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Home My WebLink AboutAgenda Packet City Council - 05/19/2020City Council City of Corpus Christi Meeting Agenda - Final-revised 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, May 19, 2020 Addendums may be added on Friday. A.Mayor Joe McComb to call the meeting to order. B.Invocation to be given by Mayor Joe McComb. C.Pledge of Allegiance to the Flag of the United States and to the Texas Flag. D.City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E.PUBLIC COMMENT - AUDIENCE AND PRESENTER SOCIAL DISTANCING AND PUBLIC TESTIMONY AND PUBLIC HEARING INPUT AT PUBLIC MEETINGS OF THE CITY COUNCIL. To reduce the chance of COVID-19 transmission, public meetings will be held in a manner intended to separate, to the maximum practical extent, audience and presenters from personal contact with members of Community, City Staff, and City Council. This meeting will be broadcast at cctexas.com/services/council meeting-agendas-minutes-video. Public testimony and public hearing input for Public Comment and all items on the agenda at public meetings of the City Council should be provided in written format and presented to the City Secretary and/or designee no later than five minutes after the start of each meeting of the City Council. Testimony and/or public input shall be in accordance with the City Secretary’s instructions, which shall be posted on the City Secretary’s door and on the City website, and allow for electronic submission. The written public testimony shall be provided to members of City Council prior to voting on measures for that meeting. Written testimony shall be limited in accordance with the City Secretary requirements and shall be placed into the record of each meeting. This testimony shall serve as the required public testimony pursuant to Texas Government Code 551.007 and shall constitute a public hearing for purposes of any public hearing requirement under law. The meeting may be held telephonically or via videoconference. The public may participate remotely by following the instructions of the City Secretary at cctexas.com/departments/city-secretary. F.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.GOVERNMENT ACTIONS RELATED TO CORONA VIRUS Page 1 City of Corpus Christi Printed on 5/18/2020 May 19, 2020City Council Meeting Agenda - Final-revised b.OTHER G.MINUTES: H.BOARD & COMMITTEE APPOINTMENTS: I.EXPLANATION OF COUNCIL ACTION: J.CONSENT AGENDA: (ITEMS 1 - 10) 1.20-0611 One-reading ordinance accepting and appropriating Federal Aviation Administration Grant #59 in the amount of $6,521,022 pursuant to the federal Coronavirus Aid, Relief, and Economic Security (CARES) Act for economic relief to eligible U.S. airports affected by the prevention of, preparation for, and response to the COVID-19 pandemic; and declaring an emergency. Sponsors:Aviation Department Consent - Capital Projects 2.20-0560 One-reading ordinance amending the FY 2020 Capital Improvement Program budget for project E11068 Nueces River Raw Water Pump Station in the amount of $771,662 and authorizing the execution of Change Order No. 2 with CSA Construction, Inc. of Houston, Texas, for several additional construction modifications, in the amount of $771,662 for a total restated fee of $13,721,662 located in City Council District 1, with funding available from the FY 2020 Water Capital Improvement Program Budget and the Water Fund. Sponsors:Engineering Services, Utilities Department and Contracts and Procurement Consent - Second Reading Ordinances 3.20-0508 Ordinance authorizing an amendment to the Water Distribution Main Line Extension Construction and Reimbursement Agreement with Esther Ybarra to extend a line to a planned residential property located at 7541 Weber Road; and appropriating $11,929.50 from the Water Distribution Main Trust Fund to reimburse developer. (District 3) Sponsors:Development Services 4.20-0483 Ordinance abandoning and vacating a 5-foot wide by approximately 78-feet long (391 sq. ft.) portion of a 20-foot wide easement in Lot 10, Section 12, Flour Bluff and Encinal Farm and Garden Tracts. (District 4) Sponsors:Development Services 5.20-0562 Ordinance authorizing the delegation of the issuance of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Page 2 City of Corpus Christi Printed on 5/18/2020 May 19, 2020City Council Meeting Agenda - Final-revised Refunding Bonds, Series 2020 for Water and Wastewater Utility improvements in an amount not to exceed $110,000,000 and refunding various series in an amount not to exceed $240,000,000, within set parameters and according to the plan of finance set by the City’s financial advisors to the City Manager, Chief Financial Officer, or Finance Director and authorizing other matters incident and related thereto. Sponsors:Finance & Business Analysis 6.20-0563 Ordinance authorizing the delegation of the issuance of City of Corpus Christi, Texas General Improvement and Refunding Bonds, Series 2020 related to Streets and City Facilities improvements in an amount not to exceed $96,000,000 and refunding various series in an amount not to exceed $94,100,000, within set parameters and according to the plan of finance set by the City’s financial advisors to the City Manager, Chief Financial Officer, or Finance Director and authorizing other matters incident and related thereto. Sponsors:Finance & Business Analysis Consent - Contracts and Procurement 7.20-0544 Motion authorizing a lease-purchase of one directional boring machine from Vermeer Texas-Louisiana, for a total amount of $254,472.60 to be used by Gas Operations to bore holes for natural gas lines, effective upon issuance of letter of acceptance, with FY 2020 funding in the amount of $4,241.21 available through the Gas Fund. Sponsors:Gas Department and Contracts and Procurement General Consent Items 8.20-0427 Resolution authorizing the submission of six grant applications to the Public Safety Office - Homeland Security Grants Division for the Homeland Security Grant Program to prevent terrorism and other catastrophic events in an amount of $423,413.91 for various functions of Public Safety. Sponsors:Fire Department 9.20-0606 Motion to authorize renewal of an agreement with the United Corpus Christi Chamber of Commerce to support the operations and activities of the South Texas Military Task Force during Fiscal Year 2020 with the City contributing funds in an amount of $75,000. Sponsors:Intergovernmental Relations 10.20-0557 Resolution authorizing a developer participation agreement with MPM Development, LP to reimburse developer up to $1,539,418.28 for the City’s share of the cost to construct Iron Throne Drive and Drogon Street. (District 3) Sponsors:Development Services Page 3 City of Corpus Christi Printed on 5/18/2020 May 19, 2020City Council Meeting Agenda - Final-revised K.RECESS FOR LUNCH L.PUBLIC HEARINGS: (ITEMS 11 - 13) 11.20-0456 Zoning Case No. 0320-02, Juan Romero (District 5). Ordinance rezoning property at or near 7614 Slough Road from the “FR” Farm Rural District to the “RS-6” Single-Family 6 District. Planning Commission and Staff recommend Approval. Sponsors:Development Services 12.20-0505 Zoning Case No. 0320-03, Mostaghasi Investment Trust (District 1). Ordinance rezoning property at or near 14206 Leos Court from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. Planning Commission and Staff recommend Approval. Sponsors:Development Services 13.20-0547 Ordinance authorizing the transfer of $590,000.00 from the Sanitary Sewer Collection Line Trust Fund, $310,000.00 from the Water Distribution Main Trust Fund and $375,000.00 from the Water Arterial Transmission and Grid Main Trust Fund to the Sanitary Sewer Trunk Main Trust Fund to meet the funding obligation for a Wastewater Force Main and Lift Station Construction and Reimbursement Agreement with Tamez Development approved by Council on February 18, 2020. Sponsors:Development Services M.REGULAR AGENDA: (NONE) N.FIRST READING ORDINANCES: (ITEMS 14 - 17) 14.20-0540 Ordinance abandoning and vacating a utility easement (5,469 square feet), with dimensions of 10-foot wide for approximately 108-feet and a 20-foot wide for approximately 220-feet, out of Block B-2E, in Cullen Place, located at 542 Airline Road for the construction of a new carwash business on the property. (District 4) Sponsors:Development Services 15.20-0564 Ordinance authorizing the resale of 30 properties for $253,545.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $29,268.51 plus $55,116.93 for partial payment of City paving and demolition liens. Sponsors:Finance & Business Analysis 16.20-0588 Ordinance adding Corpus Christi Bay, Nueces Bay, and recently annexed territory to City Council Districts; and providing for an effective date. Sponsors:City Secretary's Office 17.20-0561 Ordinance appropriating $3,550,000 from the Public Works reserves fund Page 4 City of Corpus Christi Printed on 5/18/2020 May 19, 2020City Council Meeting Agenda - Final-revised balance to the Public Works General Fund Operating Budget; amending the FY 2020 Public Works Arterial and Collector Street Preventative Maintenance Program (SPMP) Budget from $3,440,000 to $6,990,000 and approving the general work plan for FY 2020 for a total amended budget of $6,990,000; with funding available from the FY 2020 Street, Stormwater, Water and Wastewater Funds. Sponsors:Public Works/Street Department O.BRIEFINGS: (ITEM 18) 18.20-0324 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Q1 2020) Sponsors:Corpus Christi Regional Economic Development Corporation and Chief Financial Officer P.EXECUTIVE SESSION: Q.IDENTIFY COUNCIL FUTURE AGENDA ITEMS R.ADJOURNMENT Page 5 City of Corpus Christi Printed on 5/18/2020 CARE’s Act 2020 (Page 1) IP/CJ/LH Legistar No.: 20-0611 Rev. 0 – 06/06/19 AGENDA MEMORANDUM Action Item for the City Council Meeting of May 19, 2020 DATE: May 12, 2020 TO: Peter Zanoni, City Manager THRU: Steve Viera, Assistant City Manager SteveV@cctexas.com (361) 826-3445 FROM: Fred Segundo, Director of Aviation freds@cctexas.com (361) 289-0171 CAPTION: One-reading ordinance accepting and appropriating Federal Aviation Administration Grant #59 in the amount of $6,521,022 pursuant to the federal Coronavirus Aid, Relief, and Economic Security (CARES) Act for economic relief to eligible U.S. airports affected by the prevention of, preparation for, and response to the COVID-19 pandemic; and declaring an emergency. Summary: This ordinance authorizes the acceptance and appropriation of Airport Grant No. 59 totaling $6,521,022 from the United States Federal Aviation Administration (FAA) for economic relief to eligible U.S. airports affected by the prevention of, preparation for , and response to the COVID- 19 pandemic. authorizing the execution of all documents necessary to accept, appropriate, and disburse the funds; to execute all agreements, amendments and all other documents necessary to implement the funding from FAA with organizations for approved airport projects; and declaring an emergency. BACKGROUND AND FINDINGS: On March 27, 2020, President Donald Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (CARES Act) in which the City of Corpus Christi International Airport was eligible for award of a grant of $6,521,022 to support our airport of economic relief to the COVID- 19 pandemic. This grant will assist City of Corpus Christi Aviation Department with expenditures for operating expenses and for airport development / construction (i.e., to award a contract after March 27, 2020),The FAA Regional Office will ensure that such development and use of the grant is consistent with all of the recipient’s prior Federal obligations, meets safety and security standards, Coronavirus Aid, Relief, and Economic Security (CARES) Act Public Law 116-136 Corpus Christi International Airport (CCIA) CARE’s Act 2020 (Page 2) IP/CJ/LH Legistar No.: 20-0611 Rev. 0 – 06/06/19 meets National Environmental Policy Act (NEPA), prevailing wage, Buy American, Veterans’ Preference, and Disadvantaged Business Enterprise Program requirements, and meets other specific requirements under the CARES Act. ALTERNATIVES: If we don’t accept the grant, we will have to seek alternative funding. FISCAL IMPACT: Funding is available through acceptance and appropriation of Grant No. 59 for $6,521,022 through the Airport Capital Fund(s). Funding Detail: Funding details include: Fund: Airport Capital Improvement Program Grants Fund (Fund 3020) Mission Element: Airport Development (ME #274) Projects: CCIA Improve Terminal Building (Project # 20270) Account: Design / Construction (550950 /550910) Activity: 202701593020C 3020 Amount: $4,521,022 Fund: Airport Grant Fund (Fund 1055) Mission Element: Airport Development (ME #274) Projects: CARE’s Act Grant Activity: 826059F 1055 Amount: $2,000,000 RECOMMENDATION: Staff recommends approval of this ordinance to accept and appropriate grant totaling $6,521,022. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant Letter and Agreement One-reading ordinance accepting and appropriating Federal Aviation Administration Grant #59 in the amount of $6,521,022 pursuant to the federal Coronavirus Aid, Relief, and Economic Security (CARES) Act for economic relief to eligible U.S. airports affected by the prevention of, preparation for, and response to the COVID-19 pandemic; and declaring an emergency. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Grant #59 (3-48-0051-059-2020) in the amount of $6,521,022 from the Federal Aviation Administration, awarded pursuant to the federal CARES Act for economic relief to eligible U.S. airports affected by the prevention of, preparation for, and response to the COVID- 19 pandemic, is accepted and appropriated in the No. 3020 Airport Capital Improvement Program Grants Fund and the No. 1055 Airport Grants Fund in the following respective amounts: $4,521,022 and $2,000,000. SECTION 2. The FY2019-2020 Operating and Capital Budget, adopted by Ordinance No. 031870, is amended by increasing revenues and expenditures in the amount of $6,521,022. SECTION 3. Upon the 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 City 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 May, 2020. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor 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, Mayor Council Members The above ordinance was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith AGENDA MEMORANDUM Action Item for the City Council Meeting of May 19, 2020 DATE: May 1, 2020 TO: Peter Zanoni, City Manager THRU: Steve Viera, Assistant City Manager stevev@cctexas.com (361) 826-3445 FROM: Kevin Norton, Director of Water Utilities kevinn@cctexas.com (361) 826-1874 Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 CAPTION: One-reading ordinance amending the FY 2020 Capital Improvement Program budget for project E11068 Nueces River Raw Water Pump Station in the amount of $771,662 and authorizing the execution of Change Order No. 2 with CSA Construction, Inc. of Houston, Texas , for several additional construction modifications, in the amount of $771,662 for a total restated fee of $13,721,662 located in City Council District 1, with funding available from the FY 2020 Water Capital Improvement Program Budget and the Water Fund. SUMMARY: This Change Order addresses several necessary additional scope items and a new bar screen at Pump Building No. 1. BACKGROUND AND FINDINGS: The Nueces River Raw Water Pump Station is comprised of Pump Building No. 1 that was constructed in 1954 and Pump Building No. 2 constructed in 1981. The Pump Station conveys raw water from the Nueces River to the O.N. Stevens Water Treatment Plant (ONSWTP) through dual, 54-inch Nueces River Raw Water Pump Station transmission lines. Each building contains 4 large pump and motor assemblies with associated valves, piping, electrical, controls and other miscellaneous equipment. The current project is intended to re-capitalize the pump station and expand its capacity. Construction Change Order Nueces River Raw Water Pump Station (Bond 2018 Proposition 1 & 2) During the design phase the existing pumps, check valves and mechanical bar screens at Pump Building No. 1 were performing satisfactorily and there was no indication of problems or issues with the existing equipment, so they were not included in the original scope of work or budget. In January 2019, City Council awarded a construction contract to CSA Construction, Inc. in the amount of $12,950,000 to upgrade the pump station. Removing the existing equipment from service during construction allowed better investigation of existing conditions. Additional problem areas were then identified. Since the issuance of the notice to proceed in March 2019, Change Order No. 1 has been administratively approved adding 30 days to the construction duration. The proposed Change Order No. 2 includes nine items. Eight of those nine items add scope that was not included in the original contract. One is a deletion in scope that results in a credit back to the project. The two main new scope items are the AEP Main Power Supply Connection and the Pump Building No. 1 Bar Screen Refurbishment. This AEP Main Power Supply Connection scope of work was not included in the original project scope due to a misunderstanding of responsibility between AEP and the City project team. AEP has taken the position that the required power supply connection is the responsibility of the City. The power supply scope provides a new 4160- volt power feed from the AEP substation to each pump building including a new fuse box, conduits, conductors, and other materials required to provide a complete and usable project. The Pump Building No. 1 Bar Screen scope was not included in the design because, at the time of the design, the bar screens were believed to be in relatively good working condition. Since that time, the West bar screen at Pump Building No. 1 has become inoperable. With the bar screens dewatered during construction, the manufacturer was able to fully inspect them, and it was determined that a full refurbishment of the Pump Building No. 1 west bar screen was required. The full refurbishment includes replacement of all moving components. Additionally, the East bar screen will receive new bearings, shafts, and bushings. A summary of items included in the Change Order is presented below in Table 1. Additional details are available in the supporting documents. Table 1. Change Order No. 2 Cost Proposal Summary COST PROPOSAL TITLE AMOUNT REQUESTED DAYS REASON FOR CHANGE #3 New Ethernet Equipment $6,375 0 Owner Request #4 Additional Power Circuits for Instruments $24,207 13 Design oversight #5 Dewater ONS WTP Splitter Box $19,941 1 Unforeseen #6 AEP Main Power Supply Connection $222,685 15 Unforeseen #7 Pump No. 10 Check Valve Modifications Credit ($17,026) 0 Owner Request #8 Refurbish Existing Pump No. 3 $20,206 1 Unforeseen #9 Pump Building No. 1 Bar Screen Refurbishment $350,008 25 Unforeseen #10 Existing Check Valves Replacement – Pump Building No. 1 $99,889 0 Unforeseen #11 Replace Concrete Slab – West End Pump Building No. 1 $45,377 21 Unforeseen PROPOSAL TOTAL $771,662 76 This Change Order authorizes CSA Construction, Inc., who is currently mobilized at the pump station to continue reconfiguring and refurbishing Pump Building No. 1 & 2 structures, pumps, motors, controls, electrical/mechanical systems, and miscellaneous equipment up to the additional proposed contract amount. If approved, the change order will add 76 calendar days extending the anticipated final completion date from September 2020 to January 2021. PROJECT TIMELINE WITH CHANGE ORDER: The above construction project timeline reflects the remainder of the original contract scope plus this change order. Change Order No.2 will add 76 calendar days to the construction contract and extend final completion from September 2020 to January 2021. ALTERNATIVES: As an alternative to approving this Change Order the City could pursue a new stand-alone construction contract(s) to execute this work. This process would likely result in additional construction cost since the contractor is already mobilized on site. It would also result in delays to implementation of construction items required to achieve a fully operable pump station at the rated capacity. FISCAL IMPACT: This Change Order No. 2 is to reconfigure and refurbish Pump Building No. 1 & 2 structures, pumps, motors, controls, electrical/mechanical systems, and miscellaneous equipment at the 2020 2021 J J A S O N D Jan Construction Nueces River Raw Water Pump Station will result in the additional expenditure of a total amount not to exceed $771,662, which is available from the FY 2020 Water Capital Improvement Program Budget and the Water Fund 4010. Funding Detail: Fund: Water 2020 CIP Fund (Fund #4099) Mission Elem: Treat Water (ME#062) Project No.: Nueces River Raw Water Pump Station (Project #E11068) Account: E11068-01-4099-EXP Activity: Construction (Acct #550910) Amount $431,662 These funds are coming from the various fund balances of other Water CIP project cost savings and will be distributed to this project. Fund: Water Fund (Fund # 4010) Mission Elem: Water Planning (ME#068) Project No.: Nueces River Raw Water Pump Station (Project #E11068) Org: Water Supply Development (Org #30230) Account: Professional Services (Acct #530000) Activity: E11068-01-4010-EXP Amount $340,000 These funds are coming from the Raw Water Supply Development Fund. RECOMMENDATION: Staff recommends approval of this Change Order No. 2 in the amount of $771,662 with CSA Construction, Inc. to reconfigure and refurbish Pump Building No. 1 & 2 structures, pumps, motors, controls, electrical/mechanical systems, and miscellaneous equipment at the Nueces River Raw Water Pump Station. Construction is anticipated to be completed in January 2021. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Change Order No. 2 Summary Change Order No. 2 One-reading ordinance amending the FY 2020 Capital Improvement Program budget for project E11068 Nueces River Raw Water Pump Station in the amount of $771,662 and authorizing the execution of Change Order No. 2 with CSA Construction, Inc. of Houston, Texas, for several additional construction modifications, in the amount of $771,662 for a total restated fee of $13,721,662 located in City Council District 1, with funding available from the FY 2020 Water Capital Improvement Program Budget and the Water Fund. NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Fiscal Year 2020 Capital Improvement Program Budget adopted by Ordinance 031870 is amended to increase the budget in the amount of $771,662, for the Nueces River Raw Water Pump Station project #E11068. SECTION 2. Change Order No. 2 to the Nueces River Raw Water Pump Station project with CSA Construction, Inc. of Houston, Texas, for several additional construction modifications, in the amount of $771,662 is authorized. Section 4. That upon written request of the Mayor of five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon or dinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the 19th day of May, 2020. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor ______ day of , 2020 Corpus Christi, Texas PASSED AND APPROVED on this the _________ day of _________________, 2020 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, _________________________ _________________________ __________________________ _________________________ Joe McComb Mayor _________________________ _________________________ Council Members The above ordinance was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith CHANGE ORDER NO:2 CHANGE ORDER DATE: PROJECT:Nueces River Raw Water Pump Station Improvements PROJECT NUMBER: CONTRACTOR:CSA Construction, Inc.ORIGINAL CONTRACT TIME:548 CD's ENGINEER:Urban Engineering ADDITIONS Cost Proposals 3-6, 8-11 Quantity Unit Unit Price Cost Proposal 3:Ethernet Equipment (RFI 2)1 LS $ 6,375.00 Additional Contract Days due to added scope 0 DAYS $ - Cost Proposal 4:Additional Power Circuits for Instruments (RFI 3)1 LS $ 24,207.00 Additional Contract Days due to added scope 13 DAYS $ - Cost Proposal 5:Dewater Splitter Box (Revised 05/06/20)1 LS $ 19,941.00 Additional Contract Days due to added scope 1 DAYS $ - Cost Proposal 6:Connection to AEP Substation (RFI 11) (Revised 03/04/20)1 LS $ 222,685.00 Additional Contract Days due to added scope 15 DAYS $ - Cost Proposal 8:Refurbish existing Pump #3 at Pump Building #1 (Revised 05/06/20)1 LS $ 20,206.00 Additional Contract Days due to added scope 1 DAYS $ - Cost Proposal 9:Refurbish Existing Mechanical Screen (1 each) @ Pump Building #1 (Revised 05/1 1 LS $ 350,008.00 Additional Contract Days due to added scope 25 DAYS $ - Cost Proposal 10:Replace Existing 24" & 30" Check Valves @ Pump Bldg. #1 (Revised 05/05/20)1 LS $ 99,889.00 Additional Contract Days due to added scope 0 DAYS $ - Cost Proposal 11:Replace Existing Concrete Slab @ Pump Bldg. #1 (RFI #23) (Revised 05/01/20)1 LS $ 45,377.00 Additional Contract Days due to added scope 21 DAYS $ - Additions Total: DELETIONS Cost Proposal 7 Quantity Unit Unit Price Cost Proposal 7:Revisions to Check Valve on Pump #10 1 FPP $ (17,026.00) Additional Contract Days due to added scope 0 DAYS $ - Deletions Total: Additional Calendar Days requested 76 NET TOTAL OF THIS CHANGE ORDER: Cost Proposal No. 3 - Adding and replacing the modules will improve the communication network between the Nueces River Pump Station and ONS WTP. Cost Proposal No. 7 - This check valve which is relitavely new needs the existing lever and weight with air cushion equipment replaced to match other existing check valves. Total Cost Proposal No. 5 - Isolation of water flow was not obtained due to valve malfunction requiring a set up to dewater and maintain low water level at Splitter Box allowing Contractor to proceed with inserting a temporary isolation air plug. Cost Proposal No. 4 - Plans did not provide required information on the power supply to the flow instruments. New scope is to provide conduit and wire from power panels which will provide 120 power supply to the instruments. Cost Proposal No. 6 - This change order is to provide compensation to AEP for duct bank inside their substation fence line which also require new conductors and new fuse holders. Do to high voltage area all excavation must be done by hand by a licensed and certified contractor through AEP. Cost Proposal No. 8 - Pumps No. 3 & 4 at Pump Building No. 1 need to be refurbished due to loss of metal thickness. Reports recommend refurbishment in order to restore metal loss. This cost also includes loading and unloading pumps, transporting to shop and replacement of the top shaft and packing gland hardware. There is no refurbishment on pump No. 4. Cost Proposal No. 11 - Existing foundation to pump building #1 was found to be critical condition after contractor exposed the concrete. Existing interior beams have large voids and the lower reinforced steel mat is exposed to the environment. Recommendation is to replace the foundation due to deterioration. Cost Proposal No. 10 - Due to corrosion build up on the 24” and the 30” check valves on the interior body components it is recommended to replace both valves due to no possible guarantee tht refurbishing will be adequate for durability. Modifications are required on the line in order to replace the 30” check valve. This would include a reducer fitting with the new 30” check valve with air cushion. Cost Proposal No. 9 - The Pump Building No. 1 West bar screen is currently non-operational and has been for the last 5 years. The manufacturer’s recommendation is to refurbish the existing bar screen which includes replacement of all moving components with the latest system components. In addition the Pump Building No. 1 East bar screen is in need of maintenance which will include the replacement of bearings, shafts and bushings. Why was this Change necessary: The compensation agreed upon in this Change Order is full, complete and final payment for all costs the Contractor may incur as a result of or relating to this change whether said costs are known, unknown, foreseen or unforseen at this time, including without limitation, any cost for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of this Change Order. Make the following additions, modifications or deletions to the work described in the Contract Documents: $ 771,662.00 CITY OF CORPUS CHRISTI ENGINEERING SERVICES CHANGE ORDER 5/8/2020 E11068 $ 6,375.00 $ (17,026.00) $ (17,026.00) $ 24,207.00 $ - $ - $ - $ 788,688.00 $ 350,008.00 $ 19,941.00 $ 222,685.00 $ - $ - $ 20,206.00 $ - $ - $ 99,889.00 $ - $ 45,377.00 $ - Total Page 1 of 2 CHANGE ORDER NO:2 CHANGE ORDER DATE: PROJECT:Nueces River Raw Water Pump Station Improvements PROJECT NUMBER: CONTRACTOR:CSA Construction, Inc.ORIGINAL CONTRACT TIME:548 CD's ENGINEER:Urban Engineering CITY OF CORPUS CHRISTI ENGINEERING SERVICES CHANGE ORDER 5/8/2020 E11068 Original Contract Amount Total Change Order Contingency Amount (25%) Remaining Available Contingency Amount (including this CO) Previously Approved Change Order Amount Proposed Change Order Amount Revised Contract Amount Percent of Total Change Orders (including this CO) Original Contract Time for Substantial Completion CD's Notice to Proceed Date Original Substantial Completion Date Previously Approved Change Order Time CD's Additional Time on This Change Order CD's Revised Contract Time for Substantial Completion CD's Revised Substantial Completion Date REVIEWED BY: Urban Engineering REQUESTED BY: CSA Construction, Inc. Engineer Date Tim Robertson Date Project Manager FUND: RECOMMENDED BY:ACCOUNT: Brett Van Hazel Date ACTIVITY: Construction Engineer AMOUNT: RECOMMENDED BY:APPROVED BY: Date Date Director of Engineering Services Chief of Staff RECOMMENDED BY: Eddie Houlihan, Director Date Kent Mcilyar Date Management and Budget Assistant City Attorney Water Fund 4010Water 2020 3/1/2019 $ 12,950,000.00 $ 3,237,500.00 $ 2,465,838.00 APPROVED AS TO FORM: 4099-041 4010-30230-068 550910 530000 E11068-01-4099-EXP E11068-01-4010-EXP Michael Rodriguez $ - $ 771,662.00 $ 13,721,662.00 5.96% 548 CITY OF CORPUS CHRISTI Jeffrey Edmonds, P.E. 8/30/2020 30 76 654 12/14/2020 n/a Page 2 of 2 TTTTTTiTimTTTTTTTTTTTTTTTTTTTi Robertson 5-12-2020 Brett Van Hazel Digitally signed by Brett Van Hazel Date: 2020.05.12 16:08:35 -05'00' CSA Construction, Inc. / General Contractors 3KRQH 0F$OOLVWHU5RDG )D[+RXVWRQ7H[DV 5H &LW\RI&RUSXV&KULVWL (1XHFHV5LYHU5DZ:DWHU3XPS6WDWLRQ,PSURYHPHQWV &6$-RE &KDQJH2UGHU&RVW3URSRVDO 7LWOH1HZ(WKHUQHW(TXLSPHQW $PRXQWRI&RVW3URSRVDO &6$&216758&7,21,1& 5HTXHVWHG%\'DWH 7LP5REHUWVRQ 3URMHFW0DQDJHU &,7<2)&25386&+5,67, $SSURYHG%\'DWH 6LJQDWXUH 3ULQWHG1DPH 7LWOH (QFORVXUHV 7777LP 5REHUWVRQ Brett Van Hazel Digitally signed by Brett Van Hazel Date: 2020.05.06 11:12:34 -05'00' &6$&216758&7,21,1& &,7<2)&25386&+5,67,(18(&(65,9(55$::$7(5380367$7,21,03529(0(176 &+$1*(25'(5(7+(51(7(48,30(175(5), 7$;$%/( (;(037 ,7(0 '(6&5,37,21 /$%25 68%0$75 68%0$75 727$/ 9(1'25 $'',7,21$/68%&2175$&725 &26766&, 35,0(&21752/6 6&, BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB &+(&. 68%727$/ ',5(&7-2%&2676 /$%25%85'(1 6$/(67$; %/'565,6. PRQWKV 2:1(56/,$%,/,7<,1685$1&( 12 %8,/',1*3(50,7 12 7;:,1 12 %21' <($50$,17(1$1&(%21' 12 <($5:$55$17< 12 :$55$17<67$57#),1$/ 12 68%727$/ 2+ 3 68%727$/ 727$/ $'',7,21$/&$/(1'$5'$<65(48(67(' &$/'$<6 35(3$5('%<752%(57621&6$&216758&7,21,1& CONTACT: PHONE: FAX: TOTAL $5,742.10 Additional Days: 2. Any other materials or equipment not specifically listed on this Proposal This Proposal may expire in 30 days or upon written retraction by SCI. If you have any questions regarding this Proposal, please give me a call. This Proposal is the result of interpretation of the Engineer's Responseto RFI 002. Further interpretation or changes to the scope of work, as currently provided in this Proposal could result in additional monetary amount(s) required to incorporate the changes. 0 additional days are required for this work from the date a CSA signed Change Order and Notice to Proceed with this work is received, subject to availability of personnel when signed Change Order is received, to the extent personnel are unavailable, the time extension will/must be extended to the extent necessary to allow personnel availablity for this work and arrival of the equipment and materials. System Control & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 830-420-3392 (Office) 830-420-3395 (Fax) P R O P O S A L SUBMITTED TO: Houston, TX 77092 CSA Construction, Inc. Tim Robertson 2314 McAllister Road PROJECT NAME:Nueces River Raw Water Pump Station Improvements Change Order 001 EXCLUSIONS: Ecommuicaitons equipment additons and deletions as found in Prime Controls COR, attached. NOTE: 1. Sales tax. SCOPE OF WORK: Ethernet Equipment per RFI 002 Response Date Dennis Trammell Project Manager 5/21/2019 SUBMITTED BY:System Control & Instrumentation, Ltd Ethernet Equipment per RFI 002 Response PAGE 1 Description Ref Ref Amount Op Rate Amount Material Total= Mat Total 0.00 x 1.00 0.00 Instrumentation & Controls Mat Total 5,317.92 x 1.00 0.00 Subtotal Misc. Expenses= Lodging Calc/Days x 100.00 0.00 Meals Calc/Days x 45.00 0.00 Shipping Costs 0.00 Submittals & O&M Manuals Calc 0.00 x 33.00 0.00 Testing Calc 0.00 x 45.00 0.00 Training Calc 0.00 x 45.00 0.00 Drawings Calc 0.00 x 33.00 0.00 Purchase Agent Calc 0.00 x 40.00 0.00 Procurement Calc 0.00 x 20.00 0.00 Project Manager Calc 1.00 x 95.00 95.00 Subtotal Direct Labor= Electrician Lab Total 0.00 x 45.00 0.00 Superintendent Calc 0.00 x 65.00 0.00 Instrument tech Lab Total 0.00 x 75.00 0.00 Programmer Calc 0.00 x 90.00 0.00 Estimator Calc 0.00 x 60.00 0.00 Hrs. Total 0.00 Subtotal Direct Job Exp= Labor Burden Labor Total 95.00 % 35.00 33.25 Labor Adjustment, Elevated Work 10'-20' 0.00 Equipment 0.00 Equipment Fuel 0.00 Tools Expendable Mat + Labor Total 95.00 % 0.00 0.00 Prcurement Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Procurement Truck Expence 35 per day 0.00 35.00 0.00 Electrician/Supervisor/IC Tech Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Electrician/Supervisor/IC Tech Truck Expence 35 per day 0.00 35.00 0.00 Programmer Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Programmer Truck Expence 35 per day 0.00 35.00 0.00 Subtotal Liability & Builters Risk Insurance 128.25 % 2.00 2.57 130.82 Job Subtotal OVERHEAD Job Subtotal 130.82 % 10.00 13.08 143.90 Job Total PROFIT Job Subtotal 143.90 % 10.00 14.39 JOB TOTAL + PROFIT 158.29 SUBCONTRACTOR WORK 5,317.92 Job Total PROFIT SUBCONTRACTOR WORK Job Subtotal 5,317.92 % 5.00 265.90 JOB TOTAL + PROFIT 5,742.10 Job Subtotal Payment & Performance Bond Job Total 5,742.10 % 0.00 0.00 BID TOTAL $5,742.10 System Controls & Instrumentation, Ltd. 5404 FM 1044 New Braunfels, TX 78130 Phone: (830) 420-3392 Fax: (830) 420-3395 1960027-NRRW C001.xlsm Page 1 of 3 Rev B, 01/24/2018 App. John A. Brau Date: May 21, 2019 Attn: Dennis, 1. 3. 4,624.28$ 693.64$ Total $5,317.92 1 CONTRACT DRAWINGS Prime Controls is please to provide thie change order to furnish all supervision, labor tools and materiasl to complete this change order in accordance to project requirements Change Order Request No.: Source: Scope of Work Furnish and install (2) two Ethernet communcaiton modules for PLC-4120 & PLC-4110 Furnish and install (2) RedLion Din Rail communication module PLC-4120 & PLC-4110 Change Order Request PLC RACK CONFIGURATION 5404 FM 1044 New Braunfels TX 78130 Dennis Trammell NRRWA 5699-00000005 To: Address: Subject: Project Name: Contract No.: SCI Sub-Total Cost Breakdown Materials Markup (15%) 1960027-NRRW C001.xlsm Page 2 of 3 Rev B, 01/24/2018 App. John A. Brau Clarifications 1. 2. Schedule N/A Attachments 1. Should you have any questions regarding this change order request please feel free to contact us. Sincerely, Prime Controls, LP Project Manager Prior to commencement of work, Prime Controls requests an executed copy of this change order request. We expect this change will be accepted in a timely manner. Prime Controls is not liable for schedule delays associated with this change in the scope of work. Number of additional calendar days requested for this change proposal from the date of notice to proceed. Proposal Approval 1756-EN2T data sheet Our Proposal is valid for 15 days from the date of this letter. Pricing is subject to change based on approval date. Approved By: Date: 1960027-NRRW C001.xlsm Page 3 of 3 Rev B, 01/24/2018 App. John A. Brau Date Submitted:………………………………………………………………………5/21/2019 Project Name:……………………………………………………………………. Contract or Subcontract Number:……………………………………………….. PC Change Request Proposal Number:…………………………………………… QTY Unit Price Ext Price 2 2,730.67$ 5,461.34$ 2 (2,060.00)$ (4,120.00)$ 2 1,596.13$ 3,192.26$ 90.67$ 4,624.28$ Cost Recap 4,624.28$ 693.64$ 5,317.92$ 5,317.92$ Subtotal Material Cost: Itemized Breakdown Change Request Proposal Source of Change Material Freight CONTRACT DRAWINGS Controlloogix Ethernet Communications Module 1756-EN2T Prosoft communication Module MVI56E-MCM RedLion DSPX0000 Din Rail Communication Module Subtotal Direct Costs Subtotal: Overhead & Profit Charge ( 15%) 5699-00000005 NRRWA 1 Total COR Amount: CSA Construction, Inc. / General Contractors 3KRQH 0F$OOLVWHU5RDG )D[+RXVWRQ7H[DV 5H &LW\RI&RUSXV&KULVWL (1XHFHV5LYHU5DZ:DWHU3XPS6WDWLRQ,PSURYHPHQWV &6$-RE &KDQJH2UGHU&RVW3URSRVDO 7LWOH$GGLWLRQDO3RZHU&LUFXLWVIRU,QVWUXPHQWV $PRXQWRI&RVW3URSRVDO &6$&216758&7,21,1& 5HTXHVWHG%\'DWH 7LP5REHUWVRQ 3URMHFW0DQDJHU &,7<2)&25386&+5,67, $SSURYHG%\'DWH 6LJQDWXUH 3ULQWHG1DPH 7LWOH (QFORVXUHV 7LP 5REHUWVRQ Brett Van Hazel Digitally signed by Brett Van Hazel Date: 2020.05.06 11:12:01 -05'00' &6$&216758&7,21,1& &,7<2)&25386&+5,67,(18(&(65,9(55$::$7(5380367$7,21,03529(0(176 &+$1*(25'(55(9$'',7,21$/32:(5&,5&8,76)25,167580(1765(5), 7$;$%/( (;(037 ,7(0 '(6&5,37,21 /$%25 68%0$75 68%0$75 727$/ 9(1'25 $'',7,21$/68%&2175$&725 &26766&, 35,0(&21752/6 6&, BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB &+(&. 68%727$/ ',5(&7-2%&2676 /$%25%85'(1 6$/(67$; %/'565,6. PRQWKV 2:1(56/,$%,/,7<,1685$1&( 12 %8,/',1*3(50,7 12 7;:,1 12 %21' <($50$,17(1$1&(%21' 12 <($5:$55$17< 12 :$55$17<67$57#),1$/ 12 68%727$/ 2+ 3 68%727$/ 727$/ 5(9 $'',7,21$/&$/(1'$5'$<65(48(67(' &$/'$<6 35(3$5('%<752%(57621&6$&216758&7,21,1& CONTACT: PHONE: FAX: TOTAL $22,736.99 Additional Days: 2. Any other materials or equipment not specifically listed on this Proposal This Proposal may expire in 30 days or upon written retraction by SCI. If you have any questions regarding this Proposal, please give me a call. 1. Sales tax. SCOPE OF WORK: REV 1 RFI 003 Additional Power Circuits for Instruments Date Dennis Trammell Project Manager 12/5/2019 SUBMITTED BY:System Control & Instrumentation, Ltd CSA Construction, Inc. Tim Robertson 2314 McAllister Road PROJECT NAME:Nueces River Raw Water Pump Station Improvements Change Order 003 EXCLUSIONS: REV 1: Revise material to reflect transmitter relocation to ground floor. Addition of materials by Prime Contros and SCI to provide power to instruments, as identified in RFI 003 Response. NOTE: This Proposal is the result of the RFI 003 Response. Further interpretation or changes to the scope of work, as currently provided in this Proposal could result in additional monetary amount(s) required to incorporate the changes. 13 additional days are required for this work from the date a CSA signed Change Order and Notice to Proceed with this work is received, subject to availability of personnel when signed Change Order is received, to the extent personnel are unavailable, the time extension will/must be extended to the extent necessary to allow personnel availablity for this work and arrival of the equipment and materials. System Control & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 830-420-3392 (Office) 830-420-3395 (Fax) P R O P O S A L SUBMITTED TO: Houston, TX 77092 REV 1 RFI 003 Additional Power Circuits for Instruments PAGE 1 Description Ref Ref Amount Op Rate Amount Material Total= Mat Total 5,334.10 x 1.00 5,334.10 Prime Controls Mat Total 1,078.00 x 1.00 0.00 Subtotal Misc. Expenses= Lodging Calc/Days x 100.00 0.00 Meals Calc/Days x 45.00 0.00 Shipping Costs 0.00 Submittals & O&M Manuals Calc 0.00 x 33.00 0.00 Testing Calc 0.00 x 45.00 0.00 Training Calc 0.00 x 45.00 0.00 Drawings Calc 0.00 x 33.00 0.00 Purchase Agent Calc 0.00 x 40.00 0.00 Procurement Calc 0.00 x 20.00 0.00 Project Manager Calc 1.00 x 95.00 95.00 Subtotal Direct Labor= Electrician Lab Total 163.16 x 45.00 7,341.98 Superintendent Calc 16.32 x 65.00 1,060.51 Instrument tech Lab Total 0.00 x 75.00 0.00 Programmer Calc 0.00 x 90.00 0.00 Estimator Calc 0.00 x 60.00 0.00 Hrs. Total 179.47 Subtotal Direct Job Exp= Labor Burden Labor Total 8,497.48 % 35.00 2,974.12 Labor Adjustment, Elevated Work 10'-20' 0.00 Equipment, Personnel Telscopic Reach 1,800.00 Equipment Fuel 0.00 Tools Expendable Mat + Labor Total 13,831.58 % 0.00 0.00 Prcurement Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Procurement Truck Expence 35 per day 0.00 35.00 0.00 Electrician/Supervisor/IC Tech Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Electrician/Supervisor/IC Tech Truck Expence 35 per day 0.00 35.00 0.00 Programmer Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Programmer Truck Expence 35 per day 0.00 35.00 0.00 Article 13.01 C. 4 Allowances 100.00 Subtotal Liability & Builters Risk Insurance 18,705.70 % 0.00 0.00 18,705.70 Job Subtotal OVERHEAD Job Subtotal 18,705.70 % 10.00 1,870.57 20,576.27 Job Total PROFIT Job Subtotal 20,576.27 % 5.00 1,028.81 JOB TOTAL + PROFIT 21,605.09 SUBCONTRACTOR WORK 1,078.00 Job Total PROFIT SUBCONTRACTOR WORK Job Subtotal 1,078.00 % 5.00 53.90 JOB TOTAL + PROFIT 22,736.99 Job Subtotal Payment & Performance Bond Job Total 22,736.99 % 0.00 0.00 BID TOTAL $22,736.99 System Controls & Instrumentation, Ltd. 5404 FM 1044 New Braunfels, TX 78130 Phone: (830) 420-3392 Fax: (830) 420-3395 REV 1 RFI 003 Additional Power Circuits for Instruments Page 3 Material Material Material Labor Labor Labor Item QTY Unit Adj Extended Unit Adj Extended 1/4X2-1/4 WEDGE ANCHOR 40 1.5 1.00 $60.00 0.3 1.00 12.00 ALUM CONDUIT 1020 2.78 1.00 $2,835.60 0.0555 1.00 56.61 ALUM LB W/CVR & GASK 25 19.42 1.00 $485.50 0.525 1.00 13.13 LOCKNUT 10 0.24 1.00 $2.40 0.045 1.00 0.45 ALUM COUPLING 20 6.07 1.00 $121.40 0.15 1.00 3.00 ALUM MYERS HUBS 10 7.38 1.00 $73.80 0.45 1.00 4.50 FENDER WASHER 50 0.31 1.00 $15.50 0.015 1.00 0.75 CHANNEL 12GA 1-5/8'' 40 9.25 1.00 $370.00 0.15 1.00 6.00 ALUM STRUT STRAPS 100 1.94 1.00 $194.00 0.045 1.00 4.50 LIQUIDTITE CONDUIT 20 2.82 1.00 $56.40 0.03 1.00 0.60 LIQUIDTITE ANGLE CON 10 9.16 1.00 $91.60 0.18 1.00 1.80 LIQUIDTITE STR CONN 10 7.31 1.00 $73.10 0.15 1.00 1.50 #12 STR CU 3,360 0.18 1.00 $604.80 0.0045 1.00 15.12 CUT AND THREAD 50 1.00 $0.00 0.75 1.00 37.50 PANEL PENETRATIONS 10 1.00 $0.00 0.525 1.00 5.25 MISC MATERIALS 1 $350.00 1.00 $350.00 0.450 1.00 0.45 1.00 $0.00 0.700 1.00 0.00 1.00 $0.00 0.300 1.00 0.00 1.00 $0.00 0.150 1.00 0.00 1.00 $0.00 1.000 1.00 0.00 1.00 $0.00 0.230 1.00 0.00 1.00 $0.00 1.500 1.00 0.00 Total Materials: $5,334.10 Total Labor:163.16 System Controls & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 1960027-NRRW C002.xlsm Page 1 of 3 Rev B, 01/24/2018 App. John A. Brau Date: June 21, 2019 Attn: Dennis, 1. 2. 25.71$ Labor 911.67$ 140.61$ Total $1,078.00 2 RFI-003 Power Circuits Response Prime Controls is please to provide thie change order to furnish all supervision, labor tools and materiasl to complete this change order in accordance to project requirements Change Order Request No.: Source: Scope of Work Redline drawings to acomodae 120vac power distribution feed for the following field instruments: PLC-4110 ::: LIT-4111 / LIT-4112 / FIT-4110 / FIT-4111 PLC-4120 ::: LIT-4120 / LIT-4121 / FIT-4121 / FIT-4122 / FIT-4123 / FIT-4124 Additional panel material for 120VAc distribution circuits Change Order Request 120Vac Distribution for Instrumentation PLC4110 & PLC41120 5404 FM 1044 New Braunfels TX 78130 Dennis Trammell NRRWA 5699-00000005 To: Address: Subject: Project Name: Contract No.: SCI Sub-Total Cost Breakdown Materials Markup (15%) 1960027-NRRW C002.xlsm Page 2 of 3 Rev B, 01/24/2018 App. John A. Brau Clarifications 1. 2. Schedule N/A Attachments 1. Should you have any questions regarding this change order request please feel free to contact us. Sincerely, Prime Controls, LP Project Manager Prior to commencement of work, Prime Controls requests an executed copy of this change order request. We expect this change will be accepted in a timely manner. Prime Controls is not liable for schedule delays associated with this change in the scope of work. Number of additional calendar days requested for this change proposal from the date of notice to proceed. Proposal Approval 1756-EN2T data sheet Our Proposal is valid for 15 days from the date of this letter. Pricing is subject to change based on approval date. Approved By: Date: 1960027-NRRW C002.xlsm Page 3 of 3 Rev B, 01/24/2018 App. John A. Brau Date Submitted:………………………………………………………………………6/21/2019 Project Name:……………………………………………………………………. Contract or Subcontract Number:……………………………………………….. PC Change Request Proposal Number:…………………………………………… QTY Unit Price Ext Price 62.56$ 15.36$ 60.82$4.92$ 60.82$4.92$ 0.50$ 25.71$ 16 840.64$ 2 71.03$ Cost Recap 937.39$ 140.61$ 1,078.00$ 1,078.00$ Subtotal Material Cost: Itemized Breakdown Change Request Proposal Source of Change Material Freight RFI-003 Power Circuits Response Terminal Block 3045100 Fused Terminal Block 3047701 White Terminal Block 3046223 Green Yellow Documentation Specialist Drafter Subtotal Direct Costs Subtotal: Overhead & Profit Charge ( 15%) 5699-00000005 NRRWA 2 Total COR Amount: CSA Construction, Inc. / General Contractors 3KRQH 0F$OOLVWHU5RDG )D[+RXVWRQ7H[DV 5H &LW\RI&RUSXV&KULVWL (1XHFHV5LYHU5DZ:DWHU3XPS6WDWLRQ,PSURYHPHQWV &6$-RE &KDQJH2UGHU&RVW3URSRVDO 7LWOH'HZDWHU216:736SOLWWHU%R[ $PRXQWRI&RVW3URSRVDO &6$&216758&7,21,1& 5HTXHVWHG%\'DWH 7LP5REHUWVRQ 3URMHFW0DQDJHU &,7<2)&25386&+5,67, $SSURYHG%\'DWH 6LJQDWXUH 3ULQWHG1DPH 7LWOH (QFORVXUHV 7L 5 EW Brett Van Hazel Digitally signed by Brett Van Hazel Date: 2020.05.07 08:20:10 -05'00' ŝƚǇŽĨŽƌƉƵƐŚƌŝƐƚŝ ϭϭϬϲϴEƵĞĐĞƐZŝǀĞƌZĂǁtĂƚĞƌWƵŵƉ^ƚĂƚŝŽŶ ^ƵŵŵĂƌǇĨŽƌŚĂŶŐĞKƌĚĞƌWƌŽƉŽƐĂůηϱͲĞǁĂƚĞƌ^ƉůŝƚƚĞƌŽǆĂƚKE^tdW;ϯͲϭϲͲϮϬϮϬͿ ĞƐĐƌŝƉƚŝŽŶ dŽƚĂů 'ĞŶĞƌĂůŽŶƚƌĂĐƚŽƌ;^ŽŶƐƚƌƵĐƚŝŽŶͿ Ψϭϴ͕ϲϱϲ͘ϬϬ ^ƵďĐŽŶƚƌĂĐƚŽƌ;^ǇƐƚĞŵŽŶƚƌŽůƐΘ/ŶƐƚƌƵŵĞŶƚĂƚŝŽŶͿ Ψϭ͕Ϯϴϱ͘ϬϬ dKd>&KZ,E'KZZWZKWK^>ηϱ Ψϭϵ͕ϵϰϭ͘ϬϬ EŽƚĞƐͬǆĐůƵƐŝŽŶƐͬŽŶĚŝƚŝŽŶƐ͗ ϭ͘ĚĚŝƚŝŽŶĂůŽŶƚƌĂĐƚdŝŵĞZĞƋƵĞƐƚĞĚĨŽƌŚĂŶŐĞKƌĚĞƌWƌŽƉŽƐĂůηϱ͗KŶĞ;ϭͿĂůĞŶĚĂƌĂǇ͘ &,7<2)&25386&+5,67, (18(&(65:36 &+$1*(25'(5352326$/'(:$7(563/,77(5%2;$7216:73*(1(5$/&2175$&725 *(1(5$/6800$5< 7$;$%/( (;(037 ,7(0 '(6&5,37,21 /$%25 68%0$75 68%0$75 727$/ 9(1'25 *(1(5$/&21',7,216 '(:$7(563/,77(5%2;&6$ /$%25 '(:$7(563/,77(5%2;5(17$/ (48,30(17 &+(&. 68%727$/ ',5(&7-2%&2676 /$%25%85'(1 6$/(67$; %/'565,6. 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PRQWKV 2:1(56/,$%,/,7<,1685$1&( 12 %8,/',1*3(50,7 121( 7;:,1 12 %21' <($50$,17(1$1&(%21' 12 <($5:$55$17< 12 :$55$17<67$57#),1$/ 12 68%727$/ 2+ 3 68%727$/ 68&2175$&725727$/&+$1*(25'(5352326$/5(9 E11068 - Chg Order Proposal #5 - Dewater Jct Box at ONSWTP Page 10 of 13 CONTACT: PHONE: FAX: TOTAL $1,206.15 Additional Days: 2. Any other materials or equipment not specifically listed on this Proposal This Proposal may expire in 30 days or upon written retraction by SCI. If you have any questions regarding this Proposal, please give me a call. 1. Sales tax. SCOPE OF WORK: REV 2 Time and Materials ONS Splitter Box Temp Motor Connect and Disconnect Date Dennis Trammell Project Manager 1/10/2020 SUBMITTED BY:System Control & Instrumentation, Ltd CSA Construction, Inc. Tim Robertson 2314 McAllister Road PROJECT NAME:Nueces River Raw Water Pump Station Improvements Change Order 005 EXCLUSIONS: Connect and disconnect temporary motor with leads, provided by others, to an existing breaker in an existing panel at O.N. Stevens WTP. NOTE:This Proposal is the result of a request by CSA Construction. Further interpretation or changes to the scope of work, as currently provided in this Proposal could result in additional monetary amount(s) required to incorporate the changes. 1 additional days are required for this work from the date a CSA signed Change Order and Notice to Proceed with this work is received, subject to availability of personnel when signed Change Order is received, to the extent personnel are unavailable, the time extension will/must be extended to the extent necessary to allow personnel availablity for this work and arrival of the equipment and materials. System Control & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 830-420-3392 (Office) 830-420-3395 (Fax) P R O P O S A L SUBMITTED TO: Houston, TX 77092 E11068 - Chg Order Proposal #5 - Dewater Jct Box at ONSWTP Page 11 of 13 REV 2 Time and Materials ONS Splitter Box Temp Motor Connect and Disconnect PAGE 1 Description Ref Ref Amount Op Rate Amount Material Total= Mat Total 100.00 x 1.00 100.00 Prime Controls Mat Total 0.00 x 1.00 0.00 Subtotal Misc. Expenses= Lodging Calc/Days x 100.00 0.00 Meals Calc/Days x 45.00 0.00 Shipping Costs 0.00 Submittals & O&M Manuals Calc 0.00 x 33.00 0.00 Testing Calc 0.00 x 45.00 0.00 Training Calc 0.00 x 45.00 0.00 Drawings Calc 0.00 x 33.00 0.00 Purchase Agent Calc 0.00 x 40.00 0.00 Procurement Calc 0.00 x 20.00 0.00 Project Manager Calc 1.00 x 95.00 95.00 Subtotal Direct Labor= Electrician Lab Total 11.00 x 45.00 495.00 Foreman Calc 1.10 x 65.00 71.50 Instrument tech Lab Total 0.00 x 75.00 0.00 Programmer Calc 0.00 x 90.00 0.00 Estimator Calc 0.00 x 60.00 0.00 Hrs. Total 12.10 Subtotal Direct Job Exp= Labor Burden Labor Total 661.50 % 35.00 231.53 Labor Adjustment, Elevated Work 10'-20' 0.00 Equipment, Personnel Telscopic Reach 0.00 Equipment Fuel 0.00 Tools Expendable Mat + Labor Total 761.50 % 0.00 0.00 Prcurement Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Procurement Truck Expence 35 per day 0.00 35.00 0.00 Electrician/Supervisor/IC Tech Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Electrician/Supervisor/IC Tech Truck Expence 35 per day 0.00 35.00 0.00 Programmer Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Programmer Truck Expence 35 per day 0.00 35.00 0.00 Article 13.01 C. 4 Allowances 40.92 Subtotal Liability & Builters Risk Insurance 1,033.95 % 1.00 10.34 1,044.28 Job Subtotal OVERHEAD Job Subtotal 1,044.28 % 10.00 104.43 1,148.71 Job Total PROFIT Job Subtotal 1,148.71 % 5.00 57.44 JOB TOTAL + PROFIT 1,206.15 SUBCONTRACTOR WORK 0.00 Job Total PROFIT SUBCONTRACTOR WORK Job Subtotal 0.00 % 5.00 0.00 JOB TOTAL + PROFIT 1,206.15 Job Subtotal Payment & Performance Bond Job Total 1,206.15 % 0.00 0.00 BID TOTAL $1,206.15 System Controls & Instrumentation, Ltd. 5404 FM 1044 New Braunfels, TX 78130 Phone: (830) 420-3392 Fax: (830) 420-3395 E11068 - Chg Order Proposal #5 - Dewater Jct Box at ONSWTP Page 12 of 13 REV 2 Time and Materials ONS Splitter Box Temp Motor Connect and Disconnect Page 3 Material Material Material Labor Labor Labor Item QTY Unit Adj Extended Unit Adj Extended PREP & PRELIMINARY WORK 2 1.00 $0.00 1.000 1.00 2.00 11/4 ROY PORTALES 8 1.00 $0.00 1.000 1.00 8.00 VEHICLE AND MATERIALS 1 $100.00 1.00 $100.00 1.000 1.00 1.00 1.00 $0.00 0.000 1.00 0.00 1.00 $0.00 0.000 1.00 0.00 Total Materials: $100.00 Total Labor:11.00 System Controls & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 E11068 - Chg Order Proposal #5 - Dewater Jct Box at ONSWTP Page 13 of 13 CSA Construction, Inc. / General Contractors 3KRQH 0F$OOLVWHU5RDG )D[+RXVWRQ7H[DV 5H &LW\RI&RUSXV&KULVWL (1XHFHV5LYHU5DZ:DWHU3XPS6WDWLRQ,PSURYHPHQWV &6$-RE &KDQJH2UGHU&RVW3URSRVDO 7LWOH$(30DLQ3RZHU6XSSO\&RQQHFWLRQ $PRXQWRI&RVW3URSRVDO &6$&216758&7,21,1& 5HTXHVWHG%\'DWH 7LP5REHUWVRQ 3URMHFW0DQDJHU &,7<2)&25386&+5,67, $SSURYHG%\'DWH 6LJQDWXUH 3ULQWHG1DPH 7LWOH (QFORVXUHV 77777777777LP 5REHUWVRQ Brett Van Hazel Digitally signed by Brett Van Hazel Date: 2020.05.06 11:24:30 -05'00' &6$&216758&7,21,1& &,7<2)&25386&+5,67,(18(&(65,9(55$::$7(5380367$7,21,03529(0(176 &+$1*(25'(5&211(&7,2172$(368%67$7,215(5), 7$;$%/( (;(037 ,7(0 '(6&5,37,21 /$%25 68%0$75 68%0$75 727$/ 9(1'25 $'',7,21$/68%&2175$&725 &2676,QFOXGHV$OO6XEFRQWUDFWRU &RVWVIURP6&,0DV7HF 0RUODQGW 6&, BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB &+(&. 68%727$/ ',5(&7-2%&2676 /$%25%85'(1 6$/(67$; %/'565,6. PRQWKV 2:1(56/,$%,/,7<,1685$1&( 12 %8,/',1*3(50,7 12 7;:,1 12 %21' <($50$,17(1$1&(%21' 12 <($5:$55$17< 12 :$55$17<67$57#),1$/ 12 68%727$/ 2+ 3 68%727$/ 727$/ $'',7,21$/&$/(1'$5'$<65(48(67(' &$/'$<6 35(3$5('%<752%(57621&6$&216758&7,21,1& 5(9,6(' CONTACT: PHONE: FAX: TOTAL $208,936.51 Additional Days: 2. Any other materials or equipment not specifically listed on this Proposal This Proposal may expire in 30 days or upon written retraction by SCI. If you have any questions regarding this Proposal, please give me a call. 1. Sales tax. SCOPE OF WORK: REV 3 AEP Substation Underground Duct Bank(s) and Related Work CSA Construction, Inc. Tim Robertson 2314 McAllister Road PROJECT NAME:Nueces River Raw Water Pump Station Improvements Change Order 002 EXCLUSIONS: AEP's proposal from their subcontractor, MasTec, is attached for the duct bank work within the substation. The quote for other work by Morlandt Elcectric, not provided by AEP's subcontractor, is attached. SCI's duct bank will meet and tie-in to the AEP duct bank at the substation fence, risers in substation by SCI. Additional work not listed in MasTec and Morlandt Scopes of Work will be an additional cost. NOTE:This Proposal is the result of the meeting and discussion at the site with AEP, REV 3 reflects the revised cost pricing. Further interpretation or changes to the scope of work, as currently provided in this Proposal and by SCI's subcontractors, could result in additional monetary amount(s) required to incorporate the changes. 15 additional days are required for this work from the date a CSA signed Change Order and Notice to Proceed with this work is received, subject to availability of personnel when signed Change Order is received, to the extent personnel are unavailable, the time extension will/must be extended to the extent necessary to allow personnel availablity for this work and arrival of the equipment and materials. System Control & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 830-420-3392 (Office) 830-420-3395 (Fax) P R O P O S A L SUBMITTED TO: Houston, TX 77092 Date Dennis Trammell Project Manager 1/17/2020 SUBMITTED BY:System Control & Instrumentation, Ltd REV 3 AEP Substation Underground Duct Bank(s) and Related Work PAGE 1 Description Ref Ref Amount Op Rate Amount Material Total= Mat Total 2,064.46 x 1.00 2,064.46 Utility Quotes Mat Total 190,121.00 x 1.00 0.00 Subtotal Misc. Expenses= Lodging Calc/Days x 100.00 0.00 Meals Calc/Days x 45.00 0.00 Shipping Costs 0.00 Submittals & O&M Manuals Calc 0.00 x 33.00 0.00 Testing Calc 0.00 x 45.00 0.00 Training Calc 0.00 x 45.00 0.00 Drawings Calc 0.00 x 33.00 0.00 Purchase Agent Calc 0.00 x 40.00 0.00 Procurement Calc 0.00 x 20.00 0.00 Project Manager Calc 1.00 x 95.00 95.00 Subtotal Direct Labor= Electrician Lab Total 58.04 x 45.00 2,611.80 Superintendent Calc 5.80 x 65.00 377.26 Instrument tech Lab Total 0.00 x 75.00 0.00 Programmer Calc 0.00 x 90.00 0.00 Estimator Calc 0.00 x 60.00 0.00 Hrs. Total 63.84 Subtotal Direct Job Exp= Labor Burden Labor Total 3,084.06 % 35.00 1,079.42 Labor Adjustment, Elevated Work 10'-20' 0.00 Equipment 0.00 Equipment Fuel 0.00 Tools Expendable Mat + Labor Total 5,148.52 % 0.00 0.00 Prcurement Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Procurement Truck Expence 35 per day 0.00 35.00 0.00 Electrician/Supervisor/IC Tech Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Electrician/Supervisor/IC Tech Truck Expence 35 per day 0.00 35.00 0.00 Programmer Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Programmer Truck Expence 35 per day 0.00 35.00 0.00 Article 13.01 C. 4 Allowances 1,752.39 Subtotal Liability & Builters Risk Insurance 7,980.33 % 1.00 79.80 8,060.13 Job Subtotal OVERHEAD Job Subtotal 8,060.13 % 10.00 806.01 8,866.15 Job Total PROFIT Job Subtotal 8,866.15 % 5.00 443.31 JOB TOTAL + PROFIT 9,309.46 SUBCONTRACTOR WORK 190,121.00 Job Total PROFIT SUBCONTRACTOR WORK Job Subtotal 190,121.00 % 5.00 9,506.05 JOB TOTAL + PROFIT 208,936.51 Job Subtotal Payment & Performance Bond Job Total 208,936.51 % 0.00 0.00 BID TOTAL $208,936.51 System Controls & Instrumentation, Ltd. 5404 FM 1044 New Braunfels, TX 78130 Phone: (830) 420-3392 Fax: (830) 420-3395 REV 3 AEP Substation Underground Duct Bank(s) and Related Work Page 3 Material Material Material Labor Labor Labor Item QTY Unit Adj Extended Unit Adj Extended 1.00 $0.00 0.000 1.00 0.00 Excavate & Investigate as Directed 16 1.00 $0.00 1.000 1.00 16.00 Excavator & Operator 16 $40.00 1.00 $640.00 1.000 1.00 16.00 3" AL Conduit 40 $17.87 1.00 $714.80 0.164 1.00 6.56 3" AL Coupling 4 $27.32 1.00 $109.28 0.100 1.00 0.40 3" AL Strut Strap 8 $17.24 1.00 $137.92 0.110 1.00 0.88 AL Unistrut 10 $14.77 1.00 $147.70 0.150 1.00 1.50 AL "L" Bracket 12 $7.18 1.00 $86.16 0.130 1.00 1.56 SS Anchors, Bolts 25 $4.48 1.00 $112.00 0.300 1.00 7.50 3" Insulate Bushing 4 $5.15 1.00 $20.60 0.200 1.00 0.80 3" Cut and Thread 4 1.00 $0.00 0.960 1.00 3.84 Misc. Materials 1 $96.00 1.00 $96.00 3.000 1.00 3.00 1.00 $0.00 0.000 1.00 0.00 1.00 $0.00 0.000 1.00 0.00 Total Materials: $2,064.46 Total Labor:58.04 System Controls & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 3&7 CSA Construction, Inc. / General Contractors 3KRQH 0F$OOLVWHU5RDG )D[+RXVWRQ7H[DV 5H &LW\RI&RUSXV&KULVWL (1XHFHV5LYHU5DZ:DWHU3XPS6WDWLRQ,PSURYHPHQWV &6$-RE &KDQJH2UGHU&RVW3URSRVDO 7LWOH3XPS1R&KHFN9DOYH0RGLILFDWLRQV&UHGLW $PRXQWRI&RVW3URSRVDO&5(',7 &6$&216758&7,21,1& 5HTXHVWHG%\'DWH 7LP5REHUWVRQ 3URMHFW0DQDJHU &,7<2)&25386&+5,67, $SSURYHG%\'DWH 6LJQDWXUH 3ULQWHG1DPH 7LWOH (QFORVXUHV 7LP 5REHUWVRQ Brett Van Hazel Digitally signed by Brett Van Hazel Date: 2020.05.07 08:22:17 -05'00' &6$&216758&7,21,1& &,7<2)&25386&+5,67,(18(&(65,9(55$::$7(5380367$7,21,03529(0(176 &+$1*(25'(5352326$/5(9,6,21672&+(&.9$/9(213803 7$;$%/( (;(037 ,7(0 '(6&5,37,21 /$%25 68%0$75 68%0$75 727$/ 9(1'25 5(752),7(;,67,1*0 + &+(&.9$/9(:,7+$,5&86+,21 )HUJXVRQ &5(',75(78519$/0$7,& &+(&.9$/9( )HUJXVRQ &5(',75(029((;,67,1* ,167$//1(:9$/0$7,& &+(&.9$/9(&6$ +$1'/,1*5(78519$/ 0$7,&&+(&.9$/9(&6$ BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB &+(&. 68%727$/ ',5(&7-2%&2676 /$%25%85'(1 6$/(67$; %/'565,6. PRQWKV %8,/',1*3(50,7 12 7;:,1 12 <($50$,17(1$1&(%21' 12 <($5:$55$17< 12 :$55$17<67$57#),1$/ 12 68%727$/ 2+ 3 %RQGV ,QVXUDQFH 727$/ 727$/ $'',7,21$/&$/(1'$5'$<65(48(67(' &$/'$<6 35(3$5('%<752%(57621&6$&216758&7,21,1& FERGUSON ENTERPRISES, LLC FERGUSON WATERWORKS #1106 4427 FACTORY HILL DRIVE SAN ANTONIO, TX 78219-2704 Phone: 210-333-2410 Fax: 210-333-2589 Deliver To:200335 From:James Rogers Comments: HOW ARE WE DOING? WE WANT YOUR FEEDBACK! Scan the QR code or use the link below to complete a survey about your bids: https://survey.medallia.com/?bidsorder&fc=1006&on=46101 16:07:40 FEB 10 2020 FERGUSON WATERWORKS #1106 Price Quotation Phone: 210-333-2410 Fax: 210-333-2589 Bid No:B441037 Bid Date:02/10/20 Quoted By:JGR Cust Phone:713-686-8868 Terms:NET 10TH PROX Customer:CSA CONSTRUCTION INC 1902 NUECES RIVER RAW WAT 2314 MCALISTER ROAD HOUSTON, TX 77092 Ship To:CSA CONSTRUCTION INC 1902 NUECES RIVER RAW WAT 2314 MCALISTER ROAD HOUSTON, TX 77092 Cust PO#:PUMP #10 C/O Job Name:1902 NUECES RIVER RAW WAT Page 1 of 1 Item Description Quantity Net Price UM Total RETROFIT EXISTING 30" M&H VLV W/ AIR CUSH APPROX 20 WEEKS FOR PARTS 1 DAY FIELD SERVICE INCL ADD'L DAYS @ $2000/DAY MISC MISCELLANEOUS CHARGES 1 16395.000 EA 16395.00 SUBTOTAL 16395.00 ---- CREDIT FOR RETURNING 30" VALMATIC VLV CURRENTLY ON SITE MISC MISCELLANEOUS CHARGES 1 -31588.000 EA -31588.00 Net Total:$-15193.00 Tax:$0.00 Freight:$0.00 Total:$-15193.00 Quoted prices are based upon receipt of the total quantity for immediate shipment (48 hours). SHIPMENTS BEYOND 48 HOURS SHALL BE AT THE PRICE IN EFFECT AT TIME OF SHIPMENT UNLESS NOTED OTHERWISE. QUOTES FOR PRODUCTS SHIPPED FOR RESALE CONTACT YOUR SALES REPRESENTATIVE IMMEDIATELY FOR ASSISTANCE WITH DBE/MBE/WBE/SMALL BUSINESS REQUIREMENTS. ARE NOT FIRM UNLESS NOTED OTHERWISE. https://www.ferguson.com/content/website-info/terms-of-sale LEAD LAW WARNING: It is illegal to install products that are not "lead free" in accordance with US Federal or other applicable law in potable water systems anticipated for human consumption. Products with *NP in the description are NOT lead free and can only be installed in non-potable applications. Buyer is solely responsible for product selection. Seller not responsible for delays, lack of product or increase of pricing due to causes beyond our control, and/or based upon Local, State and Federal laws governing type of products that can be sold or put into commerce. This Quote is offered contingent upon the Buyer's acceptance of Seller's terms and conditions, which are incorporated by reference and found either following this document, or on the web at Govt Buyers: All items are open market unless noted otherwise. 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',5(&7-2%&2676 /$%25%85'(1 6$/(67$; %8,/',1*3(50,7 7;:,1 <($50$,17(1$1&(%21' <($5:$55$17< :$55$17<67$57#),1$/ 68%727$/ 2+ 3 %21'6 ,1685$1&( 68%727$/ 727$/ $'',7,21$/&$/(1'$5'$<65(48(67(' &$/'$<6 35(3$5('%<752%(57621&6$&216758&7,21,1& 5(9,6(' 37 77 37 37 37 37 77 181 37 37 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PROJECT LOCATION NUECES RIVER WATER PUMP STATION IMPROVEMENTS Project Number: E11068LOCATION MAP NOT TO SCALE VICINITY MAP NOT TO SCALE PROJECT LOCATION PROJECT LOCATION N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES NUECES RIVER WATER PUMP STATION IMPROVEMENTS Project Number: E11068AERIAL MAP NOT TO SCALE SMITH DR . NUECES RIVER RAW WATER PUMP STATION NUE C E S RI V E R PROJECT LOCATION Supporting Document Project: E11068 Rev.3: 5/14/2020 Legistar No.: 20-0560 PM: Lj Francis. P.E. CHANGE ORDER NO. 2 SUMMARY Nueces River Raw Water Pump Station Improvements City Project No. E11068 CHANGE ORDER NO. 2 SUMMARY TABLE COST PROPOSAL TITLE AMOUNT REQUESTED DAYS REASON FOR CHANGE #3 New Ethernet Equipment $6,375 0 Owner Request #4 Additional Power Circuits for Instruments $24,207 13 Design oversight #5 Dewater ONS WTP Splitter Box $19,941 1 Unforeseen #6 AEP Main Power Supply Connection $222,685 15 Unforeseen #7 Pump No. 10 Check Valve Modifications Credit ($17,026) 0 Owner Request #8 Refurbish Existing Pump No. 3 $20,206 1 Unforeseen #9 Pump Building No. 1 Bar Screen Refurbishment $350,008 25 Unforeseen #10 Existing Check Valves Replacement – Pump Building No. 1 $99,889 0 Unforeseen #11 Replace Concrete Slab – West End Pump Building No. 1 $45,377 21 Unforeseen PROPOSAL TOTAL $771,662 76 COST PROPOSAL DESCRIPTIONS COST PROPOSAL No. 3: New Ethernet Equipment Amount: $6,375 Additional Calendar Days Requested: 0 New Ethernet modules will be added for the two PLC rack configurations and existing MVI56E- MCM modules on both PLCs will be replaced with new 1756-EN2T Ethernet modules installed. Adding and replacing the Ethernet modules will improve the communication network between the Nueces River Pump Station and O.N. Stevens Water Treatment Plant (ONSWTP). Supporting Document Project: E11068 Rev.3: 5/14/2020 Legistar No.: 20-0560 PM: Lj Francis. P.E. COST PROPOSAL No. 4: Additional Power Circuits for Instruments Amount: $24,207 Additional Calendar Days Requested: 13 The construction documents did not indicate power supply to ten water level and flow instruments at the pump buildings. New conduit and wire will be added from the power panels to provide 120- volt power supply to the instruments. COST PROPOSAL No. 5: Dewatering ONS WTP Splitter Box Amount: $19,941 Additional Calendar Days Requested: 1 This project called for replacement of three 54” dia. butterfly valves at the Nueces River Pump Station on the 54” transmissions mains to the ONS WTP. Due to equipment issues at the ONS WTP Splitter Box the Utility Dept. was not able to isolate the transmission mains to facility the valve replacement. Contractor was requested to provide all necessary pumps and associated labor to continuously dewater the splitter box such that a low water level was maintained. This allowed the contractor to insert the temporary isolation air plugs that were required per contract to complete the valve replacement. COST PROPOSAL No. 6: AEP Main Power Supply Connection Amount: $222,685 Additional Calendar Days Requested: 15 This project provides for a complete replacement of the existing 4160-volt power supply and electrical gear for both Pump Building No. 1 and Pump Building No. 2. Contract drawings show the new electrical power supply buried duct bank to go up to the boundary of the existing AEP substation. After the start of construction, it was determined that the existing buried duct bank contained asbestos pipe conduit and that it would be unusable. All work inside AEP substation boundary must be performed by an AEP certified contractor. This proposal includes all required upgrades to AEP’s system by MasTec, AEP certified contractor. The scope includes replacement of the duct bank inside their substation fence, new conductors and to provide new fuse holders. This additional work will allow the completion of the new main 4160-volt power supply to the Nueces River Pump Station from AEP substation. COST PROPOSAL No. 7: Pump No. 10 Check Valve Modifications Credit Amount: ($17,026) Credit Additional Calendar Days Requested: 0 Scope of work included replacing the existing 30” check valve on Pump No. 10 discharge piping in Pump Building No. 2. The existing check valve is relatively new and was it was removed was found to be in good condition. In lieu of replacing the valve as originally planned it was decided to replace the existing lever and weight with air cushion equipment to match what is being provided on the new check valves. This change in scope provides a credit to the project. Supporting Document Project: E11068 Rev.3: 5/14/2020 Legistar No.: 20-0560 PM: Lj Francis. P.E. COST PROPOSAL No. 8: Refurbish Existing Pump No. 3 Amount: $20,206 Additional Calendar Days Requested: 1 Existing Pumps No. 3 and No. 4 at Pump Building No. 1 are currently out of service and are called to be reinstalled in Pump Building No. 1 after work is completed. When the pumps were removed, the Utilities Department had the pumps inspected by Smith Pump Co. The pumps were disassembled, inspected and ultrasonic thickness testing was performed. The test results for Pump No. 3 indicated a loss of 20% to 25% of the metal thickness and the report recommended that the components be refurbished to restore the metal thickness. This proposal includes the refurbishment of the pump, loading, and unloading the pump, transporting the pump to the shop, replacement of the top shaft and packing gland hardware. After inspection it was determined that no refurbishment was required for Pump No. 4. The refurbishment of Pump No. 3 will extend the useful life of the pump COST PROPOSAL No. 9: Pump Building No. 1 Bar Screen Refurbishment Amount: $350,008 Additional Calendar Days Requested: 25 This project was original started in 2013 and included refurbishment of the two mechanical bar screens at Pump Building No. 2. The two mechanical bar screens at Pump Building No. 1 are newer and appeared to be in good condition and functioning properly, so no work on the Pump Building No. 1 bar screens was included in the project. Soon after the construction contract was awarded the West mechanical bar screen at Pump Building No. 1 drive carriage jammed and locked up at water level. Utility Department attempted to repair the drive unit but were unsuccessful. The screen manufacturer inspected the Pump Building No. 1 bar screens and recommended repairs and upgrades to return the equipment to service. The scope of work includes the refurbishment of the West bar screen and the replacement of bearings, shafts, and bushings on the East bar screen. These screens are critical to the operation because they filter out debris which prevents it from reaching the raw water pumps that deliver water to the ONS WTP. COST PROPOSAL No. 10: Existing Check Valves Replacement – Pump Building No. 1 Amount: $99,889 Additional Calendar Days Requested: 0 When the existing 24” and 30” check valves were removed it was observed that the interior of the check valves had suffered significant corrosion to the interior body and components. A manufacturer valve representative inspected the 24” valve and indicated it could possibly be refurbished but this would require sending it to the factory for inspection for a fee, but there was no guarantee that the valve could be adequately refurbished until they took it apart completely. The manufacturer valve representative also inspected 30” check valve and indicated that the corrosion was too severe to refurbish the valve. The scope includes the replacement of the existing check valves and addition of a new 42” x 30” pipe reducer. Supporting Document Project: E11068 Rev.3: 5/14/2020 Legistar No.: 20-0560 PM: Lj Francis. P.E. COST PROPOSAL No. 11: Replace Concrete Slab – West End Pump Building No. 1 Amount: $45,377 Additional Calendar Days Requested: 21 Project required Contractor to isolate Pump Building No. 1, dewater the structure and provide new interior concrete walls and channels in the wet well. During the design phase, the structural investigation of existing walls, based on current design standards, indicated that the soil around the perimeter had to be temporarily removed down to an elevation of 0.00’ to relieve the stresses on the wall when the structure interior was dewatered. The top and exposed portion of the concrete foundation appear to be in very good condition but, after the exterior soil on the west side of the building was removed it was observed that the bottom of the existing cantilever concrete slab was in very poor condition. The existing concrete interior beams have large voids in the concrete and the lower mat of steel reinforcement is exposed in many locations. It is recommended to remove the existing 20’ x 24’ concrete foundation and walls on the west end and replace with a new concrete foundation and walls to extend the life of Pump Building No. 1. DATE: April 9, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond III, Director, Development Services AlRaymond@cctexas.com (361) 826 - 3276 CAPTION: Ordinance authorizing an amendment to the Water Distribution Main Line Extension Construction and Reimbursement Agreement with Esther Ybarra to extend a water distribution main to a planned residential property located at 7541 Weber Road; and appropriating $11,929.50 from the Water Distribution Main Trust Fund to reimburse developer. (District 3) SUMMARY: Mrs. Esther Ybarra is required to construct an 8-inch water distribution main line extension to adequately provide fire protection to a planned residential property located at 7541 Weber Road and provide for future development of properties on the north side of Weber road by extending water and fire protection capability to those properties. BACKGROUND AND FINDINGS: Mrs. Esther Ybarra requested, and was approved for, a Distribution Main Line Construction and Reimbursement Agreement for the installation of 200 linear feet of 8-inch distribution main line to provide water and fire suppression service to her property that is located within city limits. The approved reimbursement amount for the agreement is $101,950.24 under Ordinance 031882 dated 09/24/2019. The developer, Mrs. Ybarra, submitted an amendment request to the cost estimate for the distribution main construction and reimbursement agreement. During the process to request reimbursement for the project, the applicant became aware that there was not enough money authorized in the agreement to cover the cost of construction and the cost of the engineering services provided for the project. The original construction cost estimate for the project, submitted by the project engineer, inadvertently excluded the cost for the engineering work associated with the project. When the Amend Distribution Main Line Extension Construction and Reimbursement Agreement to increase the total reimbursement amount in the agreement by $11,929.50 AGENDA MEMORANDUM First Reading Ordinance for May 12, 2020 Second Reading Ordinance for May 19, 2020 reimbursement agreement was drafted the engineer supplied cost estimate was included in the agreement. A draft copy of the agreement was sent to the applicant for review and comment prior to signing. The applicant reviewed the agreement and signed it without raising any questions or concerns about the total reimbursement amount contained in the agreement. During the process to request reimbursement for the project, the applicant became aware that there was not enough money authorized in the agreement to cover the cost of construction and the cost of the engineering services provided for the project. As a result, the applicant submitted a request for an additional $11,929.50 for this project. The distribution line has been constructed, inspected and accepted by the City on March 4, 2020, and reimbursement for the construction costs for the project is pending. ALTERNATIVES: Deny the request and have the developer the pay for the engineering services associated with the installation of the distribution line. This cost is approximately $11,929.50 for engineering services associated with the installation of the distribution main. This project received authorization for reimbursement totaling 101,950.24 in the agreement. The applicant was given an opportunity to review the agreement, prior to signature, to ensure the total reimbursable amount in the agreement covered all costs associated with the installation of the distribution line. FISCAL IMPACT: If approved, the additional funds requested would be added to the current purchase order (PO) associated with the agreement and would be a debt against the Distribution Main Trust Fund. The encumbered funds for this project would increase by $11,929.50 and would raise the total reimbursable amount in the agreement to $113,879.74. $101,950.24 is encumbered in the Distribution Main Trust Fund for this agreement. Currently there are insufficient funds is the Distribution Main Trust Fund to cover this additional funding request. FUNDING DETAIL: Fund: 4030 Water Distribution Main Trust Fund Organization/Activity: 21806 Water Distribution Main Trust Mission Element: 777 Project # (CIP Only): N/A Account: 540450 Reimbursement to Developers RECOMMENDATION: Staff Recommends approval of the amendment request for this reimbursement agreement. The developer is seeking reimbursement for engineering services performed during the construction of the distribution line. The distribution line has been completed as outlined in the agreement and the City has already inspected and accepted the improvements. LIST OF SUPPORTING DOCUMENTS: Resolution Amendment to Distribution Main Line Extension Construction and Reimbursement Agreement Presentation Ordinance authorizing an amendment to the Water Distribution Main Line Extension Construction and Reimbursement Agreement with Esther Ybarra to extend a water distribution main to a planned residential property located at 7541 Weber Road; and appropriating $11,929.50 from the Water Distribution Main Trust Fund to reimburse developer. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute an amendment to the Water Distribution Main Line Extension Construction and Reimbursement Agreement (“Amendment”) attached. hereto, with Mrs. Esther Ybarra, to include the cost of Engineering and Surveying in reimbursement. SECTION 2. Funding in the amount of $11,929.50 is appropriated from the No. 4030- 21806 Water Distribution Main Trust Fund to reimburse the Developer. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter _____________ Roland Barrera ________________ Ben Molina _____________ Rudy Garza ________________ Everett Roy _____________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: ___________________ _____ ________________ Rebecca Huerta Joe McComb City Secretary Mayor Invoice Date: 3/11/2020 Invoice #: 20-073Bill To Carlos Ybarra 5873 Hall Ave Corpus Christi, Texas 78408 Bass & Welsh Engineering 3054 S. Alameda St Corpus Christi, TX 78404 P.O. Box 6397 Corpus Christi, TX 78466-6397 Project #: 18044 Authorized By: Please note invoice number on payment. Thank you for your business! Phone # 361-882-5521 Fax # 361-882-1265 Total Description Rate AmountQuantity PROFESSIONAL SERVICES: Prepare construction plans for offsite waterline construction required in conjunction with the platting of Lot 1, Block 1, Ybarra Tarrace. Obtain permits from TXDOT construction layout surveys and preparation of Certificate of Completion and Record Drawings. Approved Fee 11% of Construction Costs $108, 450.00 11,929.50 11,929.501.00 $11,929.50 Engineer Fees – Bass and Welsh Engineering, Exhibit 4 Addendum Amendment to Water Distribution Line Construction and Reimbursement Agreement with Mrs. Esther Ybarra City Council May, 12, 2020 Vicinity Map 2 3 Approval This request is in accordance with UDC Sec 8.5.1.C.2.B Distribution Main Extensions. Recommendation DATE: March 18, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, Director Development Services alraymond@cctexas.com (361) 826 - 3575 CAPTION: Ordinance abandoning and vacating a 5-foot wide by approximately 78-feet long (391 sq. ft.) portion of a 20-foot wide easement in Lot 10, Section 12, Flour Bluff and Encinal Farm and Garden Tracts. (District 4) SUMMARY: The purpose of this ordinance is to abandon and vacate a 5-foot wide by approximately 78-feet long (391 sq. ft.) portion of a 20-foot wide easement in Lot 10, Section 12, Flour Bluff and Encinal Farm and Garden Tracts in order to facilitate the construction of a new residential home on the property. BACKGROUND AND FINDINGS: The Mostaghasi Investment Trust (owner) is requesting the City to close, abandon, and vacate a 5-foot wide by approximately 78-feet long portion of a 20-wide utility easement in order to facilitate the construction of a new residential home on the property. The only utilities located within the easement is a wastewater line which will not be affected by this action. City and Franchise Utilities have no stated objections to the partial easement closure. The property is located within the Corpus Christi Independent School District and is zoned RS-TF. The City has not received any zoning variance requests for this property. The applicant has paid the required application fee and the easement closure request has been processed in accordance with Section 49-13 of the City Code of Ordinances. ALTERNATIVES: Deny the applicant’s request and have them re-design the proposed home so it does not require the closure of this portion of the easement. This will affect the applicant’s design plans and will delay the start of the project until a new home design plan that does not require the easement closure is created. Partial Easement Closure in Wooldridge Creek Unit 14 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 12, 2020 Second Reading Ordinance for the City Council Meeting of May 19, 2020 FISCAL IMPACT: There are no financial impacts associated with the closing of the easement. RECOMMENDATION: Staff supports the applicant’s request for the easement closure. The developer approached the city prior to construction to make this request to ensure they would be able to construct the new home as planned. The easement closure has no impact on utilities and will help support a local builder by not having to incur the expense of redesigning plans and the carry cost of undeveloped land during the uncertain economic environment we are currently experiencing during the COVID- 19 outbreak. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Location Map Presentation Ordinance abandoning and vacating a 5-foot wide by approximately 78-feet long (391 sq. ft.) portion of a 20-foot wide easement in Lot 10, Section 12, Flour Bluff and Encinal Farm and Garden Tracts. WHEREAS, The Mostaghasi Investment Trust (Owner) is requesting the closure, abandonment and vacating of a 5-foot wide by approximately 78-feet long (391 sq. ft.) portion of a 20-foot wide easement in Lot 10, Section 12, Flour Bluff and Encinal Farm and Garden Tracts. and WHEREAS, it has been determined that it is advantageous to the City of Corpus Christi to abandon and vacate the 5-foot utility easement portion, subject compliance by the Owner with the conditions specified in the ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to Corpus Christi Code Sec. 49.13, an existing a 5-foot wide by approximately 78-feet long (391 sq. ft.) portion of a 20-foot wide easement in Lot 10, Section 12, Flour Bluff and Encinal Farm and Garden Tracts., located at 6122 Wooldridge Road, as recorded in volume A, page 41-43, of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi (“City”), subject to the Owner’s compliance with the conditions specified in Section 2 of this ordinance. Exhibit “A,” which is a metes and bounds description and field notes, “Exhibit B”, which is the graphical representation of the legal, which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. The maintenance responsibilities for the vacated easement reverts to the Owner of the property. SECTION 2. The abandonment and vacating of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owner’s compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of public easement closures must be recorded at the Owner’s expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor Exhibit A Exhibit B Sketch to Accompany Location Map: NTS City Council Presentation May 12, 2020 Partial Easement Closure for Wooldridge Creek Unit 14 Vicinity Map N 6122 Wooldridge Rd Aerial Overview N Wooldridge Creek Unit 14 (6122 Wooldridge Rd) 20” Easement 5’ X 78’ Easement Closure Staff Recommendation Approval The applicant requesting the utility easement closure has paid the required $530.00 application fee and the easement closure request has been processed in accordance with Section 49-13 of the City Code of Ordinances. AGENDA MEMORANDUM First Reading for the City Council Meeting of May 12, 2020 Second Reading for the City Council Meeting of May 19, 2020 ______________________________________________________________________ DATE: April 30, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3@cctexas.com (361) 826-3227 CAPTION: Ordinance authorizing the delegation of the issuance of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2020 for Water and Wastewater Utility improvements in an amount not to exceed $110,000,000 and refunding various series in an amount not to exceed $240,000,000, within set parameters and according to the plan of finance set by the City’s financial advisors to the City Manager, Chief Financial Officer, or Finance Director and authorizing other matters incident and related thereto. SUMMARY: The City intends to issue $110,000,000 of Utility System Junior Lien Revenue Improvement Bonds to fund the Fiscal Year 2020 Capital Improvement Program for utilities and a not to exceed amount of $240,000,000 in Refunding Bonds for savings. The amount of bond issuance included in the ordinance of $240,000,000 includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Business Analysis per the plan of finance set by the City’s financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. The actual bond sale cannot exceed this amount but will more than likely be less than this not to exceed amount. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Business Analysis - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the “Delegated Officials”) the authority to approve the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold Delegating the Authorization for the Issuance of Utility System Revenue Improvement and Refunding Bonds may not exceed $350,000,000; (2) the refunding will result in a net present value savings of at least 3%; and (3) the true interest rate shall not exceed 5% per year. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. On December 10, 2019, the City Council approved a $110,000,000 reimbursement resolution to award contracts for water and wastewater projects included in the Fiscal Year 2020 Capital Improvement Plan (CIP) prior to the issuance of bonds. This agenda item will allow for the issuance of Utility System Revenue Bonds to reimburse the City funds used for these projects. The City’s Financial Advisor, Estrada Hinojosa, has identified several bond series that are eligible for refunding at this time. Due to the current instability in the market, a decision has not been made as to which of the identified series will be refunded or if the refunded bonds will be taxable or tax-exempt, but the amount including issuance costs will not exceed $240,000,000. To move forward with refunding a series the refunding must result in a net present value savings of at least 3%. If all identified series are refunded, assuming market conditions earlier in the year, the projected annual savings for the City’s Utility Systems could be up to approximately $23,000,000 over the remaining life of the bonds. The average remaining life of the identified series is 13.7 years with an estimated net present value savings of 8.3%. This is the first step in the process of issuing bonds. The next step is meeting with the rating agencies in late May followed by issuing of the preliminary official statement in early June, and then the sale of the new money bonds in mid-June. City Council will be updated with the final results of the issuance at completion. A complete timeline is shown below: Date Event May 19, 2020 Adopt delegation ordinance Week of May 25th Calls with rating agencies Week of June 1st Due diligence calls June 10, 2020 Posting of Preliminary Official Statement June 17, 2020 Pricing and sale of bonds July 15, 2020 Close on financing ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $110,000,000 in bond proceeds for use in completing water and wastewater CIP projects and the bond refundings could generate up to $23,000,000, or a 8.3% net present value savings, in savings to the City’s Utility System over the remaining life of the bonds. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance 99606708.5 DRAFT ORDINANCE NO. ___________ AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES); 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 ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF ONE OR MORE SERIES OF BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR AGREEMENTS, ONE OR MORE ESCROW AGREEMENTS, AND ONE OR MORE PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (hereinafter defined) of the City’s combined utility systems (as further described and defined herein, the System); and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Priority Bonds, the City reserved the right to issue revenue bonds on parity with the Priority Bonds (hereinafter defined); and WHEREAS, the City Council has heretofore issued, and there are currently outstanding revenue bonds (the Previously Issued Junior Lien Obligations) secured by 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; and 99606708.5 -2- WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the Junior Lien Obligations (hereinafter defined) from time to time outstanding; and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior to the lien thereon and pledge thereof securing the Priority Bonds and the Junior Lien Obligations (the Previously Issued Subordinate Lien Obligations); and WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt, that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net Revenues of the System referred to herein as “Priority Bonds”, on parity with the lien thereon and pledge thereof securing the Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in priority of lien and payment so that when there are no longer any Priority Bonds outstanding, the Junior Lien Obligations (defined herein) will enjoy a first and prior lien on and pledge of the Net Revenues of the System; and WHEREAS, there are currently outstanding obligations in the aggregate principal amount of at least $________, being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (Chapter 1207), the City Council is authorized to issue revenue and refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, 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, [Wells Fargo Bank, National Association, Minneapolis, Minnesota (as successor in interest to Wells Fargo Bank, National Association, Austin, Texas) / BOKF, NA, Dallas, Texas / The Bank of New York Mellon Trust Company, N.A., Dallas, Texas] currently serves as the paying agent for the Refunded Obligations disclosed on Schedule I hereto; and WHEREAS, [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas], which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined); and WHEREAS, [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas], which is not a depository bank of the City, is appointed and will serve as the Escrow Agent (hereinafter defined) for the revenue and refunding bonds; and 99606708.5 -3- WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the Bonds herein authorized and such refunding will result in a net present value saving of approximately $_________ (_________%) to the City and a gross savings of $__________, including the cash contribution of $_____________; WHEREAS, the City Council hereby finds and determines that, pursuant to applicable Texas law, the delegation to a Pricing Officer with the authority to execute an Approval Certificate (a form of which is attached hereto as Schedule II) to approve the final terms of each series of Bonds as set forth in respective Approval Certificate is in the best interest of the City; and WHEREAS, the revenue and refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance (hereinafter defined), for the purposes set forth in this Ordinance; and now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Authorization - Designation - Principal Amount - Purpose. Revenue improvement and/or refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of _____________________________________________________ AND NO/100 DOLLARS ($____________), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2020 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the 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 Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, including (particularly) Chapter 1207 and Chapter 1371, as amended, Texas Government Code (Chapter 1371 and, together with Chapter 1207, the Act). As authorized by the Act, the Pricing Officer is hereby authorized, appointed, and designated as the officer of the City authorized to individually act on behalf of the City in selling and delivering one or more series of revenue improvement and/or refunding bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for each series of revenue improvement and/or refunding bonds: A. whether such series of bonds shall be issued as revenue improvement, refunding, or revenue improvement and refunding bonds, and if refunding or revenue improvement and refunding bonds, the identification and selection from the Refunding Candidates (defined herein) 99606708.5 -4- of those City obligations to be included as the Refunded Obligations refunded with the proceeds of such series of bonds; B. the style of each series of bonds, which style indicates (with respect to each series of bonds) the use of proceeds thereof, calendar year of issuance, and (if necessary or desired) a letter or other sequential identification indicating that multiple series of bonds of the same or similar type have been or will be issued hereunder during a particular calendar year; C. the aggregate principal amount of each series of bonds, as well as the principal amount of each stated maturity within a series of bonds; D. the rate of interest to be borne on the principal amount of each stated maturity within a series of bonds and the interest payment dates for such series of bonds; E. the Dated Date for each series of bonds; F. whether such series of bonds is sold pursuant to a competitive or negotiated sale based upon the advice of the City’s financial advisor; G. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to each series of bonds; H. whether or not to issue such series of bonds on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of such series of bonds; I. the pricing of each series of bonds, including use of premium, discount, underwriters’ compensation, and costs of issuance; J. the selection of the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Pricing Officer chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Pricing Officer shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit F (which form is hereby approved) in connection with such purchase; K. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the applicable series of bonds, to consist of one (1) or more financial institutions included in the City’s approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate, which approval, replacement, and establishment (if any) shall supersede prior action or actions of the City Council concerning the same. The Bonds shall be issued within the following parameters: A. the principal amount of the Bonds issued hereunder shall not exceed $350,000,000, being the sum of “new money” Bonds in the principal amount not to exceed $110,000,000, and “refunding” Bonds (determined as the amount of principal of such Bonds allocated to the refunding of the Refunded Obligations) in the principal amount not to exceed $240,000,000; 99606708.5 -5- L. the maximum maturity of any series of Bonds shall not occur later than July 15, 2050; M. the true interest cost on each series of Bonds shall not exceed a rate greater than 5.0% per annum; N. the refunding of the Refunded Obligations by the Bonds shall produce net present value savings, determined on a comparative basis to the prior debt service on Refunded Obligations then being refunded by the Bonds, of at least 3.0%; and O. the final series of Bonds hereunder issued shall be sold on or before May 19, 2021 (though the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring thereafter, as determined by the Pricing Officer). The Pricing Officer, acting for and on behalf of the City, is authorized, with respect to a series of bonds, to complete and execute an Approval Certificate, in substantially the form attached hereto as Schedule II. The execution of the Approval Certificate shall evidence the sale date of each series of Bonds by the City to the initial purchasers thereof in accordance with the provisions of Chapter 1207 and Chapter 1371 and as set forth in Schedule II. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of a series of Bonds pursuant to the delegated authority granted hereunder and to reflect such final terms for such series of Bonds, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Bonds then being issued, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, (C) if applicable, completion of Schedule I with those Refunding Candidates selected as Refunded Obligations to be refunded with the proceeds a particular series of Bonds issued as refunding bonds or refunding and revenue improvement bonds, and (D) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, the Pricing Officer is authorized to execute, as the act and deed of the City and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to any series of Bonds that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Bonds hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated _______ __, 20__ (the Dated Date); shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered “R-” and numbered consecutively from One (1) upward; and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the [Dated Date / Closing Date (anticipated to occur on ____________ __, 2020)], or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: 99606708.5 -6- Years of Stated Maturity (July 15) Principal Amounts ($) Interest Rates (%) The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above, computed on the basis of a 360-day year of twelve 30-day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date), commencing [January/July] 15, 20__, while the Bonds are Outstanding. SECTION 3. Payment of Bonds - Interest Payments - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (hereinafter defined) of the Bonds. 99606708.5 -7- The selection and appointment of [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas], to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds’ Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder’s risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. 99606708.5 -8- In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption. The Bonds stated to mature on July 15, 20__ and July 15, 20__ are referred to herein as the “Term Bonds”. The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof 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 Term Bonds Stated to Mature on July 15, 20 Year Principal Amount ($) Year Principal Amount ($) *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after 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 99606708.5 -9- 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 then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City’s expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior 99606708.5 -10- 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 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. 99606708.5 -11- All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully-registered Bond in the total principal amount of $________ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully-registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond 99606708.5 -12- submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 99606708.5 -13- 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 IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2020 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: _________ __, 2020 REGISTERED OWNER: _________________________________________________________ PRINCIPAL AMOUNT: _______________________________________________ DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the [Dated Date / Closing Date (anticipated to occur on _________ __, 20__)] or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing [January/July] 15, 20__. 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. This Bond is one of the series specified in its title issued in the aggregate principal amount of $____________ (the Bonds) pursuant to an ordinance adopted by the governing body of the 99606708.5 -14- City (the Ordinance), for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance related thereto, all in conformity with the laws of the State of Texas, particularly the City’s Home Rule Charter and the Act, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds stated to mature on July 15, 20__ and July 15, 20__ are referred to herein as the “Term Bonds”. The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Stated to Mature on July 15, 20 Term Bonds Stated to Mature on July 15, 20 Year Principal Amount ($) Year Principal Amount ($) *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after July 15, 20__ may be redeemed prior to their Stated Maturities, at the option of the City, on July 15, 20__ or on any date, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to 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 99606708.5 -15- 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 Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from the operation of the City’s combined utility systems (as further described in the Ordinance, the System), that is 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 Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the 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. 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, Additional Subordinate Lien Obligations, and Inferior Lien Obligations; the terms and conditions 99606708.5 -16- 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 or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank] 99606708.5 -17- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (SEAL) [The remainder of this page intentionally left blank.] 99606708.5 -18- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . ____________________________________ Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: ___________________________________ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar By: _______________________________ Authorized Signature * Note to Printer: to appear on printed Bonds 99606708.5 -19- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): _________________________________ ______________________________________________________________________________ (Social Security or other identifying number): ________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ____________________________ ________________________________________________ NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: ____________________________________ [The remainder of this page intentionally left blank.] 99606708.5 -20- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (a) immediately under the name of the Bond(s) the headings “Interest Rate” and “Stated Maturity” shall both be completed “as shown below”; (b) the first two paragraphs shall read as follows: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Stated Maturity Principal Amounts ($) Interest 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 / Closing Date (anticipated to occur on __________ __, 2020)], or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30- day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing [January/July] 15, 20__. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas] (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. [END OF FORMS] 99606708.5 -21- G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer, to appear under the following header: [BOND INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 32 and 46 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional 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 is or will be pledged to the payment of the Subordinate Lien Obligations and 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. C. The term Additional Priority Bonds shall mean any obligations hereafter issued to refund any of the Previously Issued Priority Bonds 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 and under the terms and conditions provided in Section 19 of this Ordinance. D. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are 99606708.5 -22- payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. E. The term Approval Certificate shall mean a written instrument from time to time executed by the Authorized Official in accordance with Section 1 of this Ordinance. F. The term Authorized Official shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Financial Services, City Secretary, and City Attorney of the City. G. 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. H. The term Bonds shall mean the $_________ “CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2020”, dated _________ __, 2020, authorized by this Ordinance. I. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. J. 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. K. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. L. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. M. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. N. 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, 99606708.5 -23- security, or payment of any obligation authorized by Chapter 1371, and which includes any Credit Facility. O. 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. P. 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. Q. The term Debt shall mean (a) all indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (b) all other indebtedness payable from Junior Lien Pledged Revenues and/or Net Revenues (except indebtedness not treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (i) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (ii) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. R. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; 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 99606708.5 -24- is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the “Revenue Bond Index” or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non–permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. S. The term Depository shall mean an official depository bank of the City. T. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. U. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. V. The term Government Securities shall mean: (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. W. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or 99606708.5 -25- 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. X. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. Y. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. Z. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing [January/July] 15, 20__, while any of the Bonds remain Outstanding. AA. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien Obligations, (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 Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. BB. The term Junior Lien Pledged Revenues shall mean (i) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, plus (ii) any additional revenues, income, receipts, or other resources including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City’s discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. CC. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. DD. 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, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from 99606708.5 -26- other entities and the expenses related thereto and, to the extent permitted by a change in law (and receipt of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. EE. The term Ordinance shall mean this Ordinance adopted by the City Council on May 19, 2020 authorizing the issuance of the Bonds. FF. 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: (a) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (b) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 34 of this Ordinance; and (c) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. GG. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein-permitted successors and assigns. HH. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012”, dated November 15, 2012, in the original principal amount of $69,085,000; (2) “City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012”, dated November 15, 2012, in the original principal amount of $155,660,000; (a) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013”, dated November 1, 2013, in the original principal amount of $97,930,000; 99606708.5 -27- (b) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015”, dated July 1, 2015, in the original principal amount of $46,990,000; (c) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015A”, dated March 1, 2015, in the original principal amount of $93,600,000; (3) “City of Corpus Christi, Texas Utility System Rate Junior Lien Revenue Improvement Bonds, Series 2015C”, dated July 1, 2015, in the original principal amount of $101,385,000; (4) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2016”, dated August 1, 2016, in the original principal amount of $80,415,000; (5) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017”, dated March 15, 2017, in the original principal amount of $51,215,000; (6) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017A”, dated May 1, 2017, in the original principal amount of $27,670,000; (7) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017”, dated October 1, 2017, in the original principal amount of $2,750,000; (8) “City of Corpus Christi, Texas Utility System Junior Lien Revenue and Improvement Refunding Bonds, Series 2019”, dated September 15, 2019, in the original principal amount of $93,425,000; and (9) Upon issuance, the Bonds. II. 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: (a) “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; (b) “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; and (c) “City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2012”, dated April 1, 2012, in the original principal amount of $52,500,000. 99606708.5 -28- JJ. The term Previously Issued Subordinate Lien Obligations shall mean the “City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018”, dated February 15, 2018, in the original principal amount of $34,835,000. KK. The term Pricing Officer shall mean either of the City Manager and the Chief Financial Officer, respectively, of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). LL. The term Priority Bonds shall mean the Previously Issued Priority Bonds and any Additional Priority Bonds 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. MM. The term Prudent Utility Practice shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term “Prudent Utility Practice”, as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. NN. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. OO. The term Refunding Candidates shall mean the following obligations of the City from which the Refunded Obligations are selected by the Pricing Officer: (a) City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010, dated March 1, 2010, in the original principal amount of $8,00,000, and stated to mature on July 15 in each of the years 2021 through 2029, in the aggregate principal amount of $7,270,000, to be redeemed on _________ __, 2020; (b) City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2012, dated April 1, 2012, in the original principal amount of $52,500,000, and stated to mature on July 15 in each of the years 2023 through 2032, July 15, 2037, and July 15, 2042, in the aggregate principal amount of $45,150,000, to be redeemed on _________ __, 2020; (c) City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012, dated November 15, 2012, in the original principal amount of $69,085,000, and stated to mature on July 15 in each of the years 2021 through 2023, July 15, 2024 (4.50% coupon), July 15, 2024 (5.00% coupon), July 15 in each of the 99606708.5 -29- years 2025 through 2032, and July 15, 2041, in the aggregate principal amount of $54,345,000, to be redeemed on July 15, 2022; (d) City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012, dated November 15, 2012, in the original principal amount of $155,660,000, and stated to mature on July 15 in each of the years 2023 through 2032, July 15, 2037, and July 15, 2042, in the aggregate principal amount of $65,945,000, to be redeemed on July 15, 2022; and (e) City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013, dated November 1, 2013, in the original principal amount of $97,930,000, and stated to mature on July 15 in each of the years 2024 through 2031, July 15, 2033, July 15, 2038, and July 15, 2043, in the aggregate principal amount of $84,845,000, to be redeemed on July 15, 2023. PP. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. QQ. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. RR. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. SS. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. TT. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. UU. The term Subordinate Lien Obligations shall mean (i) the Previously Issued Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the payment of the Priority Bonds and the Junior Lien Obligations but superior to 99606708.5 -30- the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the City Council in accordance with any applicable law. VV. The term System shall mean and include, whether now existing or hereinafter added (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 limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. WW. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. 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 any time 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 99606708.5 -31- 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 i nterest 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 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, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the 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 Subordinate Lien Obligations and the Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; E. 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 99606708.5 -32- thereon and pledge thereof securing the repayment of the Priority Bonds, the Junior Lien Obligations, and the Subordinate Lien Obligations; and F. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12. System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the “City of Corpus Christi, Texas Utility System Revenue Fund” (the System Fund) and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued 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 Previously Issued Junior Lien Obligations, the Bonds, and any Additional Junior Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. E. Fifth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of any Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose; 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 99606708.5 -33- Fiscal 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 Improvement and/or 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 Purchasers. 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. 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 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional 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 Improvement and Refunding Bonds Reserve Fund” (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such 99606708.5 -34- purposes are insufficient and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use 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 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 $__________ (inclusive of the Bonds). Of this amount, $________, representing the portion of the Required Reserve Amount attributable to the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 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 99606708.5 -35- 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. 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 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter–specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15. Deficiencies - Excess 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 99606708.5 -36- 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, the Subordinate 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, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17. Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing Administration; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18. Covenants. It is 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 99606708.5 -37- 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; provided, however, that the provisions of this Ordinance concerning the issuance of Additional Priority Bonds shall control. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, or Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then-Outstanding Priority Bonds, as appropriate. A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Junior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City’s Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. 99606708.5 -38- E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic’s, laborer’s, materialman’s or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic’s, laborer’s, materialman’s or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Junior Lien Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System in any manner, except as permitted in the City ordinances authorizing the Previously Issued Priority Bonds and in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Junior Lien Obligations). H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if (A) it shall determine such property or facilities are not useful in the operation of the System, or (B) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating, in their opinion, that the fair market value of the property or facilities exchanged is $250,000 or less, or (C) if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, 99606708.5 -39- then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of $500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. (2) In lieu of obtaining policies for insurance as provided above, the City may self-insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. 99606708.5 -40- K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System’s facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 19. Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional 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 Previously Issued Priority Bonds concerning the issuance of Additional Priority Bonds to realize debt service savings by refunding any Priority Bonds at such time outstanding. For the avoidance of doubt, the City hereby covenants to no longer issue Priority Bonds for “new money” purposes. 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 Subordinate Lien Obligations and 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 99606708.5 -41- 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) of this Section and Section 20 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and 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 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 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and Junior Lien Obligations (other than 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. 99606708.5 -42- (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 an Engineer a comprehensive engineering report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding 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 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) an Engineer reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations, payable from the 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 99606708.5 -43- 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, an Engineer may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Junior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. 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 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 Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions 99606708.5 -44- precedent contained in the ordinances authorizing the issuance of the currently-Outstanding Priority Bonds, this Ordinance, and the Previously Issued Subordinate Lien Obligations. D. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the 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 law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently-Outstanding Priority Bonds and this Ordinance. SECTION 20. Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional 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). SECTION 21. Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22. Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. SECTION 23. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may 99606708.5 -45- 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. For the avoidance of doubt, no default with respect to any obligation that is secured by and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with respect to the Priority Bonds. SECTION 24. Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a “security” and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26. Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds. If (i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. 99606708.5 -46- Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney’s fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28. Sale of Bonds – Official Statement Approval – Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to _________________, ________, _________, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated ___________ __, 2020 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bond shall be registered in the name of __________________. The Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City’s prior determination that the Preliminary Official Statement was, as of its date, “deemed final” in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Official), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated ___________ __, 2020, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 29. Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust Agreement dated as of May 19, 2020 (the Agreement) by and between the City and [The 99606708.5 -47- Bank of New York Mellon Trust Company, N.A., Dallas, Texas] (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, the Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities, if any, referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the “CITY OF CORPUS CHRISTI, TEXAS JUNIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2020 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 30. 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 an Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City’s contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. SECTION 31. Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par and accrued interest to their respective date of redemption. The City shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the redemption dates set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to each series of the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent/registrar for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the City ordinance authorizing the issuance of the respective series of Refunded Obligations. SECTION 32. [Covenants to Maintain Tax — Exempt Status. / Taxable Obligations. The Bonds are not “state or local bonds” within the meaning of section 103(a) and (c) of the Internal 99606708.5 -48- Revenue Code of 1986, as amended; therefore, the interest on the Bonds is not excludable from the gross income of the holders thereof for federal income tax purposes.] A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds means the yield on the Bonds, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely 99606708.5 -49- affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (a) 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 (b) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the 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 99606708.5 -50- 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: (a) 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. (b) 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. (c) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (d) 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. 99606708.5 -51- 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. (a) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (b) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four (4) years or more. (c) The City reasonably expects to spend 85% of the spendable years after the date of issuance thereof. K. No Subsidy Payments. (a) The City hereby certifies that it will neither request nor accept direct pay subsidy payments from the United States Treasury in support of the payment of debt service on the Refunded Obligations prior to their date of early redemption, including the discontinuation of all filings with the Internal Revenue Service (the Service) of Forms 8038-CP requesting such payments, for reporting periods that occur on or after the date of issue of the Bonds. (b) The City will file or cause to be filed with the Service a final Form 8038- CP and will notify the Service in such form that the City thereby will discontinue such filings. L. Elections. The City hereby directs and authorizes the Authorized Official to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 33. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. 99606708.5 -52- Furthermore, each Authorized Official is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City’s Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond to the Purchasers. SECTION 34. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. To the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 32 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in 99606708.5 -53- the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 35. Ordinance a Contract; Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 36. Printed Opinion. The Purchasers’ obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City’s Secretary is hereby approved and authorized. SECTION 37. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 38. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 39. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being 99606708.5 -54- intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. SECTION 40. Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. SECTION 41. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 42. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 43. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 44. Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 45. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 46. Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB’s Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. 99606708.5 -55- MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the City’s continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each Fiscal Year of the City ending in or after 2020, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 28 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (a) Principal and interest payment delinquencies; (b) Non-payment related defaults, if material; (c) Unscheduled draws on debt service reserves reflecting financial difficulties; (d) Unscheduled draws on credit enhancements reflecting financial difficulties; (e) Substitution of credit or liquidity providers, or their failure to perform; (f) 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; (g) Modifications to rights of Holders of the Bonds, if material; 99606708.5 -56- (h) Bond calls, if material, and tender offers; (i) Defeasances; (j) Release, substitution, or sale of property securing repayment of the Bonds, if material; (k) Rating changes; (l) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (m) 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; (n) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material; (o) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (p) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City 99606708.5 -57- remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 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 99606708.5 -58- provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format – Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word- searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the United States Securities and Exchange Commission. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential “underwriters” in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit H, with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City’s financial affairs, its municipal or financial advisors, its legal counsel (including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 47. Book-Entry Only System. The Bonds 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 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). 99606708.5 -59- With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository’s agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 48. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or 99606708.5 -60- corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General’s office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 49. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 50. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 51. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City’s reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. The Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 52. Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 53. 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 54. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, verification agent or any other contract that is determined by an Authorized Official, the City’s Financial Advisor, or the City’s Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than 99606708.5 -61- the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. The City Council has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 55. City’s Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes the Authorized Official, the City’s Bond Counsel, and/or the City’s Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 56. Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.] S-1 SIGNED AND SEALED THIS 19TH DAY OF MAY, 2020. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (SEAL) APPROVED THIS ____ DAY OF ___________, 2020: ____________________________________ Miles Risley, City Attorney S-2 THE STATE OF TEXAS § § COUNTIES OF NUECES, § ARANSAS, KLEBERG, AND § SAN PATRICIO § § CITY OF CORPUS CHRISTI § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 19th day of May, 2020, authorizing the issuance of one or more series of the City’s Utility System Junior Lien Revenue Improvement and/or Refunding Bonds, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the ____ DAY OF ___________, 2020. City Secretary (CITY SEAL) S-3 The foregoing ordinance was read for the first time and passed to its second reading on this the 12th day of May, 2020, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the 19th day of May, 2020, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED, this the 19th day of May, 2020. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor S-4 INDEX TO SCHEDULES AND EXHIBITS Schedule I................................................................................... Schedule of Refunded Obligations Schedule II ........................................................................................................Approval Certificate Exhibit A ................................................................................... Paying Agent/Registrar Agreement Exhibit B .............................................................................................................. Purchase Contract Exhibit C .............................................................................................Escrow and Trust Agreement Exhibit D ........................................................................................................ Notice of Redemption Exhibit E .................................................................... Description of Annual Financial Information Exhibit F.................................................................................. Form of Reimbursement Agreement Exhibit G .......................................................................................... DTC Letter of Representations Exhibit H ........................ General Policies and Procedures Concerning Compliance With the Rule 99606708.5 Schedule I-1 SCHEDULE I Schedule of Refunded Obligations [To be completed based off the Refunding Candidates selected upon the sale of the respective series of obligations] 99606708.5 Schedule II-1 SCHEDULE II Approval Certificate See Tab No. __ 99606708.5 A-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. __ 99606708.5 B-1 EXHIBIT B Purchase Contract See Tab No. __ 99606708.5 C-1 EXHIBIT C Escrow and Trust Agreement See Tab No. __ 99606708.5 D-1 EXHIBIT D Notice of Redemption See Tab No. __ 99606708.5 E-1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 46 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The City’s audited financial statements for the most recently concluded Fiscal Year 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 23 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. 99606708.5 F-1 EXHIBIT F Form of Reimbursement Agreement N/A 99606708.5 G-1 EXHIBIT G DTC Letter of Representations See Tab No. __ 99606708.5 H-1 EXHIBIT H General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 46 of the Ordinance. Bonds refer to the Bonds that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City’s compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 46C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that “participating underwriters” (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City’s informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the City’s obligations under the Rule, the advice from and discussions with the City’s internal senior staff (including staff charged with administering the City’s financial affairs), its co-municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Director of Finance (the Compliance Officer) shall be responsible for satisfying the City’s obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or “tickler” systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the City’s information of the type described in Section 46B of the Ordinance; 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 46C of the Ordinance; 99606708.5 H-2 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation, the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any “participating underwriter” (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City’s internal staff identified by the Compliance Officer to assist with the City’s satisfaction of the terms and provisions of the Undertaking. AGENDA MEMORANDUM First Reading for the City Council Meeting of May 12, 2020 Second Reading for the City Council Meeting of May 19, 2020 ______________________________________________________________________ DATE: April 30, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis HeatherH3@cctexas.com (361) 826-3227 CAPTION: Ordinance authorizing the delegation of the issuance of City of Corpus Christi, Texas General Improvement and Refunding Bonds, Series 2020 related to Streets and City Facilities improvements in an amount not to exceed $96,000,000 and refunding various series in an amount not to exceed $94,100,000, within set parameters and according to the plan of finance set by the City’s financial advisors to the City Manager, Chief Financial Officer, or Finance Director and authorizing other matters incident and related thereto. SUMMARY: The City plans on issuing $96,000,000 of General Improvement bonds approved by the voters in the 2018 Bond election and a not to exceed amount of $94,100,000 in Refunding Bonds for savings. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Business Analysis per the plan of finance set by the City’s financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Financial Business Analysis - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the “Authorized Officials”) the authority to approve the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $190,100,000; (2) the refunding will result in a net present value savings of at least 3%; and (3) the true interest rate shall not exceed 5% per year. The City's bond counsel Delegating the Authorization for the Issuance of General Improvement and Refunding Bonds – Tax Exempt has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. In November 2018, voters approved 6 propositions totaling $96,000,000 for improvements to Streets, Park and Recreational facilities, Library and Cultural facilities, Public Safety facilities, and Public Health facilities. The sale of these General Improvement Bonds will provide funding for the projects approved in these 6 approved propositions. On January 22, 2019, the City Council approved a $96,000,000 reimbursement resolution to begin awarding contracts for the Bond 2018 projects prior to the issuance of bonds. This agenda item will allow for the issuance of General Improvement Bonds to reimburse the City funds used for these projects. The City’s Financial Advisor, Estrada Hinojosa, has identified several bonds series that are eligible for refunding at this time. Due to the current instability in the market, a decision has not been made as to which of the identified series will be refunded or if the refunded bonds will be taxable or tax-exempt, but the amount including issuance costs will not exceed $94,100,000. To move forward with refunding a series the refunding must result in a net present value savings of at least 3%. If all identified series are refunded, assuming market conditions earlier in the year, the projected annual savings for the General Fund could be up to approximately $7,700,000 over the remaining life of the bonds. The average remaining life of the identified series is 8.9 years with an estimated net present value savings of 8.67%. This is the first step in the process of issuing bonds. The next step is meeting with the rating agencies in late May followed by issuing of the preliminary official statement in early June, and then the sale of the new money bonds in mid-June. City Council will be updated with the final results of the issuance at completion. A complete timeline is shown below: Date Event May 19, 2020 Adopt delegation ordinance Week of May 25th Calls with rating agencies Week of June 1st Due diligence calls June 10, 2020 Posting of Preliminary Official Statement June 17, 2020 Pricing and sale of bonds July 15, 2020 Close on financing ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $96,000,000 in bond proceeds for use on the streets and facility projects approved by voters during then 2018 Bond Election. Through this election, the voters approved a 2 cent increase in the tax rate that will be implemented in Fiscal Year 2021. The refundings could generate up to $7,700,000, or a 8.67% net present value savings, savings over the remaining life of the bonds. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance 99597198.5 ORDINANCE NO. ______________ AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES); LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF ONE OR MORE SERIES OF BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE ESCROW AGREEMENTS, PAYING AGENT/REGISTRAR AGREEMENTS AND PURCHASE CONTRACTS EACH PERTAINING TO A SERIES OF BONDS; COMPLYING WITH THE PROVISIONS OF THE DEPOSITORY TRUST COMPANY’S LETTER OF REPRESENTATIONS; DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS AND STAFF TO APPROVE AND EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF BONDS; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer or the City) hereby finds and determines that new money general improvement bonds of the Issuer in the total principal amount of $______________ (plus the allocation of a portion of the reoffering premium in the amount of $_________, to aggregate $____________) of the hereinafter-described voter authorization should be issued and sold at this time, being the first [and final] installment of general improvement bonds approved and authorized to be issued at an election held on November 6, 2018 (the Election), the respective authorized purposes and amounts authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this ordinance, and amounts remaining to be issued from such voted authorizations subsequent to the date hereof being as follows: Date Voted Purpose Amount Authorized Previously Issued Bonds Bonds Issued Herein Premium allocated to Bonds Herein Amount Unissued 11/06/2018 Streets and Sidewalks $52,000,000 $0 $ $ $ 11/06/2018 Streets and Sidewalks $22,000,000 $0 $ $ $ 11/06/2018 Parks and Recreation Facilities $5,630,000 $0 $ $ $ 11/06/2018 Library and Cultural Facilities $3,878,000 $0 $ $ $ 11/06/2018 Public Safety Facilities $11,343,000 $0 $ $ $ 11/06/2018 Public Health Facilities $1,149,000 $0 $ $ $ WHEREAS, the Governing Body of the Issuer has heretofore issued, sold, and delivered, and there are currently outstanding (i) obligations in the aggregate original principal amount of 99597198.5 -2- $____________, being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code (Chapter 1207), the Governing Body is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with Chapter 1207, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the Issuer; and WHEREAS, when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose and may not be included in or considered to be an indebtedness of the Issuer for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, [BOKF, NA, Dallas, Texas / The Bank of New York Mellon Trust Company, N.A., Dallas, Texas], currently serves as the paying agent for the Refunded Obligations as disclosed on Schedule I hereto; and WHEREAS, [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas] (which is not the depository bank of the City), is hereby appointed as the Escrow Agent (hereinafter defined) and as the Paying Agent/Registrar (hereafter defined) for the bonds; and WHEREAS, the Governing Body also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the refunding bonds herein authorized and being issued to realize debt service savings, and such refunding will result in a gross savings of $__________ and a net present value savings of $____________ (__________%); and WHEREAS, the Governing Body hereby finds and determines that, pursuant to applicable Texas law, the delegation to the Authorized Officials with the authority to execute an Approval Certificate (a form of which is attached hereto as Schedule II) to approve the final terms of each series of Bonds as set forth in respective Approval Certificate is in the best interest of the City; and WHEREAS, the Governing Body has determined that the issuance of general improvement bonds is in the best interest of the City and its residents; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: 99597198.5 -3- SECTION 1: Authorization – Designation – Principal Amount – Purpose. General improvement and/or refunding bonds of the Issuer shall be and are hereby authorized to be issued in the aggregate principal amount of _____________________________________________ AND NO/100 DOLLARS ($__________) to be designated and bear the title “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2020” (the Bonds), for the purpose of (i) providing funds for the purposes authorized at the Election; (ii) accomplishing the refunding of the Refunded Obligations; and (iii) paying the costs of issuing the Bonds, in conformity with the laws of the State of Texas, particularly Chapters 1207, 1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, the Home Rule Charter of the Issuer, this ordinance (the Ordinance) adopted by the Governing Body on May 19, 2020, and the Election referenced in the preamble to this Ordinance. As authorized by Chapter 1207 and Chapter 1371, as amended, Texas Government Code (Chapter 1371), each Authorized Official (defined herein) is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering one or more series of general improvement and/or refunding bonds as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for each series of general improvement and/or refunding bonds: A. whether such series of bonds shall be issued as general improvement, refunding, or improvement and refunding bonds, and if refunding or general improvement and refunding bonds, the identification and selection from the Refunding Candidates (defined herein) of those Issuer obligations to be included as the Refunded Obligations refunded with the proceeds of such series of bonds; B. the style of each series of bonds, which style indicates (with respect to each series of bonds) the use of proceeds thereof, calendar year of issuance, and (if necessary or desired) a letter or other sequential identification indicating that multiple series of bonds of the same or similar type have been or will be issued hereunder during a particular calendar year; C. the aggregate principal amount of each series of bonds, as well as the principal amount of each stated maturity within a series of bonds; D. the rate of interest to be borne on the principal amount of each stated maturity within a series of bonds and the interest payment dates for such series of bonds; E. the Bond Date for each series of bonds; F. whether such series of bonds is sold pursuant to a competitive or negotiated sale based upon the advice of the Issuer’s financial advisor; G. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to each series of bonds; 99597198.5 -4- H. whether or not to issue such series of bonds on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of such series of bonds; I. the pricing of each series of bonds, including use of premium, discount, underwriters’ compensation, and costs of issuance; and J. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the applicable series of bonds, to consist of one (1) or more financial institutions included in the Issuer’s approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate, which approval, replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Bonds shall be issued within the following parameters: A. the principal amount of the Bonds issued hereunder shall not exceed $190,100,000, being the sum of “new money” Bonds (determined as the amount of principal of such Bonds allocated to the authorization approved by voters of the City at the Election) in the principal amount not to exceed $96,000,000, and “refunding” Bonds (determined as the amount of principal of such Bonds allocated to the refunding of the Refunded Obligations) in the principal amount not to exceed $94,100,000; B. the maximum maturity of any series of Bonds shall not occur later than March 1, 2040; C. the true interest cost on each series of Bonds shall not exceed a rate greater than 5.0% per annum; D. the refunding of the Refunded Obligations by the Bonds shall produce net present value savings, determined on a comparative basis to the prior debt service on Refunded Obligations then being refunded by the Bonds, of at least 3.0%; and E. the final series of Bonds hereunder issued shall be sold on or before May 19, 2021 (though the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring thereafter, as determined by an Authorized Official). Any Authorized Official, acting for and on behalf of the Issuer, is authorized, with respect to a series of bonds, to complete and execute an Approval Certificate, in substantially the form attached hereto as Schedule II. The execution of the Approval Certificate shall evidence the sale date of each series of Bonds by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1207 and Chapter 1371 and as set forth in Schedule II. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of a series of Bonds pursuant to the delegated authority granted hereunder and to reflect such final terms for such series of Bonds, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Bonds then being issued, (B) selection of the appropriate terms to reflect the 99597198.5 -5- final transaction structure and terms of sale evidenced in an applicable Approval Certificate, (C) if applicable, completion of Schedule I with those Refunding Candidates selected as Refunded Obligations to be refunded with the proceeds a particular series of Bonds issued as refunding bonds or refunding and improvement bonds, and (D) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Authorized Official is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to any series of Bonds that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Bonds hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2: Fully Registered Obligations – Authorized Denominations – Stated Maturities – Interest Rates – Bond Date. The Bonds are issuable in fully registered form only, shall be dated _________ __, 2020 (the Bond Date), shall be issued in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), and shall be lettered “R” and numbered consecutively from One (1) upward. The Bonds shall become due and payable on March 1 in each of the years and in the amounts and bear interest at the rates per annum, in accordance with the following schedule: Year of Stated Maturity Principal Amount ($) Interest Rate (%) 99597198.5 -6- The Bonds shall bear interest on the unpaid principal amounts from the [Bond/Closing Date (anticipated to occur on or about ________ __, 2020)], or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing [March/September] 1, 20__, while the Bonds are Outstanding. SECTION 3: Payment of Bonds – Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable to the Holder (hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds. The selection and appointment of [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas], to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the Issuer agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto in substantially final form as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the Issuer may prescribe. The Issuer covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution, or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and shall be authorized by law to serve as a Paying Agent/Registrar. The Issuer reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the Issuer agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds (the Holder or Holders) appearing on the Security Register maintained on behalf of the Issuer by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of paying interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds’ Stated Maturity, and (iii) on any other date for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the Issuer nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. 99597198.5 -7- Principal of and premium, if any, on the Bonds, shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth (15th) day of the month next preceding the Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register, or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder’s risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled Interest Payment Date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date--which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption of Term Bonds. The Bonds stated to mature on March 1, 20__ and March 1, 20__ are referred to herein as the “Term Bonds”. The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 99597198.5 -8- Term Bonds Stated to Mature on March 1, 20__ Term Bonds Stated to Mature on March 1, 20__ Year Principal Amount ($) Year Principal Amount ($) 20__ 20__ 20__ 20__ 20__ 20__ *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption of Bonds. The Bonds having Stated Maturities on and after March 1, 20__ shall be subject to redemption prior to Stated Maturity, at the option of the Issuer, on March 1, 20__ or on any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of the Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem the Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the Issuer to exercise the right to redeem the Bonds shall be entered in the minutes of the governing body of the Issuer. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United States mail, first-class postage prepaid, in the name of the Issuer and at the Issuer’s expense, to 99597198.5 -9- each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding. F. Transfer/Exchange of Bonds. Neither the Issuer nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds, or (ii) to transfer or exchange any Bond selected for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution – Registration. The Bonds shall be executed on behalf of the Issuer by its Mayor under the seal of the Issuer reproduced or impressed thereon and attested by its City Secretary. The signature of either of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Bond Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts 99597198.5 -10- of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration – Transfer – Exchange of Bonds – Predecessor Bonds. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the Issuer at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished by, the Issuer of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest, and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Paying Agent/Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the Issuer to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder at his request, risk, and expense and, upon the delivery thereof, the same shall be the valid and binding obligations of the Issuer, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be “Predecessor Bonds”, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and 99597198.5 -11- delivered pursuant to Section 16 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a fully registered Bond in the total principal amount of $________ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the Initial Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the Purchasers, or his or their designee, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered “R” and numbered consecutively from one (1) upward, for transfer and delivery to the Holders named and at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the Issuer or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 99597198.5 -12- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. __________ $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF NUECES, ARANSAS, KLEBERG, AND SAN PATRICIO CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND/OR REFUNDING BOND, SERIES 2020 Bond Date: Interest Rate: Stated Maturity: CUSIP No.: ______ __, 2020 REGISTERED OWNER: _________________________________________________________ PRINCIPAL AMOUNT: _______________________________________________ DOLLARS The City of Corpus Christi, Texas (the Issuer), a body corporate and municipal corporation located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount stated above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360-day year of twelve 30-day months) from the [Bond/Closing Date (anticipated to occur on or about ________ __, 2020)], or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate specified above; such interest being payable on March 1 and September 1 of each year (each, an Interest Payment Date), commencing [March/September] 1, 20__. Principal and premium, if any, of this Bond shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth (15th) day of the month next preceding the Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. 99597198.5 -13- This Bond is one of the series specified in its title issued in the aggregate principal amount of $_________ (the Bonds) pursuant to an ordinance adopted by the Governing Body of the Issuer (the Ordinance), for the purpose of (i) providing funds for the purposes authorized at the Election; (ii) accomplishing the refunding of the Refunded Obligations; and (iii) paying the costs of issuing the Bonds, under and in strict conformity with the laws of the State of Texas, particularly Chapters 1207, 1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, the Home Rule Charter of the Issuer, the Ordinance, and the election identified in the preamble of the Ordinance. As specified in the Ordinance, the Bonds stated to mature on March 1, 20__ and March 1, 20__ are referred to herein as the “Term Bonds”. The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Stated to Mature on March 1, 20__ Term Bonds Stated to Mature on March 1, 20__ Year Principal Amount ($) Year Principal Amount ($) 20__ 20__ 20__ 20__ 20__ 20__ *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As stated in the Ordinance, the Bonds stated to mature on and after March 1, 20__ may be redeemed prior to their Stated Maturities, at the option of the Issuer, on March 1, 20__, or on any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days’ prior written notice shall be sent to the Holder of the Bonds to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated 99597198.5 -14- Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the Issuer or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property within the Issuer. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to its Stated Maturity and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein without definition have the same meanings assigned in the Ordinance. As provided in the Ordinance and subject to certain limitations contained therein, this Bond is transferable on the Security Register of the Issuer, upon surrender of this Bond for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other 99597198.5 -15- purposes, and neither the Issuer nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 99597198.5 -16- IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS ____________________________________ Mayor ATTEST: _____________________________ City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 99597198.5 -17- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this ____________________. ____________________________________ Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Bonds. D. *Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: ___________________________________ [THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas], as Paying Agent/Registrar By: _______________________________ Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 99597198.5 -18- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): _________________________________ ______________________________________________________________________________ (Social Security or other identifying number): ________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ____________________________ ________________________________________________ NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: ____________________________________ [The remainder of this page intentionally left blank.] 99597198.5 -19- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in subsection B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond the headings “Interest Rate ” and “Stated Maturity ” shall both be completed “as shown below”; and (2) the first (1st) two (2) paragraphs shall read as follows: REGISTERED OWNER: _________________________________________________________ PRINCIPAL AMOUNT: _______________________________________________ DOLLARS The City of Corpus Christi, Texas (the Issuer), a body corporate and municipal corporation located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the first (1st) day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Year of Stated Maturity Principal Amount ($) Interest Rate (%) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal installments hereof from the [Bond/Closing Date (anticipated to occur on or about __________ __, 2020)], or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above, computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year (each, an Interest Payment Date), commencing [March/September] 1, 20__. Principal of this Bond shall be payable to the Holder hereof, upon presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas] (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth (15th) day of the month next preceding the Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. 99597198.5 -20- G. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers (hereinafter defined), the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer to appear under the following header: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, certain terms used in Sections 17 and 38 of this Ordinance have the meanings assigned to them in such Sections, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Official shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Financial Services, City Secretary, and City Attorney of the City. B. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. C. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. D. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. E. The term Depository shall mean an official depository bank of the Issuer. F. The term Government Securities, as used herein, shall mean: (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than “AAA” or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer 99597198.5 -21- adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than “AAA” or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. G. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. H. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being March 1 and September 1 of each year, commencing [March/September] 1, 20__, while any of the Bonds remain Outstanding. I. The term Issuer shall mean the City of Corpus Christi, Texas, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the Governing Body of the Issuer. J. The term Ordinance shall mean this ordinance adopted by the Governing Body of the Issuer on May 19, 2020. K. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the Issuer in accordance with the provisions of Section 18 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this Ordinance. L. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 20 of this Ordinance. M. The term Refunding Candidates shall mean the following obligations of the City from which the Refunded Obligations are selected by an Authorized Official: (1) City of Corpus Christi, Texas General Improvement Bonds, Series 2012, dated January 1, 2012, in the original principal amount of $44,695,000, and stated to mature on March 1 in each of the years 2022 through 2032, in the aggregate principal amount of $32,335,000, to be redeemed on March 1, 2021; (2) City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT), dated August 15, 2012, in the original principal amount of $5,990,000, and stated to mature on March 1 in each of the years 2023 through 2033, March 1, 2035, and March 1, 2037, in the aggregate principal amount of $4,440,000, to be redeemed on _________ __, 2020; 99597198.5 -22- (3) City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012B (Airport Refunding – Non-AMT), dated July 1, 2012, in the original principal amount of $9,880,000, and stated to mature on March 1 in each of the years 2023 through 2030, in the aggregate principal amount of $9,430,000, to be redeemed on _________ __, 2020; (4) City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012C, dated December 1, 2012, in the original principal amount of $29,855,000, and stated to mature on March 1, 2023, in the aggregate principal amount of $2,250,000, to be redeemed on _________ __, 2020; (5) City of Corpus Christi, Texas General Improvement Refunding Bonds, Taxable Series 2012, dated December 1, 2012, in the original principal amount of $107,660,000, and stated to mature on March 1 in each of the years 2023 through 2028, March 1, 2032, and March 1, 2038, in the aggregate principal amount of $44,710,000, to be redeemed on _________ __, 2020; and (6) City of Corpus Christi, Texas General Improvement Bonds, Series 2013, dated June 1, 2013, in the original principal amount of $82,025,000, and stated to mature on March 1 in each of the years 2024 through 2033, in the aggregate principal amount of $51,800,000, to be redeemed on _________ __, 2020. N. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Bond Fund – Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be and is hereby created a special fund to be designated “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2020, INTEREST AND SINKING FUND” (the Bond Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose and shall be maintained as provided in Section 17. Authorized Officials of the Issuer are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of and interest on the Bonds as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund established pursuant to the provisions of this Ordinance may, at the option of the Issuer, be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities including, but 99597198.5 -23- not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing Administration; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. All interest and income derived from deposits and investments in such fund shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11: Levy of Taxes – Surplus Bond Proceeds. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds, and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of two percent (2%) (whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal year commencing October 1, 2020 and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars’ ($100) valuation of taxable property in the Issuer, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Accrued interest, if any, received from the Purchasers of the Bonds shall be deposited to the Bond Fund, and ad valorem taxes levied and collected for the benefit of the Bonds shall be deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in the Bond Fund from ad valorem taxes. SECTION 12: Security for Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the event the Issuer: (i) defaults in the payments to be made to the Bond Fund; or (ii) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in 99597198.5 -24- this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Governing Body of the Issuer and other officers of the Issuer to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 14: Notices to Holders – Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds or Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer. SECTION 16: Mutilated, Destroyed, Lost and Stolen Bonds. If: (i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond; and (ii) there is delivered to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer’s request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. 99597198.5 -25- In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond, or payment in lieu thereof, under this Section, the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney’s fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 17: [Covenants to Maintain Tax — Exempt Status. / Taxable Obligations. The Bonds are not “state or local bonds” within the meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore, the interest on the Bonds is not excludable from the gross income of the holders thereof for federal income tax purposes.] A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. 99597198.5 -26- Yield of: (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Issuer shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Issuer receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the Issuer shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds, or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (including property financed with Gross Proceeds of the Refunded Obligations), other than taxes of general application within the Issuer or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property 99597198.5 -27- acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield on any Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Issuer shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary of the Treasury may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The Issuer shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six (6) years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the Issuer may commingle Gross Proceeds of the Bonds with other money of the Issuer, provided that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Issuer shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The Issuer shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six (6) years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the Issuer shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when 99597198.5 -28- added to the future value of previous rebate payments made for the Bonds equals: (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The Issuer shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) At the time the Refunded Obligations were issued, the Issuer reasonably expected to spend at least eighty-five percent (85%) of the spendable proceeds of such bonds within three (3) years after such bonds were issued. (2) With respect to the new money portion of the Bonds, the Issuer reasonably expects to spend at least eighty-five percent (85%) of the spendable proceeds of the Bonds within three (3) years after such Bonds are issued. (3) Not more than fifty percent (50%) of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four (4) years or more. K. [Current Refunding of the Refunded Obligations. The Bonds are being issued to refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the Issuer has employed no “device” to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The Issuer has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the 99597198.5 -29- Refunded Obligations. Accordingly, the Issuer expects to invest the Bond proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions.] L. Elections. The Issuer hereby directs and authorizes any Authorized Official or the City Attorney, either or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 18: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and all covenants, agreements, and other obligations of the Issuer to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. To the extent applicable, if at all, Issuer covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 17). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds, such money was deposited and is held in trust to pay shall upon the request of the Issuer be remitted to the Issuer against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. 99597198.5 -30- Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in clause (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the Issuer expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of clause (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 19: Ordinance a Contract – Amendments – Outstanding Bonds. The Issuer acknowledges that the covenants and obligations of the Issuer herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the Issuer, and its successors and assigns, and it shall not be amended or repealed by the Issuer so long as any Bond remains Outstanding except as permitted in this Section. The Issuer may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Issuer may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall: (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds; (2) give any preference to any Bond over any other Bond; or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 20: Sale of the Bonds – Approval of Purchase Contract – Use of Bond Proceeds – Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold by the Issuer to ___________________, _______________, _____________, as the authorized representative of a group of underwriters (the Purchasers), having all the rights, benefits, and obligations of a Holder, in accordance with the provisions of a Purchase Contract, dated _______, __, 2020, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of _________________. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the Issuer. Each Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the Issuer and as the act and deed of this Governing Body, and in regard to the approval and execution of the Purchase Contract, the Governing Body hereby finds, determines, and declares that the representations, warranties, and agreements of the Issuer contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the Issuer. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. 99597198.5 -31- Furthermore, the Issuer hereby ratifies, confirms, and approves in all respects (i) the Issuer’s prior determination that the Preliminary Official Statement was, as of its date, “deemed final” in accordance with the Rule (hereinafter defined), and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale, referenced in the Purchase Contract (together with such changes approved by an Authorized Official), shall be and is hereby in all respects approved, and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated ____________ __, 2020, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary of the Issuer are further authorized and directed to manually execute and deliver for and on behalf of the Issuer copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the Governing Body and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the Issuer are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. Proceeds from the sale of the Bonds shall be applied as follows: A. The Issuer received a [net] reoffering premium from the sale of the Bonds of $__________, of which $________ is attributable to the refunding portion of the Bonds (the Refunding Premium) and $_________ is attributable to the new money portion of the Bonds (the New Money Premium). The Refunding Premium is hereby allocated by the Issuer in the following manner: (i) $________ shall be used to pay costs of issuance and contingency amount; (ii) $_________ shall be used to pay the Purchasers’ discount; and (iii) $___________ shall be deposited into the hereinafter defined Escrow Fund to provide for the refunding of the Refunded Obligations as described in subsection B below. The New Money Premium is hereby allocated by the Issuer in the following manner: (i) $__________ shall be used to pay costs of issuance and contingency amount; (ii) $___________ shall be used to pay the Purchasers’ discount; and (iii) $__________ shall be counted against the Issuer’s voted authorization and deposited into the special construction account or accounts as described in subsection C below. B. $___________ (representing $_________ of principal and $___________ of the Refunding Premium allocated to the refunding of the Refunded Obligations as described in subsection A above) shall be deposited and expended pursuant to the Agreement (hereinafter defined). C. $____________ (representing $_________ of principal and $__________ of the New Money Premium allocated against the applicable voted authorization as specified in the table included in the preamble of this Ordinance and as described in subsection A above) shall be deposited into the special construction account or accounts created for the projects to be constructed with the Bond proceeds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as 99597198.5 -32- required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 11. SECTION 21: Escrow Agreement Approval and Execution. The Escrow and Trust Agreement, dated as of May 19, 2020, to be effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the Issuer and [The Bank of New York Mellon Trust Company, N.A., Dallas, Texas] (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto as Exhibit C, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the Issuer, is hereby authorized to be executed by any Authorized Official and on behalf of the Issuer and as the act and deed of this Governing Body; and such Agreement as executed by said officials shall be deemed approved by the Governing Body and constitute the Agreement herein approved. Furthermore, each Authorized Official in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2020 ESCROW FUND” (the Escrow Fund), including the execution of the subscription forms for the purchase and issuance of the “United States Treasury Securities - State and Local Government Series”, if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of Chapter 1207, this Ordinance, and the Agreement. SECTION 22: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturity at the price of par plus accrued interest to their date of redemption. The Mayor shall give written notice to the Escrow Agent that all of the Refunded Obligations have been called for redemption, and the Governing Body orders that such obligations are called for redemption on the earliest optional redemption date that such Refunded Obligations are callable at par and without make- whole or other premium, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The Escrow Agent is authorized and instructed to provide the notice of redemption to the holders of the Refunded Obligations in the form and manner described in the ordinance authorizing the issuance of the Refunded Obligations. SECTION 23: Control and Custody of Bonds. The Mayor of the Issuer shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas including the printing and supply of definitive Bonds and shall take and have charge and control of the Initial Bond pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers. 99597198.5 -33- Furthermore, any Authorized Official, either individually or any combination of them, are hereby authorized and directed to furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the Issuer’s Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for definitive Bonds. SECTION 24: Printed Opinion. The Purchasers’ obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinions on the reverse side of each of the Bonds is hereby approved and authorized. SECTION 25: CUSIP Numbers. CUSIP numbers may be printed or typ ed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the Issuer nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders. SECTION 27: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 28: Governing 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 29: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 30: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 31: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, 99597198.5 -34- place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 32: Authorization of Paying Agent/Registrar Agreement. The Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the registration, exchange, transferability, and payment of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 33: Incorporation of Preamble Recitals. The recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body of the Issuer. SECTION 34: Book-Entry-Only System. The Bonds shall initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (the DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The Issuer and the Paying Agent/Register are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit E (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. 99597198.5 -35- In the event that: (i) the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter; (ii) the Representation Letter shall be terminated for any reason; or (iii) DTC or the Issuer determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall notify the Paying Agent/Registrar, DTC, and DTC Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the Issuer may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Issuer, or such depository’s agent or designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 35: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 36: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 37: No Recourse Against Issuer Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Bond. SECTION 38: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB’s Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. 99597198.5 -36- Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the Issuer’s continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose of compliance with the Rule. B. Annual Reports. The Issuer shall file annually with the MSRB (i) within six (6) months after the end of each fiscal year of the Issuer ending in or after 2020, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 20 of this Ordinance, being the information described in Exhibit F hereto, and (ii) if not provided as part such financial information and operating data, audited financial statements of the Issuer, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit F hereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the Issuer commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Issuer shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the Issuer must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor’s opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the Issuer’s fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the Issuer changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. 99597198.5 -37- C. Notice of Certain Events. The Issuer shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10) business days after occurrence of the event: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the Issuer, which shall occur as described below; (13) the consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and 99597198.5 -38- (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The Issuer shall file notice with the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 99597198.5 -39- No default by the Issuer in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (i) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The Issuer may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the Issuer also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such provisions as so amended, and (ii) any amendments or interpretations of the Rule. If the Issuer so amends the provisions of this Section, the Issuer shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format – Incorporation by Reference. The Issuer information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. 99597198.5 -40- F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential “underwriters” in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit G, with which the Issuer shall follow to assure compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the Issuer’s financial affairs, its municipal or financial advisors, its legal counsel (including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the Issuer and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 39: Further Procedures. The officers and employees of the Issuer are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to: (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement; (ii) obtain a rating from any of the national bond rating agencies; or (iii) obtain the approval of the Bonds by the Office of the Attorney General of the State of Texas. In case any officer of the Issuer whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 40: Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and any other applicable law, the Governing Body, hereby delegates to each Authorized Official other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, verification agent, or any other contract that is determined by an Authorized Official (other than the Mayor), the City’s Financial Advisors, or the City’s Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the 99597198.5 -41- Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. As a result of such delegation, the provisions of Section 2252.908, as amended, Texas Government Code, are not applicable to the Ancillary Bond Contracts pursuant to 1 Texas Administrative Code Sec. 46.1(c). SECTION 41: Perfection of Security Interest. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the Issuer in Section 11, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes granted by the Issuer is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in this pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 42: City’s Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, the City’s Bond Counsel, and/or the City’s Financial Advisors to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 43: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City’s Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] S-1 PASSED, APPROVED AND ADOPTED on the 19th day of May, 2020. CITY OF CORPUS CHRISTI, TEXAS ____________________________________ Mayor ATTEST: ____________________________________ City Secretary (SEAL) APPROVED THIS 19th DAY OF MAY, 2020: ________________________ Miles Risley, City Attorney [The remainder of this page intentionally left blank.] S-2 THE STATE OF TEXAS COUNTY OF NUECES § § § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 19th day of May, 2020, authorizing the issuance of one or more series of the City’s general improvement and/or refunding bonds, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the ____ day of _________, 2020. City Secretary (CITY SEAL) S-3 The foregoing ordinance was read for the first time and passed to its second reading on this the 12th day of May, 2020, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the 19th day of May, 2020, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED, this the 19th day of May, 2020. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor 99597198.5 Index-1 INDEX OF SCHEDULES AND EXHIBITS Schedule I – Schedule of Refunded Obligations Schedule II – Approval Certificate Exhibit A – Paying Agent/Registrar Agreement Exhibit B – Purchase Contract Exhibit C – Escrow Agreement Exhibit D – Notice of Redemption Exhibit E – DTC Letter of Representations Exhibit F – Description of Annual Financial Information Exhibit G – General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 99597198.5 Schedule I-1 SCHEDULE I SCHEDULE OF REFUNDED OBLIGATIONS [To be completed based off the Refunding Candidates selected upon the sale of the respective series of obligations] 99597198.5 Schedule II-1 SCHEDULE II APPROVAL CERTIFICATE See Tab No. __ 99597198.5 A-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. __ 99597198.5 B-1 EXHIBIT B PURCHASE CONTRACT See Tab No. __ 99597198.5 C-1 EXHIBIT C ESCROW AGREEMENT See Tab No. __ 99597198.5 D-1 EXHIBIT D NOTICE OF REDEMPTION See Tab No. __ 99597198.5 E-1 EXHIBIT E DTC LETTER OF REPRESENTATIONS See Tab No. __ 99597198.5 F-1 EXHIBIT F DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 38 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the Issuer to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The Issuer’s audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the Issuer appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. Tables 1 through 6 and 8 through 12 in the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 99597198.5 G-1 EXHIBIT G GENERAL POLICIES AND PROCEDURES CONCERNING COMPLIANCE WITH THE RULE I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 38 of the Ordinance. Bonds refer to the Bonds that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the Issuer’s compliance with the Rule. III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 38C of the Ordinance, which provisions are a part of the Undertaking. IV. The Issuer is aware that “participating underwriters” (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the Issuer is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The Issuer now establishes the following general policies and procedures (the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the Issuer’s informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the Issuer’s obligations under the Rule, the advice from and discussions with the Issuer’s internal senior staff (including staff charged with administering the Issuer’s financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Chief Financial Officer (the Compliance Officer) shall be responsible for satisfying the Issuer’s obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or “tickler” systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the Issuer’s information of the type described in Section 38B of the Ordinance; 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 38C of the Ordinance; 99597198.5 G-2 4. the Compliance Officer shall work with external consultants of the Issuer, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the Issuer, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any Issuer agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation, the occurrence of any of which reflect financial difficulties of the Issuer; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any “participating underwriter” (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the Issuer’s internal staff identified by the Compliance Officer to assist with the Issuer’s satisfaction of the terms and provisions of the Undertaking. DATE: May 19, 2020 TO: Peter Zanoni, City Manager FROM: Bill Mahaffey, Director of Gas Operations BillM@cctexas.com (361) 826-1801 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a lease-purchase of one directional boring machine from Vermeer Texas-Louisiana, for a total amount of $254,472.60 to be used by Gas Operations to bore holes for natural gas lines, effective upon issuance of letter of acceptance , with FY 2020 funding in the amount of $4,241.21 available through the Gas Fund. PURPOSE: This motion is to authorize the lease-purchase of one 2020 directional boring machine with mud pump system D20x22 Series 3 Navigator for Gas Operations to be used to bore holes for natural gas lines throughout the City. The new unit is a replacement to the Maintenance Fleet. It is replacing a 2011 Vermeer D20x22II that is 9 years old, and is beyond its service life of 8 years. BACKGROUND AND FINDINGS: Gas Operations has an operational need for one boring machine, which will be used to bore holes for natural gas lines. The unit will be a replacement to the Maintenance Fleet. The department struggles to meet mission requirements due to the increasing age, repairs and increase maintenance requirements of the unit being replaced. This procurement is through the Sourcewell Purchasing Cooperative. Contracts awarded through the Sourcewell Purchasing Cooperative have been competitively procured, in compliance with Texas local and state procurement requirements. Lease Purchase of One Directional Boring Machine for Gas Operations AGENDA MEMORANDUM Action Item for the City Council Meeting of May 19, 2020 ALTERNATIVES: An alternative is to continue using the older directional boring machine , and struggle to meet mission requirements due to the increasing age, repairs and increase maintenance requirements. This would result in less construction work and less response to emergency repairs, therefore creating a loss of service to City customers FISCAL IMPACT: The fiscal impact for Gas Operations in FY 2020 is $4,241.21 for the lease purchase of one directional boring machine. The remaining balance will be budgeted in future years through the annual budget process. Financing for the lease purchase of this boring machine is based on a sixty-month term with an estimated interest rate of 2.00% for an annual estimated payment of $50,894.52. The total estimated cost over the five-year period, including principal of $241,970.99 and interest of $12,501.61 is $254,472.60. Total Lease Purchase Price: $241,970.99 Total estimated allowable interest for Lease: $ 12,501.61 Grand Total: $254,472.60 Funding Detail: Fund: 4130 Gas Fund Organization/Activity: 34130 Gas Construction Mission Element: 022 Maintain the fleet Project # (CIP Only): N/A Account: 530190 Lease-Purchase Payments RECOMMENDATION: Staff recommends approval of this motion authorizing the lease-purchase of one directional boring machine from Vermeer Texas-Louisiana as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI Price Sheet Contracts and Procurement Directional Boring Machine for Gas Department Senior Buyer: Cynthia Perez Sourcewell Public Utility Contract #012418-VRM Unit Extended Price Price 1 2020 Directional Boring Machine with Mud Pump System D20x22 Series 3 Navigator 1 EA.$241,970.99 $241,970.99 TOTAL:$241,970.99 Vermeer Texas-Louisiana Corpus Christi, TX ITEM DESCRIPTION QTY.UNIT DATE: March 17, 2020 TO: Peter Zanoni, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com 361-826-3938 Mike Markle, Police Chief MikeMa@cctexas.com 361-886-2681 CAPTION: Resolution authorizing the submission of six grant applications to the Public Safety Office – Homeland Security Grants Division for the Homeland Security Grant Program to prevent terrorism and other catastrophic events in an amount of $423,413.91 for various functions of Public Safety. SUMMARY: This resolution authorizes the Corpus Christi Fire Department (CCFD) to submit six grant applications under the Homeland Security Grant Program for funding in an amount of $423,413.91 to the Public Safety Office, Homeland Security Grant Division. The grant funds will support CCFD, Airport and Corpus Christi Police Department (CCPD) functions such as bomb squad detection, incident command training, search and recovery dive operations, airport medical response, hazards preparedness training, and hazmat response enhancements. BACKGROUND AND FINDINGS: The Homeland Security Grant Program annually issues grants to improve state and local efforts to respond to potential acts of terrorism, catastrophic events, purchase advanced equipment and provide enhanced training. Since 2002, the U.S. Department of Homeland Security has annually issued grants to the State of Texas who in turn awards the grants to municipalities through the Homeland Security Grant Program. The City of Corpus Christi has received funds through these grants to fund projects similar to these Authorization to Submit Six Grant Applications to the Public Safety Office – Homeland Security Grant Division by the Fire Department AGENDA MEMORANDUM Action Item for the City Council Meeting April 28, 2020 six. The Bomb Squad Detection project will fund a bomb disposal robot to provide enhanced protection for the CCPD bomb squad. The Incident Command Training Program will provide training for Fire Officers to become incident command instructors to provide command training to the region. Funds will also be used to purchase the necessary equipment and supplies to establish a training center. The Dive Trailer will provide an enclosed cargo trailer for the CCPD Search & Recovery Dive Team to utilize to safely respond and rapidly deploy supplies, gear, and equipment to incidents. The Airport Medical Response Equipment project will provide medical equipment such as bleeding control kits for the Corpus Christi International Airport Public Safety teams to use during emergencies. Funding for the City of Corpus Christi All-Hazards Training will provide preparedness training to City personnel by allowing them to attend the Texas Emergency Management Conference, International Association of Emergency Managers Conference, and National Homeland Security Conference. The Regional HazMat Response Enhancement will provide the CCFD HazMat team with an MX908 device to identify extremely hazardous unknowns, even in trace amounts. Listed below are the grant functions the CCFD is submitting the application for and the funding. Project Title Amount Requested Bomb Squad Detection $191,184.00 Incident Command Training Program $88,134.05 Dive Trailer $44,063.76 Airport Medical Response Equipment $4,585.00 City of Corpus Christi All-Hazards Training $15,572.10 Regional Hazmat Response Enhancement $79,875.00 TOTAL REQUESTED $423,413.91 ALTERNATIVES: If we do not submit these six grant applications, we will have limited emergency response and security capabilities. FISCAL IMPACT: There is no fiscal impact in FY2020 with the submission of the grant applications. However, if awarded, grant monies will be appropriated in FY2021. There is no cash match requirement by the City. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends authorizing the Fire Department to submit the six grant applications. LIST OF SUPPORTING DOCUMENTS: Agenda Memo Resolution Grant Numbers 4067701, 4076001, 4077301, 4078601, 4078901, 4079501 Resolution authorizing the submission of six grant applications to the Public Safety Office – Homeland Security Grants Division for the Homeland Security Grant Program to prevent terrorism and other catastrophic events in an amount of $423,413.91 for various functions of Public Safety. WHEREAS, the City of Corpus Christi finds it in the best interest of the citizens of Corpus Christi that the Bomb Squad Detection, Incident Command Training Program, Dive Trailer, Airport Medical Response Equipment, City of Corpus Christi All-Hazards Training, and Regional Hazmat Response Enhancement projects be operated for the year of 2021; WHEREAS, the City of Corpus Christi agrees to provide applicable matching funds for the said projects with the understanding that matching funds are not required by the Homeland Security Grant Program grant application; and WHEREAS, the City of Corpus Christi agrees that in the event of loss or misuse of the Public Safety Office funds, the City of Corpus Christi assures that the funds will be returned to Public Safety Office in full. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council authorizes submission of grant applications to the Public Safety Office for the following projects: 1. Bomb Squad Detection 2. Incident Command Training Program 3. Dive Trailer 4. Airport Medical Response Equipment 5. City of Corpus Christi All-Hazards Training 6. Regional Hazmat Response Enhancement SECTION 2. The City of Corpus Christi designates the City Manager, or designee, as the grantee’s authorized official. The authorized official is given the power to apply for, accept, reject, alter or terminate the grant on behalf of the applicant agency. Grant Numbers 4067701, 4076001, 4077301, 4078601, 4078901, 4079501 PASSED AND APPROVED on the ______ day of _________, 2020: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo ______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ ATTEST: CITY OF CORPUS CHRISTI Rebecca L. Huerta Joe McComb City Secretary Mayor DATE: May 19, 2020 TO: Peter Zanoni, City Manager FROM: Tammy Embrey, Director Intergovernmental Relations tammye@cctexas.com 361-826-3622 CAPTION: Motion authorizing the renewal of an agreement between the City of Corpus Christi and the United Corpus Christi Chamber of Commerce to support the operations and activities of the South Texas Military Task Force during the remainder of Fiscal Year 2020 with the City contributing funds in an amount of $75,000. SUMMARY: The City of Corpus Christi contributes $75,000 per year to the United Corpus Christi Chamber of Commerce (Chamber) for the operations, activities and tasks of the South Texas Military Task Force (STMTF) to protect the Military missions based in Corpus Christi. BACKGROUND AND FINDINGS: The City of Corpus Christi contributes $75,000 per year to the Chamber for the operations and activities of the STMTF. The STMTF is a committee of the Chamber whose purpose is to advocate for and protect the military missions based in Corpus Christi including: Naval Air Station Corpus Christi (NASCC) Corpus Christi Army Depot Chief of Naval Air Training Tenant commands at NASCC U.S. Coast Guard Sector at the Corpus Christi International Airport. The City and the Task Force adopted a form al Memorandum of Understanding (MOU) in 2018 to establish expectations and responsibilities for the Task Force. This MOU has been updated to reflect the current needs of the City and our Military partners. The STMTF has many operational responsibilities to include the development of the business location and commercial activity and undertake robust advocacy activities to Renewal of Agreement with the United Corpus Christi Chamber of Commerce to support the South Texas Military Task Force AGENDA MEMORANDUM Action Item for the City Council Meeting May 19, 2020 expand local military bases and activities. In addition to basic operational responsibilities, the MOU requires the Task Force to provide semi-annual reports to the City detailing STMTF activities, achievements and an updated financial report for the Task Force. ALTERNATIVES: 1. Amend the agreement. 2. Do not approve the agreement FISCAL IMPACT: This membership was included in the FY2020 Intergovernmental Relations budget for Memberships, licenses, and dues. Funding Detail: Fund: General Fund 1020 Organization/Activity: 10250 Mission Element: 291 Project # (CIP Only): Account: 530250 Memberships, licenses & dues RECOMMENDATION: Staff recommends approval of the motion LIST OF SUPPORTING DOCUMENTS: STMTF Funding Agreement FY 20 5 8 2020 STMTF Semi Annual reports July 19 January 2020 1 MEMORANDUM OF AGREEMENT UNITED CORPUS CHRISTI CHAMBER OF COMMERCE AND THE CITY OF CORPUS CHRISTI This agreement entered into on the date of its execution as set forth below by and between the United Corpus Christi Chamber of Commerce ("UCCC") for the South Texas Military Task Force ("STMTF") and the City of Corpus Christi ("The City"). The UCCC is an organization founded for the promotion of businesses, creation and retention of jobs, and overall benefit of Corpus Christi, Texas, Nueces County and surrounding areas. The STMTF is a committee of the UCCC focused on preserving, expanding and supporting military activities in South Texas. The City seeks to stimulate business and commercial activities in Corpus Christi, Nueces County, and the area. The STMTF, a committee of the UCCC will: 1.) Stimulate, encourage, develop business location and commercial activity including preparation and implementation of strategic plans for maximum utility of area military facilities and other community assets for military activities; 2.) Promote and advertise the area by in person presentations locally and in other areas for the benefit of Corpus Christi, Nueces County and surrounding areas; 3.) Undertake robust advocacy activities to secure, protect, and expand local military bases and activities; 4.) Diligently utilize the resources of the STMTF to promote the cause of administration of the program above; and 5.) Submit reports semi-annually to The City detailing the activities of the STMTF in 2 performance of obligations pursuant to this agreement. UCCC shall include in its report a detailed accounting of expenditures of the funds of and any measurable results obtained. As payment for these services, for fiscal year 2020 (October 1, 2019 through September 30, 2020), The City, subject to any additional conditions or requirem ents contained in Attachment A, agrees to provide $75 ,000. UCCC will cause this funding to be segregated from other funds used for the activities unrelated to STMTF activities and the purposes of this agreement. This agreement will continue in force and effect until September 30, 2020. In the event the UCCC terminates the program activities subject to this agreement prior to the expiration of this agreement, the balance of any remaining funds shall be returned to The City in the same proportion that The City funds bear to the total funds received or in posse ssion of UCCC to conduct activities related to this agreement. WITNESS our hands on this day of May, 2020 Peter Zanoni John LaRue City Manager President and CEO City of Corpus Christi United Corpus Christi Chamber of Commerce ATTACHMENT A 1. The South Texas Military Task Force will submit activity and financial reports to the City of Corpus Christi by July 30th for the period of January to June of each year and by January 30th for the period of July-December each year 2. The Mayor of the City of Corpus Christi will serve as a permanent member of the Executive Committee of the South Texas Military Task Force. The Mayor may designate a member of the staff of the City of Corpus Christi to represent him, including casting the Mayor’s vote, at all meetings of the Task Force. 3. The South Texas Military Task Force shall adopt an annual budget detailing revenues and expenditures in accordance with adopted operating policies and procedures. 4. Any changes to the adopted operating policies and procedures must be approved by the Executive Committee of the South Texas Military Task Force. 5. Policies adopted by the Task Force shall not conflict with policies, initiatives and other action adopted by the United Corpus Christi Chamber of Commerce or its member governmental units. DATE: April 27, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, Director Development Services alraymond@cctexas.com (361) 826-3575 CAPTION: Resolution authorizing a developer participation agreement with MPM Development, LP to reimburse developer up to $1,539,418.28 for the City’s share of the cost to construct Iron Throne Drive and Drogon Street. (District 3) SUMMARY: MPM Development, LP is developing a new residential subdivision and is required to construct new C-3 collector streets. The new streets will be named Iron Throne Drive and Drogon Street, and at the City’s request, the developer has agreed to enter into a developer participation agreement to oversize the planned streets and construct them of out of concrete in order to reduce street maintenance costs and increase the street’s longevity. The estimated one-time cost of the oversizing portion of the new streets, including curb and gutter, is $1,539,418.28. BACKGROUND AND FINDINGS: The Developer, MPM Development, LP, has requested reimbursement through a developer participation agreement for the oversizing construction of two new C-3 collector streets named Iron Throne Drive and Drogon Street respectively. The new streets are being constructed in conjunction with a residential subdivision named King’s Landing Unit 1. The developer is required to construct Iron Throne Drive and Drogon Street to meet the requirements of a C-3 collector cross section street. The developer is only responsible for the cost of the portion of each street up to that of a Residential Collector Street (C-1) standard, and has agreed to oversize the new streets in accordance with the current Urban Transportation Plan (UTP), provided the project would be eligible for reimbursement for the City requested oversizing portion of the new streets. The developer and City staff agreed that due to the volume of vehicle traffic, the proposed streets will be required to handle that constructing the streets out of concrete, a longer lasting and more durable material, would be in the City’s interests. The estimated one-time cost for the oversizing portion of the new street is $1,539,418.28. Additionally, the oversized portion of the street is Participation Agreement with MPM Development, LP AGENDA MEMORANDUM Resolution for the City Council Meeting of 5/19/2020 eligible for reimbursement of the construction costs per UDC Section 8.4 and Texas Local Government Code 212.07. ALTERNATIVES: This project will extend a new street and will provide greater access to King’s Landing Unit 1. An alternative to utilizing Developer Participation funds from available Bond monies to construct the required street improvements would be to construct the new street under a City initiated CIP project. This option would most likely delay the new street construction until the required funding for the street improvements could be programmed into the CIP budget, and would most likely impact the developer’s ability to build out his planned residential subdivision in a timely manner. FINANCIAL IMPACT: The $1,539,418.28 in funding for this developer participation agreement come from funds that have been earmarked during a City Bond initiative to improve existing or construct new City streets and other related improvements. The 2016 Bond has sufficient funds available to reimburse developers through participation agreements for the construction of new streets, other related improvements, and improvements to existing deteriorated streets in order to bring them up to current standards. This project will construct a new City street with curb and gutter as part of the development of the planned subdivision named King’s Landing Unit 1. The planned streets are being oversized along with other improvements, at the City’s request, to allow for greater access to the planned subdivision in accordance with the Urban Transportation Plan. This request is a one-time cost associated with the development of the project. Funding Detail: Fund: 3702 (Developer Participation Bond 2016) Organization/Activity: 202269-3702-EXP Mission Element: 052 Project # (CIP Only): 20269 (Iron Throne Drive & Drogon Street) Account: 550910 RECOMMENDATION: The request in in accordance with UDC Section 8.4 City Participation in Streets and Drainage Crossings and Section 212.072 of the Local Texas Government Code. The oversizing improvements to Iron Throne Drive and Drogon Street and other improvements will provide greater access to King’s Landing Unit 1 and is in compliance with the Urban Transpiration Plan. Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Resolution (with exhibit) Presentation Location Map Page 1 of 2 Resolution authorizing developer participation agreement with MPM Development, LP to reimburse developer up to $1,539,418.28 for the City’s share of the cost to construct Iron Throne Drive and Drogon Street. WHEREAS, the Developer is oversizing by constructing Iron Throne Drive and Drogon Street as C-3 collector street in lieu of 28' residential streets; and WHEREAS, the City has determined the agreement will carry out the purpose of the Unified Development Code; 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 a developer participation agreement (“Agreement”) with MPM Development, LP., (“Developer”), for the City’s portion of the cost to construct Iron Throne Drive and Drogon Street including all related appurtenances for development of Kings Landing Subdivision, Corpus Christi, Nueces County, Texas. Page 2 of 2 PASSED AND APPROVED on the ______ day of _________, 2020: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo _______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor DATE: March 23, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 CAPTION: Zoning Case No. 0320-02, Juan Romero (District 5). Ordinance rezoning property at or near 7614 Slough Road from the “FR” Farm Rural District to the “RS-6” Single-Family 6 District. SUMMARY: The purpose of the zoning request is to allow an existing single-family home to gain access to public utilities. BACKGROUND AND FINDINGS: The subject property is 0.527 acres in size. According to the applicant the purpose of the request is to allow an existing single-family home to gain access to public utilities. The applicant’s residence was constructed prior to annexation into the City of Corpus Christi. At the time of construction, the property did not have access to a public right-of-way. Recently, the applicant acquired property to allow connection to Slough Road and public utilities. However, the requirement to obtain a utility tap is that the land must be platted. The acquired property is currently zoned “FR” Farm Rural District and does not meet the minimum lot size of five acres. Therefore, the property must be rezoned to the “RS-6” District which has a minimum lot size of 6,000 square feet and will grant a path to conformity for the subject property. If the rezoning is approved, the applicant will still be required to replat the property into one lot. Conformity to City Policy The subject property is located within the boundaries of the Southside Area Development Plan and is planned for medium density residential uses. The proposed rezoning to the “RS-6” Single- Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining residential properties, and does not have a negative impact upon the adjacent properties. The property is currently vacant and is a remaining “FR” Farm Rural District property adjacent to the applicant’s residence. The subject property has remained undeveloped since annexation in 1995. Rezoning a property at or near 7614 Slough Road AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 05/19/20 Second Reading Ordinance for the City Council Meeting 05/26/20 Public Input Process Number of Notices Mailed 23 within 200-foot notification area 5 outside notification area As of March 13, 2020: In Favor 0 inside notification area 0 outside notification area In Opposition 1 inside notification area 0 outside notification area Totaling 1.81% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission recommended approval of the change of zoning from the “FR” Farm Rural District to the “RS-6” Single-Family 6 District on March 18, 2020. ALTERNATIVES: 1. Denial of the change of zoning from the FR” Farm Rural District to the “RS-6” Single- Family 6 District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Staff recommends approval of the zoning request. Planning Commission recommended approval of the change of zoning from the “FR” Farm Rural District to the “RS-6” Single-Family 6 District with following vote count. Vote Count: For: 8 Opposed: 0 Absent: 1 Abstained: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0320-02, Juan Romero (District 5). Ordinance rezoning property at or near 7614 Slough Road from the “FR” Farm Rural District to the “RS-6” Single-Family 6 District. WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code (“UDC”) and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as Tract 1 and Tract II, Tract 1 being .397 acre out of a 2.79 acre tract described in Cause No. 2015-PR-00746-3, Probate of the Estate of Marvin Doyle Slouch, deceased, in the County Court at Law of Nueces County, Texas and said 0.397 acre Tract I also being out of the southwest 3.00 acres out of Lot 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts and Tract II being 0.130 acre out of a 2.79 acre tract described in Cause No. 2015-PR-00746-3, Probate of the Estate of Marvin Doyle Slouch, deceased, in the County Court at Law of Nueces County, Texas. and said 0.130 acre Tract II also being out of the southwest 3.00 acres out of Lot 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts as shown in Exhibit “A”: from the “FR” Farm Rural District to the “RS-6” Single-Family 6 District. The subject property is located at or near 7614 Slough Road. Exhibit A, which is the Metes and Bounds of the subject property with an associated map attached to and incorporated in this ordinance. Page 2 of 6 SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City’s Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 3 of 6 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor Page 4 of 6 Exhibit A Page 5 of 6 Page 6 of 6 PLANNING COMMISSION FINAL REPORT Case No. 0320-02 INFOR No. 20ZN1007 Planning Commission Hearing Date: March 18, 2020 Applicant & Legal Description Owner: Juan Romero Applicant: Juan Romero Location Address: 7614 Slough Road Legal Description: Being 0.397 acre Tract 1 out of a 2.79 acre tract described in Cause No. 2015-PR-00746-3, Probate of the Estate of Marvin Doyle Slouch, deceased, in the County Court at Law of Nueces County, Texas. Said 0.397 acre Tract I also being out of the southwest 3.00 acres out of Lot 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts and 0.130 acre Tract II out of a 2.79 acre tract described in Cause No. 2015-PR-00746-3, Probate of the Estate of Marvin Doyle Slouch, deceased, in the County Court at Law of Nueces County, Texas. Said 0.130 acre Tract II also being out of the southwest 3.00 acres out of Lot 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, located along the north side of Slough Road, east of Rodd Field Road, and west of Amethyst Drive. Zoning Request From: “FR” Farm Rural District To: “RS-6” Single-Family 6 District Area: 0.527 acres Purpose of Request: To allow for an existing single-family home to access public utilities. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site “FR” Farm Rural Vacant Medium Density Residential North “RS-6” Single-Family 6 Low Density Residential Medium Density Residential South “RS-4.5” Single-Family 4.5 Low Density Residential Medium Density Residential East “FR” Farm Rural Vacant Medium Density Residential West “FR” Farm Rural Vacant Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for medium density residential uses. The proposed rezoning to the “RS-6” Single-Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 041030 City Council District: 5 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 90 feet of street frontage along Slough Road which is designated as a “C1” Minor Collector Street. According to the Urban Transportation Plan, “C1” Minor Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT). Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Slough Road “C1” Minor Collector 60’ ROW 40’ paved 60’ ROW 30’ paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the “FR” Farm Rural District to the “RS-6” Single-Family 6 District to allow for an existing single-family home to access public utilities. Development Plan: The subject property is 0.527 acres in size. The applicant has an existing home on an adjacent property. In order to access public utilities, the applicant must replat and rezone the property. The purpose of the rezoning is to reduce the minimum lot size from the five acre requirement of the “FR” Farm Rural District to the 6,000 square foot requirement of the “RS-6” Single-Family 6 District. The rezoning will bring the property into conformity with surrounding properties and eligibility to connect to public utilities. Existing Land Uses & Zoning: The subject property is currently zoned “FR” Farm Rural District, consists of vacant land, and has remained undeveloped since annexation in 1995. To the north and south are single-family residential subdivisions zoned “RS-6” Single-Family 6 District and “RS-4.5” Single-Family 4.5 District respectively. To the east and west are remaining large tract single-family residences zoned “FR” Farm Rural District. AICUZ: The subject property is not located in one of the Navy’s Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water: 12-inch C900 line located along Slough Road. Wastewater: 18-inch PVC line located along Slough Road. Gas: 4-inch Service Line located along Slough Road. Storm Water: Roadside ditches located along Slough Road. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for mixed uses. Staff Report Page 3 The proposed rezoning to the “RS-6” Single-Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC). The following policies should be considered: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3) Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, and does not have a negative impact upon the adjacent properties. • The existing home was constructed in 1980 on an unplatted property that was not annexed into the City until 1995. This year, the applicant was successful in acquiring adjacent portions of unplatted property to gain access to Slough Road and public utilities. • The applicant plans to connect the existing single-family home to public utilities. In order to obtain a tap to access public utilities, the property must be platted. However, as the property is currently 0.527 acres in size and zoned “FR” Farm Rural District, it does not meet the minimum lot size of 5 acres. This deficiency necessitates the rezoning to a lower lot size requirement and to remain consistent with the existing home that is zoned “RS-6” Single-Family 6 District. Planning Commission and Staff Recommendation (March 18, 2020): Approval of the change of zoning from the “FR” Farm Rural District to the “RS-6” Single- Family 6 District. Public Notification Number of Notices Mailed – 28 within 200-foot notification area 5 outside notification area As of March 13, 2020: In Favor – 0 inside notification area – 0 outside notification area In Opposition – 1 inside notification area – 0 outside notification area Totaling 1.81% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) https://corpuschristi.sharepoint.com/sites/DevelopmentServices/DevelopmentSvcs/SHARED/ZONING CASES/2020/0320-02 Juan Romero (Slough Road)/PC Documents/PC Report - Juan Romero.docx Staff Report Page 4 Staff Report Page 5 Juan Romero Rezoning for a Property at 7614 Slough Road From “FR” To “RS-6” Zoning Case #0320-02 N City Council May 12, 2020 2 Aerial Overview 3 Zoning Pattern 4 Approval of the “RS-6” Single-Family 6 District Planning Commission and Staff Recommendation 5 Public Notification 28 Notices mailed inside 200’ buffer 5 Notices mailed outside 200’ buffer Notification Area Opposed: 1 (1.81%) In Favor: 0 X 6 UDC Requirements Buffer Yards: N/A Setbacks: Street: 25 feet Side/Rear: 5 feet Parking: 2 per dwelling unit Uses Allowed: Single-Family Homes, Home Occupations, Group Homes 7 Utilities Water: 12-inch C900 Wastewater: 18-inch PVC Gas: 4-inch Service Line Storm Water: (Under Construction) DATE: April 7, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 CAPTION: Zoning Case No. 0320-03, Mostaghasi Investment Trust (District 1). Ordinance rezoning property at or near 14206 Leos Court from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. SUMMARY: The purpose of the zoning request is to allow for the construction of single-family homes. BACKGROUND AND FINDINGS: The subject property is 3.165 acres in size. The subject property was initially rezoned from the “RS-6” Single-Family 6 District to the “CN-1” Neighborhood Commercial District in 2009. No development has occurred on the subject property. The applicant would like to rezone the subject property back to the “RS-6” Single-Family 6 District to allow 12 single-family homes. Conformity to City Policy The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for mixed uses. The proposed rezoning to the “RS-6” Single-Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining residential properties, and does not have a negative impact upon the adjacent properties. The property is currently vacant and has remained undeveloped since annexation in 1995. Public Input Process Number of Notices Mailed 23 within 200-foot notification area 7 outside notification area As of March 27, 2020: In Favor 1 inside notification area 0 outside notification area In Opposition 0 inside notification area 0 outside notification area Rezoning a property at or near 14206 Leos Court AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 05/19/20 Second Reading Ordinance for the City Council Meeting 05/26/20 Totaling 0.00% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission recommended approval of the change of zoning from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District on March 18, 2020. ALTERNATIVES: 1. Denial of the change of zoning from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Staff recommends approval of the zoning request. Planning Commission recommended approval of the change of zoning from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District with following vote count. Vote Count: For: 8 Opposed: 0 Absent: 0 Abstained: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0320-03, Mostaghasi Investment Trust (District 1). Ordinance rezoning property at or near 14206 Leos Court from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code (“UDC”) and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as Lots 27 through 38, Block 1, River Ridge Unit 3 as shown in Exhibit “A”: from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. The subject property is located at or near 14206 Leos Court. Exhibit A, which is a map of the subject property attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City’s Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. Page 2 of 4 SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 3 of 4 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor Page 4 of 4 Exhibit A PLANNING COMMISSION FINAL REPORT Case No. 0320-03 INFOR No. 20ZN1008 Planning Commission Hearing Date: April 1, 2020 Applicant & Legal Description Owner: Mostaghasi Investment Trust Applicant: Urban Engineering Location Address: 14206 Leos Court Legal Description: Lots 27 through 38, Block 1, River Ridge Unit 3, located along Leos Court, west of County Road 69, and south of Northwest Boulevard (FM 624) Zoning Request From: “CN-1” Neighborhood Commercial District To: “RS-6” Single-Family 6 District Area: 3.165 acres Purpose of Request: To allow for the construction of single-family homes. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site “CN-1” Neighborhood Commercial Vacant Mixed Use North “CG-2” General Commercial Professional Office Mixed Use South “RS-6” Single-Family 6 Low Density Residential Mixed Use East “RS-10” Single-Family 10 Low Density Residential Low Density Residential West “CG-2” General Commercial Commercial Mixed Use ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for mixed uses. The proposed rezoning to the “RS-6” Single-Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 067050 City Council District: 1 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 400 feet of street frontage along Leos Court which is designated as a “Local / Residential” Street and has approximately 200 feet of street frontage along County Road 69 which is designated as a “A1” Minor Arterial Street. According to the Urban Transportation Plan, “A1” Minor Arterial Streets can convey a capacity between 15,000 to 24,000 Average Daily Trips (ADT). Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Leos Court “Local/Residential” 50’ ROW 28’ paved 60’ ROW 35’ paved N/A County Road 69 “A1” Minor Arterial 95’ ROW 64’ paved 70’ ROW 30’ paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District to allow for a single-family residential subdivision. Development Plan: The subject property is 3.165 acres in size. The subject property was initially rezoned from the “RS-6” Single-Family 6 District to the “CN-1” Neighborhood Commercial District in 2009. No development has occurred on the subject property. The applicant would like to rezone the subject property back to the “RS-6” Single-Family 6 District to allow 12 single-family homes. Existing Land Uses & Zoning: The subject property is currently zoned “CN-1” Neighborhood Commercial District, consists of vacant land, and has remained undeveloped since annexation in 1995. To the north is a dialysis clinic zoned “CG-2” General Commercial District. To the south and east are single-family residential subdivisions zoned “RS-6” Single-Family 6 District and “RS-10” Single-Family 10 District respectively. To the west is a mini-storage business zoned “CG-2” General Commercial District. AICUZ: The subject property is not located in one of the Navy’s Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is platted. Utilities: Water: 6-inch PVC line located along Leos Court. Wastewater: 10-inch PVC line located along Leos Court. Gas: No service available. Storm Water: Roadside ditches located along County Road 69. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for mixed uses. The proposed rezoning to the “RS-6” Single-Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC). The following policies should be considered: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). Staff Report Page 3 • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3) Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, and does not have a negative impact upon the adjacent properties. • The subject property was initially rezoned from the “RS-6” Single-Family 6 District to the “CN-1” Neighborhood Commercial District in 2009. • The applicant would like to rezone the subject property back to the “RS-6” Single- Family 6 District to allow 12 single-family homes. Planning Commission and Staff Recommendation (April 1, 2020): Approval of the change of zoning from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. Public Notification Number of Notices Mailed – 23 within 200-foot notification area 7 outside notification area As of March 27, 2020: In Favor – 1 inside notification area – 0 outside notification area In Opposition – 0 inside notification area – 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) https://corpuschristi.sharepoint.com/sites/DevelopmentServices/DevelopmentSvcs/SHARED/ZONING CASES/2020/0320-03 Mostaghasi Investment Trust/PC Documents/PC Report - Mostaghasi Investment Trust.docx Staff Report Page 4 Staff Report Page 5 Mostaghasi Investment Trust Rezoning for a Property at 14206 Leos Court From “CN-1” To “RS-6” Zoning Case #0320-03 N City Council May 19, 2020 2 Aerial Overview 3 Zoning Pattern 4 Approval of the “RS-6” Single-Family 6 District Planning Commission and Staff Recommendation 5 Public Notification 23 Notices mailed inside 200’ buffer 7 Notices mailed outside 200’ buffer Notification Area Opposed: 0 (0.00%) In Favor: 1 O 6 UDC Requirements Buffer Yards: RS-6 to CG-2: Type C: 15’ & 15-pts Setbacks: Street: 25 feet Side/Rear: 5 feet Parking: 2 per dwelling unit Uses Allowed: Single-Family Homes, Home Occupations, Group Homes Utilities 7 Water: 6-inch PVC Wastewater: 10-inch PVC Gas: Not Available Storm Water: Roadside –CR 69 DATE: April 15, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, Director, Development Services AlRaymond@cctexas.com (361) 826 - 3575 CAPTION: Ordinance authorizing the transfer of $590,000.00 from the Sanitary Sewer Collection Line Trust Fund, $310,000.00 from the Water Distribution Main Trust Fund and $375,000.00 from the Water Arterial Transmission and Grid Main Trust Fund to the Sanitary Sewer Trunk Main Trust Fund to meet the funding obligation for a Wastewater Force Main and Lift Station Construction and Reimbursement Agreement with Tamez Development approved by Council on February 18, 2020. SUMMARY: The purpose of this ordinance is to transfer funds from the Collection line Trust, Distribution Line Trust and Grid Main trust to the Trunk Main Trust Fund. Per UDC Section 8.5.1 Water Trust Fund and 8.5.2 Wastewater Trust Fund, the City Council may, after a public hearing, transfer monies from one trust fund to the other in order to better carry out the purposes of this Unified Development Code. BACKGROUND AND FINDINGS: The transfer of $590,000.00 from the Sanitary Sewer Collection Line Trust Fund, $310,000.00 from the Water Distribution Main Trust Fund and $375,000.00 from the Water Arterial Transmission and Grid Main Trust Fund to the Sanitary Sewer Trunk Main Trust Fund is required on order to meet the funding obligation for a Wastewater Force Main and Lift Station Construction and Reimbursement Agreement with Tamez Development that was approved by City Council by O rdinance 032024 on February 18, 2020 . Ordinance 03024 approved the transfer of $500,000.00 into the Sanitary Sewer Trunk Main Trust fund for the approved reimbursement agreement. This transfer amount was based upon a monthly trust fund balance report provided by finance department. The Trunk Main Trust Fund had a reported available balance of $1,601,751.94, per the December 2019 Trust Funds balance Ordinance Authorizing the Transfer of Funds to the Sanitary Sewer Trunk Main Trust Fund AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for May 19, 2020 Second Reading Ordinance for June 9, 2020 report. The funds transfer authorized in the ordinance would have provided enough funding for the $1,965,620.00 requested for the reimbursement agreement plus a remaining balance to fund a pending reimbursement agreement from this fund. Finance Department conducted a financial reconciliation of the Trust Funds in February 2020 and on April 13, 2020 and it became apparent during the establishing of a purchase order for the executed reimbursement agreement, that the available balance in the Sanitary Sewer Trunk Main Trust Fund, including the approved funds transfer by Council under Ordinance 032024, was not enough to meet the funding obligation for the reimbursement agreement. It was determined that the transfer of additional funds into the Sanitary Sewer Trunk Main Trust Fund was required to meet the financial obligation of the reimbursement agreement. ALTERNATIVES: Do not authorize the transfer of funds to the Sanitary Sewer Trunk Main Trust Fund and have the developer wait for reimbursement under UDC section 8.5.2 as the fund balances increases with the payment of developer lot and acreage fees, and pro-rata fees. This option will have an adverse effect on the completion timeline and of lift station project authorized council. FISCAL IMPACT: The total requested transfer amount is $1,275,000.00: $590,000.00 from the Sanitary Sewer Collection Line Trust Fund, $310,000.00 from the Water Distribution Main Trust Fund and $375,000.00 from the Water Arterial Transmission and Grid Main Trust Fund to the Sanitary Sewer Trunk Main Trust Fund . The transfer of funds is a one-time action. The Utility Trust Funds receive monthly deposits generated from Lot and Acreage Fees, Pro-rata Fees and Surcharge Fees that are collected during the platting and issuance of water and wastewater service taps. Over time the fees collected and deposited will replenish the Trust Funds and enable other developer-initiated water and wastewater infrastructure projects to be reimbursed. Funding Detail: Fund: 4030 Water Arterial Transmission & Grid Main Trust Fund Organization/Activity: 209010 Water Arterial Transmission & Grid Main Trust Mission Element: 777 Project # (CIP Only): N/A Account: 540450 Reimbursement to Developers Fund: 4030 Water Distribution Main Trust Fund Organization/Activity: 209020 Water Distribution Main Trust Mission Element: 777 Project # (CIP Only): N/A Account: 540450 Reimbursement to Developers Fund: 4220 Sanitary Sewer Trunk Main Trust Fund Organization/Activity: 250410 Sanitary Trunk Main Trust Mission Element: 777 Project# (CIP Only): N/A Account: 540450 Reimbursement to Developers Fund: 4220 Sanitary Sewer Collection Line Trust Fund Organization/Activity: 250420 Sanitary Sewer Collection Line Trust Mission Element: 777 Project# (CIP Only): N/A Account: 540450 Reimbursement to Developers RECOMMENDATION: Staff recommends approval of the transfer of funds in order to meet the financial obligation under Ordnance 032024 that authorized a Wastewater Force Main and Lift Station Construction and Reimbursement Agreement with Tamez Development . The request is in accordance with UDC Section 8.5.1 Water Trust Fund and 8.5.2 Wastewater Trust Fund. LIST OF SUPPORTING DOCUMENTS: Ordinance (with exhibit) Presentation Certification of Funds Location Map Ordinance authorizing the transfer of $590,000.00 from the Sanitary Sewer Collection Line Trust Fund, $310,000.00 from the Water Distribution Main Trust Fund, and $375,000.00 from the Water Arterial Transmission and Grid Main Trus t Fund to the Sanitary Sewe r Trun k Main Trust Fund to meet the funding obligation for a Wastewater Force Main and Lift Station Construction and Reimbursement Agreement with Tamez Development approved by Council on February 18, 2020 . WHEREAS, under the UDC, The City Council may, after a public hearing, transfer monies from one trust fund to the other in order to better carry out the purposes of this Unified Development Code. Water trust funds may be transferred to water trust funds or wastewater trust funds BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council authorizes the transfer of $590,000.00 from the 4220 Sanitary Sewer Collection Line Trust Fund, $310,000.00 from the 4030 Water Distribution Main Trust Fund and $375,000.00 from the 4030 Water Arterial Transmission and Grid Main Tru st Fund to the 4220 Sanitary Sewer Trunk Ma in Trust Fund to fu nd wa ste wa te r t runk main lin e e xtension construction and re imburseme nt agreement authorize d b y Ord in an ce 03202 4. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of _, 2020, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2020, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Ordinance Authorizing the Transfer of Funds to the Sanitary Sewer Trunk Main Trust Fund Trust Funds TransferCity CouncilMay 19, 2020 Trust Funds BalanceWater Arterial Transmission & Grid Main TrustWater Distribution Main TrustSanitary Sewer Trunk System TrustSanitary Sewer Collection Line TrustDecember 2019 Available Balance416,162.67 515,589.03 1,601,751.94 1,013,989.32January 2020 Available Balance455,395.07 527,117.09 1,636,200.05 1,023,522.22February 2020 Available Balance476,812.61 537,426.88 235,355.77 1,142,907.76March 2020 Available Balance515,596.38 342,833.63 (1,187,348.95)862,016.09 Trust Fund BalanceWater Arterial Transmission and Grid Main Trust (21805)Water Distribution Main Trust (21806) Sanitary Sewer Trunk Main Trust (21800) Sanitary Sewer Collection Line Trust (21801) Available Balance$515,596.38Available Balance$342,833.63Available Balance ($1,187,348.95)Available Balance$862,016.09 Transfer to Trunk Fund 21800$375,000.00 Transfer to Trunk Fund 21800$310,000.00 Transfer From 21801$590,000.00 Transfer to Trunk Fund 21800$590,000.00 Transfer From 21806$310,000.00 Transfer From 21805$375,000.00 Available Balance$140,596.38 Available Balance$32,833.63 Available Balance$87,651.05 Available Balance$56,622.24 4ApprovalThis request is in accordance with UDC Section 8.5.1 Water Trust Fund and 8.5.2 Wastewater Trust Fund. The City Council may, after a public hearing, transfer monies from one trust fund to the other in order to better carry out the purposes of this Unified Development Code. Recommendation DATE: April 24, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, Director Development Services alraymond@cctexas.com (361) 826 - 3575 CAPTION: Ordinance abandoning and vacating a utility easement (5,469 square feet), with dimensions of 10-foot wide for approximately 108-feet and a 20-foot wide for approximately 220-feet, out of Block B-2E, in Cullen Place, located at 542 Airline Road for the construction of a new carwash business on the property. (District 4) SUMMARY: The purpose of this ordinance is to abandon and vacate a 10-foot wide by approximately 108-feet long utility easement and a 20-foot wide by approximately 220-feet long utility easement (5,469 square feet), out of Block B-2E, in Cullen Place, located at 542 Airline Road in order to facilitate the construction of a new carwash business on the property. BACKGROUND AND FINDINGS: BAR Property Management, LLC. (owner) is requesting the City to close, abandon, and vacate a 10-foot wide by approximately 108-feet long utility easement and a 20-foot wide by approximately 220-feet long utility easement (5,469 square feet), out of Block B-2E, in Cullen Place to facilitate the construction of a new carwash on the property that will be named Quick Quack Carwash. The existing easement is in the middle of the property and hinders the building on the property. This will affect any applicant’s design and development plans for this lot. There were existing public utilities in the easement that had been relocated at the applicant’s expense. The utilities included a city gas line and wastewater collection line which have been abandoned in place. The public waterline was relocated and looped along Airline Road and Belmeade Drive. Easement Closure for 542 Airline Road AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 19, 2020 Second Reading Ordinance for the City Council Meeting of May 26, 2020 The applicant has paid the required $530.00 application fee and the easement closure request has been processed in accordance with Section 49-13 of the City Code of Ordinances. ALTERNATIVES: Deny the applicant’s request will cause the cancellation of the project. FINSCAL IMPACT: There are no financial impacts associated with the closing of the easement. RECOMMENDATION: Staff supports the applicants request for the easement closure. The closure of the easement will support the growth of the community. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Location Map Presentation Ordinance abandoning and vacating a utility easement (5,469 square feet), with dimensions of 10-foot wide for approximately 108-feet and a 20-foot wide for approximately 220-feet, out of Block B-2E, in Cullen Place, located at 542 Airline Road for the construction of a new carwash business on the property. WHEREAS, BAR Property Management, LLC. (Owner) is requesting the closure, abandonment and vacating of a 10-foot wide by approximately 108-feet long utility easement and a 20-foot wide by approximately 220-feet long utility easement (5,469 square feet), and WHEREAS, it has been determined that it is advantageous to the City of Corpus Christi to abandon and vacate both the 10-foot and the20-foot utility easements, subject compliance by the Owner with the conditions specified in the ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to Corpus Christi Code Sec. 49.13, an existing 0.126-acre (5,469 sq.ft.) utility easement with dimensions of 10-foot wide for approximately 108-feet and 20-foot wide for appoximately 220-feet, as shown in Exhibit A & B, being out of Block B -2E, Cullen Place, located at 542 Airline Road, as recorded in volume 68, pages 366-367, of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi (“City”), subject to the Owner’s compliance with the conditions specified in Section 2 of this ordinance. Exhibit “A,” which is a metes and bounds description and field notes, “Exhibit B”, which is the graphical representation of the legal, which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. The maintenance responsibilities for the vacated easement reverts to the Owner of the property. SECTION 2. The abandonment and vacating of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owner’s compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of public easement closures must be recorded at the Owner’s expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City b. Relocation of the wastewater line in easement. c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor Sketch to Accompany Exhibit B S:\Surveying\42929\B800\Ex42929B800.dwg, rlg, DWG To PDF.pc3 AIRLINEDICKENSBELMEADE ALAMEDA GREGORY BRADSHAW PALOMAEVERHART RDHOLLY RD AIRLINE RDSARATOGA BLVD SH 358 MCARDLE RD S A N T A F E S T SH 358 A L A M E D A HOLLY RDKOSTORYZ RDGOLLIHAR RD S S T A P L E S S T EVERHART RDOCEAN A L A M E D A µ 0 500250Feet LOCATION MAP Date Created: 3/27/2020Prepared By: ReyRDepartment of Development Services SUBJECTPROPERTY 542 Airline Road Easement Closure 542 Airline Road Easement Closure City Council May 19, 2020 2 Vicinity Map 3 Aerial Overview 4 Approval Recommendation The applicant requesting the utility easement closure has paid the required $530.00 application fee and the easement closure request has been processed in accordance with Section 49-13 of the City Code of Ordinances. AGENDA MEMORANDUM Action Item for the City Council Meeting of May 19, 2020 DATE: April 30, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3@cctexas.com (361) 826-3227 CAPTION: Ordinance authorizing the resale of 30 properties for $253,545.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $29,268.51 plus $55,116.93 for partial payment of City paving and demolition liens. SUMMARY: Nueces County, as trustee for each of the taxing entities, has received offers to purchase properties that have been foreclosed upon for failure to pay ad valorem taxes. The governing body from each of the taxing entities (the City of Corpus Christi, Nueces County, Corpus Christi Independent School District, and Del Mar College) must approve the offers for resale. BACKGROUND AND FINDINGS: Properties within the City of Corpus Christi are periodically foreclosed due to non- payment of ad valorem taxes. The City and Nueces County entered into an Interlocal Agreement for the collection of delinquent ad valorem taxes. Nueces County has contracted with the law firm of Linebarger, Goggan, Blair, & Sampson, L.L.P. to pursue collections of delinquent ad valorem taxes. When all avenues for collections are exhausted, foreclosed properties with delinquent ad valorem taxes are offered for sale at a public auction by the Sheriff. The opening bid at the “Sheriff’s sale” is set by law and must be either the aggregate amount of taxes, municipal liens, and court costs due under the judgment or the adjudged value of the property, whichever is lower. (The adjudged value is the value stated on the face of the judgment and is the most recent tax appraisal value certified by the Nueces County Appraisal District.) If no one is willing to pay the opening bid amount for the property, then the Sheriff strikes it off (sells it) to the taxing entities. The taxing entities then get the property in lieu of their delinquent taxes. Approval for the resale of 30 foreclosed properties The law firm will then put the property on their tax resale list, will nail a “For Sale” sign on the property, and will solicit purchase offers from the public. When an offer or offers are received, they then bring the highest offer forward for consideration and action by the governing bodies of the involved taxing entities. All the entities must approve the offer, or it is rejected. The law firm has proposed the resale of 30 properties at the bid prices listed in Exhibit C. Each of the 30 properties was reviewed by Engineering, Planning/Environmental and Strategic Initiatives (ESI), and Housing and Community Development for potential City use. No properties were identified to be pulled. The monies received from this sale are distributed pursuant to the property tax code. The net proceeds from the sale are first applied to pay off the outstanding court costs , which are $68,845.34. These court costs are for the costs associated with the underlying lawsuits. The remaining funds are then applied on a pro rata basis to each taxing jurisdiction. Approval of the ordinance will authorize the Nueces County Judge to execute a Resale Deed for the properties listed so they can be returned to the property tax roll for the upcoming year. ALTERNATIVES: Not approving the ordinance to move forward with the sale of the properties. FISCAL IMPACT: The City will receive $29,268.51 for the sale of the properties and an additional $55,116.93 for demo liens, for a total of $84,385.44 in revenue. The net proceeds from the sale are first applied to pay off the outstanding court costs , which are $68,845.34. The proceeds of the sale will be deposited into the City’s General Fund. For the demo liens, depending on the source of the expense, the proceeds will either be deposited into the City’s General Fund or the CDBG grant fund associated with the expense. In addition, this sale will restore $722,285.00 in taxable property value to the tax rolls. RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Exhibit A – Tax Resale Property List Exhibit B – Tax Resale Property List Exhibit C – Breakdown of Tax Resale Property Lists Letter from Linebarger, Goggan, Blair & Sampson, LLP Ordinance Ordi nance authorizi ng the resale of 30 properties for $253,545.00 which were foreclosed upon for failure to pay ad valorem taxes, of which t he City shall receive $29,268.51 plus $55,116.93 for partial payment of City paving and demolition liens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Pursuant to Section 34.05 of the Tax Code, the governing body of the City of Corpus Christi authorizes the resale of 30 properties listed on the attached and incorpo- rated Exhibit A for $253,545.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $29,268.51 plus $55,116.93 for partial payment of City paving and demolition liens. Section 2. The Nueces County Judge is authorized to execute a resale deed for each property upon payment to the City of the City’s share of the tax resale proceeds. The foregoing ordinance was read for the first time and passed to its second reading on this the _______ day of __________________, 2020, by the following vote: Joe McComb Ben Molina Rudy Garza Roland Barrera Paulette Guajardo Greg Smith Michael Hunter Everett Roy Gil Hernandez The foregoing ordinance was read for the second time and passed finally on this the _______ day of __________________, 20 20, by the following vote: Joe McComb Ben Molina Rudy Garza Roland Barrera Paulette Guajardo Greg Smith Michael Hunter Everett Roy Gil Hernandez PASSED AND APPROVED this the _______ day of __________________, 2020 ATTEST: CITY OF CORPUS CHRISTI __________________________ __________________________ Rebecca Huerta Joe McComb City Secretary Mayor Item #Suit Number Property Location Amount of Bid City’s Portion City's Portion of City Paving and Demo Liens 1 1776 08-1962-A 310 Melody Ln.$8,000.00 $938.88 $2,045.69 2 1931 2011DCV-2166-C 4829 Monitor 9,000.00 $369.16 $7,171.20 3 2027 2012DCV-3185-H 1001 Green Bay Dr.5,100.00 $807.53 $154.00 4 2160 2011DCV-2138-C 328 19th St.1,545.00 $0.00 $841.94 5 2188 2013DCV-3282-B 628 25th St. 5,000.00 $510.94 $1,285.05 6 2215 2013DCV-4112-F 118 North Staples Street 5,000.00 $215.82 $871.80 7 2229 2013DCV-2613-A 705 Lantana 7,500.00 $1,133.71 $0.00 8 2233 2013DCV-1418-H 1107 Kinney Street 2,500.00 $2.63 $69.44 9 2254 2015DCV-2767-E 2618 Riggan 2,500.00 $8.36 $688.54 10 2266 2014DCV-3998-G 1432 14th Street 2,500.00 $19.01 $401.15 11 2275 2014DCV-4384-G 1101 12th Street 15,000.00 $2,894.64 $411.09 12 2277 2014DCV-4384-G 3562 Austin Street 8,000.00 $1,007.74 $622.65 13 2278 2014DCV-6250-G 1701 Lexington Ave.2,500.00 $86.82 $281.39 14 2285 2010DCV-5358-H 11809 Haven Dr.5,000.00 $116.42 $1,689.57 15 2287 2013DCV-0766-C 1714 Palm Dr.2,500.00 $19.76 $113.81 16 2301 2011DCV-2157-G 736 Virginia Ave.9,000.00 $501.73 $4,110.19 17 2302 2011DCV-2162-E 4110 Molina Dr.7,500.00 $350.72 $2,453.17 18 2303 2011DCV-5242-G 1105 Golla Dr.12,000.00 $1,683.44 $2,103.62 19 2305 2014DCV-4020-A 4901 Jean St.37,000.00 $6,520.54 $5,299.69 20 2312 2014DCV-4420-H 3601 Lake Champagne Ct.44,000.00 $5,748.75 $14,462.86 21 2318 2012DCV-3326-H 314 E. Lakeside Dr.7,500.00 $1,083.46 $166.17 22 2326 2014DCV-4421-C 5713 Palo Blanco 7,500.00 $414.45 $3,384.28 23 2327 2014DCV-5100-H 2819 Summers St.2,500.00 $13.60 $45.29 24 2329 2014DCV-6265-F 911 15th St.2,700.00 $27.41 $228.41 25 2332 2017DCV-5402-B 1521 Lexington Ave.2,500.00 $36.99 $381.86 26 2333 2012DCV-1302-C 914 Dolores St.10,000.00 $1,291.65 $1,727.82 27 2338 2013DCV-1492-A 1701-1705 Peabody Ave.2,500.00 $2.97 $26.21 28 2343 2014DCV-5862-E 4709 Molina Dr.10,000.00 $1,309.36 $617.02 29 2347 2011DCV-0956-A 1209 Nagle St.7,200.00 $752.91 $1,488.36 30 2348 2012DCV-4404-A 505 Claride St.10,000.00 $1,399.11 $1,974.66 Total 253,545.00$ 29,268.51$ 55,116.93$ EXHIBIT C TAX RESALE PROPERTY LIST DATE: May 4, 2020 TO: Mayor and Council FROM: Rebecca Huerta, City Secretary RebeccaH@cctexas.com (361) 826-3105 CAPTION: Ordinance adding Corpus Christi Bay, Nueces Bay, and annexed territory to City Council Districts; and providing for an effective date. SUMMARY: The City Council general election for Mayor and Council Members is on November 3, 2020. The City has annexed property in the London area and San Patricio County per the following ordinances: 031776 (5/21/19) – LaQuinta Corridor; 031777 (5/21/19) – north side of Corpus Christi Bay / San Patricio County; 031822 (7/30/19) – London area; 031944 (12/10/19) – London area for King’s Lake; and 031945 (12/10/19) – London area for King’s Landing. The City has disannexed property per the following ordinances: 031816 (07/23/19) – north side of Corpus Christi Bay / San Patricio County; 031935 (11/19/19) – LaQuinta Corridor for voestalpine; and 032065 (5/24/20) – Occidental Chemical Corporation. The annexed areas, while unpopulated, need to be incorporated into Council districts. Based on the location of the areas, staff is recommending the annexed areas be added to Districts 3, 4, and 5, respectively, as depicted in the attached map. Additionally, Nueces Bay would be added to District 1 and Corpus Christi Bay to District 4 for contiguity purposes. BACKGROUND AND FINDINGS: The City Charter provides that five council members are elected by majority vote from single member districts, and each district will have the same population to the extent possible [Article II, Section 1(a)]. Since the annexed areas have no population under the 2010 census, adding the territory to any Council district would not cause the 2011 districting plan to become out of balance for “one person, one vote” purposes. Additionally, the cited section of the City Charter provides that any ordinance to equalize territory/population may not be enacted less than 90 days before any general election. The attached maps provide two views of the Council districts– one including the water areas Adding Corpus Christi Bay, Nueces Bay and recently annexed territory to City Council Districts AGENDA MEMORANDUM Action Item for the City Council Meeting May 19, 2020 (which is Exhibit A to the ordinance), and one including the land areas only. Staff is recommending the annexed areas be added to Districts 3, 4, and 5, respectively, as illustrated in the map. Additionally, Nueces Bay would be added to District 1 and Corpus Christi Bay would be added to District 4 for contiguity purposes. A portion of the newly annexed area is in San Patricio County. Upon the advice of the Texas Secretary of State’s Office, the City Secretary’s Office has discussed how best to provide election services to said area with the San Patricio County Election Administrator and the Nueces County Clerk. The mutually agreed upon method is for the City to contract with the Nueces County Clerk to cross county lines to provide election services in San Patricio County. In effect, the San Patricio County Election’s Office would provide the Nueces County Clerk a list of any City of Corpus Christi registered voters in the annexed area. The City registered voters in San Patricio County would then be allowed to vote at any vote center in Nueces County. This option would result in no additional election costs for the City and would minimize voter confusion since all District 4 voters would vote in Corpus Christi. FISCAL IMPACT: None LIST OF SUPPORTING DOCUMENTS: Map – Exhibit A to Ordinance - Council Member Districts (including water area) Map – Council Member Districts (land area only) Ordinance Ordinance adding Corpus Christi Bay, Nueces Bay, and annexed territory to City Council Districts; and providing for an effective date. WHEREAS, the City of Corpus Christi’s current single-member council districts were adopted on January 31, 2012 by Ordinance No. 029361, establishing the territory of the five single-member districts in compliance with applicable requirements of state and federal law; WHEREAS, the City of Corpus Christi (the “City”) recently annexed territory by Ordinance Nos. 031776, 031777, 031822, 031944 and 031945; WHEREAS, said annexed territory contains zero population under the most recent decennial Census from 2010; WHEREAS, the City of Corpus Christi (the “City”) recently disannexed territory by Ordinance Nos. 031816, 031935, and 032065; WHEREAS, upon the annexation and subsequent disannexation of territory, there remains annexed unpopulated territory within the City limits that must be assigned to an existing single-member council district; and WHEREAS, Article II, Section 1(a) of the City Charter requires that such adjustment to the single-member council districts occurs prior to the next general election, which is scheduled to occur in 2020. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the boundary of the existing Single-Member Council Districts for the City of Corpus Christi is hereby amended, and the new districting plan depicted on the map attached hereto as Exhibit A, defining new districts, is hereby adopted and designated to define the City’s five single-member council districts from and after the Effective Date; that Exhibit A is incorporated by reference in and made a part of this ORDINANCE, and shall be kept on file in the City Secretary’s Office. Section 2. That this ORDINANCE shall take and be given effect immediately upon passage and that thereafter all Corpus Christi City Council elections shall be held under and in accordance with the new single-member council district districting plan here adopted by the City Council, until such time as a subsequent lawfully-enacted districting plan shall be adopted to replace this plan. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2020, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2020, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DIST 4 DIST 1 DIST 3 DIST 5 DIST 2 19 42 127 3 14 22 15 37 108 103 16 18 23 107 27 108 115 1 28 10 12 101 2434 107 8 9 100 6 81 40 91 120 0 109 105 122 101 1 116 114 114 126 106 51 93 103 12526 82 3 54 70 2 4 117 113 67 20 55 111 32 17 63 121 120 98 79 118 119 124116 78 80 65 29 119 123 7 512 92 110 94 21 75 69 48 71 33 72 84 102 88 74 106 30 110 66 5958 38 112 121 49 44 64 115 73 47 5756 39 97 89 52104 62 13 35 83 7660 95 90 99 50 61 45 113 31 42 109 123 36 (c) OpenStreetMap and contributors, Creative Commons-Share Alike License (CC-BY-SA) Legend General Election Precincts (2018) Corpus Christi City Limits (4-17-20) Council District:12345DIST 4 San Patricio Nueces 115 19 116 106 113 109 110 108 110 121 119 (c) OpenStreetMap and contributors,Creative Commons-Share Alike License(CC-BY-SA) City of Corpus ChristiCurrent City Council Districts with City Limit Boundary and Election PrecinctsIncluding All Annexations as of April 17, 2020 © 2020 Bickerstaff Heath Delgado Acosta LLPData Source: City Limit Boundary and City CouncilDistrict Boundary obtained from the City of Corpus Christi GIS/Development Services DepartmentCreated: 4/17/2020E 0 3 61.5 Miles Background Image: ESRI Open Street Map INSET: District 4 Annexation DIST 1 DIST 4 Exhibit A DIST 4 DIST 1 DIST 3 DIST 5 DIST 2 19 42 127 3 14 22 15 37 108 103 16 18 23 107 27 108 115 1 28 10 12 101 2434 107 8 9 100 6 81 40 91 120 0 109 105 122 101 1 116 114 114 126 106 51 93 103 12526 82 3 54 70 2 4 117 113 67 20 55 111 32 17 63 121 120 98 79 118 119 124116 78 80 65 29 119 123 7 512 92 110 94 21 75 69 48 71 33 72 84 102 88 74 106 30 110 66 5958 38 112 121 49 44 64 115 73 47 5756 39 97 89 52104 62 13 35 83 7660 95 90 99 50 61 45 113 31 42 109 123 36 (c) OpenStreetMap and contributors, Creative Commons-Share Alike License (CC-BY-SA) Legend General Election Precincts (2018) Corpus Christi City Limits (4-17-20) Council District:12345DIST 4 San Patricio Nueces 115 19 116 106 113 109 110 108 110 121 119 (c) OpenStreetMap and contributors,Creative Commons-Share Alike License(CC-BY-SA) City of Corpus ChristiCurrent City Council Districts with City Limit Boundary and Election PrecinctsIncluding All Annexations as of April 17, 2020 © 2020 Bickerstaff Heath Delgado Acosta LLPData Source: City Limit Boundary and City CouncilDistrict Boundary obtained from the City of Corpus Christi GIS/Development Services DepartmentCreated: 4/17/2020E 0 3 61.5 Miles Background Image: ESRI Open Street Map INSET: District 4 Annexation DIST 1 DIST 4 Service Layer Credits: Sources: Esri, HERE,Garmin, USGS, Intermap, INCREMENT P,NRCan, Esri Japan, METI, Esri China (HongKong), Esri Korea, Esri (Thailand), NGCC, (c)OpenStreetMap contributors, and the GISUser Community Service Layer Credits: Sources: Esri, HERE,Garmin, USGS, Intermap, INCREMENT P,NRCan, Esri Japan, METI, Esri China (HongKong), Esri Korea, Esri (Thailand), NGCC, (c)OpenStreetMap contributors, and the GISUser Community District #1 District #3 District #4 District #5 District #4 District #4 District #2 District #5 District #4 City of Corpus Christi, TX - Single Member District Boundary 0 29,000 58,00014,500 Feet AdministrativeBounds City Limits (as of12/10/19) County Line District #4 District #4 District #4 Date: 04-15-2020 ¯ Single Member District District #1 District #2 District #3 District #4 District #5 DATE: May 4, 2020 TO: Peter Zanoni, City Manager THRU: Michael Rodriguez, Chief of Staff michaelrod@cctexas.com (361) 826-3732 FROM: Richard Martinez, Director of Public Works Richardm5@cctexas.com (361) 826-3419 CAPTION: Ordinance appropriating $3,550,000 from the Public Works reserves fund balance to the Public Works General Fund operating budget; amending the FY 2020 Public Works Arterial and Collector Street Preventative Maintenance Program (SPMP) Budget from $3,440,000 to $6,990,000 and approving the general work plan for FY 2020 for a total amended budget of $6,990,000; with funding available from the FY 2020 Street, Stormwater, Water and Wastewater Funds. SUMMARY: This ordinance authorizes amending the FY 2020 Public Works Street Preventative Maintenance Program Budget in support of the 2020 SPMP Work Plan. This includes approving the concepts, direction, and general work plan. BACKGROUND AND FINDINGS: This item is the continuation of the City Council approved Street Preventative Maintenance Program (SPMP) funded in part by the approved street maintenance fee. The streets selected for the 2020 SPMP Work Plan were based on the Pavement Condition Index scores. Streets were then selected based on the deterioration of the street and the percentage of concrete work needed. Street work was distributed among Council Districts and the Downtown Area in an equitable method based on maintenance needs to extend street life, improve performance and to delay street reconstruction. The work plan considered allocating available resources among collector and arterial streets based on most urgent need. Arterial and Collector streets were then evaluated based on need for overlay or ultra-thin bond surface treatment. Roadway treatment type is selected using industry standards and best judgement for each individual street. As part of the budget, City Council approved the Residential Street Preventative Maintenance Program AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 19, 2020 Second Reading Ordinance for the City Council Meeting of June 9, 2020 Amendment of Budget and Approval for Street Preventative Maintenance Program 2020 and Work Plan for Year Seven exclusively for street rehabilitation in neighborhoods for a total amount of $14, 500,000. The 2020 SPMP work plan consists of 19 street segments. Approximately 15 of the 19 streets are being designed by the in-house Public Works team. ALTERNATIVES: If the ordinance is not approved this will result in further delays of maintenance to roadways. FISCAL IMPACT: The $3,550,000 was previously approved for the SPMP, however, Public Works was unable to complete the street maintenance in FY 2019. Therefore, the funding fell to the reserves fund balance to be utilized in FY 2020. This ordinance allows for the appropriation of the funding to the operating budget and amends the total amount to $6,990,000. Funding Detail (Partial Certification No. 2): The funding amount or $6,990,000 for the FY 2020 Street Preventative Maintenance Program will come out of the following sources: Fund/Org: Streets/Street Preventative Maintenance Program (Fund 1041) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Street Preventative Maintenance Program FY 2020 (Proj 18135A) Account: Appropriable Fund Balance (Account #251850) Activity: 18135-A-1041-EXP Amount: $3,550,000 (which fell to fund balance in FY 2019 and is being used now for FY 2020) Fund/Org: Streets/Street Preventative Maintenance Program (Fund 1041) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Street Preventative Maintenance Program FY 2020 (Proj 18135A) Account: Maintenance & Repairs (Account #530215) Activity: 18135-A-1041-EXP Amount: $3,000,000 Fund: Storm Water Fund (Fund 4300) Org: Storm Water Streets (Org #32003) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Street Preventative Maintenance Program FY 2020 (Proj 18135A) Account: Maintenance & Repairs – Interdepartment (Acct #520131) Activity: 18135-A-4300-EXP Amount: $150,000 Fund: Water Fund (Fund 4010) Org: Treated Water Delivery System (Org #31520) Mission Elem: Distribute Water (ME 041) Project No.: Street Preventative Maintenance Program FY 2020 (Proj 18135A) Account: Maintenance & Repairs – Interdepartment (Acct #520131) Activity: 18135-A-4010-EXP Amount: $58,000 Fund: Wastewater Fund (Fund 4200) Org: Wastewater Collection System (Org #33400) Mission Elem: Wastewater Collection System (ME 042) Project No.: Street Preventative Maintenance Program FY 2020 (Proj 18135A) Account: Maintenance & Repairs – Interdepartment (Acct #520131) Activity: 18135-A-4200-EXP Amount: $232,000 RECOMMENDATION: Approval of Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance EXHIBIT A – 2020 SPMP Work Plan (Year – 7) - Alphabetical Street Listing EXHIBIT A – 2020 SPMP Work Plan (Year – 7) – Council District Street Listing SPMP 2020 Location Map SPMP 2020 Council District Map Presentation Final SPMP 2019 Work Plan 1 WHEREAS, the Public Works Department is requesting authorization to appropriate $3,550,000 from the Public Works Operating Account Reserves for Work Plan 7 for the Street Preventative Maintenance Program; WHEREAS, the Public Works Department is requesting authorization to amend the FY 2019 Public Works Street Preventative Maintenance Program Budget totaling $3,550,000; WHEREAS, on June 25, 2013, by Ordinance No. 029876 and Ordinance No. 029877, the City Council (a) established a Street Preventative Maintenance Program (SPMP) and Street Maintenance Fee (SMF); and (b) established policies, rates, and methodologies for the SPMP and SMF, respectively, and amended and codified the two ordinances under Sections 10 through 20 of Ordinance No. 029917; WHEREAS, under the "Definitions" section of the above Ordinances (a) Director means the City Manager or designee; (b) Street Preventative Maintenance Program (SPMP) means the street preventative maintenance program, as amended from time to time, funded by the Street Maintenance Fee; and (c) Street System means the structures, streets, rights-of-way, bridges, alleys, and other facilities within city limits that are dedicated to the use of vehicular traffic; the maintenance and repair of those facilities; and the operation and administration of such maintenance and repair under the Street Preventative Maintenance Program; WHEREAS, Section 11 of Ordinance No. 029877, titled "Rules," provides that the Director is responsible for administration of the SPMP and SMF, developing all rules and procedures necessary to administer the SPMP and SMF, developing all maintenance programs, and establishing Street System criteria and standards for the operation and maintenance of the Street System; WHEREAS, pursuant to the “Rules", staff developed certain concepts, direction, selection criteria, and a general work plan for the initial year of the SPMP (the 2014 SPMP Work Plan (Year - 1)), which was approved for implementation on December 17, 2013, by Resolution No. 030046; WHEREAS, staff now presents for approval the 2020 SPMP Work Plan (Year - 7) for a total amount not to exceed $6,990,000; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Appropriating $3,550,000 from the Public Works Operating Account Reserves in Fund 1041. SECTION 2. Amending the FY 2020 Public Works Street Preventative Maintenance Program Org 12415 Fund 1041 by $3,550,000. Ordinance appropriating $3,550,000 from the Public Works reserves fund balance to the Public Works General Fund Operating Budget; amending the FY 2020 Public Works Arterial and Collector Street Preventative Maintenance Program (SPMP) Budget from $3,440,000 to $6,990,000 and approving the general work plan for FY 2020 for a total amended budget of $6,990,000; with funding available from the FY 2020 Street, Stormwater, Water and Wastewater Funds. 2 SECTION 3. The City Council approves of, supports, and directs staff to proceed with implementing the concepts, direction, selection criteria, and general work plan for the seventh year of the Street Preventative Maintenance Program (SPMP) referred to as the "2020 SPMP Work Plan (Year - 7).” The 2020 SPMP Work Plan (Year – 7) is attached as Exhibit A hereto. That the foregoing ordinance was read for the first time and passed to its second reading on this the ____ day of _________________2020, by the following vote: Joe McComb __________________ Michael Hunter ________________ Roland Barrera __________________ Ben Molina ________________ Rudy Garza __________________ Everett Roy ________________ Paulette M. Guajardo __________________ Greg Smith ________________ Gil Hernandez __________________ That the foregoing ordinance was read for the second time and passed finally on this the ____ day of _________________2020, by the following vote: Joe McComb __________________ Michael Hunter ________________ Roland Barrera __________________ Ben Molina ________________ Rudy Garza __________________ Everett Roy ________________ Paulette M. Guajardo __________________ Greg Smith ________________ Gil Hernandez __________________ PASSED AND APPROVED, this the _____day of ____________________, 2020 ATTEST: ____________________________ __________________________ Rebecca Huerta Joe McComb City Secretary Mayor PROPOSED SPMP FY 2020 STREETS Alphabetical WORK PLAN STREET FROM TO MPC W PCI DISTRICT LENGTH (FT) WIDTH (FT) AREA (SY) OVERLAY ABERDEEN OCEAN DR CENTER LOCAL 43 4 1,665 26 4,810 ULTRATHIN AGNES ST SIXTEENTH LAREDO ARTERIAL 80 1 2,320 39 10,139 OVERLAY AYERS ST ALAMEDA S EDWARDS ARTERIAL 64 2 5,265 46 26,691 OVERLAY BALLAD TREE DR GUADALUPE RIVER BIG CYPRESS BAYOU LOCAL 65 1 1,465 24 3,907 ULTRATHIN BUDDY LAWRENCE INTERSTATE 37 ANTELOPE COLLECTOR 77 1 2,590 45 12,854 OVERLAY CARANCAHUA N BUFFALO KINNEY COLLECTOR 43 1 1,905 38 8,043 OVERLAY CENTER DR EVERHART RD CIRCLE LOCAL 46 4 385 24 1,027 OVERLAY CHAPARRAL PARK AVE KINNEY COLLECTOR 27 1 1,580 34 5,880 OVERLAY CIRCLE DR OCEAN DRIVE CENTER DR LOCAL 28 4 1,790 24 4,773 ULTRATHIN COMMODORES DR AQUARIUS ST PARK ROAD 22 COLLECTOR 84 4 3,370 56 20,969 OVERLAY COOPERS ALLEY TANCAHUA SHORELINE COLLECTOR 37 1 2,370 33 8,909 ULTRATHIN DODDRIDGE OCEAN DR ALAMEDA S ARTERIAL 82 4 2,555 48 13,627 OVERLAY EMBASSY DR CORONA PADRE ISLAND DR LOCAL 12 3 900 36 3,600 OVERLAY ENCANTADA GYPSY PARK ROAD 22 COLLECTOR 81 4 2,530 36 10,120 ULTRATHIN FLOUR BLUFF DR DON PATRICIO PADRE ISLAND DR ARTERIAL 82 4 5,000 63 35,185 OVERLAY GREENBRIAR ST ANDREWS RIVER OAKS LOCAL 56 5 2,465 26 7,121 OVERLAY HANCOCK ALAMEDA BROWNLEE LOCAL 67 2 1,390 24 3,707 ULTRATHIN HOLLY RD EVERHART RD CROSSTOWN ARTERIAL 81 3 16,715 61 113,291 ULTRATHIN KOSTORYZ PADRE ISLAND DR HOLLY RD ARTERIAL 60 3 3,730 61 25,281 OVERLAY LEOPARD N NUECES BAY UP RIVER RD ARTERIAL 74 1 1,975 39 8,485 OVERLAY LEOPARD S NUECES BAY UP RIVER RD ARTERIAL 74 1 1,910 37 7,923 OVERLAY MC KINZIE RD INTERSTATE 37 SESSIONS RD COLLECTOR 57 1 3,470 36 13,880 OVERLAY MONITOR MC ARDLE LAMONT LOCAL 61 2 1,385 24 3,693 OVERLAY PATTI SARATOGA DUNBARTON OAK COLLECTOR 8 5 965 36 3,860 OVERLAY RICHARD AYERS ST NAPLES LOCAL 66 2 1,285 24 3,427 OVERLAY ST ANDREWS WOOLDRIDGE RIVER OAKS COLLECTOR 37 5 3,030 35 11,615 OVERLAY SUN VALLEY DR CEDAR PASS DR YORKTOWN COLLECTOR 69 5 1,560 36 6,240 OVERLAY TARLTON AYERS ST CROSSTOWN EXPWY COLLECTOR 70 2 2,605 33 9,600 OVERLAY WORDSWORTH CREEK DR GUADALUPE RIVER BALLAD TREE DR LOCAL 69 1 1,025 24 2,733 OVERLAY YORKTOWN BLVD (N) WEBER LAKE TRAVIS ARTERIAL 88 5 4,455 24 11,880 OVERLAY YORKTOWN BLVD (S) WEBER LAKE TRAVIS ARTERIAL 85 5 4,495 24 11,987 4/24/2020 1 of 1 PROPOSED SPMP FY 2020 STREETS Council District WORK PLAN STREET FROM TO MPC W PCI DISTRICT LENGTH (FT) WIDTH (FT) AREA (SY) ULTRATHIN AGNES ST SIXTEENTH LAREDO ARTERIAL 80 1 2,320 39 10,139 OVERLAY BALLAD TREE DR GUADALUPE RIVER BIG CYPRESS BAYOU LOCAL 65 1 1,465 24 3,907 ULTRATHIN BUDDY LAWRENCE INTERSTATE 37 ANTELOPE COLLECTOR 77 1 2,590 45 12,854 OVERLAY CARANCAHUA N BUFFALO KINNEY COLLECTOR 43 1 1,905 38 8,043 OVERLAY CHAPARRAL PARK AVE KINNEY COLLECTOR 27 1 1,580 34 5,880 OVERLAY COOPERS ALLEY TANCAHUA SHORELINE COLLECTOR 37 1 2,370 33 8,909 OVERLAY LEOPARD N NUECES BAY UP RIVER RD ARTERIAL 74 1 1,975 39 8,485 OVERLAY LEOPARD S NUECES BAY UP RIVER RD ARTERIAL 74 1 1,910 37 7,923 OVERLAY MC KINZIE RD INTERSTATE 37 SESSIONS RD COLLECTOR 57 1 3,470 36 13,880 OVERLAY WORDSWORTH CREEK DR GUADALUPE RIVER BALLAD TREE DR LOCAL 69 1 1,025 24 2,733 OVERLAY AYERS ST ALAMEDA S EDWARDS ARTERIAL 64 2 5,265 46 26,691 OVERLAY HANCOCK ALAMEDA BROWNLEE LOCAL 67 2 1,390 24 3,707 OVERLAY MONITOR MC ARDLE LAMONT LOCAL 61 2 1,385 24 3,693 OVERLAY RICHARD AYERS ST NAPLES LOCAL 66 2 1,285 24 3,427 OVERLAY TARLTON AYERS ST CROSSTOWN EXPWY COLLECTOR 70 2 2,605 33 9,600 OVERLAY EMBASSY DR CORONA PADRE ISLAND DR LOCAL 12 3 900 36 3,600 ULTRATHIN HOLLY RD EVERHART RD CROSSTOWN ARTERIAL 81 3 16,715 61 113,291 ULTRATHIN KOSTORYZ PADRE ISLAND DR HOLLY RD ARTERIAL 60 3 3,730 61 25,281 OVERLAY ABERDEEN OCEAN DR CENTER LOCAL 43 4 1,665 26 4,810 OVERLAY CENTER DR EVERHART RD CIRCLE LOCAL 46 4 385 24 1,027 OVERLAY CIRCLE DR OCEAN DRIVE CENTER DR LOCAL 28 4 1,790 24 4,773 ULTRATHIN COMMODORES DR AQUARIUS ST PARK ROAD 22 COLLECTOR 84 4 3,370 56 20,969 ULTRATHIN DODDRIDGE OCEAN DR ALAMEDA S ARTERIAL 82 4 2,555 48 13,627 OVERLAY ENCANTADA GYPSY PARK ROAD 22 COLLECTOR 81 4 2,530 36 10,120 ULTRATHIN FLOUR BLUFF DR DON PATRICIO PADRE ISLAND DR ARTERIAL 82 4 5,000 63 35,185 OVERLAY GREENBRIAR ST ANDREWS RIVER OAKS LOCAL 56 5 2,465 26 7,121 OVERLAY PATTI SARATOGA DUNBARTON OAK COLLECTOR 8 5 965 36 3,860 OVERLAY ST ANDREWS WOOLDRIDGE RIVER OAKS COLLECTOR 37 5 3,030 35 11,615 OVERLAY SUN VALLEY DR CEDAR PASS DR YORKTOWN COLLECTOR 69 5 1,560 36 6,240 OVERLAY YORKTOWN BLVD (N) WEBER LAKE TRAVIS ARTERIAL 88 5 4,455 24 11,880 OVERLAY YORKTOWN BLVD (S) WEBER LAKE TRAVIS ARTERIAL 85 5 4,495 24 11,987 4/24/2020 1 of 1 CORPUS CHRISTI BAY C H A N N E LC R E E K OSODELCAYO DEL OSO LAGUNA MADREGULF OF MEXICONUECES BAY D I S T 4 D 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EUSTATIUSL E O P A R D S R D O U G LA S HALA PIT M ARGARETFIRST NATIONALSO U T H G AT E PRIMROSEDOSSLYNHURSTSTARDUSTBACKSIDE SEINETOLMANFOX TAILCROWN ROYAL W IT T N E R MC DANIEL O AK BAYWALNUT HILLS SPOHN SOUTHALEXANDRIASOUTHBAYBAYSHORESTANLEY TOLEDOCHRISTINE BAR LE DOCWINDROSEDEWBERRYKATHERINEMAHBIBREAKER N E E S A LONGALLENBRISK WINDTUL I PELDERBERRY BASINABERDEENKRESSOWENSWANTNER YOSEMITE HUNTWICK S T R O M A N SPENCERCAIROHENDERSON L O V E R SYERBYLORRAINE K E L T I CMEADOWLANEBRANSCOMB IROQUOISFO R E S TSUNBURSTKEYAN RUBY BAYCAPLINMOONLAKE RIDGE RIOMR IV E R TO N SHADY CREEKBURKECOMPL EXSTEWARTEMPIRE STATEHIGH RI DGEBELLACCORPORATEBELL ISLEMISSOURI KING RIVER SANDBAR LUZONA C C E S S 3 A W A L N U T BROOKLANECROSS RIVERMEDINAHCHENOWETHDOGGE T T BRISTONBRAESWOODFALLOW CENTRAL PARKROANOKE BLUE OAKWINDY WAYPANGANI WEST WINDT U P P E R SAMBAR VALLEY VIEWRADIALSAPPHIRERIVERGATEHARNEYAUDNQUAI L RUNPORTO VILLAGEO COUGARLOUISVILLEL EST ERGULF STREAM GREENAHERN ISLAND PARK GRAND ISLEGLENMONTPREAKNESSMORNINGSIDERIDGE STONEBELLO LINDA B O U RBO NAIS H IL L C O U N T R YDIANA SAULT HUMBLEBRIGANTINE H E A D S A ILMATTHEW L ODGE CAPE VISTANUECESTOWNALLIER CHEVY CHASE SPRING WINDSUMMERTIMELULAC O O P E R L H E A D BRINE MADIERA STANTONTATEWAYSABAL TANZANITEIM PE R IA LALOHAASHLOCKSEASHORENAPLESMORRIS O CEAN CADDOTOPEKA PRESA S E V E NT E E NT HU P R IV E R FIGCAMBRIDGECO LEM ANIVYA L A ME D A MESQUITEMILDREDOCEAN L ANT ANALA K E SHIELSA L L E Y T E N T H DOLPHINCASTENONALLEYNOGALES BARNES BLUNDELLFRIO DELAINECARROLLE L KLOUISIANASHERIDANSOUTHBAYMORRISJEANMARIONA N T E LO P E U P R I V E R CARRI Z OE I G H T E E N T H MARGUERITESE C O ND DEVONBRAWNERYORKTOWNALLEYS I X T E E NT HOMAHAUP RIVER CHERYLHERNDONI 37UP RIVER SHORELI NECASA BLANCALIPANCOLEELM KOSAREKJOYCE HAMLINSHORELINELAVACAWALDRONOMAHA CLAREA L L E Y LAMONT J OY CE BRADSHAW LEOPARD OHIOSAMMC BRIDEHE I NS OHNNUECESPRESCOTTBRAWNERELGINOMAHA CARIBBEAN O DAY STAPLESMIRAMARDENVER B AL B OA AI RL I NELE O P A R D RIGGANOCEAN KASPERMONETTESAVAGER U THHALL BRAWNERNAPLESNAPLESKENNEDYD ILLO N ODEMM ARYB E A R COSNERSUNNY LEEWARDA L L E Y CORALELIZABETHPOTHC O LE M A N TROYBUFO RD YALE SUMMERS PANAMAWACOJACKSONCLOYDE HAZELGOLLIHARREHFELDLEOPARDCRAIG REDWOODSHORELINECANTWELL DODDW E S T P O IN TLANTANANILEAUSTIN THIR D JANSSEN T A N C A H U A S OUT HERN MI NE RA L S BRENTWOODOSO TARLTON LAMONTNUECES BAYPORTBREWSTERMOHA WK ELGINSARITAEASYAUSTINLOU MIRAMARDODYO C E A NLEXINGTON LANDS GRANTCAROLYN CATALINAMOKRYHOUSTONRETAMADAYTONAUP R I V E R LE O P A R D LANSDOWNPECAN CHASEFIFTH SHELY M O R G AN HUNT ERT UL OS OMOKRYGLENOAK UP RIVER LAREDOGOLLIHAR WOODLAWNP ORT ASHLANDCORALWACOORMONDLA COSTA DALYYORKTOWNCATALINAHUDSONCL ARES I X T E E N T H INDIANARODD FIELDMONETTEOSOU P R I V E R WILLIAMSDALYJEANBRAWNERTOPEKA SAVOY CABANISS KI N G HANCO C KLEOPARD STIRMANSHELY PEERMANM A R Y NINETEENTH LEXINGTON PRINCEHORNECR 69AGNESO C E A N GREENWOODPALMWILSHIREH A M P S H IR E City of Corpus Christi THIS DATA WAS COMPILED FROM VARIETY OF SOURCES.THE DATA ACCURACY AND TIMELINES ARE NOT GUARANTEED. 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ISL AND CRESTWICK P A D R E I S L A N D CARROLLPADRE ISLAND WOLFC L A R E SHEA ESPLANADE PADRE ISLANDPADRE IS L A N D PADRE ISLAND DALYPADRE ISLAND MONTEGO BRAESWOODPADRE ISLAND BONHAMHULLO S OBOWIEO DAY PADRE ISLAND GI NGERBERRYYORKTOWN CABANISS ELKPADRE ISLAND WHARTONSARATOGA W E I S K O P F PADRE ISLAND OSOJOYCE PADRE ISLAND PADRE ISLAND R O D D F IE L DJEANSARATOGA BONNER JOHANNA PADRE ISLAND PADRE ISLAND H WY 2 8 6 DALYFREDS FOLLYIMPALAYORKTOWN WILLIAMS PANAMA WOLFY O R K T O W N DISTRICT 5 µ Council Presentation May 12, 2020 Street Preventative Maintenance Program (SPMP) Update & 2020 Work Plan 1 2 Street Improvement Plan (SIP) Street Preventative Maintenance Program (SPMP) $14 M / Year 3 Total Street Network (Total 1,218 Center Lane Mile) Area Area (SY)Center Lane Miles Average PCI % of Total Network ADP Downtown 1,695,984 82 61 8% District 1 4,859,726 292 53 23% District 2 3,328,199 185 48 16% District 3 3,222,589 181 50 15% District 4 4,116,514 261 57 20% District 5 3,630,444 217 63 17% Total 20,853,456 1,218 4 Street Condition Assessment & Inventory Pavement Condition o Micro-PAVER uses 20 pavement distresses in condition surveys: Alligator cracking, rutting, potholes, block cracking, corrugation, bleeding, raveling, shoving, slippage cracking, joint reflection cracking, depression, edge cracking, bumps & sags, railroad crossing, patching & utility cut patching, swell, weathering, polish aggregate, shoulder drop off, longitudinal & transverse cracking. Pavement Condition Index (PCI): o PCI’s are calculated using: each of the pavement distresses observed; density/quantity of each; and severity level of each. o PCI calculated value: is a weighted composite index of each pavement distress observed and deduct value for each; and is used to identify pavement maintenance & rehabilitation treatment candidates (i.e. reconstruction, overlay, seal coat). Data Collected on a 2-Year Cycle (TransMap) 5 Classification of Streets PCI Range PCI Condition Principal Arterial Major Arterial Minor Arterial Collector Local Residential Total Percent of Network Percent Condition 91-100 Excellent 11.83 9.41 6.58 24.42 85.59 137.83 11.53 81-90 Very Good 15.70 9.28 3.04 51.83 142.40 222.25 18.60 61-80 Good 25.89 25.64 2.92 37.52 98.96 190.93 15.98 41-60 Fair 11.30 18.70 4.65 24.30 141.81 200.76 16.80 21-40 Poor 8.65 8.48 0.13 26.45 175.84 219.55 18.37 0-20 Failed 1.47 0.70 0.41 25.12 195.61 223.31 18.69 74.84 72.21 17.73 189.64 840.21 1,194.63 100% Street Network Conditions Reactive Maintenance Time- 25 YearsPavement ConditionPreventive Maintenance Pavement Life Extended Rehabilitation / Reconstruction Expensive Maintenance Zone Effective Maintenance Zone Optimized Maintenance 7 2020 SPMP Work Plan 8 SPMP Street Selection Criteria 1. Work based on Pavement Condition Index (PCI) scores: Streets selected based on % of concrete and street deterioration 2. Work Distribute by Street Classification (Residential, Collectors & Arterials) based on Capital Assets (% of Network) 1. Coordinate work for Residential by Neighborhood and initial subdivision construction dates 5. Distribute work by percentage by Maintenance Applications and Contract and In-House Programs 6.Prioritize by traffic loads causing potential premature failure of roadway Dist 1 23% Dist 2 16% Dist 3 15% Dist 4 20% Dist 5 17% Downtown 8% Need by District Arterial 33% Collector 23% Local 44% Need by Road Classification Dist 1 17% Dist 2 5% Dist 3 34% Dist 4 22% Dist 5 12% Downtown 10% Work Plan by District Arterial 71% Collector 22% Local 7% Work Plan by Road Class 2020 (Year 7) Work Plan Target Target percentages based on Square Yards of Pavement in each District/Category relative to the total City System. 10 Proposed 2020 (Year 7) SPMP Work Plan - $14 M / Year Overlays Ultra-Thin TOTAL Streets Maintained 24 7 31 SYs 183,910 231,346 415,256 Center Lane Miles 10 7 17 % Arterial 16%48%64% % Collector 19%8%27% % Residential/Local 9%0%9% 11 SPMP 2019 Update •79 Streets identified in SPMP 2019 •Original work plan −51 Overlay −28 Ultra-Thin •Revised work plan after evaluation −71 Overlay −5 Ultra-Thin −3 Removed (Programmed as separate projects) •Construction Progress −Notice to Proceed issued on 3/2/2020 −54 of 71 Overlay streets released to Contractor for construction (approx. $11M) 10 complete 14 under construction −5 of 5 Ultra-Thin streets released to the Contractor for construction (approx. $1.5M) 12 Next Steps •SPMP 2020 Work Plan (Resolution – This Item) - $7M to be designed by Consultant - $7M to be designed by in house design team - Estimated construction to being Summer 2020 •Evaluation of FY 2021 streets begins June - SPMP 2021 Work Plan for Council approval July 2020 - All delivery orders prepared by in house design team •Concurrent Development of the 5 year Infrastructure Management Plan (IMP) 13 SPMP Program Status Website for Program status reports: https://www.cctexas.com/street-project-status 14 Questions? SPMP FY 2019 STREETS REVISED WORK PLAN STREET FROM TO MPC W PCI DISTRICT OVERLAY ADMIRAL PADRE ISLAND DR LAKESIDE LOCAL 56 4 *REMOVE ALAMEDA MC CALL HOFFMAN ARTERIAL 65 2 OVERLAY AQUARIUS DAS MARINAS DR. TOPSAIL COLLECTOR 70 4 OVERLAY AYERS EDWARDS CLEMMER ARTERIAL 69 2 OVERLAY BALDWIN PRESCOTT AYERS ARTERIAL 56 2 OVERLAY BARONS BEVECREST ST DEAD END NLOCAL 603 OVERLAY BURNEY EVERHART RD LANSDOWN LOCAL 57 2 OVERLAY BURNHAM FULWELL STAPLES SLOCAL 575 OVERLAY BURR WHITAKER LUCILLE LOCAL 63 4 OVERLAY BURTON HOLLY RD BONNER LOCAL 62 3 OVERLAY CASCADE OLYMPIA ST ANDREWS LOCAL 58 5 OVERLAY CASTLE FOREST CASTLE RIVER DEAD END ELOCAL 611 OVERLAY CASTLE TOP CASTLE RIVER DEAD END SLOCAL 591 OVERLAY CAYO GORDA CUMANA DEAD END SLOCAL 574 OVERLAY CEDAR PASS DR EVERHART RD RIDGE STONE COLLECTOR 83 5 OVERLAY CHAMIZAL ROUNDROCK MOUNTAIN VIEW LOCAL 60 1 OVERLAY CHARLES HARRINGTON DR TURNING LEAF DR COLLECTOR 65 1 OVERLAY CLARION MCARDLE RD DELTA LOCAL 56 4 OVERLAY CRESCENT SPID MC ARDLE LOCAL 57 4 OVERLAY DASMARINAS WHITE CAP DEAD END SLOCAL 574 ULTRATHIN DODDRIDGE ALAMEDA STAPLES ARTERIAL 65 2 OVERLAY DUCAT REALES DEAD END LOCAL 61 4 OVERLAY DUNSTAIN FONTANA AVE YELLOW OAK LOCAL 64 1 OVERLAY E. LAKESIDE PADRE ISLAND DR LAKESIDE COLLECTOR 57 4 OVERLAY ELIZABETH SANTA FE STAPLES COLLECTOR 59 2 ULTRATHIN EVERHART SARATOGA CEDAR PASS DR ARTERIAL 75 5 OVERLAY EVERHART CENTER DR CLINTON DR ARTERIAL 65 4 OVERLAY FLOUR BLUFF YORKTOWN BLVD RAMFIELD ARTERIAL 68 4 OVERLAY FORTUNE ENTERPRIZE PKWY BEAR LANE LOCAL 57 3 OVERLAY GAVILAN GREENWOOD LOS ROBLES COLLECTOR 58 3 OVERLAY GERTRUDE MATLOCK MILITARY LOCAL 57 4 OVERLAY GLENOAK WALDRON RD DEBRA LN COLLECTOR 69 4 OVERLAY GREENWOOD WEST POINT TROJAN ARTERIAL 66 3 OVERLAY HANDOVER GREELY ALAMEDA SLOCAL 584 OVERLAY HORNE GREENWOOD COLUMBIA ARTERIAL 65 3 OVERLAY IH 37 MESQUITE SHORELINE (NORTH) COLLECTOR 66 1 OVERLAY ISABELLA WHITE CAP BLVD DEAD END SLOCAL 644 OVERLAY JACKTAR BARATARIA CROSSJACK ST LOCAL 58 4 OVERLAY JOLLY ROGER AQUARIUS DEAD END WLOCAL 604 OVERLAY KING TRL SOUTH STAPLES KING LANE LOCAL 66 5 ULTRATHIN LAREDO ST SIXTEENTH TWENTY FIRST (AGNES) ARTERIAL 63 1 OVERLAY LEOPARD CALLICOATTE RD REHFELD ARTERIAL 77 1 OVERLAY LEOPARD AKA UP RIVERUP RIVER ROAD STATE HWY 77 ARTERIAL 66 1 OVERLAY LOS ARROYOS LAS MIRAS DR LOS RANCHEROS LOCAL 66 5 OVERLAY LOVEBIRD ORIOLE WAXWING LOCAL 77 4 ULTRATHIN MORGAN PORT AVE BALDWIN ARTERIAL 91 1 OVERLAY NICHOLS POWELL DR SPAULDING DR LOCAL 68 1 *REMOVE OCEAN COUNTRY CLUB POENISCH ARTERIAL 58 4 OVERLAY OPPORTUNITY ENTERPRIZE PKWY ENTERPRIZE PKWY LOCAL 57 3 OVERLAY OSO SKING ACRES DR LAGO VISTA DR COLLECTOR 73 5 OVERLAY PAUL JONES HOLLY VETTERS COLLECTOR 79 4 OVERLAY PORT BUFORD MARY ARTERIAL 71 1 OVERLAY PRESCOTT SALAZAR TROJAN LOCAL 64 3 OVERLAY RAPIDS WOOD RIVER CALAVERAS LOCAL 69 1 OVERLAY RIVER FOREST CALALLEN MOON RIVER LOCAL 60 1 OVERLAY RIVERWOOD F M 624 RIVER HILL LOCAL 60 1 OVERLAY ROCK CREST ANVIL LA SALLE LOCAL 60 5 OVERLAY ROSLYN PRESCOTT SARITA LOCAL 56 2 OVERLAY SANTA FE AYERS‐BOOTY LOUISIANA COLLECTOR 69 2 4/24/2020 1 OF 2 SPMP FY 2019 STREETS REVISED WORK PLAN STREET FROM TO MPC W PCI DISTRICT OVERLAY SEINE RHINE DEAD END NLOCAL 605 *REMOVE SHAWNEE BALDWIN ST CHIPPEWA ST LOCAL 60 1 OVERLAY SHORELINE BELDEN WILLIAMS ARTERIAL 72 1 OVERLAY SOLEDAD GREENWOOD CARVER LOCAL 56 2 OVERLAY SPRING CREEK SPRING CREEK DR DEAD END LOCAL 59 1 OVERLAY STAPLES PADRE ISLAND DR GOLLIHAR ARTERIAL 74 2 OVERLAY STONEWALL CHARLES SHALLOW CREEK DR COLLECTOR 70 1 OVERLAY SWORDFISH CABANA E COMMODORES LOCAL 56 4 OVERLAY TEAL BEAL WOOD RIVER LOCAL 58 1 OVERLAY TIGER WEBER RD CARROLL LN COLLECTOR 71 3 OVERLAY TROJAN CASTENON GREENWOOD COLLECTOR 65 3 OVERLAY UP RIVER RD FAIRVIEW IH 37 COLLECTOR 76 1 OVERLAY VEGA JAMAICA CHARLOTTE LOCAL 56 4 OVERLAY W. LAKESIDE N A S DR PADRE ISLAND DR LOCAL 59 4 OVERLAY WALDRON PADRE ISLAND DR 280' S OF PADRE ISLAND DR ARTERIAL 74 4 ULTRATHIN WEBER RD MC ARDLE RD PADRE ISLAND DR ARTERIAL 76 2 & 3 OVERLAY WILD OLIVE SOUTH OSO PKWY DEAD END LOCAL 58 5 OVERLAY WINDSONG WOOLDRIDGE RD ROSELAND DR LOCAL 58 5 OVERLAY WOOLDRIDGE LAS BRISAS QUEBEC DR COLLECTOR 74 4 OVERLAY WOOLDRIDGE AIRLINE RD DEWBERRY COLLECTOR 77 5 * Scheduled as separate project. 4/24/2020 2 OF 2 DATE: May 11, 2020 TO: Peter Zanoni, City Manager FROM: Iain Vasey, President/CEO ivasey@ccredc.com (361) 882-7448 OUTSIDE PRESENTER(S): Name Title/Position Organization 1. Iain Vasey President/CEO CCREDC BACKGROUND: CCREDC regularly presents Economic Data to the City Council, typically on a quarterly basis. Though the First Quarter of 2020 was seeing extremely strong growth, among the most robust economic growth periods in recent memory, and an unemployment rate of under 4%, the second quarter saw an unprecedented change in economic conditions. COVID-19 and related government-mandated economic closures caused many businesses to alter or cease operations. The South Texas economy was further impacted by the collapse of global oil demand from 100 million barrels per day (BPD) to around 70 million BPD. Oil Prices fell from mid-$50’s per barrel, to $10-20, with futures even trading in negative territory as storage facilities filled up. CCREDC moved into Business Retention mode and focuses in times of disaster on four major categories: 1. Gathering accurate economic data for local, state, and federal authorities to make fact-based decisions; 2. Synthesizing and disseminating business assistance program data; 3. Assisting government agencies in formulating assistance programs; and 4. Providing direct calls to employers and providing direct technical assistance to businesses. These actions will be discussed with Council on May 19th. LIST OF SUPPORTING DOCUMENTS: Presentation - CCREDC May 2020 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Q1 2020) AGENDA MEMORANDUM City Council Meeting of May 19, 2020 Iain Vasey CEcD President/CEO City Council Quarterly Report May 2020 Mission Statement The mission of the Corpus Christi Regional Economic Development Corporation is to expand and enhance the region’s economic base by developing and/or supporting projects that create primary jobs to improve the diversity and size of the local economy. Employment by Sector for Corpus Christi MSA Industry Yearly Change Mar. 2020 Feb. 2020 Mar. 2019 Mar. 2018 Mar. 2017 Mar. 26 Total Nonfarm 500 194,000 193,900 193,500 193,400 195,100 192,100 Mining, Logging and Construction -1,200 23,300 23,400 24,500 26,000 27,600 24,300 Manufacturing 200 8,500 8,500 8,300 8,100 8,200 9,000 Trade, Transportation, and Utilities 200 33,000 33,100 32,800 33,100 33,300 34,300 Information 0 1,600 1,600 1,600 1,600 1,800 1,800 Financial Activities 100 8,500 8,400 8,400 8,100 7,800 7,700 Professional and Business Services 300 19,200 19,200 18,900 18,400 16,700 17,000 Education and Health Services 0 32,400 32,500 32,400 31,400 31,400 30,600 Leisure and Hospitality 100 25,800 25,600 25,700 25,500 26,200 25,600 Other Services 200 6,300 6,300 6,100 6,200 6,700 6,800 Government 600 35,400 35,300 34,800 35,000 35,400 35,000 •The EDC staff team remains hard at work, principally working remotely, with coverage of the office. All phones and emails are being answered as normal, with no interruptions. We have established an online working group through our software Microsoft Teams, and do daily (often multiple times daily) video calls. •Implemented cuts in non-essential and non-contractual spending. We have reduced our monthly overhead from around $150,000+ (over $1.8M annually) to about $120,000 a month (less than $1.4M annually). This is principally around elimination of Marketing, Travel, Trade Shows/Conferences, Site Engineering, and Client/Project Hosting. •We remain in a strong financial position to be able to sustain operations. These spending restrictions are from an abundance of caution until we see how the economy performs. CCREDC Covid-19 Response Business Attraction & Recruitment 95% of Business Attraction efforts have shifted to Business Retention efforts •No indication of any project is being cancelled but this could change with time. •Construction continues on both Steel Dynamics and Gulf Coast Growth Ventures Business Attraction & Recruitment There are still 23 active attraction projects for a total of 4,923 jobs and $23.9B CapEx. No prospect visits in March •Upcoming Trips: ALL CANCELLED FOR REMAINDER OF CCREDC FISCAL YEAR travel and conference fees are being refunded •MRO (aviation repair with Team Texas), April 28-30, Dallas •AIST, (steel), May 1-4, Cleveland Business Retention & Expansion Coastal Bend of Texas Opportunity Zone 2020 (CBTXOZ20 Postponed – New date TBD Working with federal, state and local leadership to measure economic impact of COVID on regional market Participated in Synchronist national workgroup to create COVID survey Transition CBTXOZ20 Committee to business resources working group for COVID Launched Business “touch” program to measure individualized impact and act as conduit for support and resources Economic Impact Study •Based on this information, CCREDC worked with the City of Corpus Christi to create a Small Business Loan Program essentially using Type A funds (actually a revenue swap with General Funds as the State has not yet acted to loosen up the tight restrictions on management of Type A-B funds). •On April 7, the City Council approved a $2 million transfer to LiftFund to create a small business 0% loan program with 10-day turnarounds to help companies under $1.5M in revenues who have been impacted. We are working with others such as Sean Strawbridge and the Port to help expand this program. •Our initial feedback is that the program will be oversubscribed, and we may need additional funds to help small businesses survive. The rapid deployment of funds will be critical as there is uncertainty about the larger Federal (esp. SBA) program’s response times. Economic Impact Study The CCREDC/Dr. Jim Lee/TAMU-CC Economic Impact Survey resulted in •380+ completed responses •40% of companies are essentially shut down •60% of open businesses were operating at 80% capacity •The key concern is access to capital, and funds need to be in the hands of businesses within six weeks in order to save the majority of small businesses. •The results can be found at https://infogram.com/1tle1zxvx0zvkyhv82zp7ww99zbozwdwpl2 Economic Impact Study •The CCREDC/Dr. Jim Lee/TAMU-CC South Texas COVID-19 Task Force surveys conducted in March and April. Key Findings: • Social distancing policy measures deepened the impact of the COVID-19. Between the two survey periods, business’ revenue loss increases from 40% to 50% as its operating capacity decreased from 80% to 64%. The one-size-fits-all executive orders to close businesses have disproportionately affected certain industries, notably accommodation, restaurants, and retailers other than grocery stores. • The vast majority of employees in those mostly brick-and-mortar industries cannot work from home amid the stay-at-home orders. • As the industries hit hardest are also key economic drivers of South Texas, much of the regional workforce has been sidelined by the digital divide 2nd Survey 2nd Survey 2nd Survey Keeping in Touch •We have converted the main web page (www.ccredc.com) to a landing page for businesses and become a repository for accurate and reliable information to businesses. •This includes information on the SBA Loans and other Federal Programs to assist businesses, as well as our own summaries and reports on the most important pieces of the legislation for our businesses and for our local governments. •Every day the EDC staff is calling and talking with business leaders in the community, to assess conditions, provide information, and to gather data in our Synchronist database. This information is aggregated and recommendations are made to relevant governments and business organizations. •On April 7, we held our first online video conference of investors and stakeholders via Microsoft Teams. •We successfully had 72 people log onto the call. We had briefings on the SBA-SBDC programs, Port, Economic Impact Survey, and Stock Market. •Feedback received was that it was very functional and valuable information. Keeping People Informed Questions? Iain Vasey CEcD President/CEO Corpus Christi Regional Economic Development Corporation 800 North Shoreline Blvd. Suite 1300 South Corpus Christi, Texas 78401 Office 361-882-7448 ivasey@ccredc.com www.ccredc.com