /semi - public uses (schools, churches, etc.) with low- density residential farther west down Downing St. Comprehensive Plan & Area Development Plan (ADP) Consistency: The proposed change of zoning to the "CN -1" Neighborhood Commercial District would be consistent with the adopted Comprehensive Plan, Southside Area Development Plan (ADP), and Future Land Use Map, which slate the subject property for commercial uses. The rezoning to the "CN -1" District would be an extension of the "CN -1" District located to the north, south and west of the subject property. Transportation: Driveways: The subject property has frontage on Airline Rd. (Arterial street), Downing St., and Charter Ln. (Local Residential streets). The applicant proposes driveway access on Airline Rd. and Charter Ln. The driveway on Charter Ln. would be allowed because the zoning and future land use across Charter Ln. is equivalent to or more intense than the subject property's zoning /future land use. A driveway on Downing St. could be located closer to Airline Rd. where there is commercial zoning. As a protection to the nearby residents, the apartment complex would not be allowed a driveway on Downing St. across from the single - family zoning district. Traffic: Based on data from the Institute of Transportation Engineers, an apartment complex of 230 units at 6.7 trips per unit would generate approximately 1,500 average daily trips, which is typically lower than commercial uses. Zoning Report Case #0512 -01, Saratoga Airline, LLC Page 3 Plat Status: The subject property is platted. Department Comments: • With its limitations on higher intensity commercial uses, the requested zoning of "CN -1" Neighborhood Commercial would provide a more appropriate transition to the single - family neighborhood to the south than would the existing "CG -1" General Commercial zoning. • The proposed project has appropriate access to arterial roadways. • The proposed rezoning is consistent with the Comprehensive Plan and compatible with surrounding commercial and office zoning districts. Planninq Commission & Staff Recommendation (May 23, 2012): Approval of the change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. Notification Number of Notices Mailed — 13 within 200' notification area; 17 outside notification area As of June 6, 2012: In Favor In Opposition For 0.0% in opposition. — 1 (inside notification area); 0 (outside notification area) — 0 (inside notification area); 1 (outside notification area) Attachments: 1. Site Map — Existing Zoning, Notice Area, & Ownership Map 2. Site Development Plan K: \DevelopmentSvcs \SHARED\ZONING CASES \0512 -01 Saratoga Airline, LLC \0512 -01 Zoning Report, Saratoga Airline, LLC, for PC 5- 23- 12.doc BASS SUBJECTS PROPERTY 00109x2012 Prepared By: jererrryrtr 1DevefopmernSeru ces CASE: 0512 -01 2. SITE - EXISTING ZONING NOTICE AREA 8 OWNERSHIP RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood'. Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial Cl Intensive Commercial CBI) Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Den. Overlay RS -10 Single- Family 10 RS-6 Single- Family 6 RS-4.5 Single-Family 4.5 RS-TF Two - Family RS -15 Single- Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home Subecr Property Ow 20£!' buffer in fa roar 4 Owners within 2000" fisted on V OWnOra attached ownership table {Ij kr opfpo5rrion SUBJECT PROPERTY LOCATION MAP City of / Corpus ,, Christi 0512 -01 Saratoga Airline LLC Proposed Site Plan 5 -23 -12 Ordinance amending the Unified Development Code (UDC), upon application by Saratoga Airline, LLC, by changing the UDC Zoning Map in reference to 2.00 acres of land, more or less, out of Brighton Village Unit 2, Block 14, Lot 3 from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the application of Saratoga Airline, LLC, for amendment to the City of Corpus Christi UDC and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, May 23, 2012, during a meeting of the Planning Commission, and on Tuesday, July 10, 2012, during a meeting of the City Council, in Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve public health, necessity, convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THERFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the UDC of the City of Corpus Christi, Texas, is amended by changing the zoning on 2.00 acres of land, more or less, out of Brighton Village Unit 2, Block 14, Lot 3, located on the northwest corner of Airline Road and Downing Street, from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District (Zoning Map 042032) (Exhibit A — Metes and Bounds Description) (Exhibit B — Location Map). SECTION 2. That the official UDC Zoning Map of the City of Corpus Christi, Texas, is amended to reflect the amendment to the UDC made by Section 1 of this ordinance. SECTION 3. That the UDC and corresponding UDC Zoning Map of the City of Corpus Christi, Texas, effective July 1, 2011, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. SECTION 4. That to the extent that this amendment to the UDC represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as amended by this ordinance. SECTION 5. That all ordinances or parts of ordinances in conflict with this ordinance are hereby expressly repealed. SECTION 6. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable as provided in Section 1.10.1 and /or Article 10 of the UDC. SECTION 7. That publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 8. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action Page 2 of 3 necessary for the efficient and effective administration of City affairs and suspends the Charter rule as to consideration and voting upon ordinances at two regular meetings so that this ordinance is passed upon first reading as an emergency measure on this day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor, City of Corpus Christi Page 3 of 3 Corpus Christi, Texas day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott Joe Adame Mayor, City of Corpus Christi K: \DevelopmentSvcs \SHARED\ZONING CASES \0512 -01 Saratoga Airline, LLC \0512 -01 Ordinance, Saratoga Airline LLC, CG -1 to CN -1, FINAL.docx METES AND BOUNDS DESCRIPTION OF REMAINING PORTION OF LOT 3, BLOCK 14, BRIGHTON VILLAGE UNIT 2 Being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2, as shown in Volume 51, Page 44, Map Records of Nueces County, Texas, and this 2.00 acre tract being more particularly described by metes and bounds as follows: Beginning at the northwest corner of a right -of -way easement described in Document No. 2010030339, Official Public Records of Nueces County, Texas, said corner also being on the north boundary of said Lot 3, the south boundary of Lot 2, Block 14, Brighton Village Unit 2, as shown in Volume 51, Page 44, Map Records of Nueces County, Texas; Thence with the west boundary line of said right -of -way easement, S 02 -23 -51 W, 317.26 feet, to a point for corner of said right -of -way easement, same being a point for corner of this herein described tract; Thence S 47 -53 -54 W, 42.06, feet, with the boundary of said right -of -way easement to a point on the northerly right -of -way of Downing Street, said point being the beginning of a curve to the right; Thence with the northerly right -of -way of Downing Street, and along said curve to the right, having a radius of 516.33 feet, and whose chord bears N 72 -16 -09 W, 211.20 feet, to a point for corner of this herein described tract; Thence with the northerly right -of -way of Downing Street, N 61 -00 -00 W, 83.74 feet, to a found 5/8 inch iron rod with a red cap stamped "Urban Eng. C.C.,Tx." being the west corner of this herein described tract; Thence N 29 -00 -00 E, 364.62 feet, to a found 5/8 inch iron rod with a red cap stamped "Urban Eng. C.C.,Tx." on the north boundary of said Lot 3, the south boundary of said Lot 2, and being the north corner of this herein described tract; EXHIBIT A 1 of 2 Thence with the common boundary of said Lot 3, and Lot 2, S 61 -02 -30 E, 162.42 feet, to the Point of Beginning and containing 2.00 acres of land, more or less. Notes: 1) This metes and bounds description is based on an office survey and does not reflect and on the ground survey. 2) Bearings and distances are based on the recorded plat of Lots 2 and 3, Block 14, Brighton Village Unit 2, as shown in Volume 51, Page 44, Map Records of Nueces County, Texas. 3) Other survey documents used to prepare this metes and bounds description include a 7.5 acre plat, being a portion of Lot 3, Block 14, Brighton Village Unit 2 as prepared by Urban Engineering and stamped on 02/02/2011, a survey of Lot 3, Block 14, "Brighton Village Unit 2 as prepared by Sample Engineering and stamped on 03/20/2008, and a right -of -way easement as described in Document No. 2010030339, Official Public Records of Nueces County, Texas. EXHIBIT A 2 of 2 BASS 2 CN-1 SUBJECT PROPERTY RS -TIC 0509/2012 Prepared Sy: jeremym of Development Services CASE: 0512-0 ? Exhibit B From: "CG -1" General Commercial To: "CN -1" Neighborhood Commercial SUBJECT PROPERTY Ordinance No. AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: TO: June 27, 2012 Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawM ©cctexas. com 361- 826 -1972 Public Hearing and Resolution that provides the City's approval for Republic Services, Inc., to refund tax - exempt bonds issued in 2007, and extend the bonds' maturity dates, as required by the Mission Economic Development Corporation. CAPTION: Public Hearing and Resolution With Respect to Republic Services, Inc. Project Approving the Refunding of the Mission Economic Development Corporation Solid Waste Disposal Revenue Bonds (Allied Waste North America, Inc. Project) Series 2007A Bonds, and Authorizing the Mayor to Execute Certificates Approving the Resolution. PURPOSE: Approval of the Resolution will allow Republic Services the opportunity to take advantage of the current interest rate environment in refunding tax exempt bonds issued through the Mission Economic Development Corporation to finance capital improvements for a number of facilities throughout Texas, including one located in the City of Corpus Christi. BACKGROUND AND FINDINGS: In 2007, Allied Waste North America, Inc. or Affiliates issued $56.8 million in tax - exempt bonds through the Mission Economic Development Corporation ( "MEDC ") to finance capital improvements for a number of facilities throughout Texas, (collectively the "Project "), including one located in the City of Corpus Christi ( "City "). The 2007 financing totaled $56.8 million of which approximately $2.7 million was for operations in the City. Republic Services, Inc. ( "RSI "), as successor to Allied Waste North America, Inc. by merger, has the ability to refund these prior bonds and extend the bond maturity date in the current interest rate environment. As part of the refunding process, a local public hearing (known as a "TEFRA Hearing ") must be held to provide the members of the community an opportunity to speak in favor of or against the use of tax - exempt bonds for the financing or refinancing of the Project. TEFRA refers to the Tax Equity and Fiscal Responsibility Act of 1982. In addition, the City must approve of the refunding through the MEDC. This approval process and TEFRA Hearing are identical to the steps that were undertaken by the City Council in 2007 for the original financing. Approval of this Resolution in no way imposes any payment or obligation on the City of Corpus Christi in connection with the financing. ALTERNATIVES: Republic Services could forego the bond refunding opportunity and miss opportunity to financially benefit from current interest rate environment. OTHER CONSIDERATIONS: Due to late notification from Republic Services Inc. (RSI), and the potential financial loss to RSI, staff was unable to follow the customary agenda process to initially present this item as a "future" agenda item. Approval of this Resolution in no way imposes any payment or obligation on the City of Corpus Christi in connection with the financing. CONFORMITY TO CITY POLICY: This Resolution does not violate any known City policy. EM ERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: Legal and Solid Waste Operations. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): General Fund Comments: No Financial Impact to City of Corpus Christi. RECOMMENDATION: Conduct Public Hearing and Approve Resolution as submitted. LIST OF SUPPORTING DOCUMENTS: Certificate for Resolution and Resolution in Respect to Republic Services, Inc. Project; June 18, 2012 Letter to Mayor Copy of newspaper publication announcing the Public Hearing 2007 Ordinance Texas Cristy C. Edwards New York Partner Washington, DC Connecticut 713.221.1346 Office Seattle 800.404.3970 Fax Dubai London Cristy.Edwards @bgllp.com Bracewell & Giuliani LLP 711 Louisiana Street Suite 2300 Houston, Texas 77002 -2770 June 18, 2012 The Honorable Joe Adame Mayor, City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Re: Republic Services, Inc. Project — Proposed Order for Adoption Dear Mayor Adame: Enclosed is a proposed Ordinance of the City Council of the City of Corpus Christi relating to approval required in connection with the proposed issuance by the Mission Economic Development Corporation (the "Issuer ") of its Solid Waste Disposal Revenue Refunding Bonds (Republic Services, Inc. Project) Series 2012 (the "Bonds "). At the request of Republic Services, Inc., successor in interest to Allied Waste North America, Inc. ( "Republic Services "), the Issuer proposes to issue the Bonds and loan the proceeds thereof to Republic Services to provide funds to refund the Issuer's Solid Waste Disposal Revenue Bonds (Allied Waste North America, Inc. Project) Series 2007A, thereby refinancing the costs of certain solid waste disposal facilities (including certain facilities located in the City of Corpus Christi) described in the attachments to the proposed Ordinance. In order to permit Republic Services to use proceeds of the Bonds for the solid waste disposal facilities to be located in your City, approval of the City Council of the City is required under Texas law pursuant to the Texas Development Corporation Act, Texas Local Government Code, Chapter 501, as amended and under federal tax law pursuant to Section 147(f) of the Internal Revenue Code of 1986. As expressly stated in the Ordinance, the approval of the City is not to be construed as a representation or warranty or other undertaking of any kind by the City with respect to the Bonds or the solid waste disposal facilities, and the City will not be obligated to pay the Bonds or otherwise incur any liability in respect thereof. Rather, the approval is to be granted solely for purposes of Texas law and federal tax law. #4115016.1 June 18, 2012 Page 2 Please let me know if you or any of the Councilmembers have any comments or questions regarding the proposed Ordinance. I can be reached at (713) 221 -1346. Thanks again for your assistance. Very truly yours, c_ Cristy C. Edwards Enclosures Cc: Lee A. McCormick, Community Development Associates, LLC #4115016.1 NOTICE OF PUBLIC HEARING MISSION ECONOMIC DEVELOPMENT CORPORATION SOLID WASTE DISPOSAL REVENUE REFUNDING BONDS (REPUBLIC SERVICES, INC. PROJECT) SERIES 2012 Notice is hereby given of a public hearing to be held on behalf of Mission Economic Development Corporation and the City of Corpus Christi, Texas. The public hearing will be held on Tuesday, July 10, 2012 at 12:00 p.m. in the City Council Chambers at City Hall, 1201 Leopard, Corpus Christi, Texas 78401, with respect to a plan of finance including one or more series of bonds (the "Bonds ") to be issued in an aggregate principal amount not to exceed $56,800,000 by the Mission Economic Development Corporation (the "MEDC "). The proceeds of the Bonds will be loaned to Republic Services, Inc. (the "Borrower "), for the purpose of refunding the MEDC's Solid Waste Disposal Revenue Bonds (Allied Waste North America, Inc. Project) Series 2007A (the "Series 2007A Bonds "). For purposes of this notice and public hearing, the proceeds of the Series 2007A Bonds were loaned to Allied Waste North America, Inc. (now a wholly -owned subsidiary of the Borrower), to be used to finance certain capital improvements to and equipment acquisitions for its solid waste collection and disposal operations at the following location (the "Project "): collection facility located at 4414 Agnes Street, Corpus Christi, Nueces County, Texas 78405. The initial owners and/or operators of the Project will be the Borrower and/or its wholly -owned affiliates. The public hearing will be conducted by the Corpus Christi City Council or the City Council's designee. All interested persons are invited to attend such public hearing to express their views with respect to the Project and the Bonds. Questions or requests for additional information may be directed to Lee McCormick (telephone: (214) 256 -3121) Any interested persons unable to attend the hearing may submit their views in writing to Mr. McCormick at 6988 Lebanon Road, Suite 103, Frisco, Texas 75034 or to facsimile number (214) 256 -3209 prior to the date scheduled for the hearing. This notice is published and the hearing is to be held in satisfaction of the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. #4117575.1 CITY COUNCIL AGENDA MEMORANDUM Council Action Date: April 10, 2007 AGENDA ITEM: Adoption of an ordinance with respect to Allied Waste North America, Inc. and its subsidiaries or affiliates project approving the issuance of revenue bonds by the Mission Economic Development Corporation, designating a public hearing officer and authorizing the City mayor to execute certificates approving the ordinance and public hearing; and declaring an emergency. ISSUE: ALLIED WASTE NORTH AMERICA, INC. and its subsidiaries or affiliates (the "Company ") is seeking tax- exempt bond financing for certain infrastructure and capital improvements to their solid waste collection and disposal operations in 31 Texas counties, including a facility in the City of Corpus Christi. The Project totals approximately $170.0 million over the next few years of which $5,956,746 is for operations in the City of Corpus Christi. The local portion of the Project consists of financing (a) improvements to existing collection (hauling) facility, including (i) acquisition of solid waste disposal trucks and support vehicles, (ii) acquisition of solid waste disposal containers and related equipment, (iii) acquisition of solid waste disposal sorting and processing equipment, (iv) site improvements, and (v) acquisition of other equipment and assets necessary to support the foregoing improvements and place them in to service. In order for the bonds to qualify as tax - exempt, certain federal and state tax law requ*ements must be met, including having a governmental entity /agency issue such bonds for the benefit of the Company. Therefore, the Company has requested the Mission Economic Development Corporation ( "MEDC ") in Mission, Texas to serve as the governmental issuer of these bonds. The bonds will be used to finance various facilities located throughout Texas and it is necessary to obtain consent from each jurisdiction where the facilities to be financed are located. These bonds do not constitute a debt or obligation of the City of Corpus Christi, but are the sole obligation and responsibility of the Company. Additionally, a public hearing notice will be published in each jurisdiction and held to satisfy federal tax law requirements. While the City of Corpus Christi must approve the public hearing, it does not need to be held by the City. REQUIRED COUNCIL ACTION: Approval of the Ordinance as presented. PRVIOU$ COUNCIL ACTION: None COIIIICUMMON AND RECOMMENDATION: Staff recommends approval of the ordinance as presented. Oscar R. Martin Assistant City Manager Vies & kins F. Xavier Pella xpenaevelaw.corr Tel 713.756.4884 Fax 713.615.5067 April 2, 2007 The Honorable Henry Garrett Mayor, City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 Re: Allied Waste North America, Inc. Project — Proposed Ordinance for Adoption Dear Mayor Garrett: This letter is being written to you in anticipation of the questions that might arise in connection with your city council's consideration of the captioned ordinance. First, the proposed issue of industrial revenue bonds for Allied Waste North America, Inc. will be issued by Mission Economic Development Corporation, not your City. Allied Waste North America, Inc. will be contractually obligated to pay these bonds. The bonds will also be approved by the Attorney General of Texas. Under the laws of the state of Texas, such bonds will not —and cannot —be obligations of your City by reason of your approvals contained in the captioned ordinance. Moreover, the transcript of legal proceedings authorizing the issuance of the industrial revenue bonds will contain clear disclaimers stating that the bonds are not the obligation of your City or any other city of the state. Second, rating agencies and bond insurers that rate and insure your City's bonds understand that industrial revenue bond financings such as this do not affect the credit of the political subdivisions that sponsor conduit industrial revenue bond issuers, much less counties that approve the issuance of bonds within their boundaries by issuers sponsored by other political subdivisions. Accordingly, the issuance of these bonds and your adoption of the captioned ordinance will not affect the credit ratings for the bonds of your City or your ability to obtain bond insurance for your City's bonds. Third, your City will have no responsibility with respect to the "Local Portion" of the "Project" as described in the captioned ordinance, any more than your City has responsibility for any other privately owned property of Allied Waste North America, Inc. already located within the boundaries of your City. Nothing contained within the captioned ordinance Vinson & Elkins t1.P Allorneye at Law Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New Yak Shanghai Tokyo Washington Nn. tcf' n Q178(17(t , 1 First City Tower, 1001 Fannin Street, Suite 2500 Houston, TX 77002 -6760 Tel 713.758.2222 Fax 713.758.2346 www.wlaw.com V&E AprN 2, 2007 Page 2 imposes on your City any responsibility or liability with respect to the Local Portion of the Project by reason of your adoption of the captioned ordinance. Fourth, your authorization of the public hearing to be conducted by the hearing examiner and your authorization of the Mayor to sign the certificate necessary to comply with Section 147(f) of the Internal Revenue Code of 1986, as amended (this statute is known as "TEFRA" and therefore the hearing is known as a "TEFRA" hearing) impose no liability of any kind under the laws of the state of Texas. They are requirements solely of the Internal Revenue Code in order to satisfy certain "public approval" standards imposed by Congress as a prerequisite to the issuance of tax- exempt industrial revenue bonds. Compliance with such federal tax requirements impose no pecuniary responsibilities or fiscal liability of any kind on your City. Fifth, the captioned ordinance, by its own terms, provides in Section 3 many of the limitations set forth above. If I may provide you with any further information or legal analysis with regard to the proposed ordinance, please feel free to call me on my direct line at 713- 758 -4884. Very truly yours, F. Xavier Pefia Enclosures cc: Patricia Hunt Holmes, Vinson & Elkins L.L.P. Lee A. McCormick, Community Development Associates, LLC Houston 3174070v. TAX - EXEMPT BOND FINANCING OVERVIEW ALLIED WASTE NORTH AMERICA, INC. PROJECT Thank you for your consideration regarding the proposed tax- exempt bond financing of capital assets for Allied Waste North America, Inc. and its Subsidiaries or Affiliates (the "Company "). The project is for certain infrastructure and capital improvements related to the Company's solid waste collection and disposal facilities in 31 Texas counties, at an aggregate amount not to exceed $170.0 million (the "Project "). At this time. the Company has received approximately $65.0 million of tax- exempt bond allocation from the Texas Bond Review Board and must close on the first series of bonds by early May 2007 The City of Corpus Christi will receive certain public benefits by approving the issuance of the Bonds. Specifically, the City will be able to ensure that certain employment levels of the Company in the City will be maintained and/or increased as a result of the financing. The Company anticipates spending up to $5,956,746 for capital expenditures in the City at the Project over the next few years. Much of this will go to local companies who do business with Allied. In addition, the Project will add to the tax base of the City of Corpus Christi and throughout the State of Texas. However, in order for such bonds to qualify as "tax- exempt," the Company must satisfy certain federal and state tax law requirements, including having a governmental entity/agency issue such bonds for the benefit of the Company. Therefore, the Company is requesting the Mission Economic Development Corporation ( "MEDC ") in Mission, Texas to serve as the governmental issuer of the tax- exempt bonds (the "Bonds "). Since the Bonds will be used to finance the Project in the City of Corpus Christi, it is necessary to obtain the City's consent. A notice describing the financing must also be published and a public hearing must be held to satisfy certain federal tax law requirements. The City must also approve the public hearing although it does not need to be held by the City. in summary, the Company is asking for your assistance with the following action items in order to qualify the bonds as "tax - exempt" City Counsel adoption of the "Ordinance With Request to Allied Waste North America, Inc. and its Subsidiaries or Affiliates" authorizing the Mayor to approve the bond financing and designating a hearing officer for the public hearing. Publication of the public hearing notice by Vinson & Elkins L.L.P., bond counsel to the MEDC and the holding of such public hearing. Mayor's approval of the public hearing. As provided in the letter of Vinson & Elkins L.L.P., bond counsel to the MEDC, the Bonds do not constitute a debt or obligation of the City, County, or the State of Texas, but are solely the obligation and responsibility of the Company. More importantly, the Bonds will not require any general fund support or tax -payer dollars. There is no commitment of the credit ratings and the Bonds do not, in any fashion restrict, impede or limit the borrowing/bonding capacity of the City. Again, the Bonds are the sole obligation of the Company. ORDINANCE ADOPTION OF AN ORDINANCE WITH RESPECT TO ALLIED WASTE NORTH AMERICA, INC. AND ITS SUBSIDIARIES OR AFFILIATES PROJECT APPROVING THE ISSUANCE OF REVENUE BONDS BY THE MISSION ECONOMIC DEVELOPMENT CORPORATION, DESIGNATING A PUBLIC HEARING OFFICER AND AUTHORIZING TIM CITY MAYOR TO EXECUTE CERTIFICATES APPROVING THE ORDINANCE AND PUBLIC HEARING; AND DECLARING AN EMERGENCY. WHEREAS, ALLIED WASTE NORTH AMERICA, INC. and its subsidiaries or affil�ites (collectively, the "Company ") own and operate various solid waste disposal faci ies throughout the state of Texas; and WlEREAS, the Company desires to make certain improvements to such solid waste disposal facilities throughout the state of Texas (the "Project ") as more fully described in Exhibits A and B, a portion of which is located in this City (the "Local Porgon "); and WHEREAS, in ordinance to achieve the economies of scale in financing the Project, the Company has requested Mission Economic Development Corporation (the "Issuer") to issue industrial revenue bonds to finance the Project, including portions Ioca ed outside the boundaries of the Issuer's sponsoring govemmental unit, subject to certain requests, hearings and approvals from other govemmental units in which the Project is located; Now, Therefore, BE IT ORDAINED, ADOPTED AND DECREED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Third Party Financing. In order that the Local Portion of the Project may be financed as a part of the entire Project through the Issuer's industrial revenue bonds, the Issuer is hereby requested to exercise its powers within the City for the purpose of issuing such bonds in one or more series to finance the Local Portion of the Project over the next thirty -six months. This request is intended to satisfy the requirements of Section 23(a)(1) of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes. SECTION 2. Pubic Hearing and Approval for Federal Tax Purposes. In order to comply with Section 147 {0 of the Internal Revenue Code of 1986, as amended, a public hearing shall be held in which members of the public shall be permitted to express their views with respect to the Local Portion of the Project and the Issuer's issuance of industrial revenue bonds for such purpose. Such hearing is authorized to be conducted by Lee A. McCormick (or his designee), as hearing officer, and may be conducted in combination with hearings for other counties to the extent permitted by Section 147(f) of the Internal Revenue Code of 1986, as amended, and Treas. Reg. § 5f.103 -2(d). Such heating officer shall cause notice of such hearing to be published no less than 14 days 2007 Bonds Allied Waste.la prior to such hearing in a newspaper of general circulation in the City. Based solely upon the results of such hearing, and solely for purposes of complying with Section 147(f) of the Internal Revenue Code of 1986, as amended, the Mayor is hereby authorized and directed to execute a certificate certifying approval of the Local Portion of the Protect and the Issuer's issuance of industrial revenue bonds for that purpose. SECTION 3. DIOCLAIMER OF LIABILITY. THE CITY, THE CITY COUNCIL, THE MAYOR AND ALL OTHER CITY OFFICIALS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE LOCAL PORTION OF THE PROJECT OR THE ISSUANCE, CREDITWORTHINESS OR REPAYMENT OF THE INDUSTRIAL REVENUE BONDS TO BE ISSUED BY THE ISSUER WITH RESPECT TO THE LOCAL PORTION OF THE PROJECT. UNDER NO CIRCUMSTANCES SHALL THE CITY HAVE ANY LIABILITY, FINANCIAL OBLIGATION OR RESPONSIBILITY OF ANY KIND WITH RESPECT TO THE PAYMENT OF INDUSTRIAL REVENUE BONDS ISSUED FOR THE LOCAL SHARE OF THE PROJECT OR FOR THE CONSTRUCTION, MAINTENANCE, OPERATION OR ANY OTHER ASPECT OF THE LOCAL SHARE OF THE PROJECT. SECTION 4. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordkiances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of April, 2007. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa Henry Garrett City Secretary Mayor APPROVED: April 5 , 2007. May ay her City Attorney 2007 Bonds Allied Waste.11a EXHIBIT "A" ALLIED WASTE NORTH AMERICA, INC. AND AFFILIATES Project Description The Project will be financed as part of an ongoing plan of financing and will be owned and operated by Allied Waste North America, Inc. and its affiliates (collectively, the "Company "). The Project consists of financing (a) improvements to existing landfill facilities. including (i) construction of new disposal cells and liners within currently permitted acreage, (ii) additions and improvements to the leachate collection and treatment system, including leachate trenching, (iii) additions and improvements to the methane gas system, (iv) installation of new liners for intermittent and final closure of completed sections of the landfill facilities, (v) site improvements, (vi) acquisition of equOment to be used at the landfill facilities, (vii) acquisition of other equipment and asstots necessary to support the foregoing improvements and to place them in to service, and (b) existing collection (hauling) and transfer station facilities, including (i) acquisition of solid waste disposal trucks and support vehicles, (ii) acquisition of solid waste disposal containers and related equipment, (iii) acquisition of solid waste disposal sortMg and processing equipment. , (iv) site improvements, and (vi) acquisition of other equipment and assets necessary to support the foregoing improvements and place them in to service. The Project locations are at existing facilities outlined on the attached Exhibit "B" — Project Locations. 2007 Bonds Allied Waste.11a EXHIBIT "B" ALLIED WASTE NORTH AMERICA, INC. PROJECT PROJECT LOCATIONS 2007 Bonds Allied Waste.11a 698 Med Math Sevres of San Anlorto 1.60 Teasmaa Rood Landfill 643A Abed Waste Services of Marble Falk 6/A Bmwnsr1.Sateite 618 Aced Wade Services of Rio Grande Valley 1_65 Guff West Landfill 070D Allied Wage Services of Jacksonville 077 Royal Ogle Landfill 010 Afed Ninths Senecas of Mum 553 Allied Awls Services of H4dvrs 790 Abed Wens Services of Justin 535 Camelot landfill 1.40 Lewisville Landfill 076 502 Legal 182 Blue Ridge Landfill Lao GalvnMl County Landfill 090E Aie0 Wend Services of Kilgore 072 Pine Hi Landfill ▪ Allied Weals Saviors of West Houston ▪ ACGO Waste Paper of Houston ash Allied Waste Houston Services 4se Houston Container Maintenance • 1.63 McCarty Road LF 8028 Allied Wand Services of Houston 466 WhapMng ROSS Landfill • 000A hied Wan. Services of Athens 184 Rio Grande Valley Landfin .......... 071 Aced Womb Services of nasca 461 Ithaca Lindell 02 Mad Weed Savior of 8esumor4 CV Golden Tltangle Landfill • 187 AbrieneRegorwl Landfill If NA Anted Wirt Services of Kerrville U1 Kerr-vine Lana E113 Mese Lewin 088 Awed Waste Services of Lubbock 1624 Allied Waste Services of Conroe 089 Allied Wald Services of Corsicans 047 Allied Waste Services of Corpus Christ F74 El Callao Landfill 068 Ailed Waste Services of Amarillo L63 Southwest Landfill 070C Allied Wesel Services of Tyler 075 Greenwood Fangs landfill 668 'Allied Wane Services of Fort Worth 172 , Fort Werth Satyr East Landfill 068 Allied Wash Services of Abilene 0708 :Allied Wens Services of Mount Pleasant 074 Pleasant Oaks Land88 ROB "ACCO Weeks Papa of Austin 646 Sunset Finns Landfill Abed a Sevioea of Austin 2007 Bonds Allied Waste.Ila andfdl Collection Collection Collection andfiil Collection ar4fik Collection Collection Collection endfill nodal _anfdl erdil Andri Cokaclgn Collection Recycling Curler Collection Collection _andfdl Collection .and6ll Collection and88 C. olledlon .10088 Collection 004611 _soil Collection andfi _andfi r,ocecnon oilecton oi4IOn - .o11.ction snail ollad on andfill okaction andfill Collection Landfill Collection Collection Landfill Recycling Center Landfill 4542 SE Loop 410 7790 Tasman Road 2101 Commerce Street 4895 Mar Sbeal 9402 West Eapreewey B3 2801 South Jenkins Road 440 Heath Lane 410 Heath Lars 4200 East 14th Street 1450 Ent Cleveland Street 18300 South Highway 158 580 Huffing. Boulevard 801 Ent College Street 5703 North Interstate Highway 45 2200 FM 521 3935 Avenue A 2611 North State Highway 42 '102 Landfi8 Rood 13830 Fondren Road 403 Jensen Olive 5301 8nockglen Drive 5757 Oates Road, Suite A 5757 Oates Rota, Suite A 6101 Little `cork Road 8101 Little York Road 5226 US Hgnway 175 East FM 493 Mlle 12 Read East 2559 FM 00 2559 FM 00 8425 Hghway347 6433 La Belle Rood Highway 277 Nolth/83 and FM 3034 3315 Loop 534.. 3315 Loop 534 3048 County Rood 400 1812 Kgura Street 149 Industrial Court 2501 South Business 45 4414 Ages Street 3180 County Road 66 4831 East 2511, Avenue 20700 Helium Road 12920 FM 2767 12920 FM 2707 6100 E6ion Reeder Row 6900 Dick Price Road 5001 Pine Street 3031 Farm Rood 3417 3031 Farm Road 3417 10420 Metric Boulevard 9912 Giles Read Sin Antonio San Antonio Marble Fab Brownsville Harlingen ........... Anahuac Jacksonville Jacksonville Plano Hutchins Justin Lawisuite Lewisville Ems Fresno Alta Lome .......... . . Kilgore Longview Houton Houston Houston Houston Houston Howson HOutton Athens Donna theca Itasca Beaumont Beaumont Abilene KamiNe Kerrville Mesa Lubbock Canoe Corsicana Bear TX 76222 4,831,373 Bear TX 78222 8,814,660 Burnet TX 76654 094,836 Cameron TX ! 78521 5,839,812 Cameron ..,, TX 78521 067,609 Chambers TX 77514. 1,768,090 Cherokee TX 75706 Cherokee TX 75708 1,134,513 944,995 Coati TX 75074 0807.068 Dallas TX 75141 3,645258 Denton TX 76234 I: 1.204,173 Denton TX 70234. 232.780 Denton TX 70234 Ellis TX 75119 Fort Ben TX 77545 Galveston TX '. 77510 Gregg TX : 75862 Gregg TX 75862 4,134,757 237,072 9,815494 3,026,136 3,290,265 2,541 405 Hams : TX 77085 3,228,376 Hams TX 77005 303,060 Harris TX 77085 !. Hartle TX 77085 1,323,656 Hanle TX 77085 0.129,345 Hanle TX 77085 4,354,140 Karts ' TX - 77085 4,508,862 • Henderson 'TX 76752 502,869 Hldegn TX 78637 3,232,581 Hi TX -: 70055 1,592,184 Hi TX 76055 ! 11,702,079. Jefferson TX 77705 1,903489 Jefferson 7X 77705 ! 4,619626 Jones . 70 79001 2.391,730 Ken : TX i 78028 467,3699- ....__.. .,_ _..... .........._......., Kerr , TX 78028 2,225.941 1.991.587 i Limestone TX Lubbock Montgomery Nevem Corpus Christi Nuaees 76a87 1,501,158 TX 70403 !' TX 77301 TX 75110 TX 78405 Robstown Notices TX 78405 Amarillo : Potter TX ! 79103 Canyon Randal TX 79015 Tyler Smith TX 75708 -. Tyler Smite TX 75708 Foes Worth 700064 TX 78117 Kemodcte Trrant TX ! 76117 Abilene Taylor TX 79601 Moat Pleaeant Titus TX 75455 Moot Pleasant '.-...7'Bu TX 75455 Austin Travis TX : 78758 Austin Travis TX 78758 ................ 78758 1,962,279 838,365 2,412,898 ......_......._ _. 5,958,746 ._...._... . 4,132,108 2,022,612 3.205,139 .................. 1,013,932 2,146,289 11,911,409 4,039,514 1,935,547 ...469894.. 1,106,973 340,101 • 5,048,017 4,540,014 CERTIFICATE FOR ORDINANCE THESTA1f OF TEXAS § ant OF (=PUS CHRISTI § COUNTY OF NUECES § We, the undersigned officers of the City Council of the City of Corpus Christi, Texas, hereby certify as follows: 1. The City Council of the City of Corpus Christi, Texas, convened in regular meeting on , 2007, at the regular meeting place thereof, within said City, and the roll was called of the duly constituted officers and members of said City Council, to wit: Henry Garrett Mayor Brent Chesney Councilmember Melody Cooper Councilmember Jerry Garcia Councilmember Bill Kelly Councilmember John Marez Councilmember Jesse Noyola Councilmember Mark Scott Councilmember Rex Kinnison Councilmember and all of said persons were present except for • , thus constituting a quorum. Whereupon, among other business, the following was transacted at saki meeting: a written ORDINANCE WITH RESPECT TO ALLIED WASTE NORTH AMERICA, INC. PROJECT was duly introduced for the consideration of said City Council. It was then duly moved and seconded that said ordinance be adopted; and, after due discussion, said motion, carrying with it the adoption of said ordinance, prevailed and carried by the following vote: AYES: NOES: ABSTENTIONS: 2. A true, full and correct copy of the aforesaid ordinance adopted at the me described in the above and foregoing paragraph is attached to and follows this cert ate; said ordinance has been duly recorded in said City Council's minutes of said meeig; the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said meeting pertaining to the adoption of said ordinance; the persons neared in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; each of the Houston 3174076v.2 officers and members of said City Council was duly and sufficiently notified officially and personally, in advance. of the date, hour, place and purpose of the aforesaid meeting, and that said ordinance would be introduced and considered for adoption at said meeg, and each of said officers and members consented, in advance, to the holding of said meeting for such purpose; and said meeting was open to the public as required by law; and public notice of the date, hour, place and subject of said meeting was given as required by the Texas Open Meetings Act. SIGNED AND SEALED this 2007. City Secretary AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 28, 2012 TO: Ronald L. Olson, City Manager FROM: (Eddie Houlihan, Assistant Director, Management and Budget eddieho @cctexas.com 826 -3792 Public Hearing Proposed FY 2012 -2013 Operating Budget CAPTION: Public hearing on the Proposed FY 2012 -2013 Operating Budget. This budget will raise more total property taxes than last year's amended budget by $1,880,999 (General Fund 1,254,000 and Debt Service Fund $626,999), or 2.4 %, and of that amount an estimated $1,299,657 is tax revenue to be raised from new property added to the tax roll this year. PURPOSE: Section 102.006 of the Texas Local Government Code reads as follows: "The governing body of a municipality shall hold a public hearing on the proposed budget. Any person may attend and may participate in the hearing." BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on the Operating Budget on a yearly basis. ALTERNATIVES: None. This public hearing and approval of the budget is required by City Charter. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This item conforms with Financial Policies. EMERGENCY / NON - EMERGENCY: Not applicable. DEPARTMENTAL CLEARANCES: Office of Management and Budget FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments RECOMMENDATION: Not Applicable. LIST OF SUPPORTING DOCUMENTS: PowerPoint rustic HEARING July 10, 2012 PROCESS USED FOR BUDGET DEVFJAPMENT Team -based Approach Budget focused on core mission Resources analyzed, expenditure targets given Zero -based type budget approach: o Set departmental targets o Built from ground up (from core) vs. top down o Decision packages • Each department made detailed presentation GUIDING CONCFPTS: OBLIGATION TO FUTU Accountability to taxpayers Value for dollars Sustainable MISSION & SS[ON ELEMENTS Mission The mission of the City of Corpus Christi, Texas is to deliver municipal services which meet the vital health, safety, and general welfare needs of the residents and which sustain and improve their quality of life. As we work to achieve this mission, we will employ fiscal discipline, continuous improvement, first-rate customer service, and straight forward communications. In this work, we will tolerate no mediocrity. EMPIO RS General Enterprise Internal Special Subtotal Grants Total 1,996 757 281 1,921 714 269 139 138 3,173 3,042 140 140 3,313 3,182 Total Employees ▪ General • Internal Grant • Enterprise • Special 1,804 716 270 233 3,023 111 3,134 General Enterprise Internal Special Debt Total REVENUF 200,434,788 233,045,208 97,626,172 51,889,762 94,694,378 677,690,308 Total Revenue ▪ General m Enterprise • Internal Special Debt Es ped F20 2 200,688,704 242,173,468 85,975,206 56,539,637 94,082,340 679,459,355 206,360,733 244,663580 89,931,949 71,994,937 110,187,865 723,139,o64 TOT F,XPRNDITUS BY FUND General Enterprise Internal Special Debt Total 199,673,302 31% 235,097,921 36% 89,356,546 14% 47,473,386 5% 90,797,496 14% 662,398,651 100% Total Expenditures ▪ General ▪ Internal Debt • Enterprise • Special 200,560,492 229503,966 81,468,032 55,596,099 89,681,225 656,809,814 % 31% 36% 13% 6% 14% 100% 205,144,508 28% 261,457,690 36% 94,035,488 13% 64,029,357 9% 105,684,213 14% 730,351,256 100% GENE 1 FUND Compensation General Employee Increase 4% Sworn Police contractual Increase Fire is Yet to be Determined • New Court Management System • Numerous CDC and Court Improvements Human Resources — Electronic Records, Training, 1 FTE Bank Lending Program • Fire Academy Police In -car Video Cameras Animal Control Improvements Neighborhood Services Improvements • Solid Waste — 9 Additional Personnel for Collection & Code Enforcement Election Cost 5-Year Property (M&O/I&S GENE ' • L FUND PROJECTED CH GE IN FUND BA CE 10 Estimated Beginning Balance 8/1/12 Projected Changes Total Projected Ending Balance 7/31/13 Restricted Unrestricted Total Projected Ending Balance 7/31/13 Target at io% Target at 25% 1,716,225 $ 29,450,601 $ 20,514,451 $ 51,286,127 29,950,601 1,216,225 31,166,826 $ 31,166,826 INTF Ai, SRRVICF/SPF.CIAi, VENUE Replacement of PeopleSoft System Health insurance Projected Rate Increases o General - 6.6 o Fire - 14.6 o Police - 11.6 • Street Services Moved From General Fund to Special Revenue • Fleet Maintenance and Facilities Maintenance Split Into Two Funds INTF, AT, SERVICE FUNDS PROJECTED CH GE IN FUND BA - CF Estimated Beginning Balance 8/1/12 Projected Changes Total Projected Ending Balance 7/31/13 • Restricted Unrestricted $44,412,275 • Total Projected Ending Balance 7/31/13 Target at 3% / Risk Fund / GASB45 Liability $ 8,149,072 S 56,664887 5 <4,103,540> S 52,561,347 $ 52,561,347 $ 33,595,666 SPECIAL ' VENUR FUNDS PROJECTED CH GE IN FUND BA - CF Estimated Beginning Balance 8/1/12 S 54,421399 Projected Changes S 7,965,580 Projected Ending Balance 7/31/13 $ 62,386,979 ENTE ' 'RISK FUNDS/DEBT SERVICE FUNDS Utility Rate Impact Utility 2011 2012 2013 Water: ICL Residential (7,00o gal) 9.40% 5.60% 5.00% ICL Commercial (50,000 gal) 13.30% 7.20% 7.10% ICL Large Volume (25 mgl) 12.80% 9.90% 8.50% OCL Large Volume (loo mgl) 0.00% 4.20% -4.50% Wastewater 9.70% 1.30% 0% Gas o% o% o% $n Funds M and utilized $3M in to hold Wastewater and down rate increases Stormwater Capital Reserve ENTE RISE FUNDS PROJECTED CH GE IN FUND BA CE Estimated Beginning Balance 8/1/12 Projected Changes Total Projected Ending Balance 7/31/13 Restricted Unrestricted Total Projected Ending Balance 7/31/13 Target 25,665,421 62,788,621 $ 56,733,398 105,339,153 (17,026,568) $ 88,545,042 $ 88,545,042 POTFNTI BUDGET ENDM ENTS 5a,aoo increase in increase in accrued pay reserve Reduce Police Health Plan increase frornii.6%to 9% KEY DATES Reading of Proposed Budget July 25, 2012 -Receipt of Certified Appraised Tax Roll from Nueces County Appraisal District July 31, 2012 - 2nd Reading & Final Adoption of Budget AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 27, 2012 TO: Ronald L. Olson, City Manager FROM: Pete Anaya, Director of Planning and Environmental Services PeteAn@cctexas.com 361.826 -3781 UPDATE TO CITY COUNCIL Public Hearing on FY 2012 -2013 Proposed Capital Budget & Capital Improvement Planning Guide STAFF PRESENTER(S): Name 1. Oscar Martinez 2. 3. BACKGROUND : Title /Position Department ACM,Public Works and Utilities This presentation will focus on the FY 2012 -2013 Capital Budget LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation — FY 2012 -2013 Proposed Capital Budget and Capital Improvement Planning Guide • .• • •• • .• CITY OF CORPUS CHRISTI, TEXAS FY 2012-2013 PROPOSED CAPITAL BUDGET CAPITAL IMPROVEMENT PLANNING GUIDE s Capital Budget Highlights • New for this year, project scopes also reference what, if any, strategic/comprehensive plan to which the project is associated. Information may be located on each individual project page immediately preceding the project description. • Proposed utility rate requests include a 5% increase for residential water (7,000 gals per month) and 0% rate increase for Wastewater and Gas. • For Utility Capital, the "Commercial Paper" program was eliminated and replaced with Revenue Bonds to provide more project structure. • Work continues on the Capital Improvement Program Resolutions approved March 8, 2011 2 Capital Budget Approach •Projects included in the CIP budget are developed using master plans, studies, observation, and staff, council and citizen input. Each department: proposes projects, determines the scope of work to be accomplished, develops estimates and prioritizes their proposals. •Focus on Completion of Bond Projects. • Continue with Broadway Wastewater Treatment Plant work. • Continue pro -active approach for infrastructure replacement. • Focus on Council Directives and Goals. • Securing funding for projects with the least impact on 3 utility rates and taxes. 2013 Funding Sources by Type: $212,844.4 ounts in 000's) Commercial Paper/Revenue Bonds, $127,956.6, 60% Certificates of Obligation, $7,832.0, 4% Operating Transfers/Other, $4,716.9, 2% Bond Issue 2004 Proceeds, $231.1, 0% Bond Issue 2008 Proceeds, $43,560.7, 20% Grant, $10,845.0, 5% Sales Tax Proceeds (4A), $14,039.0, 7% Community Development Block Grants, $356.5, 0% Texas Parks & Wildlife Grant, $2,157.6, 1% Tax Increment Financing District Revenue, $1,149.0, 1% 4 2013 Funding Uses by Program: (Amounts in 000's) Streets, $34,140.6, 16% Public Facilities, $5,631.4, 3% Public Health & Safety, $18,008.1, 9% Parks & Recreation, $12,893.3, 6% Gas, $2,814.8, 1% Storm Water, $39,175.1, 19% 2 2,844.4 Airport, $13,550.0, 6% Wastewater, $58,155.1, 27% Water, $28,476.0, 5 Millions $250 $200 $150 $100 REVENUES BY TYPE (3 Years) $0 FY 2013 Other (TxDOT, TIF#2, Military Rev. Loan, etc.) Certificates of Obligation G. O. Bonds FY 2014 FY 2015 ▪ Grants (FEMA, CDBG, TPW, etc.) Sales Tax Proceeds (4A) ■ Comm. PaperlRev. Bonds 6 PROG EXPENDITU Million (3 Years) $250 --,--- $200 $150 $100 $50 $0 FY 2013 Gas re Public Health & Safety Storm Water FY 2014 - Public Facilities II Parks & Recreation Wastewater FY 2015 • Airport Water Streets 7 Budgeted UtiEity Rates 10 Year Utility Rates by Utility (with 10 Year Cumulative Impact} fansomil ggiticlutowjanowcins* calt20171160.40111til240141400M8*- Itint2022 Average ICL Residential Water Bill Increase (water rate classes on following page) Wastewater Gas 1 50% 3,1.3564%% -.°576:60 -13'81Y° -11:9-Om°4% i 28% 1.9% t8% 1.4% O ,00%1 8.1% 808% 87% 888% 442% O .005'iol 0.00% 0-001V* Z50% 3.1O% 3.,20% 29O% 255% 290% tov79 Note: Rate impacts on the various water rate classes is shown on the following page. 9 10 Year rater Rates by Class (with 10 Year Cumulative Impact) ,k*NWIVVIVtitltnlfplt6 4151W44.ea*..o.- aniglatteataN. *w,:**v•iae,ta-gaw 4,01,, OCOTOV, INSIDE -CITY Residential 2,000 galsimo 3,000 gals/mo 5,000 gals/mo 7,000 gaIsimo COMMUNITY AVG 10,000 gals/mo 15,000 gals/mo 20,000 gals/mo 30,000 gals/mo 50,000 gals/mo Commercial 10,000 gals/mo 25,000 gals/mo 50,000 gals/mo 100,000 gals/mo 500,000 gals/mo Large Volume 15,000,000 gals/mo 25,000,000 gals/mo Average ICL Lv 100,000,000 gals/mo OUTSIDE -CITY Large Volume 15,000,000 gals/mo 25,000,000 gals/mo 100,000,000 gals/mo Wholesale SPMWD 1,000,000 gals/mo STWA 1,000,000 gals/mo NCWCID #4 1,000,000 gals/mo 1.5% 3.8% 5.0%1 6.0% 6.9% 7.5% 8.0% 8.5% -0.1% 0.1% 0.9% 0.0% -1.6% -0.5% -0.2% -0.6% --1„.0/ 00 0/ 2.6% 1.3% 1.4% 0.9% -0.2% -0.1% -0.4% -0.7% 1 4.7% 2.4% 1.7% 1.5% 0.9% 0.2% -0.5% -0.8% -1.0% 5.8% 2.8% 1.9% . 1.4% 0.4% -0.6% -0.8% -1.0% 6.6% 3.2% 2.0% 2,0% 1.9% 0.5% -0.6% -0.8% 1.0% 0.6% -0.6% -0.8% 0.9%- 7.8% 3.7% 2.0% 7.3% 3.5% 2.0% 2.2% 2.3% 2.3% 2.6% 0.7% -0.6% -0.7% -0.8% 8.1% 3.8% 2.0% 2.4% 2,8% 0.8% -0.6% -0.7% -0.8% 8.5% 4.0% 2.0% 2.4% 3.1% 0.9% -0.6% -0.7% -0.7% 5.6% 6.4% 3.1% 1.9% 1.9% 2.0% 0.5% -0.6% -0.7% -0.9% 6.8% 7.5% 3.6% 2.1% 2.2% 2.4% 0.7% -0.6% -0.8% -0.9% 7.1% 7.8% 3.7% 2.1% 2.3% 2.5% 0.7% -0.6% -0.8% -0.9% 7.2% 7.9% 3.7'% 2.1% 2.3% 2.6% 0.7% -0.6% -0.8% -0.9% 7.5% 8.1% 3.8% 2.1% 2.4% 2.7% 0.7% -0.6% -0.8% -0.9% -2.5% 1.2% 0.5% 1.8% 0.8% -1.9% -0.7% -0.3% -1_1% -1.7% -3.3% 2.5% 0.9% 2.3% 1,5% -1.5% -0.8% -0.3% -1.4% -1.8% -4.5% 4.5% 1.6% 3.0% 2.4% -1.0% 3.7% 0.9% 3.6% 2.3% -2.5% 1.2% 0.5% 1.8% 0.8% -1.9% -0.7% -0.3% -1.1% 1.7% -3.3% 2.5% 0.9% 2.3% 1.5% -1.5% -0.8% -0.3% -1.4% -1.8% -4.5% 4.5% 1.6% 3.0% 24% -1.0% 3.7% 0.9% 3.6% 2.3% -4.0% 2.5% 1.7% 7.0% 3.8% -2.6% -0.8% 1.2% -0.1% -2.7% -4.0% 2.5% 1,7% 7.0% 3.8% -2.6% -0.8% 1.2% -0.1% -2.6% -4.9% 5.2% 1.8% 3.3% 2.8% -0.8% -0.8% -0.2% -1.9% -2.1% 10 Remaining Events/Ac ons Tuesday, July 10, 2012 Regular City Council Meeting - Public Hearing, Council Discussion Tuesday, July 17, 2012 Regular City Council Meeting - Council Discussion/1St Reading & Approval Tuesday, July 24, 2012 Regular City Council Meeting - Council Discussion & Approval 11 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: 7/10/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 M i keb(a� cctexas. corn Michael Armstrong, Director of Municipal Information Systems (361) 826-3735 M ichaelAr(c� cctexas. corn Enterprise Resource Planning (ERP) System Consultant CAPTION: Motion authorizing the City Manager or his designee to execute a consultant agreement with Plante & Moran, PLLC of Southfield Michigan, for $198,340, to provide Enterprise Resource Planning (ERP) System Consultant services. BACKGROUND AND FINDINGS: The proposed contract will provide consulting services to: (1) Conduct a needs assessment for a replacement for PeopleSoft applications; (2) Assist the City in developing an RFP for replacement applications; (3) Assist the City in selecting a vendor for replacement applications; (4) Assist the City in negotiating a contract for licensing and implementation of replacement applications. The term of the agreement will extend through award of successful replacement of the ERP solution. It is the City's intent to present a recommendation for the ERP system to City Council by February 2013. Oracle Corporation, owners of PeopleSoft, has announced that support for the PeopleSoft set of applications will end in August 2014. As a result, the City will need to move to a different set of applications, either from Oracle or another vendor by that date. The City of Corpus Christi acquired PeopleSoft Financials, Human Resources Information Systems (HRIS) and Enterprise Performance Management (Budgeting) in 1998. The software was implemented during 1998 -1999 by Arthur Anderson Consulting. During the past decade, a number of vendors have emerged that can provide similar or improved functionality at a lower cost. The City also has an opportunity to assess the business processes supported by PeopleSoft applications and improve those processes by leveraging features available in more modern software. A target implementation date of August 1, 2013, has been established to take advantage of new functionality and reduced support costs. ALTERNATIVES: None. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Municipal Information Systems Department FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $302,539.99 $0 $302,539.99 Encumbered / Expended Amount $87,609.89 $0 $87,609.89 This item $198,340.00 $0 $198,340.00 BALANCE $16,590.10 $0 $16,590.10 Fund(s): Municipal Information System Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Summary Matrix Approvals: Veronica Ocanas, Assistant City Attorney Michael Armstrong, Director of Municipal Information Systems Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager City of Corpus Christi Purchasing Division Senior Buyer: Elisa Covington Request for Proposal No.: BI -0164-12 Council Date: July 10, 2012 Maximum Score Enterprise Resource Planning (ERP) System Consultant Summary Matrix Plante & Moran, PLLC Southfield, Michigan Pacific Technologies, Inc. Bellevue, Washington Information Services Schafer Group - Consulting, Inc. Public Sector Aliso Viejo, Austin, California Texas Berry, Dunn, McNeil & Parker, LLC (Berry Dunn) Portland, Maine Gartner, Inc. (Gartner) Stamford, Conneticut Premis Consulting Group Chicago, Illinois Project Methodology 20 17.00 12.40 9.00 10.20 6.00 14.80 11.80 Proposers Profile & Qualifications 30 29.40 24.94 21.26 28.80 19.80 22.80 4.89 Pricing 45 27.74 34.65 37.46 24.78 31.30 20.56 30.39 Exceptions 5 5.00 4.25 5.00 3.75 5.00 0.00 5.00 Total Score 100 79.14 76.25 72.72 67.53 62.10 58.16 52.08 Cost $198,340.00 $169,855.00 $121,077.75 $402,019.00 $200,100.00 $345,000.00 $195,125.00 A ir 1998 -19 Consultant Tasks Assess Needs and Requirements Develop RFP Select Vendor Negotiate Contract Goals Long-term Solution Improved Processes Cost Savings Alignment With Management Target: August 1, 2013 CONSULTANT SERVICES AGREEMENT Enterprise Resource Planning (ERP) System Consultant Services No. THIS CONSULTANT SERVICES AGREEMENT (this "Agreement ") is entered into by and between Plante & Moran, PLLC (the "Consultant ") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly authorized City Manager or designee, effective for all purposes upon execution by the City Manager or his designee. WHEREAS Consultant has proposed to provide an ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM CONSULTANT SERVICES in response to Request for Proposal No. BI- 0164 -12, which is incorporated by reference and attached hereto as Exhibit A; and WHEREAS the City has determined Consultant to be the most advantageous Proposer; NOW, THEREFORE, Consultant and City enter into this Agreement and agree as follows: 1. Services. Consultant will perform and provide related ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM CONSULTANT SERVICES in accordance with Request for Proposal No. BI- 0164 -12, which is incorporated by reference and attached hereto as Exhibit A. 2. Fee for Services. The City agrees to pay the Consultant the mutually agreed upon fees as follows: One - hundred and ninety -eight thousand, three hundred and forty - dollars ($198,340). Fees are fixed and firm for the duration of the contract. 3. Term. This Agreement begins on the date signed by the last signatory and continues through award of successful replacement ERP solution, subject to the approval of the City Manager or his designee ( "City Manager "). 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. All of Consultant's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Assistant Director of MIS. 5. Independent Contractor. Consultant will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant, or employee of Consultant be considered an employee of the City. 6. Insurance. Before activities can begin under this Agreement, Consultant's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages shown on Exhibit C (attached and incorporated herein) to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty (30) days' advance written notice by certified mail, of cancellation, material change in the coverages, 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 15 days of the City Manager's written request. 7. Assignment. No assignment of this Agreement or any right or interest therein by Consultant is effective unless the City first gives its written consent to the assignment. The performance of this Agreement by Consultant is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on July 31) is subject to appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item for this Agreement will be actually adopted, since that determination is within the sole discretion of the City Council at the time of adoption of each budget. 9. Waiver. No waiver of any breach of any term or condition of this Agreement or Consultant's bid offer to Request for Proposal No. BI- 0164 -12 waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws, rules and regulations. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas and the venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 11. Subcontractors /Subconsultants. Consultant may use subcontractors /subconsultants in connection with the work performed under this Agreement. When using subcontractors, however, Consultant must obtain prior written approval from the Contract Administrator. In using subcontractors /subconsultants, Consultant is responsible for all their acts and omissions to the same extent as if the subcontractor or subconsultant and its employees were employees of Consultant. All requirements set forth as part of this Agreement are applicable to all subcontractors or subconsultants and their employees to the same extent as if the Consultant and its employees had performed the services. 12. Amendments. This Agreement may be amended only by written agreement signed by duly authorized representatives of the parties hereto. 13. Termination. The City Manager may terminate this Agreement for Consultant's failure to perform the services specified in Request for Proposal No. BI- 0164 -12. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give Consultant at least 5 work -days' advance 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. Alternatively, City may terminate this Agreement, with or without cause, upon twenty (20) days' advance written notice to Consultant. However, City may terminate this Agreement on twenty -four (24) hours written notice to Consultant for failure to pay or provide proof of payment of taxes as set out herein. 14. Taxes. Consultant covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication 15, as it may be amended. Upon his request, Consultant shall provide the City Manager with proof of payment of these taxes within fifteen (15) of the request. Failure to pay or provide proof of payment is grounds for the City Manager to immediately terminate this Agreement. 15. Drug Policy. Consultant must adopt a Drug Free Workplace and drug testing policy. 16. Violence Policy. Consultant must adopt a Violence in the Workplace policy. 17. Notice. Notice may 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 deposit in the U.S. Mail, if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Connie Burns, Assistant Director of MIS P. O. Box 9277 Corpus Christi, Texas 78469 -9277 IF TO CONSULTANT: Consultant Name: Plante & Moran, PLLC Contact Person: Mr. Adam Rujan Address: 27400 Northwestern Hwy. P.O. Box 307 City, State, Zip: Southfield, MI 48037 -0307 800 544 -0203 18. Indemnification. CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY AND ITS OFFICERS, EMPLOYEES AND AGENTS (INDEMNITEES) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF 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 THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. 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 REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF PROPOSER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THE CONTRACT. 19. Severability. Each provision of the Agreement shall b e considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or 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 thereof has been omitted. SIGNED this 13th day of June , 2012. Consultant: Plante & Moran, PLLC Name: Adam Rujan Title: Partner City of Corpus Christi Mike Barrera Assistant Director of Financial Services Exhibits and Attachments Incorporated by Reference: Exhibit A: Request for Proposal No. BI- 0164 -12 Exhibit B: Consultant's response to RFP No. BI- 0164 -12 Incorporated and Attached: Exhibit C: Insurance Requirements Exhibit D: Insurance Certificate AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 4, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson (361) 882 -7448 mculbertson@ccredc.com Ordinance appropriating a Type A grant to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC. CAPTION: A. Ordinance appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency B. Resolution approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC"), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs PURPOSE: To provide a grant from the Type A fund to incentivize Majek to expand their boat manufacturing facility and to retain and create full -time jobs BACKGROUND AND FINDINGS: Majek Boatworks is a well known national boat manufacturer that is located in Corpus Christi. They are a family business with a market on the Gulf coast and they are expanding their territory to Florida. Due to this expansion and the uptick in the economy their orders have increased to more than what their current facility can handle. They plan to invest $1,050,000 in furniture, fixtures, and equipment at their Corpus Christi facility and retain 24 jobs and create up to 26 new jobs with an annual average salary of $24,300. On November 29, 2010 the Type A Board approved a grant to Majek Boatworks, Inc. and on May 21, 2012 approved an amendment. ALTERNATIVES: The company is not eligible for any additional incentives. OTHER CONSIDERATIONS: Majek would increase their foot print in our community and Corpus Christi will continue to be the home of a successful Gulf coast boat manufacturer. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi. EMERGENCY / NON - EMERGENCY: Non - emergency. DEPARTMENTAL CLEARANCES: Type A Board FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 360,000 360,000 BALANCE 360,000 360,000 Fund(s): Type A Fund Comments: RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to enter into a five year Type A agreement with Majek Boatworks, Inc. for $360,000 over a five year period. LIST OF SUPPORTING DOCUMENTS: Ordinance for Majek Boatworks, Inc. Business Incentive Agreement Page 1 of 2 Ordinance Appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Majek for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs and the improvement of Saluki Street. SECTION 2. That Ordinance No. 029155, which adopted the FY 2011 -2012 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business /Job Development Fund by $360,000 for a business incentive grant from the Type A Corporation to Majek for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs and the improvement of Saluki Street. SECTION 3. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary 0015_2_ORDINANCE Majek 5 -31 -12 Joe Adame Mayor Page 2 of 2 Corpus Christi, Texas Day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0015_2_ORDINANCE Majek 5 -31 -12 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 4, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson (361) 882 -7448 mculbertson@ccredc.com Ordinance appropriating a Type A grant to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC. CAPTION: A. Ordinance appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency B. Resolution approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC"), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs PURPOSE: To provide a grant from the Type A fund to incentivize Majek to expand their boat manufacturing facility and to retain and create full -time jobs BACKGROUND AND FINDINGS: Majek Boatworks is a well known national boat manufacturer that is located in Corpus Christi. They are a family business with a market on the Gulf coast and they are expanding their territory to Florida. Due to this expansion and the uptick in the economy their orders have increased to more than what their current facility can handle. They plan to invest $1,050,000 in furniture, fixtures, and equipment at their Corpus Christi facility and retain 24 jobs and create up to 26 new jobs with an annual average salary of $24,300. On November 29, 2010 the Type A Board approved a grant to Majek Boatworks, Inc. and on May 21, 2012 approved an amendment. ALTERNATIVES: The company is not eligible for any additional incentives. OTHER CONSIDERATIONS: Majek would increase their foot print in our community and Corpus Christi will continue to be the home of a successful Gulf coast boat manufacturer. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi. EMERGENCY / NON - EMERGENCY: Non - emergency. DEPARTMENTAL CLEARANCES: Type A Board FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 360,000 360,000 BALANCE 360,000 360,000 Fund(s): Type A Fund Comments: RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to enter into a five year Type A agreement with Majek Boatworks, Inc. for $360,000 over a five year period. LIST OF SUPPORTING DOCUMENTS: Ordinance for Majek Boatworks, Inc. Business Incentive Agreement Page 1 of 3 Resolution Approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC "), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs Whereas, the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ( "City "). Whereas, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Majek and Turner -Majek LLC, for expansion of their existing manufacturing facilities within the City, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full - time jobs with an average annual salary of at least $24,300 over a five year period, and will create and maintain additional full -time jobs with an average annual salary of at least $24,300 over a five year period, will best satisfy this goal; Whereas, Majek and Turner -Majek LLC need to have a street reserve adjacent to their property ( "Saluki Street ") improved to the Rodd Field Public Improvement District street standards to allow for the transportation of their products and to improve the access for their customers; Whereas, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Majek and Turner -Majek LLC; 0016_2_RESOLUTION -- Majek Business Incentive Agreement - 5 -31 -12 Page 2 of 3 Whereas, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for the improvement of a City owned street reserve to a City street, to be named Saluki Street, between the Type A Corporation and Majek and Turner -Majek LLC; and Whereas, there is a need for a business incentive project support agreement between the City and the Type A Corporation for the implementation and administration of the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Majek and Turner -Majek LLC. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Majek and Turner -Majek LLC that provides for expansion of their existing manufacturing facilities within the City of Corpus Christi, and for the improvement of a City owned street reserve to a City street, to be named Saluki Street, which is attached to this resolution as Exhibit A, is approved. SECTION 2. That the City Manager, or designee, is authorized to execute a project support agreement between the City and Type A Corporation for the implementation and administration of the business incentive agreement with Majek, which is attached to this resolution as Exhibit B. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED: day of , 2012. Joe Adame Mayor 0016_2_RESOLUTION -- Majek Business Incentive Agreement - 5 -31 -12 Page 3 of 3 Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0016_2_RESOLUTION -- Majek Business Incentive Agreement - 5 -31 -12 BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND MAJEK BOATWORKS, INC. and TURNER -MAJEK REAL ESTATE, LLC FOR CAPITAL INVESTMENTS AND THE CREATION AND RETENTION OF JOBS This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ( "Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Corporation ") and Majek Boatworks, Inc. ( "Majek "), a Texas domestic for - profit corporation, and Turner -Majek Real Estate, LLC ("Turner- Turner-Majek LLC "), a Texas Limited Liability Corporation. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2d02, residents of the City of Corpus Christi ("City") passed passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 1 /8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vemon's Texas Revised Civil Statutes, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on November 9, 2010; WHEREAS, Majek is the manufacturer of flat and bay boats with manufacturing facilities located within the City; Page 1 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 WHEREAS, Turner -Majek LLC holds legal title to the real property on which Majek has their facilities and business operations located within the City and has a binding lease agreement with Majek for Majek's use of said real property; WHEREAS, Majek and Turner -Majek LLC propose to invest approximately $1,050,000 to expand their existing manufacturing facilities over a five year period, including the construction of a 10,500 square foot lamination shop, including furniture, fixtures, and equipment; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Majek and Turner -Majek LLC, through this Agreement with Majek and Tumer -Majek LLC, to be used by Majek and Turner -Majek LLC to expand their existing manufacturing facilities over a five year period, including the construction of a 10,500 square foot lamination shop, including furniture, fixtures, and equipment, which will result in creation of up to 26 new full -time permanent jobs in the City of Corpus Christi and the retention of 24 existing full -time jobs, with an estimated annual average salary of $24,300. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation, Majek and Turner -Majek LLC agree as follows: 1. Effective Date. The effective date of this Agreement ( "Effective Date ") is January 1, 2012. 2. Term. The term of this Agreement is for five years beginning on January 1, 2012. 3. Performance Requirements and Grants. The Performance Requirements and Grants are listed in Exhibit A, which is attached to and incorporated into this Agreement. 4. Job Creation Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162, Texas Local Government Code, formerly Section 38(b) of the Development Corporation Act of 1979, as amended, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. A full -time permanent job is one that provides at least 2,080 hours annually. c. Majek and Turner -Majek LLC agree to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. d. Majek and Turner -Majek LLC agree to provide Corporation with a sworn certificate by authorized representative of each business assisted under this Page 2 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Agreement certifying the number of full -time permanent employees employed by the business. e. Majek and Turner -Majek LLC shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 5. Buy Local Provision. a. Majek and Tumer -Majek LLC agree to use their best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50- mild radius of Nueces County. 6. Warranties. Majek warrants and represents to Corporation the following: a. Majek is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Majek has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Majek has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Majek has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Majek are duly authorized to execute this Agreement on behalf of Majek. Turner -Majek LLC warrants and represents to Corporation the following: f. Turner -Majek LLC is a limited liability corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. Page 3 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 g. Turner -Majek LLC has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. h. Turner -Majek LLC has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. i. Turner -Majek LLC has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. j. The parties executing this Agreement on behalf of Tumer -Majek LLC are duly authorized to execute this Agreement on behalf of Turner -Majek LLC. 7. ;compliance with Laws. Majek and Turner -Majek LLC hall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non - Discrimination. Majek covenants and agrees that Majek will not discriminate or permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. Turner -Majek LLC covenants and agrees that Turner -Majek LLC will not discriminate or permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation, Majek or Turner -Majek LLC are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation, Majek or Turner -Majek LLC are temporarily suspended during continuation of the force majeure. If any party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other parties in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Neither Majek nor Turner -Majek LLC may assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. Page 4 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 11. Indemnity. Majek covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ( "Indemnitees ") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Majek activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Majek must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. Turner -Majek LLC covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective ofiicerF, employees, and agents ( "Indemnitees ") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Turner -Majek LLC activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Turner -Majek LLC must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Events of Default by Majek or Tumer -Majek LLC. The following events constitute a default of this Agreement by Majek or Tumer -Majek LLC: a. The Corporation or City determines that any representation or warranty on behalf of Majek or Tumer -Majek LLC contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Majek or Turner -Majek LLC or any attachment or other levy against the property of Majek or Turner -Majek LLC with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Majek or Turner -Majek LLC makes an assignment for the benefit of creditors. Page 5 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 d. Majek or Turner -Majek LLC files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Majek or Turner -Majek LLC become delinquent, and Majek or Tumer -Majek LLC fails to timely and properly follow the legal procedures for protest or contest. f. Majek or Turner -Majek LLC changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Majek or Turner - Majek LLC is in default according to the terms of this Agreement, the Corporation or City shall notify Majek and /or Tumer -Majek LLC in writing of the event of default and provide 60 days from the date of the notice ( "Cure Period ") for Majek and /or Turner - Majek LLC to cure the event of default. 14. Results of Uncured Default by Majek or Tumer -Majek LLC. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Majek or Tumer -Majek LLC, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Majek and Tumer -Majek LLC shall immediately repay all funds paid by Corporation to them under this Agreement. b. Majek and Turner -Majek LLC shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Majek and Tumer -Majek LLC of all sums due, the Corporation and Majek and Tumer -Majek LLC shall have no further obligations to one another under this Agreement. d. The City, the Corporation, Majek and Tumer -Majek LLC each may not be held liable for any consequential damages. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. Page 6 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 c. Any waiver or indulgence of Majek's or Turner -Majek LLC's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Majek or Turner -Majek LLC is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Majek and Turner -Majek LLC specifically agree that Corporation shall only be liable to Majek and Turner -Majek LLC for the actual amount of the money grants to be conveyed to Majek and Turner -Majek LLC, and shall not be liable to Majek and Turner - Majek LLC for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Majek and Turner -Majek LLC to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Majek: Majek Boatworks, Inc. Attn: Javier Trevino 7021 Saluki Street Corpus Christi, TX 78414 Turner -Majek LLC: Turner -Majek Real Estate, LLC Attn: Javier Trevino PO Box 171720 San Antonio, TX 78217 Page 7 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469 -9277 c. Notice is effective upon deposit in the United States mail in the manner provided abode. 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ( "Corporation Guidelines "), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, or any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, the Corporation, Majek and Tumer -Majek LLC each will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint - venturers, or associates of one another. The employees or agents of any party may not be, or be construed to be, the employees or agents of another party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, Page 8 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation, Majek and Tumer -Majek LLC. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressjy stated in this Agreement°, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Eloy Salazar President Armando Chapa Assistant Secretary Page 9 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Majek Boatworks, Inc. By: Date: er Trevino ident 43/ t2. THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on 414 Javier Trevino, President, Majek Boatworks, Inc., a Te co e - ation on beh If of the corporation. ak. Stat Public of Texas Turner -Majek Real Estate, LLC THE STATE OF TEXAS COUNTY OF NUECES a 5 , 2012, by Tex omestic for -profit This instrument was acknowledged before me on Javier Trevino, President, Tumer -Majek Real Estate, LL corporation, on behalf of the limited liability corporation. LYNE M JACKSON NOTARY PUBLIC STATE OF My Comm. Exp.10 /31 /2014 ublic State of Texas Page 10 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 �Sf , 2012, by T1 xas limited liability LYNE M JACKSON NOTARY PUBLIC STATE OF My Comm, Exp. 10/31 /2014 EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. Majek and Turner -Majek LLC (collectively "the Company ") shall invest at least $1,050,000 to expand their existing manufacturing facilities over a five year period, including the construction of a 10,500 square foot lamination shop, and including furniture, fixtures, and equipment. Majek and Turner -Majek LLC shall further, over the term of this Agreement, retain 24 full -time jobs and create up to 26 new full -time jobs, with an average annual salary of $24,300 as described in the schedule below. Year Number of New Jobs Number of Retained Jobs Annual Payroll Capital Investment 1 0 24 555,000 375,000 2 8 24 571,000 75,000 3 10 32 740,000 75,000 4 4 42 1,000,000 75,000 5 4 46 1,100,000 450,000 a. Grants, not to exceed $30,000 per year and a cumulative total of $150,000 over five years, are available on a per job created basis. b. Should the Company fall below the Performance Standards in any one year, the Company shall receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage the Company's performance falls below the Performance Standards. However if the Company falls below 70% then there is no payment for that year. By way of example only: assume a partial Cash Incentive payment is required in the fifth year of this Agreement and the Performance Standards have not been reached. For the purposes of calculating this reduced Cash Incentive, it is agreed that $6,600 or 22% of the Cash Incentive is being given premised on the payroll requirements of this Agreement and $23,400 or 78% is attributable to the capital investment requirements. The reduced Cash Incentive shall be calculated as follows: Annual payroll commitment: 5th year: $1,100,000 5th year actual: $ 770,000 Percent of Total 70% A -1 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Annual Investment commitment: 5th year: $450,000 5th year actual: $450,000 Percent of Total 100% 5th year incentive calculation: Reduced Cash Incentive calculation: 70% x 22% x $30,000 = $4,620 Total Cash Incentive Economic Incentive Calculation: 100% x 78% x $30,000 = $23,400 $4,620 + $23,400 = $28,020 In the 5th year, the Company would receive a reduced Cash Incentive of $28,020 from the Corporation for not meeting the performance goals for annual payroll requirements. 2. The Corporation will grant up to $210,000 for the improvement of Saluki Street to a dedicated City street constructed to the Rodd Field Public Improvement District street standards. 3. The Corporation will award a grant to Majek and Tumer -Majek LLC based on the formula above, payable not later thanlJune 15 of each year if Majek and Tumer -Majek LLC make the required capital investment in buildings, furniture, fixtures and equipment, retain the minimum number of jobs in the preceding year described in paragraph 1, above (collectively, the "annual performance benchmarks "). 4. Majek and Turner -Majek LLC must present to the City a business plan that includes the current expansion plan, time line, and future expansion plans before the road construction will start. A -2 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT This Business Incentives Project Service Agreement ( "Project Service Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and the City of Corpus Christi, Texas ( "City "). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Type A Corporation's Board of Directors ( "Board "); WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, the Board, on October 18, 2010, again amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code (formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes), requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC ") have submitted a proposal to the Type A Corporation for a $150,000 grant for expansion of their existing manufacturing facilities and an additional $210,000 to improve Saluki Street; Page 1 of 3 0016_4_Project Support Agreement - Majek Boatworks WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund Majek's and Turner -Majek LLC's expansion of their existing manufacturing facilities; and WHEREAS, the Type A Corporation, Majek and Turner -Majek LLC have executed a business incentive project agreement for the creation and retention of jobs related to Majek's and Turner -Majek LLC's expansion of their existing manufacturing facilities and improvement of Saluki Street. In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Type A Corporation and the City agree as follows: 1. Project Service Agreement to Implement Business Incentives Agreement. This Project Service Agreement between the City and the Type A Corporation is executed to implement the Business Incentive Agreement for the Creation and Retention of Jobs between the Type A Corporation and Majek and Turner -Majek LLC related to Majek's and Turner -Majek LLC's expansion of their existing manufacturing facilities and improvement of Saluki Street ( "Business Incentive Agreement "). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive Agreement. 3. Services to be Provided by City. a. The City Manager, or the City Manager's designee, shall administer funding on behalf of the Type A Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Business Incentive Agreement for the Type A Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City's Council. 5. Effective Date. The effective date of this Project Service Agreement is January 1, 2012. 6. Amendments or Modifications. No amendments or modifications to this Project Service Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Service Agreement or the application of this Project Service Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Project Page 2 of 3 0016_4_Project Support Agreement - Majek Boatworks Service Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Service Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Project Service Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Service Agreement, then the remainder of this Project Service Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Service Agreement automatically. 8. Captions. The captions in this Project Service Agreement are for convenience only and are not a part of this Project Service Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Service Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson Eloy Salazar City Manager President Date: Date: Attest Armando Chapa City Secretary 0016_4_Project Support Agreement - Majek Boatworks Page 3 of 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of June 26, 2012 Action Item for the City Council Meeting of July 10, 2012 DATE: July 10, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Issuance of New Money and Refunding Utility System Junior Lien Revenue Bonds CAPTION: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement, an escrow agreement, and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: The City has an opportunity to refund up to five series of utility revenue bonds. Additionally, the City would like to issue $60,000,000 of new utility money" to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). This agenda item would allow for the City to take both actions utilizing an alternate borrowing method: subordinate or junior lien debt. BACKGROUND AND FINDINGS: Part A: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, and Assistant City Manager in Part B of this agenda item. Part B: At the present time, there is an opportunity to refund 4 series of bonds (1999A, 2002, 2004, and 2005A Utility System Revenue Improvement Bonds). The net present value savings equates to approximately 6.9% or approximately $7,440,000 on $108,435,000 of outstanding bonds. This amount will fluctuate based on the conditions in the market at time of pricing. Additionally, the City would like to issue $60,000,000 of new money to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). The City currently maintains a senior lien revenue financing system in support of its combined utility system (the "System "). Issuance of additional senior lien System debt requires compliance with stringent bond covenants that are, in limited instances, no longer required in the capital markets by purchasers of highly rated credits such as the System. For example, the issuance of additional senior lien System debt requires the immediate funding of a debt service reserve fund with respect to such additional debt. Historically, the City has purchased debt service reserve fund surety policies from municipal bond insurance companies to satisfy this requirement; however, as a result of the deterioration in the municipal bond insurer industry, there exists no bond insurer that meets the AAA- credit rating requirements applicable to the issuer of such a policy, as required by the City's outstanding senior lien System bond ordinances. This result requires that the City fund such debt service reserve requirement with cash, being either cash on hand or through the issuance of an additional amount of bonds, which, in either case, negates the savings resultant from the refunding identified above and increases the costs of borrowing for new money issues. Given recent declines in interest rates available in the capital markets, the credit spread (being the differential in interest rates) between senior lien and subordinate lien System debt has significantly narrowed, so much so that the costs of cash - funding a reserve fund at the senior lien level are greater than the costs of a higher interest rate applicable to a subordinated series of debt. This circumstance presents the City with an opportunity to establish a junior lien System financing structure, whereby the City can "modernize" the covenants applicable to this debt while at the same time realizing (i) debt service savings by refunding and "subordinating" certain of its senior lien System bonds and (ii) lower borrowing costs for new money issues. Though the City is "modernizing" multiple aspects of its System debt covenants (all to the benefit of the City), an example is the suspension of the City's requirement to fund a debt service reserve applicable to this new junior lien System debt until such time (if at all) that debt service coverage (being the ratio of available System revenues to debt service on outstanding System debt) falls below negotiated levels for an extended period of time. The establishment of this new financing structure provides the City with greater flexibility in the management of its System debt portfolio. Prospectively, the City can choose to issue System debt at either the senior or junior lien level. As evidenced by recent developments in the marketplace, future circumstance will dictate whether an issuance of additional debt at the System's senior lien level, with its more stringent requirements, or at the junior lien level is more advantageous to the City. This action, in addition to the benefits described above, will provide the City with the flexibility to act in a manner that is most beneficial, given then - existing market conditions balanced against the needs of the City and its System. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $715,441,000 $ 715,441,000 Encumbered /Expended amount of (date) - - - This item - $ 706,506,393 $ 706,506,393 BALANCE - - $8,934,607 $ 8,934,607 FUND(S): Utility Debt Service Funds COMMENTS: The $8,934,607 noted above represents savings in debt payments by refunding applicable System revenue bonds for the remaining life of the bonds — through 2040. This represents a net present value savings of approximately $7,440,000. RECOMMENDATION: Staff recommends approval of the motion and ordinance as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY /NON- EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and /or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule Ordinance cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Oscar Martinez, Assistant City Manager (�. slaw. Jac. INVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not More than $ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000 250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000 350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000 500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000 700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000 1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000 1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000 5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000 10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000 20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000 REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee shall be the amount computed from the above schedule, plus 25 %. EXHIBIT A AGENDA MEMORANDUM Future Item for the City Council Meeting of June 26, 2012 Action Item for the City Council Meeting of July 10, 2012 DATE: July 10, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Issuance of New Money and Refunding Utility System Junior Lien Revenue Bonds CAPTION: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement, an escrow agreement, and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: The City has an opportunity to refund up to five series of utility revenue bonds. Additionally, the City would like to issue $60,000,000 of new utility money" to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). This agenda item would allow for the City to take both actions utilizing an alternate borrowing method: subordinate or junior lien debt. BACKGROUND AND FINDINGS: Part A: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, and Assistant City Manager in Part B of this agenda item. Part B: At the present time, there is an opportunity to refund 4 series of bonds (1999A, 2002, 2004, and 2005A Utility System Revenue Improvement Bonds). The net present value savings equates to approximately 6.9% or approximately $7,440,000 on $108,435,000 of outstanding bonds. This amount will fluctuate based on the conditions in the market at time of pricing. Additionally, the City would like to issue $60,000,000 of new money to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). The City currently maintains a senior lien revenue financing system in support of its combined utility system (the "System "). Issuance of additional senior lien System debt requires compliance with stringent bond covenants that are, in limited instances, no longer required in the capital markets by purchasers of highly rated credits such as the System. For example, the issuance of additional senior lien System debt requires the immediate funding of a debt service reserve fund with respect to such additional debt. Historically, the City has purchased debt service reserve fund surety policies from municipal bond insurance companies to satisfy this requirement; however, as a result of the deterioration in the municipal bond insurer industry, there exists no bond insurer that meets the AAA- credit rating requirements applicable to the issuer of such a policy, as required by the City's outstanding senior lien System bond ordinances. This result requires that the City fund such debt service reserve requirement with cash, being either cash on hand or through the issuance of an additional amount of bonds, which, in either case, negates the savings resultant from the refunding identified above and increases the costs of borrowing for new money issues. Given recent declines in interest rates available in the capital markets, the credit spread (being the differential in interest rates) between senior lien and subordinate lien System debt has significantly narrowed, so much so that the costs of cash - funding a reserve fund at the senior lien level are greater than the costs of a higher interest rate applicable to a subordinated series of debt. This circumstance presents the City with an opportunity to establish a junior lien System financing structure, whereby the City can "modernize" the covenants applicable to this debt while at the same time realizing (i) debt service savings by refunding and "subordinating" certain of its senior lien System bonds and (ii) lower borrowing costs for new money issues. Though the City is "modernizing" multiple aspects of its System debt covenants (all to the benefit of the City), an example is the suspension of the City's requirement to fund a debt service reserve applicable to this new junior lien System debt until such time (if at all) that debt service coverage (being the ratio of available System revenues to debt service on outstanding System debt) falls below negotiated levels for an extended period of time. The establishment of this new financing structure provides the City with greater flexibility in the management of its System debt portfolio. Prospectively, the City can choose to issue System debt at either the senior or junior lien level. As evidenced by recent developments in the marketplace, future circumstance will dictate whether an issuance of additional debt at the System's senior lien level, with its more stringent requirements, or at the junior lien level is more advantageous to the City. This action, in addition to the benefits described above, will provide the City with the flexibility to act in a manner that is most beneficial, given then - existing market conditions balanced against the needs of the City and its System. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $715,441,000 $ 715,441,000 Encumbered /Expended amount of (date) - - - This item - $ 706,506,393 $ 706,506,393 BALANCE - - $8,934,607 $ 8,934,607 FUND(S): Utility Debt Service Funds COMMENTS: The $8,934,607 noted above represents savings in debt payments by refunding applicable System revenue bonds for the remaining life of the bonds — through 2040. This represents a net present value savings of approximately $7,440,000. RECOMMENDATION: Staff recommends approval of the motion and ordinance as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY /NON- EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and /or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule Ordinance cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Oscar Martinez, Assistant City Manager ORDINANCE NO. DRAFT OF 5/07/12 AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012" IN AN AMOUNT NOT TO EXCEED $ ; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE 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 Priority Bonds) supported by a first and prior lien on and pledge of the Net Revenues (as hereinafter defined) of the City's combined utility systems (as further described and defined herein, the System); and WHEREAS, the City Council has heretofore established a commercial paper program (the Commercial Paper Program) pursuant to which it issued from time to time a series of commercial paper notes (the Commercial Paper Notes), equally and ratably secured by a lien on and pledge of the Net Revenues, subordinate to the lien thereon and pledge thereof securing the Previously Issued Priority Bonds (but senior and superior to such lien and pledge securing the hereinafter - defined Previously Issued Inferior Lien Obligations) and which expired by the terms of the Commercial Paper Program's authorizing ordinance on March 25, 2010, rendering such Commercial Paper Program void and of no further effect; and WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as hereinafter defined) supported by an lien on and pledge of the Net Revenues of the System inferior to the lien thereon and pledge thereof securing the Previously Issued Priority Bonds and the Commercial Paper Notes (such inferior lien Federal Contract, the Previously Issued Inferior Lien Obligations); and 77800783.4 WHEREAS, the City Council is authorized by the terms of the City ordinances authorizing the issuance of the Previously Issued Priority Bonds and Section 1502.052, as amended, Texas Government Code (which permits the grant of a lien on Net Revenues at the level of priority determined by the City Council), to create and establish a revenue financing system supported by a lien on and pledge of Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds (as hereinafter defined); and WHEREAS, to realize covenant relief governing the issuance and maintenance of Additional Priority Bonds (as hereinafter defined), the City Council has determined to establish a junior lien revenue finance system in support of the System, secured (primarily) by a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but senior and superior to the Inferior Lien Obligations and which junior lien revenue finance system will, upon establishment, assume the lien position formerly held by the Commercial Paper Program prior to its expiration; and WHEREAS, the City Council has determined that revenue and refunding bonds payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues (as hereinafter defined) should be issued for the purposes of (i) establishing the junior lien finance system heretofore described, (ii) building, improving, extending, enlarging, and repairing the System, and (iii) refunding certain Outstanding Previously Issued Priority Bonds for the purposes of realizing debt service savings and covenant relief; and WHEREAS, the City Council further determines and finds that these revenue and refunding bonds be issued as the initial series of Junior Lien Obligations (as hereinafter defined) and establishes the aforementioned junior lien finance system; and WHEREAS, the City has heretofore issued, sold, and delivered, and there are currently Outstanding obligations in the aggregate principal amount of $ in Previously Issued Priority Bonds, 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 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, 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 that is not the depository bank of the City; and WHEREAS, , Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue and refunding bonds; and WHEREAS, the City Council 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 77800783.4 -2- the date of the refunding bonds herein authorized to restructure the City's debt service and such refunding will result in a gross savings of $ and a net present value savings of $ ( %), including a City cash contribution of $ , as well as provide the City with covenant relief resultant from the subordination of the Refunded Obligations; and WHEREAS, the City is empowered by the provisions of Chapters 1207, 1371, and 1502, as amended, Texas Government Code, and the City's Home Rule Charter to issue revenue and refunding bonds; and WHEREAS, the City Council hereby finds and determines that the establishment of a junior lien finance system in support of the System and the issuance of these revenue and refunding bonds as the initial issuance thereunder, under the terms specified herein, is in the best interests of the citizens of the City, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRIST, TEXAS THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue 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 JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) building, improving, extending, enlarging, or repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuing the Bonds. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of 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, particularly Chapters 1207, 1371, and 1502, as amended, Texas Government Code, the City's Home Rule Charter, and this Ordinance. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated July 1, 2012 (the Dated Date) shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R -" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: 77800783.4 Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) -3- Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 As authorized by Chapters 1207 and 1371, as amended, Texas Government Code, the Mayor of the City, the City Manager of the City, and the Assistant City Manager for General Government and Operations Support (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, the Dated Date therefor, the further designation of the Bonds by series and by year, the identity of the Purchaser (which may include a syndicate of underwriters and the identification by the Authorized Representative of the duties of such syndicate members) selected from the City's pool of approved underwriters, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule II. The Bonds shall be issued in the principal amount not to exceed $ ; the maximum maturity of the Bonds will be July 15, 20; the net effective per annum interest rate shall not exceed a rate greater than % per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code; and the refunding of the Refunded Obligations shall produce a net present value savings of at least %. Lastly, each Authorized Representative is authorized to select the bond insurer and /or debt service reserve fund credit provider, if any, with respect to the Bonds. If the Authorized Representative chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Representative shall be permitted to execute an insurance or similar reimbursement agreement in 77800783.4 -4- substantially the form attached hereto as Exhibit F (which form is hereby approved) in connection with such purchase. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchaser in accordance with the provisions of Chapters 1207 and 1371, as amended, Texas Government Code. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371, as amended, Texas Government Code. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 3: Payment of Bonds - Interest Payments - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (the Interest Payment Date), commencing January 15, 2013, while the Bonds are Outstanding. The selection and appointment of , Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent /Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the 77800783.4 -5- Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first -class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first -class postage prepaid, to the address of each Holder appearing on the 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 Bonds. The Bonds stated to mature on 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 (but not the Reserve 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: 77800783.4 -6- Term Bonds Stated to Mature on July 15, 20 Principal 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 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, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the Reserve 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 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 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 77800783.4 -7- then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first -class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. 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). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty -five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary. 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 77800783.4 -8- 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 Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of the same series 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. 77800783.4 -9- 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 30 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond(s). The Bonds herein authorized shall be issued initially either (i) as a single fully- registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T -1, or (ii) as one (1) fully- registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T -1 and upward (the Initial Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, 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(s), the Paying Agent/Registrar shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) 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(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 77800783.4 -10- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 Dated Date: July 1, 2012 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: 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 Dated Date (anticipated to occur on or about July , 2012) or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day of 30 -day months; such interest being payable on January 15 and July 15 of each year commencing January 15, 2013. 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 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. 77800783.4 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 (i) building, improving, extending, renovating, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) the payment of their costs of issuance. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the Constitution and laws of the State of Texas, particularly Chapters 1207, 1371, and 1502, as amended, Texas Government Code, the City's Home Rule Charter, and the Ordinance. The Bonds stated to mature on 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 (but not the Reserve 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 Stated to Mature on July 15, 20 Principal 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 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, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the Reserve 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 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 77800783.4 -12- 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 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 the initial series of Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) lien on and pledge of the Net Revenues derived from the operation of the City's utility system (as further described in the Ordinance, the System), that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, and Additional Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. 77800783.4 -13- Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations, and Additional Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected 77800783.4 -14- 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. 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 ATTEST: City Secretary (SEAL) 77800783.4 Mayor -15- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond(s) 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 (SEAL) * Bond to Printer: Not to appear on printed Bonds 77800783.4 -16- Comptroller of Public Accounts of the State of Texas Only. D. *Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds 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: * Bond to Printer: to appear on printed Bonds E. Form of Assignment. Texas, as Paying Agent/Registrar By: Authorized Signature AS SIGNMENT 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: 77800783.4 -17- F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below "; (2) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day of 30 -day months; such interest being payable on January 15 and July 15 of each year, commencing January 15, 2013. 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 , 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. G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided by the insurer. 77800783.4 -18- SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 35 and 49 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 Additional Priority Bonds shall mean (i) any bonds, notes, warrants, or other evidences of indebtedness which the City reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Section 19 of this Ordinance and which are equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System that is senior and superior to the lien thereon and pledge thereof that is made a part of Junior Lien Pledged Revenues or that may secure the repayment of any Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. B. The term Additional Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then - Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. C. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that are or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. D. The term Authorized Official shall mean the Mayor of the City, the City Manager of the City, the Assistant City Manager for General Government and Operations Support, the Director of Financial Services, and , the City Auditor. 77800783.4 -19- E. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. F. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 ", dated July 1, 2012, authorized by this Ordinance. G. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. H. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and /or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. I. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. J. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. K. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. L. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any Bond or the payment of any Credit Facility. M. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. N. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. O. The term Debt shall mean 77800783.4 -20- (1) all indebtedness payable from Junior Lien Pledged Revenues and /or Net Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Junior Lien Pledged Revenues and /or Net Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Junior Lien Pledged Revenues and /or Net Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and /or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (a) 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 (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. P. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12 -month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non — permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity 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 77800783.4 -21- case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. Q. The term Depository shall mean an official depository bank of the City. R. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. S. The term Federal Contract shall mean Contract No. 6 -07 -01 -X0675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, with respect to the Nueces River Reclamation Project, together with any amendments thereto, pursuant to which the City has pledged the revenues of its waterworks system in support of the payment obligations of the City under the Federal Contract, subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the Priority Bonds and the lien thereon and pledge thereof as a result of such Net Revenues being included as Junior Lien Pledged Revenues. 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 by the City, which period presently commences on August 1 of each year and ends on the following July 31. U. 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; and (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 77800783.4 -22- Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. 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 (i) the Previously Issued Inferior Lien Obligations, (ii) any Additional Inferior Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any 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, 2013, while any of the Bonds remain Outstanding. Z. The term Junior Lien Obligations shall mean (i) the Bonds, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. AA. The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. BB. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. CC. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Priority Bonds, Junior 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 law, 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, 77800783.4 -23- obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. DD. The term Ordinance shall mean this Ordinance adopted by the City Council on June 26, 2012. EE. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 37 of this Ordinance; and (3) those Priority Bonds, Junior Lien Obligations, and Inferior Lien Obligations that has been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 30 of this Ordinance. FF. The term Previously Issued Inferior Lien Obligations shall mean the Federal Contract. GG. The term Previously Issued Priority Bonds shall mean, as of the Closing Date (i) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003 ", dated May 15, 2003, in the original principal amount of $28,870,000; (2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005 ", dated January 1, 2005, in the original principal amount of $70,390,000; (3) [ "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A ", dated October 1, 2005, in the original principal amount of $68,325,000;] (4) "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006 ", dated October 1, 2006, in the original principal amount of $84,415,000; (5) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009 ", dated March 1, 2009, in the original principal amount of $96,490,000; 77800783.4 -24- (6) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010 ", dated March 1, 2010, in the original principal amount of $8,000,000; (7) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy -Build America Bonds) ", dated July 1, 2010, in the original principal amount of $60,625,000; (8) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A ", dated July 1, 2010, in the original principal amount of $14,375,000; and (9) "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 2012 ", dated April 1, 2012, in the original principal amount of $55,000,000. HH. The term Priority Bonds shall mean the Previously Issued Priority Bonds, any Additional Priority Bonds, and obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, as determined by the City Council in accordance with any applicable law. II. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 31 of this Ordinance. JJ. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Junior Lien Pledged Revenues, or Net Revenues and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Junior Lien Pledged Revenues, or Net 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. KK. 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. LL. The term System shall mean and include, whether now existing or hereinafter added (including additions made from time to time in accordance with the provisions of the City ordinances authorizing the issuance of the Outstanding Priority Bonds), 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 77800783.4 -25- 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 Junior Lien Pledged Revenues and /or Net 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 ". SECTION 10: Pledge of Junior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien Pledged Revenues granted by the City under subsection (A) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at anytime while the Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11: Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience 77800783.4 -26- 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, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Junior 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 Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of the Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds and the Junior 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 77800783.4 -27- 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 Priority Bonds and any Additional Priority Bonds 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 Bonds and any Additional Junior 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 the Previously Issued Inferior Lien Obligations and any Additional 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; provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds. SECTION 13: Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System Junior Lien Revenue 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 Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchaser. As described further in Section 15 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. 77800783.4 -28- The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. SECTION 14: Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to % of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any Rating Agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the 77800783.4 -29- Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $ . This amount shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1 /60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1 /60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1 /60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1 /60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then - applicable State law. 77800783.4 -30- 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), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then - applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least % of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any Fiscal Year are less than % of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues in each of two consecutive Fiscal Years have been equal to not less than % of the Average Annual Debt Service Requirements. SECTION 15: Deficiencies - Excess Junior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations and the 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, the Authorized Officials 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, or any other law, and secured (to the extent not insured by the Federal 77800783.4 -31- 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: Application of the Covenants and Agreements of the Priority Bonds. 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 administering 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 City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, 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 the Priority Bonds now or hereafter Outstanding. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations or Additional Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then - Outstanding Priority Bonds, as appropriate. SECTION 19: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations and Additional Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding. 77800783.4 -32- B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) this Section and Section 20 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.10 times the Average Annual Debt Service Requirements for all then - Outstanding Priority Bonds or Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of 77800783.4 -33- 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 Junior Lien Obligations is adopted are at least equal to 1.10 times the Average Annual Debt Service Requirements for all then - Outstanding Priority Bonds and Junior Lien Obligations (other than any Priority Bonds or Junior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from the Engineer of Record a comprehensive engineering report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of the Engineer of Record 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 1.10 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or incurred and all Additional Junior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section 77800783.4 -34- but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the Forecast) of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) the Engineer of Record reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i) above, the Engineer of Record may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Junior Lien Obligations for Capital Additions, the certification of the City Manager and the Engineer of Record, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by 77800783.4 -35- 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. C. The City may issue Additional 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 Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently Outstanding Priority Bonds, this Ordinance, and, to the extent applicable, the Federal Contract. SECTION 20: Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment); provided that, if after giving effect to any such partial refunding the average annual Debt Service Requirements for all Priority Bonds and Junior Lien Obligations will be reduced after giving effect to the then - anticipated refunding, then the test set forth in Subsection 2 of Section 19 shall be applied by substituting "1.00" for "1.10 ". SECTION 21: Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22: Maintenance of System — Insurance. The City covenants, agrees, and affirms its covenants made in the ordinances or resolutions authorizing the issuance of the currently Outstanding Priority Bonds that, for so long as such obligations remain Outstanding, it will maintain and operate the System with all possible efficiency and maintain casualty and other 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 (which may include an adequate program of self insurance); and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State 77800783.4 -36- of Texas. All money received from losses under such insurance policies, other than public liability policies, shall be retained for the benefit of the holders of its Outstanding evidences of indebtedness, 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 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 23: Records and Accounts — Annual Audit. The City covenants, agrees, and affirms its covenants that so long as any of the Bonds 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 to the System, and that the Holders of the Bonds or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that following (and in no event later than 180 days after) 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 Operating Expenses. SECTION 24: Limited Obligations of the City. The Bonds are limited, special obligations of the City payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a junior and inferior lien on and pledge of Net Revenues, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Bonds from any funds raised or to be raised through taxation by the City. SECTION 25: 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 26: 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 77800783.4 -37- 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 27: 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 28: 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 29: Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 30: 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 (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 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. 77800783.4 -38- 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 31: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to , Texas, 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 June 26, 2012 (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 Bonds shall be registered in the name of , Texas. Any Authorized Representative 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 Purchaser 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 Purchaser in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchaser is hereby authorized to use and distribute the final Official Statement, dated , 2012, 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 Purchaser, 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 Purchaser. 77800783.4 -39- SECTION 32: Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust Agreement dated as of June 26, 2012 (the Agreement) by and between the City and , 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 the Mayor and City Secretary 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 Mayor and City Secretary, 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 JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 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 33: Proceeds of Sale; Contribution from the City. Immediately following the delivery of the Bonds, certain proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the Mayor. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. Proceeds from the sale of the Bonds shall be applied as follows: A. Accrued interest, if any, received from the Purchasers shall be deposited into the Bond Fund. B. $ shall be deposited to the Escrow Fund. C. The balance of the proceeds derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into a construction fund created for the projects to be constructed with the proceeds of the Bonds. This construction fund 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 77800783.4 -40- required by any other applicable law. Thereafter, such amount shall be deposited into the Bond Fund and expended in accordance with Section 13. SECTION 34: 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 that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the applicable redemption dates set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such dates shall be irrevocable upon the delivery of the Bonds. A copy of each notice of redemption pertaining to the applicable series of Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent is authorized and instructed to provide notices of these redemptions to the holders of the Refunded Obligations in the form and manner described in the applicable ordinance authorizing the issuance of the Refunded Obligations. SECTION 35: Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148 -1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148 -1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148 -1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of 77800783.4 -41- (a) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (b) the Bonds has 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 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 as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would 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 77800783.4 -42- 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 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 (i) in the case of a Final Computation Date as defined in Section 1.148- 77800783.4 -43- 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 Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 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 certain 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 these Refunded Obligations. L. Qualified Advance Refunding. The Bonds are issued, in part, to refund certain of the Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption of these Refunded Obligations. The City represents as follows: (1) The Bonds are the "first advance refunding" of any original bonds issued after 1985 and are the "first or second advance refunding" of any original bonds issued before 1986, both within the meaning of section 149(d)(3) of the Code. 77800783.4 -44- (2) The advance refunded Refunded Obligations are being called for redemption, and will be redeemed: (i) in the case of Refunded Obligations issued after 1985, not later than the earliest date on which such bonds may be redeemed and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds; and (ii) in the case of Refunded Obligations issued before 1986, not later than the earliest date on which such issue may be redeemed at par or at a premium of three percent or less and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds. (3) The initial temporary period under section 148(c) of the Code will end: (i) with respect to the proceeds of the Bonds used to refund the advance refunded Refunded Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the advance refunded Refunded Obligations on the Closing Date if not ended prior thereto. (4) On and after the date of issue of the Bonds, no proceeds of the advance refunded Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such advance refunded Refunded Obligations. (5) The Bonds are being issued for the purposes stated in the preamble of this Ordinance. There is a present value savings associated with the refunding. In the issuance of the Bonds the City has: (i) neither issued more bonds, nor issued bonds earlier, and will not allow bonds to remain Outstanding longer, than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) not employed an "abusive arbitrage device" within the meaning of Section 1.148 -10(a) of the Regulations; and (iii) not employed a "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. M. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 36: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official or any combination of them are 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 77800783.4 -45- and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the Purchasers. SECTION 37: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, 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 for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, 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. 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 35 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that 77800783.4 -46- right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 38: 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 39: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski L.L.P., 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 40: 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 41: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 42: 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 77800783.4 -47- 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 43: 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 44: 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 45: 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 46: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 47: 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 48: 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 49: Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http: / /www.emma.msrb.org. 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. 77800783.4 -48- 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 2012, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 31 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such 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 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) (8) (9) Modifications to rights of Holders of the Bonds, if material; Bond calls, if material, and tender offers; Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; 77800783.4 -49- (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; and (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material. For these purposes, 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. 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 77800783.4 -50- TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so 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. 77800783.4 -51- 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. SECTION 50: Book -Entry Only System. The Bonds are initially 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(s) 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 G (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond 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 77800783.4 -52- with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 51: 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 (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 52: 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 53: 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 54: 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. 77800783.4 -53- SECTION 55: 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 56: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. 77800783.4 [The remainder of this page intentionally left blank.] -54- PASSED AND ADOPTED on the 26th day of June 2012. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) SCHEDULE SCHEDULE EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F — EXHIBIT G I — Schedule of Refunded Obligations II — Approval Certificate — Paying Agent/Registrar Agreement — Purchase Contract — Escrow and Trust Agreement — Notices of Redemption — Description of Annual Financial Information Reimbursement Agreement — DTC Letter of Representations 77800783.4 S -1 77800783.4 SCHEDULE I SCHEDULE OF REFUNDED OBLIGATIONS Schedule I -1 77800783.4 SCHEDULE II APPROVAL CERTIFICATE Schedule II -1 77800783.4 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. A -1 77800783.4 EXHIBIT B PURCHASE CONTRACT See Tab No. B -1 77800783.4 EXHIBIT C ESCROW AND TRUST AGREEMENT See Tab No. C -1 77800783.4 EXHIBIT D NOTICES OF REDEMPTION See Tab No. D -1 EXHIBIT E DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 49 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 for each Year ending in and after 2012 are as specified (and included in the Appendix of the Application referred to below): 1. The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded fiscal year. 2. Tables 1 through contained in the Official Statement; and the Audited Financial Statement of the City, as set forth in Appendix B to 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. 77800783.4 E -1 77800783.4 EXHIBIT F REIMBURSEMENT AGREEMENT N/A F -1 77800783.4 EXHIBIT G DTC LETTER OF REPRESENTATIONS N/A G -1 AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: 7/17/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 m ikeb(a cctexas. com Daniel Biles, P.E., Director of Engineering Services (361) 826 -3729 danb(c�cctexas.com, Purchase of Traffic Signals and Equipment CAPTION: Motion approving the purchase of traffic signals and equipment from Siemens Industry, Inc., Austin, Texas in accordance with Bid Invitation No. BI- 0155 -12 based on lowest responsible bid for a total amount of $55,750. Funds have been budgeted by Traffic Engineering in FY 2011 -2012. BACKGROUND AND FINDINGS: The traffic signal equipment will be used by Traffic Engineering to monitor and control traffic signals at signalized intersections. The equipment will be used as needed throughout the City for backup, replacement or upgrades for existing equipment that is at the end of its life cycle. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to all City purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON - EMERGENCY: Not applicable. DEPARTMENTAL CLEARANCES: Engineering FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $269,979.00 $0.00 $269,979.00 Encumbered / Expended Amount $202,269.84 $0.00 $202,269.84 This item $55,750.00 $0.00 $55,750.00 BALANCE $11,959.16 $0.00 $11,959.16 Fund(s): General Fund No. 1020. Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Approvals: Veronica Ocanas, Assistant City Attorney Daniel Biles, P.E., Director of Engineering Services Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager CITY OF CORPUS CHRISTI TRAFFIC SIGNALS AND EQUIPMENT BUYER: GABRIEL MALDONADO DATE: JULY 17, 2012 BID TABULATION PURCHASING DIVISION BI- 0155 -12 Siemens ITS Austin, Texas Paradigm Traffic Systems Arlington, Texas ITEM DESCRIPTION QTY UNIT EXTENDED UNIT PRICE PRICE EXTENDED UNIT PRICE PRICE Siemens Eagle EPAC M -50 Traffic Controller with Data Port & Multimode Fiber ModulesS -2 Type 2, w /Ethernet Port & Multimode Fiber Module in accordance with Spec. No. 1227. 2. NEMA TS -2 Traffic Controller Cabinet in accordance with Specification No. 1250. 5 5 Each $1,850.00 $9,250.00 NO BID Each $9,300.00 $46,500.00 $11,392.00 $56,960.00 TOTAL AMOUNT: $55,750.00 AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: 7/17/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services m ikebcctexas. com 361- 826 -3169 Michael Morris, Director of Park and Recreation michaelmocctexas.com 361- 826 -3464 Food Items for Senior Community Services (CBCOG -12 -3) CAPTION: Motion approving supply agreements with the following companies for the following amounts in accordance with the Coastal Bend Council of Governments Bid Invitation No. CBCOG -12 -3 for food items which include canned and frozen fruit and vegetables; meats and condiments, for an estimated six month expenditure of $194,522.94 of which $32,420.49 is required for the remainder of FY 2011- 2012. The terms of the contracts shall be for six months with options to extend for up to three additional months, subject to the approval of the Coastal Bend Council of Governments, the suppliers, and the City Manager or designee. Funds are available through the Meals on Wheels Grant. LaBatt Food Service Corpus Christi, Texas 162 Line Items $91,102.80 Performance Food Group Victoria, Texas 99 Line Items $103,420.14 Grand Total: $194,522.94 BACKGROUND AND FINDINGS: Each year the City receives funds from State and Federal grants. Several grants are structured to support the elderly in the community. These food items will be used by Senior Community Services for the Elderly Nutrition Program. The food is prepared at the Senior Community Service Kitchen and served at the Senior Citizen Centers and also delivered to households throughout the City. Approximately 125,932 meals will be prepared and served over the six month contract period. This award is a cooperative effort between the City of Corpus Christi and the following members of the Coastal Bend Council of Governments; Community Action Corporation of South Texas, Nueces County Senior Community Services, Refugio County Elderly Services, City of Corpus Christi, Bee Community Action Agency, Aransas Council of Aging, Kleberg County Human Services, Duval County Elderly Program, and Live Oak County Elderly Program. ALTERNATIVES: The bids submitted by LaBatt Food Service and Performance Food Group meet all of the City's bid requirements. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This supply agreement conforms to City purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON- EMERGENCY: Not applicable. DEPARTMENTAL CLEARANCES: Park and Recreation FINANCIAL IMPACT: Operating Expense Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $0.00 $361,549.00 $162,102.45 $523,651.45 Encumbered / Expended Amount $0.00 $232,423.24 $0.00 $232,423.24 This item $0.00 $32,420.49 $162,102.45 $194,522.94 BALANCE $0.00 $96,705.27 $0.00 $96,705.27 Fund(s): Parks and Recreation Grants Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Award Summary attached Approvals: Veronica Ocanas, Assistant City Attorney Michael Morris, Director of Park and Recreation Constance P. Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager COUNCIL OF GOVERNMENTS - STAPLES, MEAT & OTHER FROZEN FOODS SENIOR COMMUNITY SERVICES COUNCIL DATE: JULY 17, 2012 Award Summary: CBCOG -12 -3 LABATT FOOD SERVICE Corpus Christi, Texas One hundered and sixty -two (162) line items consisting of canned fruit, dried fruit, canned vegetables, canned meat, condiments, dressing, juices oil & shortening, relishes, soup & bases, spices, starches and pasta, sugar & products, miscellaneous, beef, poultry, frozen vegetables, breads, dairy, Performance Food Group Victoria, Texas Ninety -nine (99) line items consisting of canned fruit, canned vegetables dried vegetables, canned meat, condiments, dressing, relishes, soup & bases, spices, starches and pasta, sugar & products, miscellaneous, beef, pork, poultry, prepared products, frozen vegetables, breads, dairy $91,102.80 $103,420.14 Grand Total: $194,522.94 AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: 7/17/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 m ikeb(a�cctexas. com Foster Crowell, Director of Wastewater Operations (361) 857 -1801 fosterc@cctexas.com Vacuum Truck for Wastewater Department CAPTION: Motion approving the purchase of one (1) vacuum truck from Houston Freightliner, Inc., Houston, Texas for a total amount of $303,976.14. The award is based on the cooperative purchasing agreement with the Houston - Galveston Area Council of Governments (H -GAC). The unit is a replacement to the fleet and will be used by the Wastewater Department. Funding is available in the FY 2011 -2012 Capital Outlay Budget of the Wastewater System Fund. BACKGROUND AND FINDINGS: The vacuum truck will be used by the Wastewater Department to clean and maintain 1,250 miles of wastewater collection main lines, 6" and larger in diameter. The vacuum truck will be delivered to the City in the summer of 2012. Local manufacturers' dealers — Corpus Christi Freightliner and Waukesha- Pearce Industries, Inc. will provide warranty support service. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The replacement unit has been in service more than eight years. CONFORMITY TO CITY POLICY: This purchase conforms to all City purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Not applicable. DEPARTMENTAL CLEARANCES: Wastewater Department FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $304,576.14 0.00 $304,576.14 Encumbered / Expended Amount $0.00 0.00 0.00 This item $303,976.14 0.00 $303,976.14 BALANCE $600.00 0.00 $600.00 Fund(s): Wastewater System Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet attached. Approvals: Veronica Ocanas, Assistant City Attorney Foster Crowell, Director of Wastewater Operations Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER - GABRIEL MALDONADO COUNCIL DATE: July 17, 2012 ITEM DESCRIPTION QTY. PRICE SHEET VACUUM TRUCK HGAC CONTRACT: HT11 -09 & SC01 -10 UNIT Houston Freightliner Houston, Texas Unit Price 1. Freightliner 114SD Cab and Chassis with VAC -ALL AJV 1215 Sewer Cleaning Vacuum Body. Wastewater Department 1 Each $303,976.14 Extended Price $303,976.14 Award Total $303,976.14 AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: 7/17/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 mikeb(a�cctexas.com Debbie Marroquin, Director of Gas Operations (361) 853 -0377 debbiem (ccctexas. com CNG Conversion and Up- Fitting CAPTION: Motion approving a supply agreement with Natural Gas Vehicles Texas, Inc., Dallas, Texas for the conversion and up- fitting of ten (10) vehicles from gasoline fuel to compressed natural gas (CNG) in accordance with Bid Invitation No. BI- 0163 -12 based on lowest responsible bid for an estimated annual expenditure of $98,600. The term of the agreement will be for twelve months with options to extend for up to two additional twelve -month periods, subject to the approval of the supplier and the City Manager, or designee. Funds are available in the Gas Grant Fund No. 1053, Gas Fund, Maintenance Service Reserve for Fleet Replacement Fund and Storm Water Fund. BACKGROUND AND FINDINGS: The City of Corpus Christi has received a grant for the conversion and up- fitting of vehicles from gasoline fuel to CNG. Five F150 work trucks, four cargo vans and one F350 service truck will be converted under this contract. Approximately 50% ($5,000) of the cost to covert each vehicle will be funded by a grant. The remainder ($4,860) will be funded by the City. The payback to recoup the City's cost of each CNG conversion is achieved in year 2 of service. The Tire Depot, a local facility in Corpus Christi, will handle all CNG up- fitting and related repairs for Natural Gas Vehicles Texas, Inc. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to City purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Not applicable. DEPARTMENTAL CLEARANCES: Gas Department, Maintenance Services, Wastewater and Storm Water FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $495,169.43 $0.00 $495,169.43 Encumbered / Expended Amount $106,229.70 $0.00 $106,229.70 This item $98,600.00 $0.00 $98,600.00 BALANCE $290,339.73 $0.00 $290,339.73 Fund(s): Gas Grant Fund No. 1053, Gas Fund No. 4130, Maintenance Service Reserve for Fleet Replacement Fund No. 5110 and Storm Water Fund No. 4300 Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Approvals: Veronica Ocanas, Assistant City Attorney Debbie Marroquin, Director of Gas Operations Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager CITY OF CORPUS CHRISTI PURCHASING DIVISION BID TABULATION BUYER: GABRIEL MALDONADO COUNCIL DATE: JULY 17, 2012 BID INVITATION NO: BI- 0163 -12 CNG VEHICLE UP- FITTING TOTAL: $98,600.00 $124,188.00 $65,200.00 Incomplete Bid Natural Gas Vehicles Texas Inc Dallas, Texas CNG -NGV Solutions INC Houston, Texas Cleanfuel Conversions Austin, Texas Item Description Qty. Unit Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 2 3 Ford F -150 Pickup 2011 - 5.0 Liter Engine - Storm Water & Wastewater Department Ford E -250 Cargo Van 2012 - 5.4 Liter Engine - Wastewater Department Ford F -350 Crew Cab, Service Body w/ Canopy Top 2012 - 6.2 Liter Engine - Gas Department 5 4 1 each each each $9,860.00 9,860.00 9,860.00 $49,300.00 $39,440.00 $9,860.00 $11,298.00 13,850.00 12,298.00 $56,490.00 $55,400.00 $12,298.00 10,800.00 11,200.00 $54,000.00 NO BID $11,200.00 TOTAL: $98,600.00 $124,188.00 $65,200.00 Incomplete Bid AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: 7/17/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 m ikeb(a�cctexas. com Michael Morris, Director of Parks and Recreation (361) 826 -3464 m i ch ae l m o (a� cctexa s. co m Portable Chemical Toilets CAPTION: Motion approving a service agreement with Skid -O -Kan Company, Corpus Christi, Texas for portable chemical toilets in accordance with Bid Invitation No. BI- 0148 -12, based on lowest responsible bid, for a total estimated annual expenditure of $61,411.50 of which $5,117.63 is required for the remainder of FY 2011 -2012. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve -month periods, subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the using Departments in FY 2011- 2012. BACKGROUND AND FINDINGS: This service agreement will be utilized by the Gas, Parks & Recreation, Police, Water, Street and Solid Waste Departments to provide portable chemical toilet service at the beach, construction sites, special event locations, and other areas where toilets are not available. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non - emergency. DEPARTMENTAL CLEARANCES: Gas, Parks & Recreation, Police, Water, Street, and Solid Waste Departments FINANCIAL IMPACT: Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $392,024.96 $56,293.87 $448,318.83 Encumbered / Expended Amount $386,907.33 0 $386,907.33 This item $5,117.63 $56,293.87 $61,411.50 BALANCE 0 0 Fund(s): General Fund, Water Fund, Gas Fund RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Approvals: Veronica Ocanas, Assistant City Attorney Michael Morris, Director of Parks and Recreation Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN BID TABULATION BID INVITATION NO. BI- 0148 -12 PORTABLE CHEMICAL TOILET SERVICE ITEM DESCRIPTION QTY UNIT SKID -O -KAN CO. CORPUS CHRISTI, TX TEXAS THRONE, LLC (3) PORTLAND, TX UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE Group I - City Service (1) $24,000.00 $24,000.00 1.1 Portable Toilet 18 Monthly Rate $94.50 $1,701.00 $100.00 $1,800.00 1.2 Portable Toilet 3 Weekly Rate 62.50 187.50 40.00 120.00 1.3 Portable Toilet 2 Daily Rate 60.00 120.00 30.00 60.00 Weekend/ Special Event 1.4 Portable Toilet 10 Rate 60.00 600.00 60.00 600.00 2.1 Wheelchair Accessible Toilet 1 Monthly Rate 140.00 140.00 115.00 115.00 2.2 Wheelchair Accessible Toilet 1 Weekly Rate 85.00 85.00 55.00 55.00 2.3 Wheelchair Accessible Toilet 1 Daily Rate 65.00 65.00 35.00 35.00 Weekend/ Special Event 2.4 Wheelchair Accessible Toilet 3 Rate 115.00 345.00 75.00 225.00 Group II - Beach Service (2) Service Cost per Portable 3.1 Toilet 3054 Service Trip 12.25 37,411.50 Portable Toilet Serviced (3) 3.1 Once/Week 96 Monthly Rate 105.00 10,080.00 Portable Toilet Serviced (3) 3.1 Twice/Week 248 Monthly Rate 125.00 31,000.00 Portable Toilet Serviced Six (3) 3.1 Times/Week 20 Monthly Rate 215.00 4,300.00 TOTAL: $61,411.50 (3) $69,380.00 (1) The City estimates it will spend approximately $24,000 annually for Group I service. These units are ordered as needed and are routinely used at construction sites and /or during holiday events s The quantities shown are used for evaluation purposes only. The actual quantities needed are dependent on the number of jobs /holiday events scheduled throughout the y (2) Group I I units are serviced one, two, or six days per week depending on the location of the unit and the time o During the spring and summer months, units are serviced more frequently due to the higher utilization rate. (3) Vendor submitted alternate bid: Monthly rental rates including service were provided instead of service cost pE toilet as requested. PORTABLE CHEMICAL TOILET SERVICE AGREEMENT Service Agreement No. THIS Portable Chemical Toilet Service Agreement (this "Agreement ") is entered into by and between Skid -O -Kan Company (the "Contractor ") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly authorized City Manager or designee ( "City Manager'), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Portable Chemical Toilet Service in response to Bid Invitation No. BI- 0148 -12 (which includes Additional Instructions To Bidders On Portable Chemical Toilet Service) which is incorporated and attached as Exhibit A; WHEREAS the City has determined Contractor to be the lowest responsible bidder; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Portable Chemical Toilet Service in accordance with Bid Invitation No. BI- 0148 -12 (which includes Additional Instructions To Bidders On Portable Chemical Toilet Service). 2. Term. This Agreement is for twelve (12) months from notification by the City to the contractor to commence. The term includes an option to extend for up to two (2) additional twelve -month periods subject to the approval of the Contractor and the City Manager, or designee. 3. 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. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, which are: Gas Department 885 -6929 Assistant Director (David Flores) Parks & Recreation 826 -1930 Park Supervisor (Ray Curran) Police 886 -2616 Maintenance & Operations Manager (Aaron Rios) Solid Waste 537 -0953 Brush Superintendent (Tony Benavidez) Wastewater 857 -1803 Administrative Manager (Margaret Castaneda) Water 826 -1861 Work Coordinator (Israel Perez) Street 826 -1942 Sr. Management Assistant (Vickee Soliz) Parks & Recreation 815 -3217 Beach Operations Supervisor (Todd Jensen) 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages and the performance bond to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty (30) days' notice, by certified mail, of 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages and the performance bond to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty (30) days' notice, by certified mail, of cancellation, material change in the coverages 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 15 days of the City Manager's written request. 6. Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on July 31s`), is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or Bid Invitation No. BI- 0148 -12 (which includes Additional Instructions To Bidders On Portable Chemical Toilet Service), or the Contractor's bid offer to Bid Invitation No. BI- 0148 -12 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Bid Invitation No. BI- 0148 -12 (which includes Additional Instructions To Bidders On Portable Chemical Toilet Service). Failure to keep all insurance policies and performance bonds in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty -four (24) hours' written notice to the Contractor for failure to'pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand - delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Gerald Goodwin, Buyer P.O. Box 9277 Corpus Christi, Texas 78469 -9277 IF TO CONTRACTOR: Contractor Contact Address: City, State, Skid -O -Kan Company Thomas Davis Jr. P.O. Box 1126 Corpus Christi Tx 78403- 17. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods /services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month -to -month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18, Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or 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 thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL 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 ANY NATURE ON ACCOUNT. OF DEATH, PERSONAL INJURIES, PROPERTY LOSS. OR DAMAGE OR ANY OTHER KIND OF 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 THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT. OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER.PERSON OR GROUP. 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 REASONABLY SATISFACTORY TO . INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF. SAID LIABILITY, DAMAGE, LOSS, • CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION • OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. SIGNED this 16th day of April , 2012 Contractor Skid -O -Kan Company Thomas Davis Jr. Title: Vice - President CITY OF CORPUS CHRISTI ( "CITY") Michael Barrera Date Assistant Director of Financial Services APPROVED THIS DAY OF , 20� Incorporated by Reference: Exhibit A: Bid Invitation No. BI- 0148 -12 and Attachment I — Service Agreement Exhibit B: Bidder's Bid AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: 7/17/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 m ikeb(a7cctexas. com Lawrence Mikolajczyk, Director of Solid Waste Operations (361) 826 -1972 lawm(a�cctexas.com Dumpster Route Collection CAPTION: Motion approving a service agreement with CC Disposal Service, Corpus Christi, Texas for dumpster route collection in accordance with Bid Invitation No. BI- 0161 -12, based on lowest responsible bid, for a total estimated annual expenditure of $89,088.00 of which $7,424.00 is required for the remainder of FY 2011 -2012. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve -month periods, subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the using Departments in FY 2011- 2012. BACKGROUND AND FINDINGS: The service agreement for dumpster route collection will consist of providing and servicing thirty -three (33) containers, ranging in size from two (2) to eight (8) cubic yards. The scheduled service frequency of the containers ranges from one (1) to six (6) times per week, depending upon the amount of refuse generated at each City facility. Solid Waste Operations does not provide this type of service due to the lack of necessary equipment. This contract will be administered by Solid Waste Operations. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non - emergency. DEPARTMENTAL CLEARANCES: Police, Street, Health, Library, Museum, Water, Wastewater, Gas, Airport, Marina, Finance, General Services, Parks & Recreation. FINANCIAL IMPACT: Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,211,682.33 $81,664.00 $1,293,346.33 Encumbered / Expended Amount $1,002,448.41 0 $1,002,448.41 This item $7,424.00 $81,664.00 $89,088.00 BALANCE $201,809.92 $201,809.92 Fund(s): General Fund, Airport Fund, Stores Fund, Water Fund, Marina Fund, Gas Fund, Wastewater System Fund, Maintenance Service Fund, and Parks and Recreation Grants. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Approvals: Veronica Ocanas, Assistant City Attorney Lawrence Mikolajczyk, Director of Solid Waste Operations Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN BID INVITATION NO. BI- 0161 -12 DUMPSTER ROUTE COLLECTION SERVICE BID TABULATION ITEM DESCRIPTION QTY. CC DISPOSAL CORPUS CHRISTI, UNIT PRICE SERVICE TEXAS TOTAL MONTHS ANNUAL COST 1.0 2 CU. YD. CONTAINERS: 1.1 Serviced once per week 0 $60.00 $0.00 12 $0.00 1.2 Serviced twice per week 4 90.00 360.00 12 4,320.00 1.3 Serviced three times per week 0 120.00 0.00 12 0.00 1.4 Non - scheduled service per container 50.00 2.0 4 CU. YD. CONTAINERS: 2.1 Serviced once per week 5 85.00 425.00 12 5,100.00 2.2 Serviced twice per week 7 150.00 1,050.00 12 12,600.00 2.3 Serviced three times per week 1 230.50 230.50 12 2,766.00 2.4 Non - scheduled service per container 60.00 3.0 4 CU. YD. LOCKABLE CONTAINERS: 3.1 Serviced once per week 0 85.00 0.00 12 0.00 3.2 Serviced twice per week 0 150.00 0.00 12 0.00 3.3 Serviced three times per week 2 230.50 461.00 12 5,532.00 3.4 Non - scheduled service per container 60.00 4.0 6 CU. YD. CONTAINERS: 4.1 Serviced once per week 0 115.00 0.00 12 0.00 4.2 Serviced twice per week 3 215.00 645.00 12 7,740.00 4.3 Serviced three times per week 3 308.25 924.75 12 11,097.00 4.4 Serviced five times per week 2 513.75 1,027.50 12 12,330.00 4.5 Non - scheduled service per container 80.00 5.0 6 CU. YD. LOCKABLE CONTAINERS: 5.1 Serviced once per week 0 115.00 0.00 12 0.00 5.2 Serviced twice per week 0 215.00 0.00 12 0.00 5.3 Serviced three times per week 1 308.25 308.25 12 3,699.00 5.4 Serviced five times per week 0 513.75 0.00 12 0.00 5.5 Non - scheduled service per container 80.00 6.0 8 CU. YD. CONTAINERS: 6.1 Serviced once per week 0 140.00 0.00 12 0.00 6.2 Serviced twice per week 3 274.00 822.00 12 9,864.00 6.3 Serviced three times per week 1 395.00 395.00 12 4,740.00 6.4 Serviced five times per week 0 631.00 0.00 12 0.00 6.5 Serviced six times per week 1 775.00 775.00 12 9,300.00 6.6 Non - scheduled service per container 80.00 TOTAL: 33 REPUBLIC SERVICES CORPUS CHRISTI, TEXAS UNIT PRICE TOTAL MONTHS ANNUAL COST $37.15 74.30 111.45 50.00 74.30 148.60 222.90 60.00 74.30 148.60 222.90 60.00 111.45 222.90 334.37 557.27 70.00 111.45 222.90 334.37 557.27 70.00 148.60 297.21 445.82 743.03 891.63 80.00 $0.00 297.20 0.00 371.50 1,040.20 222.90 0.00 0.00 445.80 0.00 668.70 1,003.11 1,114.54 0.00 0.00 334.37 0.00 0.00 891.63 445.82 0.00 891.63 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 $0.00 3,566.40 0.00 4,458.00 12, 482.40 2,674.80 0.00 0.00 5,349.60 0.00 8,024.40 12, 037.32 13, 374.48 0.00 0.00 4,012.44 0.00 0.00 10, 699.56 5,349.84 0.00 10, 699.56 TOTAL: $89,088.00 TOTAL: $92,728.80 DUMPSTER ROUTE COLLECTION SERVICE AGREEMENT Service Agreement No. THIS Dumpster Route Collection Service Agreement (this "Agreement ") is entered into by and between CC Disposal Service (the "Contractor ") and .the City of Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly authorized City Manager or designee ( "City Manager"), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Dumpster Route Collection Service in response to Bid Invitation No. BI- 0161 -12 (which includes Specification No. 1169, dated 03/26/08) which is incorporated and attached as Exhibit A; WHEREAS the City has determined Contractor to be the lowest responsible bidder; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Dumpster Route Collection Service in accordance with Bid Invitation No. BI- 0161 -12 (which includes Specification No. 1169, dated 03/26/08). 2. Term. This Agreement is for twelve (12) months from notification by the City to the contractor to commence. The term includes an option to extend for up to two (2) additional twelve -month periods subject to the approval of the Contractor and the City Manager, or designee. 3. 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. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Ad ministrator, who is the Director of Solid Waste Operations. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages and the performance bond to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty (30) days' notice, by certified mail, of cancellation, material change in the coverages 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 15 days of the City Manager's written request. 6. Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on July 31st), is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or Bid Invitation No. BI- 0161 -12 (which includes Specification No. 1169, dated 03/26/08), or the Contractor's bid offer to Bid Invitation No. BI- 0161 -12 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Bid Invitation No. BI- 0161 -12 (which includes Specification No. 1169, dated 03/26/08). Failure to keep all insurance policies and performance bonds in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty -four (24) hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand - delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Lawrence Mikolaj ciyk Director, Solid Waste Operations P.O. Box 9277 Corpus Christi, Texas 78469 -9277 Fax No.: 361 -826 -1972 IF TO CONTRACTOR: Contractor Contact Address: City, State, CC DISPOSAL SERVICE Bill Killian PO BOX 260430 Corpus Christi TX 78410 17. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods /services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month -to -month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or 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 thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ( "INDEM NITEES ") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WIIICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE. OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. 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 REASONABLY SATISFACTORY TO INDEMNITEES AND . PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. SIGNED this ill day of ,,o/ Contractor CC DISPOSAL SERVICE CITY OF CORPUS CHRISTI ( "CITY ") Bill Killian Title: GM Michael Barrera Date Assistant Director of Financial Services APPROVED THIS DAY OF , 20_. Incorporated by Reference: Exhibit A: Bid Invitation No. BI- 0161 -12, which includes Specification No. 1169 dated 3/26/08. Exhibit B: Bidder's Bid AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: 6/22/2012 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director of Parks and Recreation MichaelMo@cctexas.com; 361- 826 -3464 Foster Crowell, Director of Wastewater FosterC(ccctexas.com; 361- 857 -1801 Lease renewal for Tejas Bowmen Archery Club for property off of McKinzie Rd. and Allison Dr. CAPTION: Ordinance authorizing the City Manager, or designee, to execute a five -year lease agreement with Tejas Bowmen Archery Club for the use of City property near Allison Wastewater Treatment Plant off of McKenzie Road, to maintain and operate an archery range; and declaration of emergency. BACKGROUND AND FINDINGS: The Tejas Bowmen Archery Club (Club) has been leasing two tracts of City property off of McKinzie Rd. and Allison Dr. for over 30 years. The Club is a registered 501 c -3 organization and has remained in compliance with the lease throughout its tenancy. The Club is responsible for all maintenance and archery range operations. There is no lease payment for the use of the property. ALTERNATIVES: Do not approve the lease agreement and request the Club vacate the premises. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: City Council must authorize the City Manager or his designee to execute the necessary documents to allow for a five -year lease agreement. EMERGENCY / NON - EMERGENCY: Emergency DEPARTMENTAL CLEARANCES: Legal, Wastewater FINANCIAL IMPACT: Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0.00 Encumbered / Expended Amount This item 0.00 BALANCE 0.00 Fund(s): Comments: This item will not have any impact on the operating budget. RECOMMENDATION: Staff recommends approval of lease agreement. LIST OF SUPPORTING DOCUMENTS: Ordinance, Lease Ordinance authorizing the City Manager, or designee, to execute a five -year lease agreement with Tejas Bowmen Archery Club for the use of City property near Allison Wastewater Treatment Plant off of McKenzie Road, to maintain and operate an archery range; and declaration of emergency. Be it ordained by the City Council of the City of Corpus Christi, Texas that SECTION 1. That the City Manager or his designee is authorized to execute a five -year lease agreement with Tejas Bowmen Archery Club for use of City property near Allison Wastewater Treatment Plant off of McKenzie Road, to maintain and operate an archery range. A copy of the lease is on file with the City Secretary. SECTION 2. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of , 2012. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor Corpus Christi, Texas Day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott Page 1 of 14 LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND TEJAS BOWMEN ARCHERY CLUB THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS COUNTY OF NUECES This lease ("Lease") is entered into by and between the City of Corpus Christi ("City"), a Texas home rule municipal corporation, acting through its duly authorized City Manager, or the City Manager's designee, and TEJAS BOWMEN ARCHERY CLUB ("Lessee"), a Texas nonprofit corporation, Corpus Christi, Texas, operating for the purpose of providing an archery range for persons interested in archery, acting through its duly authorized President, Robert A. Garcia. Section 1. Definitions. For the purposes of this Lease: Improvements means buildings and other structures located on the Premises. Premises means two tracts or parcels of land designated as Tracts "A' and "B", as shown on the attached drawing, Exhibit A, together with all Improvements. Section 2. Purpose. The purpose of this Lease is to enable Lessee to operate a public archery range for persons interested in archery. Lessee may not operate the Leased Premises for any other purpose without the prior written approval of the Director of Parks and Recreation and Director of Wastewater operations. Section 3. Leased Premises. The Leased Premises are two tracts or parcels of land designated as Tracts "A" and "B", as shown on the drawing attached as Exhibit A, together with all Improvements. Section 4. Term. The City leases the Premises, AS IS, subject to all terms and conditions of this Lease, to the Lessee for a period of five (5) years subject, however, to the right of either party to cancel this Lease by giving thirty (30) days written notice at any time to the other party, unless sooner terminated. This Lease begins on the first day after final Council approval. Lessee may continue to occupy the Premises after the expiration of this Lease on a month-to-month tenancy if the Lessee continues to provide consideration in lieu of paying monthly rent as required by this lease, and upon the same terms and conditions as set out in this lease. The City Manager has the absolute right to terminate the month-to-month tenancy with or without cause upon thirty (30) days written notice to Lessee. Section 5. Surrender. Lessee shall surrender the Premises, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage or destruction where Lessee is without fault, excepted. Page 2 of 14 Section 6. Lease Consideration. For and in consideration of the rights and privileges granted In this lease, and in lieu of lease payments to the City, Lessee must construct, maintain, and operate a public archery range on the Premises, Further, Lessee must maintain the Premises by mowing, collecting litter, etc. as directed in writing by the Director. Section 7. Membership and User Requirements; Hours and Terms of Operation; Lessee Responsible for Activities. a. Board of Directors and List of activities. Lessee will provide City Director with a list of current Board of Directors. Lessee shall provide an updated list when any changes are made to the board members. Lessee will provide a Schedule of Activities, Hours and Terms of Operation, and Membership and User Fees. Lessee will provide an updated list when any changes are made. b. Lessee responsible for activities on Premises. Notwithstanding any right of City to inspect or approve any improvement or activity under this lease, Lessee covenants that it and its members are solely and exclusively responsible for all activities on the Premises and have control of the Premises; that the City has no responsibility for safety of, or any activity on, the Premises; and that Lessee shall not rely on any City inspection or action. Lessee is solely responsible for the safety of all activities on the Premises. Section 8. Alterations. Lessee may not make any alterations, additions, or improvements to, in, on, or about the Premises, without the prior written consent of the City Manager and Risk Manager. Lessee, if directed by the Director of Parks and Recreation, must construct and maintain screening or other safety barriers to ensure that arrows are confined to the premises. Any archery range construction must also be approved by the District Field Governor of the National Field Archery Association ("District Field Governor') prior to start of construction. a. Prior to making any alterations, additions, or improvements to, in, on, or about the Premises, Lessee must submit the plans and specifications for the alterations, additions, or improvements to the Wastewater Director, Park Director, and Engineering Services Director for review and written consent. b. If the Wastewater Director, Park Director, and Engineering Services Director (and the District Field Governor in the case of archery range construction) consent to, and the Risk Manager grants clearance for, the alterations, additions, or improvements, the Lessee shall obtain all required permits for the construction; and the construction is subject to inspection by the Wastewater Director, Park Director, Engineering Services Director, City's Building Official, (and the District Field Governor in the case of archery range construction), and their designated Page 3 of 14 representatives. c. All approved alterations, improvements, and additions made by the Lessee upon the Premises, although at Lessee's own expense, shall, if not removed by Lessee at any termination or cancellation of this Lease, become the property of the City in fee simple without any other action or process of law. Lessee agrees to be contractually and financially responsible for repairing any and all damage caused by the removal. If items are installed in a mariner that they become fixtures, the fixtures may not be removed by Lessee upon termination and become the property of the City. Section 9. Taxes, Assessments, Licenses, and Fees. Lessee must pay, in full prior to each respective due date, all taxes, assessments, licenses, and fees required by the Lessee's use of the Leased Premises Section 10. No Debts. Lessee may not incur any debts or obligations on the credit of the City during the term of this Lease, and including during any Holdover Period that may occur. Section 11. No Liens Lessee agrees not to permit any mechanic's lien, materialman's lien, tax lien, or any other lien to become attached to the Leased Premises, or any part or parcel of the Leased Premises, or the Improvements on the Leased Premises, because of any work or labor performed by any mechanic, materials furnished by any materialman, or any other reason. Section 12 Assignment and Subleasing. Lessee may not assign, sublease, or encumber this lease, without the prior written consent of the City Manager. Any assignment or sublease must be approved in advance in writing signed by the City Manager. Section 13. Signs; Warning Signs Posted. a. Lessee may not exhibit, inscribe, paint, erect, or affix any sign at, on, or about the Premises, or any part of this Lease, without the prior written approval of the Directors, b. The City may require Lessee to remove, repaint, or repair any Signs allowed. If Lessee does not remove, repaint, or repair the Signs within ten (10) days of the Director's written demand, the City may elect to terminate this Lease after ten (10) days written notice to Lessee, Alternatively, the City may do or cause the work to be done, and Lessee shall pay the City's costs within thirty (30) days of receipt of the Director's invoice. If payment is not timely made, the City may terminate this Lease upon ten (10) days written notice to Lessee. Page 4 of 14 c. Lessee must post the Premises with adequate signs to warn that it is an archery range and no trespassing is allowed. Section 14. Laws Affecting Operation of Premises and Performance. Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to Lessee's operation of the Premises and Lessee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 15. Nondiscrimination. Lessee covenants and agrees that Lessee will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Premises, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take the action as the United States may direct to enforce this covenant. Section 16. Maintenance. Lessee shall maintain the Leased Premises and all improvements in good and safe condition during the Lease term, Section 17. Furniture, Fixtures, and Equipment. a. It is understood that Lessee is responsible for furnishing and equipping the Premises and that the City has no obligation to furnish any equipment or furnishings for Lessee. b. All personal property and trade fixtures furnished by or on behalf of Lessee remain the property of the Lessee, unless the personal property and trade fixtures are specifically donated to the City during the term of this Lease or any Holdover Period. c. The City Director of Parks and Recreation retains the right to approve all furnishings and fixtures that may be installed in the Premises, during the term of this Lease and any Holdover Period, prior to installation. ' Section 18. Utilities. Lessee must pay for all utilities used by it on the Premises or used by any other activities sponsored by the Lessee on the Premises. Section 19. City's Right of inspection. Any officer or authorized employee of the City may enter upon the Premises, at all reasonable times and without notice, to determine whether Lessee is providing maintenance in accordance with this Lease Section 20. Directors' Right to Access Premises in Emergency. a. Lessee shall provide Director of Parks and Recration and Director of Wastewater with keys to the Premises, and a current list of names and phone Page 5 of 14 numbers, for use by each Director, in the event of an emergency. b. Each Director has the right to enter the premises during the regular hours of operation or at anytime in an emergency. Section 21. City Use, The City retains the right to use or cross the Premises with utility lines and easements. City may exercise these rights without compensation to Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Section 22. Indemnity. In consideration of allowing Lessee to use the Premises, Lessee ("Indemnitor") covenants to fully indemnify, save and hold harmless the City, its officers, agents, representatives, and employees (collectively, 'indemnitees") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on account of injury or damage to person Including, without limitation on the foregoing, premises defects, workers ' compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part: (1) Lessee's performance under this Lease; (2) Lessees use of the Premises and any and all activities associated with the Lessee's use of the Premises under this Lease; (3) the violation by Lessee, its officers, employees, agents, or representatives or by indemnitees, or any of them, of any law, rule, regulation, ordinance, or government order of any kind pertaining, directly or indirectly, to this Lease; (4) the exercise of rights under this Lease; or (5) an act or omission on the part of Lessee, its officers, employees, agents, or representatives or of indemnitees, or any of them, pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of indemnitees, or any of them, but not if caused by the sole negligence of indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys' fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered Incident Lessee covenants and agrees that, if City Is made a party to any litigation against Lessee or In any litigation commenced by any party, other than Lessee, relating to this Lease, Lessee shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend City in all actions relating to this Lease with legal counsel satisfactory to the City Attorney, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from the liability, injury, damage, loss, demand, claim, or action. Section 23. Insurance. Page 6 of 14 a. Lessee shall secure and maintain at Lessee's expense, during the term of this Lease, insurance of the type and with the amount of coverage shown on the attached Exhibit B, which is incorporated in this Lease by reference. Lessee shall use an insurance company or companies acceptable to the Risk Manager. Failure to maintain the insurance during the term of this Lease, at the limits and requirements shown on Exhibit B, constitutes grounds for termination of this Lease, b. The Certificate of Insurance must be sent to the Risk Manager prior to occupancy of and operations at the Premises. The Certificate of Insurance must provide that the City will have thirty (30) days advance written notice of cancellation, intent to not renew, material change, or termination of any coverage required in this Lease. c. Lessee shall provide, during the term of this Lease, copies of all insurance policies to the Risk Manager upon written request by the City Manager. d. The Risk Manager retains the right to annually review the amount and types of insurance maintained by Lessee, to require increased coverage limits, if necessary in the interest of public health, safety, or welfare, and to decrease coverage, if so warranted. In the event of any necessary increase, Lessee must receive thirty (30) days written notice prior to the effective date of the requirement to obtain increased coverage. e. In the event alcoholic beverages are to be served on or in any Premises covered by this Lease, the Lessee shall additionally obtain or cause to be obtained alcoholic beverage liability insurance in the amount of one million dollars ($1,000,000.00) covering the event or time period when alcoholic beverages are to be served. Lessee shall, prior to any addition or alteration to, in, on, or about the Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Lessee. This clearance is in addition to the prior consent required by Section 12(a) of this lease. Section 24. Default The following events constitute default under this Lease: 1) Failure to provide consideration in lieu of paying rent or failure to make other payments under this Lease. 2) Failure to pay utilities before the due date. 3) Failure to perform scheduled maintenance. Page 7 of 14 4) Failure to maintain any Insurance coverages required in this lease. 5) Failure to timely pay City's invoice for the removal, repainting, or repair of any Signs at the Premises. 6) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. Section 25. City's Remedies on Lessee's Default. Upon the occurrence of any event of default, the City may, at its option, in addition to any other remedy or right given under this Lease or by law: 1. Give notice to Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than five (5) days after the giving of the notice. 2. Immediately or at any time after the occurrence of the event of default and without notice or demand, or upon the date specified in a notice, if given, or in any notice issued under law, the City may enter into and upon the Leased Premises and retake possession, by legal proceedings or otherwise, expel Lessee and anyone claiming through or under Lessee, remove Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of Lessee. Section 26. Enforcement Costs. If the City files any legal action or proceeding to repossess the Premises, collect the lease payment(s) due under this Lease, collect for any damages to the Premises, or to enforce in any other way the provisions of this Lease, Lessee agrees to pay all court costs and expenses and the sum that a court of competent Jurisdiction adjudges as reasonable attorneys' fees in the action or proceeding, or in an appeal, if a judgment is rendered in favor of the City. Section 27. Modifications. No provision of this Lease may be changed, modified, or waived, unless the change, modification, or waiver is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 28. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director. Section 29. Notice. a. All notices, demands, requests, or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery service, for which service has been prepaid; or (v) by fax transmission. Page 8 of 14 b. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier, Notice by fax transmission will be deemed effective upon transmission with proof of delivery. c. All the communications must only be made to the following: IF TO CITY: IF TO LESSEE: City of Corpus Christi Park and Recreation Dept. P.O. Box 9277 Corpus Christi, TX 78469-9277 Attn: Director of Park & Recreation (361) 826-3464 Robert A. Garcia, President Tejas Bowmen Archery Club 5564 Ayers Corpus Christi, TX 78415 (361) 332-3150 d. Either party may change the address to which notice is sent by using a method set out in subsection a of this section. Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 30. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond the party's control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Lessee shall inform the City in writing of proof of the force majeure within three (3) business days or otherwise waive this right as a defense. Section 31. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, the City and Lessee will each act in an individual capacity and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 32. Not for Benefit of Third Parties. This Lease is only for the benefit of the City and Lessee, and no third party has any rights or claims under this Lease or against the City. Section 33. Publication Costs. Lessee shall pay for the cost of publishing the Lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. Page 9 of 14 Section 34. Interpretation. This Lease shall be interpreted according to the Texas laws which govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 35. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations under this Lease that (a) the parties have expressly agreed survive any the termination or expiration; (b) remain to be performed; or (c) by their nature would be intended to be applicable following the termination or expiration of this Lease. Section 36. Limitation of Leasehold. City does not warrant its title to the Leased Premises. This Lease and the rights and privileges granted Lessee in and to the Leased Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease may be construed to imply the conveyance to Lessee of rights in the Leased Premises that exceed those owned by City. Section 37. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions of this Lease. Section 38. Severability. It is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase, or word of this Lease be given full force and effect for its purpose. Therefore, if, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application of this Lease to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment. Section 39. Entirety Clause. This Lease and the attachments and exhibits incorporated into this Lease constitute the entire agreement between the City and Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Lease, unless contained ill this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Premises to be used in the operations. EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of , 20 . LESSEE: Te'.. „pen Arche lub By: Robert Garcia President ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Ronald L. Olson City Manager Page 10 of 14 142P435Dir - op. 21, c,p5.ory / Exhibit A - Leased Premises Drive Page 11 of 14 RADIUS CURVATURE LEGEND 1 ta 3I McKenzie Cig RAINS ANG 11 830.0" 3 d75 329.9" 604 6' 890,0" 2 ,81' .9" 3 675 70 7 3 40a-3W J jfILIl 389,9 90.0' Id 8 1 t165 57d57' 2879 20d' IIKQUIIIEMIMIIII 2828' IMAM 11.22/0 10d4`26 j lil 817.6' 17(133'32 Ili 40.0' 225E10'5' LI 8178 31d3734 lia 300,0' 35d5725 EA 1111231112CEMEMICIIELEA 33141'55 10 87 , ' 2d3T39 Tejae bowman Archery Association Lease .0=1, OMR DRAWN DY: call of APPROVED BY! C.M, Corps, DATE SLIDMITTECII Aril 2641987 4-z ChriA Park end kecreathon Npa-tatent Page 12 of 14 EXHIBIT B INSURANCE REQUIREMENTS I. Lessee Liability Insurance A. Lessee must not commence work under this agreement until Lessee has obtained all insurance required herein and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Lessee must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE 30-Day Written Notice of Cancellation required on all certificates or by applicable policy endorsements MINIMUM INSURANCE COVERAGE Bodily Injury and Property Damage Per Occurrence / Aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Independent Contractor 6. Personal Injury $500,000 COMBINED SINGLE LIMIT Liquor Liability Applicable when alcohol being served WORKERS' COMPENSATION EMPLOYERS' LIABILITY $1,000,000 COMBINED SINGLE LIMIT Applicable to paid employees WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND SECTION 11 OF THIS EXHIBIT $500,000/$500,000/$500,000 C. In the event of accidents of any kind, the Lessee must furnish the Risk Manager with copies of all reports of any accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable when Lessee has paid employees: Lessee must obtain workers' Page 13 of 14 compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. B. Lessee's financial integrity is of interest to the City; therefore, subject to Lessees right to maintain reasonable deductibles in such amounts as are approved by the City, Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee'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. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Lessee shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lessee 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 (361) 826-4555- Fax # D. Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects 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; Page 14 of 14 • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee'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 Lessee'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 Lessee to stop work hereunder, and/or withhold any payment(s) which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Lessee'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. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2011 Tejas Bowmen Archery Club lease ins. req. 6-13-11 ep Risk Mgrnt. AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: July 6, 2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services danb @cctexas.com; (361) 826 -3464 Michael Morris, Director of Parks & Recreation Services mmorris @cctexas.com; (361) 826 -3464 Approval of Contract for Professional Services for Corpus Christi Beach New Bath House (Bond 2008) CAPTION: Motion authorizing the City Manager, or designee, to execute Amendment No. 2 to a Contract for Professional Services with Chuck Anastos Associates, LLC. of Corpus Christi, Texas in the amount of $49,699.00 for a total re- stated fee of $99,524.00 for the Corpus Christi Beach New Bath House (Bond 2008). PURPOSE: To execute Amendment No. 2 to a Contract for Professional Services to elevate and redesign the bath house as an elevated structure because the previous design concept could not be modified to be brought into compliance with FEMA's velocity zone standards. BACKGROUND AND FINDINGS: This project will include an ADA accessible restroom facility with four (4) stalls that will be constructed on Corpus Christi Beach (near the Lexington Museum) with separate men's and women's toilet rooms and outdoor shower. The facility will consist of an elevated wood structure on wood pilings and elevated accessible wood ramp, piling, and beam system designed to accommodate the potential wave action wash through and potential flooding conditions to meet FEMA's requirements. City is proceeding with the redesign of the bath house as an elevated structure because the previous design concept (at grade structure with breakaway walls) could not be modified to be brought into compliance with FEMA's velocity zone standards. ALTERNATIVES: 1. Award consultant contract amendment as presented. Other construction and procurement options were evaluated but are not recommended. 2. Don't award consultant contract amendment (not recommended, Bond 2008 project) C:AProgram Files \ Granicus \Legistar5\ Packet \984City Council 7102012 \00261Memo - CC Beach Bath House. docx OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Conforms to statues regarding professional services procurement criteria; FY 2011 -2012 Parks & Recreation Capital Budgets. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Parks & Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $77,300.00 $222,700.00 $0.00 $300,000.00 Encumbered / Expended Amount 77,300.00 0.00 0.00 $77,300.00 This item 0.00 $49,699.00 0.00 $49,699.00 BALANCE $0.00 $173,001.00 $173,001.00 Fund(s): Parks & Recreation Bond 2008 Comments: This project is No. PR 13 in the FY2011 -2012 Capital Improvement Program. RECOMMENDATION: City staff recommends approval of professional services contract Amendment No. 2 in support of the Bond 2008 project initiative as presented. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map C:AProgram Files \ Granicus \Legistar5\ Packet \984_City Council 7_10_2012 \0026_1_Memo - CC Beach Bath House. docx File : \ Mproject \councilexhibits \exh3392.dwg RIVER F.M. 624 /VI LECES C.C.I. AIRPORT LOCATION MAP NOT TO SCALE 4110411 GE EUM PROJECT No. 3392 VICINITY MAP NOT TO SCALE CORPUS CHRISTI BEACH NEW BATHHOUSE CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 PROJECT BUDGET Corpus Christi Beach New Bath House - Bond 2008 Project No. 3392 July 17, 2012 FUNDS AVAILABLE: Parks & Recreation Capital Improvement Budget (Bond 2008) $300,000.00 TOTAL AVAILABLE. $300,000.00 FUNDS REQUIRED: Construction (Estimated) 482,644.00 Contingencies 10% 48,264.40 Consultant Fees: Consultant Design (Chuck Anastos Associates, LLC.) (Original Small AE )* 37,675.00 Amendment No. 1 (Chuck Anastos Associates, LLC.) (Consultant Services) 12,150.00 Amendment No. 2 (Chuck Anastos Associates, LLC.) (Consultant Services) 49,699.00 Testing Agreement (Rock Engineering & Testing Laboratory, Inc.) (Geotechnical 1,950.00 Inspection) ** Reimbursements: Contract Administration (Contract Preparation /Award /Admin) 16,892.54 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 14,479.32 Finance Reimbursements 7,239.66 Misc. (Printing, Advertising, etc.) 2,413.22 TOTAL $673,407.14 Estimated Project Balance $ (373,407.14) * Consultant Contract awarded administratively on March 09, 2009. ** Testing Agreement awarded administratively on June 23, 2010. Potential project shortfall will need to be covered through Bond 2008 park project savings. AMENDMENT NO. 2 to A/E AGREEMENT for ARCHITECT /ENGINEER CONSULTANT SERVICES The City of Corpus Christi, Texas hereinafter called "CITY ", and CHUCK ANASTOS ASSOCIATES, LLC a Texas Limited Liability Company, hereinafter called "CONSULTANT ", agree to the following amendments to the Contract for Engineering Services for the following project, as authorized and administratively amended by; Original Small A/E Agreement March 9, 2009..... Administrative Approval $37,675 A0 Amendment No. 1 December 30, 2009 Administrative Approval $12,150.00 1. DECLARATIONS. "CITY" desires to engage "CONSULTANT" to provide services in connection with City's project, described as follows: Corpus Christi Beach New Bath House — Bond 2008 (Project No. 3392) "Project ". 2. SCOPE OF WORK. "CONSULTANT" shall provide services for the PROJECT in accordance with the accompanying Letter, Scope of Services, and Fee attached as "Exhibit A. 3. FEE. The "CITY" agrees to pay the "CONSULTANT" for services provided in accordance with Exhibit "A ", Scope of Services, and Fee under this AGREEMENT, a revised fee not to exceed $49,699.00 fFortv -Nine Thousand Six Hundred Ninety -Nine Dollars and Zero Cents) for a total restated fee not to -xceed $99,524.00 (Ninety -Nine Thousand Five Hundred 'Twenty -Four Dollars and Zero Cents). See Exhibit " CITY OF CORPUS CHRISTI Oscar R. Martinez Date Assistant City Manager APPROVED AS TO FORM: (7/j Daniel Biles, P.E. Date Int rim Director Eng7ring Services Legal Department Operating Department Date 4/5I 11— Date Office of Management and Budget Date ATTEST Armando Chapa, City Secretary Date Project Number: 3392 Funding Source: 550950 - 3291 - 00000 - 130131 Encumbrance Number: CHUCK ANA �, •CIATES, LLC Chuck Anastos, A A., NCARB P.O. Box 3883 Corpus Christi, TX 78463 -3883 (361) 884 -4422 Office (361) 884 -4419 Fax Date ENTEAEO 4AR 0 6 212 PC+ CONTRACT MANAGERS AMD. NO. 2 Page 1 of 1 K:SEngineering DataExchangolRobo 1Q'PARKS & RECSProjecINo, 3392CorpusChristiOeachNew8athhouseSCHUCK ANASTOS ASSOCIATES, AMENDMENT No. 21AMENDMENT No. 2.doc ARCHITECTURE INTERIOR DESIGN P o BOX 3883 CORPUS CHRISTI TEXAS 78483 801 9 STAPLES CORPUS CHRISTI TEXAS 78404 TEL 361!804 -4422 FAX 361!884 -4419 ana8t0ae8saciatimeom C# UCH flgfSTOS ASSOCIATES, L LC. 13 February 2012 Mr. Daniel Biles, PE Interim Director of Engineering Services City Of Corpus Christi PO Box 9277 Corpus Christi, TX 78469 -9277 Re: Corpus Christi Beach New Bath House — Bond 2008 City of Corpus Christi Project #3392 (Revised Project 2012 -2 Scope) Dear Mr, Biles: Chuck Anastos Associates, LLC is pleased to submit this revised Proposal for the A & E services for the Bond Issue 2008 Corpus Christi Beach New Bathhouse. This Proposal is for the architecture; landscape architecture; structural and MEP engineering; and cost estimating services for the following scope of work: 1. An elevated four (4)- wood restroom facility on wood pilings; and 2. An elevated accessible wood ramp / piling / beam system designed to accommodate the potential wave action wash through and potential flooding conditions as per FEMA requirements. We propose to provide the following architectural services for each Phase of this Project: 1. Design Phase (Refer to Preliminary Site Plan): Re- verify existing conditions at site; 8 Analyze recently adapted 2009 International Building Code, Texas Windstorm and TDLR requirements; Prepare Preliminary Design Drawings for the new facility and meet with Registered Accessibility Specialist for review of preliminary plans; Meet with Engineering, Development Services and CC Beach community members as required for design review and approval; Produce final Design Plans (Construction Documents) for bidding and construction; and 6 Submit final Design Plans to Registered Accessibility Specialist for submission to State of Texas. 2. Bidding Phase: Participate in the pre -bid conference; Assist the City in solicitation of bids; Review all pre -bid questions and prepare necessary addenda; Attend bid opening, analyze bids and make recommendations concerning award of Contract. 3. Construction Phase: Make approximately one (1)- site visit per every two weeks during construction to observe the work; and Make approximately one (1)- site visit per month during construction to observe the quantity of work, and revievif and approve Contractor's Applications for Payment monthly. City Proposal City of Corpus Christi Project #3392 Clients` Responsibilities: it is hereby agreed that the Client shall be responsible for the following: 1. The Client shall provide all required site information including a survey and geotechnical report prior to commencement of Design Phase. If replatting, amending or rezoning of the property is . required, all associated work shall be considered additional services. Compensation for the above- described services shall be as follows (See attached A / E Fee Summary): 1. Basic and Additional Services compensation for the above described services shall be a flat fee of Fifty Nine Thousand Six Hundred Ninety Nine Dollars ($ 49,699.00). Distribution of Fees: 1. Preliminary Design Phase 2. Design Phase 3. Bidding Phase 4. Construction Observation Phase Total Distributed Fee 4 8,371.00 =$ 29,500.00 4 1,457.00 4 10 3771.00 =$ 49,699.00 Attached are Revised Scope Preliminary Construction Cost Estimate and Fee and Time Schedules for your use in preparation of the Contract. We are prepared to commence this Project immediately upon receipt of your approval to proceed. Sincere Chuck Ar stos, AIA STATEMENT OF CERTIFICATION: The Texas Board of Architecture! Examiners, PO Box 12337, Austin, Texas 78711, Telephone (512) 305 -9000, has jurisdiction over complaints regarding the professional practices of persons registered as architects in the State of Texas. City Proposal City of Corpus Christi Project #3392 ARCHITECTURE INTERIOR DESIGN P O SOX 3883 CORPUS CHRISTI TEXAS 78483 901 $ STAPLES CORPUS CHRISTI TEXAS 78404 TEL 3811884 -4422 FAX 3131/ 884-4410 anastosassociates.com CHUCK flflflSTOS ASSOCIATES. LLC. 13 February 2012 Corpus Christi Beach New Bathhouse - Bond 2Q08 .. City of Corpus Christi Project #3392 Revised Scope Preliminary Construction Cost Estimate for Four (4) Elevated Wood Restrooms on Wood Pilings: 1. Sitework 2. Landscaping & Irrigation 3. Wood Pilings @ Restrooms, Ramp & Stairs 4. Wood Framing & Cementitious Siding @ Restrooms 5. Wood Framing & Railings @ Ramp & Stairs 6. Doors, Hardware & Louvers 7. Finishes & Painting S. Toilet Accessories 9. Plumbing, Stainless Fixtures & Site Utilities 10. Electrical, Stainless Lighting & Site Utilities Subtotal -- Construction Cost 11. General Conditions f Requirements 12. Bonds & Insurance 13. General Contractor's Fee / Profit 31,735.00 17,000.00 61,925.00 18,427.00 79,600.00 26,300.00 29, 960.00 5,330.00 61,795.00 26670.00 358,742.00 42,979.00 9,173,00 71,750.00 [Total Estimated Project Construction Cost (Items #1 —13) .$ 482,644.00 This estimate of construction cost represents the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the City has control over the cost of labor, materials or equipment, over the Contractor's methods of determining hid prices, or over competitive bidding, market or negotiating conditions. Revised Scope Preliminary Construction Cost Estimate City of Corpus Christi Project f.3392 AMD. NO. 2 EXHIBIT "A" Page 3 of 4 A R C H I T E C T U R E INTERIOR DESIGN PO BOX 3883 CORPUS CHRISTI TEXAS 78483 90f S STAPLES CORPUS CHRISTI TEXAS 78404 TEL 3811884 -4422 FAX 3811884.4418 anastoeassociates.cam t#flC� flflflSTOS A S S O C I A T E S , L L C Schedule DAY DATE ACTIVITY Wednesday 22 Feb 2012 Begin Preliminary Design Phase Monday 09 Mar 2012 Design Memorandum Submission Friday - 23 Mar 2012 ..._. _....._.. City Ret►ieW Meeting .............. Monday 26 Mar 2012 Begin Design Phase Friday 13 April 2012 60% Design Review Submission Friday 27 April 2012 City Review Meeting Monday 30 April 2012 Commence Design Completion Friday 25 May 2012 100% Design Review Submission Friday 15 June 2012 City Review Meeting Wednesday 20 June 2012 Commence Design Final Friday 18 July 2012 Final Design Submission (sealed & ready for printing / Bidding Phase) Summary of AE Fees (Phase of Payment Fee for Basic Services -s--� 1. Preliminary Design Phase (Preliminary Design Phase) 8,371.00 2. Design Phase (Design Phase) 25,000.00 3. Bid Phase (Bid Phase) 1,457.00 4. Construction Phase (Construction Phase) 7,371.00 Subtotal Basic Services Fees $42,199,00 Fee for Additional Services 1. Warranty Inspection (Construction Phase) 540.00 2. Preparation of Record Drawing Set (Construction Phase) 500.00 3. Topographic Survey 0.00 4. Submission to TDLR (Design Phase) 1,500.00 5. Landscape & Irrigation Plans (Design Phase) 1,500.00 6. Supplemental Construction Observation (Construction Phase) 2,000.00 7. Cost Estimates for Unused Schematic Designs (ALCM) 1,500.00 Sub -Total Additional Services Fees Authorized $7,500.00 Total Authorized AE Fees $49,699.00 Schedule & Summary of Fees- 13 February 2012 City of Corpus Christi Project #3392 CORPUS CHRISTI BEACH NEW BATH HOUSE BOND 2008 (Project No. 3392) SUMMARY OF FEES K1Engineering DataExchange1RobertaPARKS & REC1ProjectNo.S392CorpusChristiBeachNewBathhouse\CHUCK ANASTOS ASSOCIATES, AMENDMENT No. 25Copy of Summary of Fees ORIGINAL CONTRACT AMD. NO. 1 AMD. NO. 2 TOTAL BASIC SERVICES 1 Preliminary Phase $7,166.00 $0.00 $8,371.00 $15,537.00 2 Design Phase 11,261.00 17,850.00 29,500.00 58,611.00 3 Bid Phase 1,024.00 0.00 1,457.00 2,481.00 4 Construction Phase 1,024.00 0.00 0.00 1,024.00 Subtotal Basic Services 20,475.00 17,850.00 39,328.00 77,653.00 ADDITIONAL SERVICES 1 Warranty lnspection(s) 1,500.00 (1,500.00) 0.00 0.00 2 Preparation of Record Drawings Set 1,500.00 0.00 0.00 1,500.00 3 Topographic Survey (By Licensed Surveyor) 3,500.00 0.00 0.00 3,500.00 4 Submission to TDLR 1,500.00 0.00 0.00 1,500.00 5 Public Art Design Coordination 1,000.00 0.00 0.00 1,000.00 6 Renderings for Adjacent Land Owners' Presentation 2,500.00 0.00 0.00 2,500.00 7 Landscape Plan (By Licensed Landscape Designer) 1,500.00 0.00 0.00 1,500.00 8 Supplemental Construction Observation (Engineers) 4,200.00 (4,200.00) 10,371.00 10,371.00 Subtotal Additional Services 17,200.00 (5,700.00) 10,371.00 21,871.00 TOTAL AUTHORIZED FEE $37,675.00 $12,150.00 $49,699.00 $99,524.00 K1Engineering DataExchange1RobertaPARKS & REC1ProjectNo.S392CorpusChristiBeachNewBathhouse\CHUCK ANASTOS ASSOCIATES, AMENDMENT No. 25Copy of Summary of Fees FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2 -349 (d)] CERTIFICATION 1 certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Chuck Anastos (Type or Mal) Signature of Certifying Person: itle: President Date: t¢ Pty DEFINITIONS a, "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit ". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part -time basis, but not as an independent contractor. d. "Finn." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non - profit organizations. c. "Official" The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements" g. "Consultant," Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. AGENDA MEMORANDUM for the City Council Meeting of July 17, 2010 DATE: TO: FROM: Daniel Biles, P.E., Director of Engineering Services danb @cctexas.com, (361) 826 -3729 July 6, 2012 Ronald L. Olson, City Manager Michael Morris, Director of Parks and Recreation michaelmo @cctexas.com, (361) 826 -3464 Approval of Construction Contract for Bill Witt & Botsford Park Improvements CAPTION: Motion authorizing the City Manager, or designee, to execute a Construction Contract with Lowman Land Improvements of Orange Grove, Texas for the Bill Witt and Botsford Park Improvements project in the amount of $237,401.95 for the Base Bid (Bond 2008 Project — Sports Field Improvements). PURPOSE: To award the construction contract for the Bill Witt & Botsford Park Improvements BACKGROUND AND FINDINGS: This project consists of the construction of one new soccer field at Bill Witt Park including demolition of existing concrete and the installation of select fill, grading, seeding, ditch excavations and an irrigation system. This project also consists of the rehabilitation of the existing football field at Botsford Park including demolition of existing concrete and the installation of select fill, an irrigation system, foundation and electrical for a new scoreboard, grading and seeding. There were no additive alternates on this project. On May 23, 2012, the City received proposals from five (5) bidders and their bids are as follows: Contractor Base Bid Lowman Land Improvements Orange Grove, Texas $237,401.95 Garrett Construction Co. Ingleside, Texas $278,426.87 Safenet Services, LLC. Corpus Christi, Texas $279,756.23 Sal -Con, Inc. Corpus Christi, Texas $311,500.70 Barcom Commercial, Inc. Corpus Christi, Texas $316,667.84 C:AProgram Files \Granicus \Legistar5\ Packet \984_ City Council 7_10_2012 \0027_1_Memo - Bill Witt and Botsford.docx ALTERNATIVES: 1. Award Project to Lowman Land Improvements as recommended. 2. Do not award contract. OTHER CONSIDERATIONS: This project was approved by the voters in the November 2008 bond election under the parent project, Sports Field Lighting and Other Improvements — City Wide. CONFORMITY TO CITY POLICY: Conforms to statutes regarding Request for Bids process; Bond Issue 2008; FY 2011 -12 Capital Budget. EMERGENCY / NON - EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 1,292,500.00 1,707,500.00 0.00 3,000.000.00 Encumbered / Expended Amount 1,292,500.00 1,292,500.00 This item $237,401.95 $237,401.95 BALANCE $1,470,098.05 1,470,098.05 Fund(s): Parks and Recreation CIP Comments: This project falls under the parent project, Sports Field Lighting and Other Improvements — City Wide (Bond 2008), CIP PR 08. RECOMMENDATION: City Staff recommend the approval of a construction contract with Lowman Land Improvements of Orange Grove, Texas in the amount of $237,401.95 for the Bill Witt & Botsford Park Improvement projects. LIST OF SUPPORTING DOCUMENTS: Location Map Project Budget C:AProgram Files \Granicus \Legistar5\ Packet \984_ City Council 7_10_2012 \0027_1_Memo - Bill Witt and Botsford.docx PROJECT BUDGET Bill Witt & Botsford Park Improvements Parent Project: Sports Field Lighting and Other Improvements - City Wide (Bond 2008) Project No. E11129 July 10, 2012 FUNDS AVAILABLE: Parks and Recreation CIP $ 314,984.79 Total $ 314,984.79 FUNDS REQUIRED: Construction: (Lowman Land Improvements) Contingencies (10 %) $ 237,401.95 $ 23,740.20 Consultant Fees: Consultant (RVE, Inc.) $ 36,631.00 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) Engineering Services (Project Mgt /Const. Mgt /Traffic Mgt) Finance Reimbursements Misc. (Printing, Advertising, etc.) $ 4,748.04 $ 8,309.07 $ 2,967.52 $ 1,187.01 TOTAL $ 314,984.79 ESTIMATED PROJECT BUDGET BALANCE $ (0.00) \Mproject \councilexhibits \exhE1 1 1 29.dwg RIVER N'UECES B.2y AGNFS PROJECT SITE Botsford Park FM 2444 PROJECT SITE Bill Witt Park MADRE LOCATION MAP NOT TO SCALE PROJECT #E11129 BILL WI TT & BOTSFORD PARK IMPROVEMENTS CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 AGENDA MEMORANDUM for the City Council Meeting of July 17, 2012 DATE: TO: July 6, 2012 Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services danb @cctexas.com; 826 -3729 Valerie H. Gray, P.E. Director of Storm Water and Streets Operations valerieg @cctexas.com; 826 -1875 Foster Crowell, Director of Wastewater Operations foster @cctexas.com; 857 -1801 Approval of Professional Services Contract for the Wastewater Service Line Repair and Clean -out Installation and Manhole Ring Cover Adjustment Program FY2012. CAPTION: Motion authorizing the City Manager, or designee, to execute a Contract for Professional Services with Engineering Construction Management Services (ECMS) of Corpus Christi, Texas in the amount of $60,400.00 for the Wastewater Service Line Repair and Clean -out Installation and Manhole Ring Cover Adjustment Program FY2012 for construction inspection services. PURPOSE: This contract provides for basic and additional Architect/Engineer services for the Wastewater Service Line Repair and Clean -out Installation and Manhole Ring Cover Adjustment Program FY2012. BACKGROUND AND FINDINGS: The ID /IQ Construction Contract is for the locating and the excavation of existing service lines; replacing approximately 2800 linear feet of wastewater service lines from the clean -out to the bend and from the bend to City main; 150 Sanitary Sewer and 100 Storm Water Manholes Ring and Cover Adjustments throughout the City under multiple work authorizations. The work period will be 365 calendar days with the option to extend the contract an additional year. This is the first year renewal and the scope of work is the same as for the initial, bid /award year. The professional services of ECMS are to include the preparation of work orders, coordination with the Contractor, Engineering Construction Management and Operating Department, field inspection of the work in progress, coordination with Testing Laboratory, planning /coordination of the next work orders and documentation of all work done and approved. Engineering Services recommend engaging ECMS's professional services because of familiarity and previous experience on this project. ALTERNATIVES: C:AProgram Files \Granicus \Legistar5\ Packet \984 City Council 7102012 \00281Memo - WW Cleanouts.docx 1. Award the contract to ECMS, LLC. as outlined herein. 2. Do not award the contract. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Conforms to statutes regarding Request for Qualifications process and the FY2011 -2012 Capital Budget. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Storm Water Wastewater FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $5,596,695.91 $5,596,695.91 Encumbered / Expended Amount 2,516,326.30 2,516,326.30 This item 60,400.00 60,400.00 BALANCE $3,019,969.61 $3,019,969.61 Fund(s): Wastewater, Storm Water Operating Funds Comments: This contract is budgeted in FY2012 Wastewater and Storm Water operating funds. RECOMMENDATION: City Staff recommends the contract be awarded to Engineering Construction Management Services (ECMS) of Corpus Christi, Texas, in the amount of $60,400.00 LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map C:AProgram Files \Granicus \Legistar5\ Packet \984_ City Council 7_10_2012 \0028_1_Memo - WW Cleanouts.docx PROJECT BUDGET Wastewater Service Line Repair and Clean -Out Installation and Manhole Ring and Cover Adjustment Program FY - 2012 Project No. E12038 July 17, 2012 FUNDS AVAILABLE: Wastewater Operating Fund $478,245.61 Storm Water Oeprating Fund $102,361.10 Total $580,606.71 FUNDS REQUIRED: Construction: (RCM Constructors, Contract Renewal No. 1)* Contingencies (10 %) $443,673.10 $44,367.31 Consultant Fees: Consultant (ECMS) $60,400.00 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) Engineering Services (Project Mgt /Const. Mgt /Traffic Mgt) Finance Issuance Misc. (Printing, Advertising, etc.) $8,873.46 $15,528.56 $5,545.91 $2,218.37 TOTAL $580,606.71 ESTIMATED PROJECT BUDGET BALANCE $0.00 *Original Construction Contract Awarded April 19, 2011; Contract Renewal No. 1 awarded April 3, 2012. \Mproject \councilexhibits \exhE12038.dwg E,M. 624 :NUECES BAY 111P/74S S, 14E4 Ni 4:1644#TOGq 4 */ tek Air F.M. 43 G \- CORPUS C3- CRISTI 2_2lY NOTE: CITY WIDE PROGRAM PROJECT # E12038 FM 2444 L.AG LENT l _MAD RE LOCATION MAP NOT TO SCALE y IL7 O3 MEXICO WASTEWATER SERVICE LINE REPAIR AND CLEAN -OUT INSTALLATION AND MANHOLE RING AND COVER ADJUSTMENT PROGRAM - FY 2012 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469 -9277 (City) acting through its duly authorized City Manager or Designee (Director of Engineering Services) and ECMS LLC (Engineering &Construction Management Services LLC), a Texas corporation, 5001 Oakmont Drive, Corpus Christi, Nueces Co_ unty, Texas _._. 78413, (Architect/Engineer A/E),-hereby-agree as-follows: 1. SCOPE OF PROJECT (WASTEWATER SERVICE LINE REPAIR AND CLEAN - OUT- INSTALLATION AND MANHOLE RING AND COVER ADJUSTMENT PROGRAM FY- 2012, PROJECT NUMBER E12038) The ID /IQ Construction Contract is for the locating and the excavation of existing service lines; replacing approximately 2800 linear feet of wastewater service lines from the clean -out to the bend and from the bend to City main; 150 Sanitary Sewer and 100 Storm Water Manholes Ring and Cover Adjustments throughout the City under multiple work authorizations. The work period will be 365 calendar days with the option to extend the contract an additional year. This is the first year renewal and the scope of work is the same as for the initial, bid /award year. 2. SCOPE OF SERVICES The NE hereby agrees, at its own expense, to provide construction management services. for for a one -year renewal of an existing construction contract for which this AE prepared the plans, specifications and bid package. In addition, A/E will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A" and "A -1 ", to complete the Project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. A/E services will be "Services for Construction Projects " - (Basic Services for Construction Projects ") which are shown and are in accordance with "Professional Engineering Services- A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 1. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the A/E and written authorization is provided by the Director of Engineering Services. The Contract For Engineering (NE) Services Page 1 of 3 anticipated schedule of the preliminary phase and construction phase is shown on Exhibit "A ". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Engineering Services. The Director of Engineering Services may direct the NE to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. A/E shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 2. INDEMNITY AND INSURANCE A/E agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B ". 3. FEE The City will pay the A/E a fee, as described in Exhibit "A ", for providing services authorized, a total fee not to exceed $60,400 (Sixty Thousand, Four Hundred Dollars). Monthly invoices will be submitted in accordance with Exhibit "D ". 4. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the NE will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 5. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The NE agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 6. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the NE staff. If the A/E is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the NE fee may be assigned in advance of receipt by the NE without written consent of the City. Contract for Engineering (A!E) Services Page 2 of 3 The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 7. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the NE without the express written consent of the Director of Engineering Services. However, the A/E may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. 10. DISCLOSURE OF INTEREST A/E further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form attached hereto as Exhibit "C ". CITY OF CORPUS CHRISTI By Oscar Martinez Date Assistant City Manager RECOMMENDED By Daniel Biles, P. E. Dir- 6/z c f /� ate g Services ate Operating Department APPROVED AS TO FORM ELMS LLC (ENGINEERING & CONSTRUCTION MANAGEMENT SERVICE , LLC) By t -rQ.r e•tir 4l/ 4%ZO/3 Felix . 0 anas, Jr., P.E. Date 5001 Oakmont Drive Corpus Christi, TX 78413 (361) 549 -4576 Cell (361) 851 -1204 Fax By Office of Mgmt and Budget Date Project No. E12038 Fund Source: 530235- 4200- 33400- E12038 $47,112.00 530000-4300-32010-E12038 $13 288.00 Encumbrance No. ATTEST By Armando Chapa, City Secretary Contract for Engineering (A/E) Services Page 3 of 3 EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS WASTEWATER SERVICE LINE REPAIR AND CLEAN -OUT INSTALLATION AND MANHOLE COVER ADJSUTMENT PROGRAM FY- 2012 (Project Number E12038) I. SCOPE OF SERVICES A. Basic Services: 1. Preliminary Phase. The Architect/Engineer -AIE will: a. Prepare the necessary correspondence for the signature of the Director of Engineering Services leading towards the renewal of the existing construction contract. b. Assist City staff in the negotiations for increase or decrease in contract amount as may be indicated by the ENR, Engineering News Record. c. Conduct and/or attend and participate in meetings with the Contractor and City staff required towards the renewal and award of the existing construction contract. 2. Construction Phase. The NE will perform contract administration to include the following: a. Participate in pre - construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Review field and laboratory tests. d. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e. Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. h. As applicable, review and assure compliance with plans and specifications, the preparation of operating and maintenance manuals (by the Contractor) for all equipment installed on this Project. These manuals will be in a "multimedia format" suitable for viewing with Microsoft's Internet Explorer, version 3.0. As a minimum the Introduction, Table of Contents, and Index will be in HTML ( HyperText Markup Language) format, with HyperText links to the other parts of the manual. The remainder of the manual can be scanned images or a mixture K YEngineering DataExchange \CIerissaJ4Wastewaler1E12038 - \MN Sry Line Repair & Clean Out FY135ECMS\EXIIIBIT A.docx EXHIBIT "A" Page 1 of 5 of scanned images and text. Use the common formats for scanned images - GIF, TIFF, JPEG, etc,. Confirm before delivery of the manuals that all scanned image formats are compatible with the image- viewing software available on the City's computer - Imaging for Win95 (Wang) and Microsoft Imaging Composer. Deliver the manuals on a CD -ROM, not on floppy disks. Review construction "red- line" drawings, prepare record drawings of the Project as constructed (from the "red - liner" drawings, inspection, and the contractor provided plans) and deliver to the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings within two (2) months of final acceptance of the project. All drawings will be CADD drawn using dwg.format in.. AutoCAD, .and- graphics data -- will- - be- in -dxf- format- with -each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City G1S system. The City staff will: a. Prepare applications /estimates for payments to contractor. b. Conduct the final acceptance inspection with the Engineer. B. Additional Services (ALLOWANCE) This section defines the scope (and ALLOWANCE) for compensation for additional services that may be included as part of this contract, but the A/E will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E will, with written authorization by the Director of Engineering Services, do the following= 1. Construction Observation Services. Provide a project representative (PR) to provide periodic construction inspection. A. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the PR and assistants, the A/E shall endeavor to provide further protection for the CITY against defects and deficiencies in the work. B. The duties and responsibilities of the PR are described as follows: 1. General: PR will act as directed by and under the supervision of A/E, and will confer with A/E regarding PR's actions. PR's dealings in matters pertaining to the Contractor's work in progress shall in general be with A/E and Contractor, keeping the CITY advised as necessary. 2. Conference and Meetings: Attend meetings with Contractor, such as pre - construction conferences, progress meetings, job conferences and other project - related meetings as required by the City, and prepare and circulate copies of minutes thereof. 3. Liaison: A. Serve as liaison with Contractor, working principally through Contractor's superintendent and assist in • understanding the intent of the Contract Documents. B. PR shall communicate with CITY with the knowledge of and under the direction of A/E EXHIBIT "A" Page 2 of 5 K:1Enginearing DalaExchangelClarissaliWastewaten E12038 - WW Sry Line Repair & Clean Out FYI31ECMS \EXHIBIT A.docx 4. Interpretation of Contract Documents: Report when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued. 5. Shop Drawings and Samples: A. Receive Samples, which are furnished at the Site by Contractor, and notify of availability of Samples for examination. B. Record date of receipt of Samples and approved Shop Drawings. C. Advise Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which PR believes that the submittal has not been approved. 6. Review of -- Work - and - Rejection of-Defective Work:— — A. Conduct on -Site observations of Contractor's work in progress to assist A/E in determining if the Work is in general proceeding in accordance with the Contract Documents. B. Report whenever PR believes that any part of Contractor's work in progress will not produce a completed Project that conforms to the Contract Documents or will prejudice the integrity of the design concept of the completed Project, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise City and A/E of that part of work in progress that PR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. C. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. 7. Records: A. Maintain orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the Contract, AIE's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. B. Prepare a daily report utilizing approved City format, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to NE and the City. 8. Reports: A. Furnish periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. B. Report immediately to the CITY and A/E the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the work, and property damaged by fire or other causes. C. Provide project photo report on CD -ROM at the rate of a minimum of two photographs per day, including an adequate amount of photograph documentation of utility conflicts. EXHIBIT "A" Page 3 of 5 K:4Engineering DalaExctiange4CtarissainWestewaler5E12038 - MN Sry Line Repair & Clean Out FY13YECMSYEXHIB1T A docx 9. Completion: A. Before the issue of Certificate of Completion, submit to Contractor a list of observed items requiring completion or correction. B. Participate in a final inspection in the company of AIE, the CITY, and Contractor and prepare a final list of items to be completed or corrected. C. Observe whether all items on final list have been completed or corrected and make recommendations concerning acceptance and issuance of the Notice of Acceptability of the Work. 2. Start -up Services. Provide on -site services and verification for all start -up procedures during actual start up of major Project components, systems, and related appurtenances if needed and required. 3 Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one -year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. 4 Provide the services above authorized in addition to those items shown on Exhibit "A- 1" Task List, which provides supplemental description to Exhibit "A ". Note: The Exhibit "A -1" Task List does not supersede Exhibit "A ". 2. SCHEDULE Day Date Activity Monday May 12, 2012 Notice to Proceed Monday May 12, 2012 Begin Construction Tuesday May 12, 2013 Complete Construction 3. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1 -4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided in Section I.A.1 -4, A/E will submit monthly statements for basic services rendered. In Section I.A.1 -3, the statement will be based upon A/E's estimate (and City concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4, the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to NE's monthly statements. EXHIBIT "A" Page 4 of 5 K:1Engineeting DataExchanga \CtarissaJ\Wastewater1E12038 - WW Sry Line Repair & Crean Out FY131ECMSIEXHIBIT A docx B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services," the City will pay the AIE a not -to- exceed fee as per the table below: Su Basic Services Fees 1. Preliminary Phase $1,000 - 3. Bid Phacc - - =- - $19;800 - 4. - Construction Phase Subtotal Basic Services Fees $20,800 Additional Services Fees (Allowance) 1. Permit Preparation ■- 5. Construction Observation Services $39,600 6. Start -up Services 7. Warranty Phase Included above Sub -Total Additional Services Fees Authorized $39;600 Total Authorized Fee $60,400 - K.1Engineering DataExchange \CSarissa.PWaslewater1E12038 - WW Sry Line Repair & Clean Out FY131ECMS\EXHIBIT A.docx EXHIBIT "A" Page 5 of 5 EXHIBIT "A -1" TASK LIST (Provides supplemental description to Exhibit "A ". Exhibit "A -1" Task List does not supersede Exhibit "A. ") CITY OF CORPUS CHRISTI, TEXAS WASTEWATER SERVICE LINE REPAIR AND CLEAN -OUT INSTALLATION AND MANHOLE COVER ADJUSTMENT PROGRAM FY -2012 (Project No, E12038) Basic Services (See Exhibit "A ") Additional Services: CONSTRUCTION OBSERVATION SERVICES 1) Provide construction observation services as authorized by the City in accordance with Exhibit 'A' of the Contract for Professional Services. 2) Conduct daily site visits to the project site during construction. 3) Prepare monthly reports and submit to City staff as required.. 4) Provide detailed coordination with City staff during construction. 5) Coordinate construction activities with materials testing laboratory. PUBLIC INVOLVEMENT PHASE 1) Assist the City in preparing notices, handouts and exhibits for public information meetings. 2) Assist the City in conducting the public information meetings. 3) Assist the City with follow -up and response to citizen comments. 4) Revise contract drawings to address citizen comments, as directed by the City. WARRANTY PHASE Upon receiving authorization from the City to proceed, conduct a maintenance guaranty inspection toward the end of the one -year period after acceptance of the project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, correct or replace improvements under the maintenance guaranty terms of the construction contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action. K:1Engineering DalaExchangelClarisse Waslewater1E12038 -1NW Sv Line Repair & Clean out FY131ECMSSEXHIBIT A - 1.docx EXHIBIT "A -1" Page 1 of 1 Exhibit B Mandatory Requirements (Revised November; 2005) INDEMNIFICATION AND HOLD HARMLESS Consultant agrees to indemnify, save harmless and defend the City of Corpus Christi, and its officers, agents, servants and employees, and each of them against and hold it and them harmless from ._any and_all_Iawsuits,_ claims,_ demands,__ liabilities ,__losses_and_expenses, including court costs and reasonable attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, to the extent caused by Consultant's negligent performance of services covered by this contract The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its officers, . agents, servants, or employees, or any other person indemnified hereunder. EXHIBIT "B" Page 1 of 1 gillSUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA ". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Engineering & Construction Management Services, LLC P. O. BOX: STREET ADDRESS: 501 Oakmont Drive CITY: Corpus Christi ZIP: 78413 FIRM IS: I. Corporation XL❑ 4. Association 2. Partnership 5. Other 3. Sole Owner DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name N/A Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name N/A Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant NIA EXHIBIT "C" Page 1 of 2 1 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2 -349 (d)] CERTIFICATION I certify that all information provided-is-true-and-correct-as ofthe date-of-this-statementTthat— I -have not knowingly withheld disclosure of any information requested; and that supplemental statements will be, promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Felix Oca ias (Type or Print) Signature of Certifying Person: Title: President Date: 4 ji p 12.,. DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit ". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof, c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis, but not as an independent contractor. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non - profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "C" Page 2 of 2 WATEWATER SERVICE LINE REPAIR AND CLEAN-OUT INSTALLATION AND MANHOLE RING AND COVER ADJUSTMENT PROGRAM FY 2012 Project No. E12038 Invoice No. 12345 Invoice Date: Basic Services: Preliminary Phase Design Phase Bid Phase Report Phase Construction Phase Subtotal Basic Services Additional Services: Construction Observation Warranty Phase Inspection Platting Survey Reporting 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $0 $0 0% 0 0 0 0 0 0 0 n/a 0 0 0 0 0 0 0 -n/a 0 0 0 0 0 0 O n/a 19,800 0 0 19,800 0 0 0 n/a $20,800 $0 $0 $20,800 $0 $0 $01 0% $39,600 $0 $0 $39,600 $0 $0 $0 n/a Included 0 0 0 0 0 0 n/a 0 0 0 0 0 0 0 n/a 0 0 0 0 0 0 On/a 0 0 0 0 0 0 0 n/a TBD TBD TBD TBD TBD TBD 0 0% TBD TBD TBD TBD TBD TBD j TBD 0% $39,600 $0 $0 $39,600 $0 $0 $0 0% $20,800 $0 .$0 $20,800 $0 $0 $0 0% 39,600 0 0 39,600 0 0 ' 0 0% $60,400 $0 $0 $60,400 $0 $0 $0 0% AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 22, 2012 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director of Parks and Recreation UPDATE TO CITY COUNCIL — Golf Course Annual Report STAFF PRESENTER(S): Name 1. Michael Morris OUTSIDE PRESENTER(S): Title /Position Director Department Parks and Recreation Name Title /Position Organization 1. None BACKGROUND : The Golf Course operations were privatized through a lease agreement with Foresight Golf. The lease agreement began February 1, 2011. This update is a review of the first full year of operation by Foresight Golf. LIST OF SUPPORTING DOCUMENTS: Presentation CORPUS- - PARKS Foresight Golf Exceptional Cole Remarkable Valuer Privatization Timeline Management Agreement • November 2010 -January 2011 Lease Agreement February 2011- January 2021 Just Completed First Full Year COR iS CHR ISTI RECREATION Financial DRi CHR ISTI RECREATION Rounds of Golf - 80,607 Oso Beach 43,308 National Average for Public Courses 33,000 Lozano 37,299 Total Revenue - $2,407,136 Total Expenditures - $2,042,857 (includes Cost of Goods Sold) Net Operating Surplus - $364,251 City Rent Payment - $154,144 Operating Reserve - $5o,000 ($25,000 each) Equipment Lease Reimbursement - ($6,116) Course Conditions Improved irrigation and turf management COppus PECREAllON Customer Satisfaction Oso Beach - 85.3% Good or Excellent Lozano - 89.o% Good or Excellent Overall - 87.1% Good or Excellent COR iS CHR ISTI RECREATION 2012 Goals COR iS CHR ISTI RECREATION Financial • Green Fees Increase Youth Golf Program - "First Tee" Equipment Purchase to Improve Course Conditions • Golf Capital Fund Facility Improvements (Capital Surcharge Fund) Long Term CIP (Bond 2012) • Executive Course at Lozano • Clubhouse at Lozano • Clubhouse at Oso Beach QUESTIONS? RECREATION Live. Learn. Play! Visit www.ccpa rka nd rec.com