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Agenda Packet City Council - 12/01/2020
City Council City of Corpus Christi Meeting Agenda - Final 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, December 1, 2020 Addendums may be added on Wednesday. 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 11/30/2020 December 1, 2020City Council Meeting Agenda - Final G.MINUTES: 1.20-1401 Regular Meetings of November 10, 2020 and November 17, 2020 H.BOARD & COMMITTEE APPOINTMENTS: (NONE) I.EXPLANATION OF COUNCIL ACTION: J.CONSENT AGENDA: (ITEMS 2 - 16) Consent - Second Reading Ordinances 2.20-1329 Ordinance amending Chapter 21 of the Corpus Christi Code of Ordinances to establish the Super Bag Collection Service for residential waste collection, following a successful six month pilot program, and to enact a cost recovery fee of $135.00 to be paid at time of bag purchase. Sponsors:Solid Waste Operations Consent - Contracts and Procurement 3.20-1320 Motion authorizing the lease-purchase for the replacement of three ambulances from Siddons-Martin Emergency Group, LLC, of Denton, Texas for a five-year total amount of $824,497.42 to be used by the Corpus Christi Fire Department, with FY 2021 funding in an amount of $27,500.00 available from the General Fund. (Requires 2/3 vote) Sponsors:Fire Department and Contracts and Procurement 4.20-1323 Motion authorizing the lease-purchase for the replacement of one aerial fire apparatus and two pumper trucks from Siddons-Martin Emergency Group LLC of Denton, Texas, for a five-year total amount of $3,203,502.78 to be used by the Corpus Christi Fire Department, with FY 2021 funding in an amount of $80,100.00 available from the General Fund. (Requires 2/3 vote) Sponsors:Fire Department and Contracts and Procurement 5.20-0866 Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $322,000.00 for on-call maintenance and repair services for security access control systems at Water, Wastewater and Gas facilities, effective upon issuance of notice to proceed, with first-year funding in an estimated amount of $161,000.00 available in the FY 2021 Water, Wastewater, and Gas Funds. (Requires 2/3 vote) Sponsors:Utilities Department, Gas Department and Contracts and Procurement 6.20-1037 Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $112,898.00 for on-call Page 2 City of Corpus Christi Printed on 11/30/2020 December 1, 2020City Council Meeting Agenda - Final maintenance and repair services for security access control systems at City-owned facilities maintained by Asset Management, effective upon issuance of notice to proceed, with FY 2021 funding in an amount not exceed $42,500.00 available through the Facility and Property Management Fund. (Requires 2/3 vote) Sponsors:Asset Management Department and Contracts and Procurement 7.20-1291 Motion authorizing a three-year master service agreement with MCCi, LLC in the amount of $388,993.20 for Laserfiche license support, maintenance and services for records management, effective upon issuance of a notice to proceed with FY 2021 funding in the amount of $129,664.40 available in the Information Technology Fund. (Requires 2/3 vote) Sponsors:Information Technology Services and Contracts and Procurement 8.20-1331 Resolution authorizing a purchase with Area Electronics Systems, Inc. in an amount not to exceed $189,257.25 for increased video storage capacity for the Corpus Christi Police Department, with funding in the FY 2021 Corpus Christi Crime Control Fund. Sponsors:Information Technology Services, Police Department and Contracts and Procurement 9.20-1373 Motion authorizing a five-year service agreement with Grande Communications Networks, LLC in an amount of $90,000.00 for a physical fiber link between the City of Corpus Christi’s geographical limits at Oso Creek and Flour Bluff, effective upon issuance of a notice to proceed, with FY 2021 funding in the amount of $18,000.00 available in the Information Technology Fund. (Requires 2/3 vote) Sponsors:Information Technology Services and Contracts and Procurement 10.20-1286 Motion authorizing a one-year supply agreement with Rehrig Pacific Company, for the purchase of refuse and recycling carts for Solid Waste Services in an amount not to exceed $501,858.00; with funding in an estimated amount of $460,000.00 available in the FY 2021 General Fund. (Requires 2/3 vote) Sponsors:Solid Waste Operations and Contracts and Procurement Consent - Capital Projects 11.20-1377 Motion awarding a construction contract with A. Ortiz Construction & Paving, Inc. for the Residential Street Rebuild Program-Re-Bid Base Bid C in an amount of $5,513,302.03, located Citywide, with FY 2021 funding available from the Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Funds. (Requires 2/3 vote) Sponsors:Engineering Services, Public Works/Street Department and Contracts and Procurement General Consent Items Page 3 City of Corpus Christi Printed on 11/30/2020 December 1, 2020City Council Meeting Agenda - Final 12.20-1369 Resolution relating to City of Corpus Christi’s intention to reimburse itself from future issuances of Utility System Revenue bonds in an amount not to exceed $120,000,000 for Utility System expenditures budgeted in the Fiscal Year 2020-2021 Capital Improvement Plan but incurred before the issuance of the bonds. Sponsors:Finance & Business Analysis 13.20-1380 Resolution relating to City of Corpus Christi’s intention to reimburse itself from future issuances of General Obligation bonds in an amount not to exceed $75,000,000 for expenses related to projects included in the voter approved 2020 Bond Election incurred before the issuance of the bonds. Sponsors:Finance & Business Analysis 14.20-1395 Resolution approving the amended bylaws for the Corpus Christi B Corporation (the “Type B Corporation”) as approved by the Board of Directors of the Type B Corporation on March 16, 2020. Sponsors:Finance & Business Analysis 15.20-1396 Resolution approving the amended bylaws for the Corpus Christi Business and Job Development Corporation (the “Type A Corporation”) as approved by the Board of Directors of the Type A Corporation on March 16, 2020. Sponsors:Finance & Business Analysis 16.20-1392 Motion approving the 2021 Council Meeting calendar. Sponsors:City Secretary's Office K.RECESS FOR LUNCH L.PUBLIC HEARINGS: M.FIRST READING ORDINANCES: (ITEMS 17 - 19) 17.20-1292 Ordinance designating Frost Bank as the depository for the City’s municipal funds pursuant to Chapter 105, Local Government Code; and authorizing the City’s Chief Financial Officer to execute a five-year depository services contract to commence on January 1, 2021. (Requires 2/3 vote) Sponsors:Finance & Business Analysis and Contracts and Procurement 18.20-1389 Ordinance Approving the Tax Increment Reinvestment Zone #3 (Downtown) Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas. Sponsors:Finance & Business Analysis 19.20-1315 Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55-50 (a)(2)e regarding Resale Treated Water Rates to wholesale customers outside of City limits; effective January 1, 2021 with no rate Page 4 City of Corpus Christi Printed on 11/30/2020 December 1, 2020City Council Meeting Agenda - Final increase. Sponsors:Utilities Department N.BRIEFINGS: O.EXECUTIVE SESSION: (ITEM 20) 20.20-1427 Executive Session pursuant to Section Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the purchase, exchange, and value of property south of Yorktown near Oso Creek and Oso Bay, property along La Volla Creek, property between Safety Steel Drive, Oso Creek, and a line extending south from the intersection of Yorktown and Rodd Field Road, and Texas Government Code § 551.072 to discuss and deliberate the potential purchase, exchange, and/or value of the aforementioned areas of real property. P.IDENTIFY COUNCIL FUTURE AGENDA ITEMS Q.ADJOURNMENT Page 5 City of Corpus Christi Printed on 11/30/2020 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, November 10, 2020 Addendums may be added on Friday. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 11:32 a.m. Invocation to be given by Mayor Joe McComb.B. Mayor McComb gave the invocation. Pledge of Allegiance to the Flag of the United States and to the Texas Flag.C. Mayor McComb led the Pledge of Allegiance to the flag of the United States and the Texas Flag. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.D. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. Note: Council Members Roland Barrera and Paulette Guajardo participated by video conference. Council Member Michael Hunter arrived at 12:52 p.m. and participated by telephone conference. Mayor Joe McComb,Council Member Roland Barrera,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Ben Molina, and Council Member Greg Smith Present:7 - Council Member Everett RoyAbsent:1 - Page 1City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes 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. E. Mayor McComb referred to comments from the public. The following citizen called in regarding Safe Harbor Drop-in Shelter: Shirley Thornton, 1917 Woodcrest Dr. The following citizens submitted written public comments which are attached to the Minutes: Jerry Hooper, 3401 Bali Dr.; Marky Hooper, 3332 Bali Dr.; Kiwana Denson, 7841 Kingshire Dr.; and Reynaldo Torres, 4317 Laura Pl. PRESENTATIONS FOR SPECIAL CONSIDERATION: (ITEMS 1 - 2)F. 1.Corpus Christi International Airport update on Operations, Air Service Development and Operational adjustments due to COVID-19 Mayor McComb referred to Item 1. City Manager Peter Zanoni gave a brief update on the Corpus Christi International Airport presentation. Assistant Directors of Aviation Kevin Smith and Tyler Miller presented information on the following topics: airport update overview; COVID impact to nationwide enplanements; COVID impact to enplanements CCIA; our recovery is out pacing the nation; recovery flights are returning; COVID-19 proactive Page 2City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes measures (media); proactive measures (Clorox total 360); proactive measures digital marketing campaign; air service development international aviation forecast summit; air service development-Boyd IAFS; our service development take off North America routes (conference); construction update terminal assessment; construction update; ARFF truck; and closing comments. Council Members and Assistant Directors Smith and Miller discussed the following topics: fifty percent of Americans are planning to travel on Thanksgiving; staff is reaching out to carriers, some of who have never heard of Corpus Christi International Airport; Corpus Christi could serve as a possible maintenance base; Delta Airlines is currently not looking to add any new cities, but will keep Corpus Christi in mind; and the time frame for an additional fuel provider is the beginning of 2021. 2.Presentation on City Municipal Golf Course Operations and One-reading Ordinance approving Amendment No. 2 to the Lease Agreement with Foresight Corpus Christi Golf, L.L.C (“Foresight”) regarding the Capital Fund for golf course capital projects and City use of golf courses. (Requires 2/3 vote) Mayor McComb referred to Item 2. City Manager Peter Zanoni gave a brief update on the Foresight Corpus Christi Golf presentation and introduced the management team. Chief Operating Servant Edward Miller presented information on the following topics: Lozano Golf Course and Oso Beach Golf Course; lease agreement timeline; structure of the lease; two golf properties; capital surcharge fund; golf course improvements utilizing the capital surcharge fund; aesthetic/architectural improvements; capital improvements done “in house”; redo of 13 green and bunkers at Oso Beach; golf course improvements utilizing the capital surcharge fund; future capital improvement plans; financing highlights; FCCG lease share to the City; revenue generating create-events; new league business; stewards of junior golf in Corpus Christi; outreach and programming for junior golfers; robust instructional programs; customer satisfaction; 2011-2019 survey results; what our customers are saying; future vision for Corpus Christi golf; and 2020-the year of the anomaly. Council Member Hernandez made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on emergency with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Molina and Council Member Smith 6 - Absent:Council Member Hunter and Council Member Roy2 - Abstained:0 Enactment No: 032264 CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: NONEG. Page 3City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes GOVERNMENT ACTIONS RELATED TO CORONA VIRUS: NONEa. MINUTES: (ITEM 3)H. 3.Regular Meeting of October 27, 2020 A motion was made by Council Member Molina, seconded by Council Member Guajardo that the Minutes be approved. The motion carried by a unanimous vote. BOARD & COMMITTEE APPOINTMENTS: (NONE)I. EXPLANATION OF COUNCIL ACTION:J. CONSENT AGENDA: (ITEMS 4 - 13)K. Consent - Second Reading Ordinances Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. Council members requested that Items 4, 6 and 13 be pulled for individual consideration. A motion was made by Council Member Guajardo, seconded by Council Member Molina to approve the Consent Agenda with the exception of Items 4, 6 and 13. The motion carried by the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 4.Ordinance authorizing a Wastewater Lift Station Construction and Reimbursement Agreement with Peterson Properties, Ltd to construct wastewater lift station for a planned commercial development located on Westpoint Road and Highway 358 with a completion date within 24 months; transferring $520,000 from the Water Arterial Transmission and Grid Main Trust Fund, and $40,000 from the Water Distribution Main Trust Fund to the Wastewater Trunk System Trust Fund; and appropriate $712,412.82 from the Wastewater Trunk System Trust Fund to reimburse the Developer per the agreement. (District 3) (Requires 2/3 vote) Mayor McComb referred to Item 4. Council Members, City Manager Peter Zanoni and Director of Development Services Al Raymond discussed the following topics: approval of this Page 4City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes agreement will leave the trust funds with an available balance of approximately $25,000, based upon the 8/31/20 trust fund balance; and the developer is reimbursed as the funds become available. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on second reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032265 5.Ordinance authorizing the City of Corpus Christi to exercise an Option to Purchase the Frost Bank building and adjacent lots located at 2402 Leopard Street from Frost National Bank based on a 20 year lease purchase agreement entered into on May 30, 2000 in an amount of $0.00 and authorizing the execution of the Option to Exercise Fee payment in an amount of $1,000.00 with FY 2021 funding available from the Development Services Fund and Fire Administration General Fund. (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032266 Consent - Contracts and Procurement 6.Resolution authorizing the purchase of 45 replacement ticket writers, hand straps and warranty from Tyler Technologies-Brazos, College Station, TX, used for the issuing of electronic tickets for traffic and parking violations in an amount of $72,315.00 for use by the Parking Control Enforcement Officers and Police Department Traffic Officers, with FY 2021 funding in the amount of $24,534.00 from the 2018 Edward Byrne Memorial Justice Assistance Grant, and $47,781.00 from the General Fund. Mayor McComb referred to Item 6. Council Members, City Manager Peter Zanoni and Police Chief Mike Markle discussed the following topics: this item pertains to ticket writer devices, not parking meters; and the device issues a computer automated citation. Council Member Molina made a motion to approve the resolution, seconded by Council Member Smith. This Resolution was passed and approved with the following vote: Page 5City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032267 7.Motion authorizing a six-month service agreement with PlayCore Wisconsin, Inc. dba GameTime for a total amount not to exceed $716,111.85 for the purchase and installation of 11 playground units and shade structures, with funding available from the Bond 2018 Fund. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-220 8.Resolution authorizing a five-year supply agreement with Hach Company for the Utilities Department for a total amount not to exceed $3,100,000.00 for the purchase of instruments, consumables and chemistries, effective upon issuance of notice to proceed, with FY 2021 funding in an estimated amount of $310,000.00 for the Water Division of the Utilities Department available in the Water Fund and an estimated amount of $310,000.00 for the Wastewater Division of the Utilities Department available in the Wastewater Fund. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032268 9.Motion authorizing a three-year supply agreement with Aaron Concrete Contractors, LP of Aransas Pass, Texas, in an amount not to exceed $1,177,365.30, for materials used to backfill around water and wastewater line repairs, effective upon issuance of notice to proceed, with first-year funding in an estimated amount of $327,000.00 in the FY 2021 Water Fund. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-221 10.Motion authorizing a Joint Funding Agreement with the United States Geological Survey (USGS), U.S. Department of the Interior, to maintain automated river gauging stations which gathers and records water quality and stream flows associated with the Nueces River and its tributaries, where by the USGS contributes $28,950 and the City contributes $166,350. (Requires 2/3 vote) This Motion was passed on the consent agenda. Page 6City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes Enactment No: M2020-222 11.Resolution authorizing an amendment to the Interlocal Agreement between the City of Corpus Christi and Nueces County to update roles and responsibilities and define a cost allocation method for the MetroCom Consolidated Dispatch Emergency Center. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032269 Consent - Capital Projects 12.Motion awarding a professional services contract to Govind Development, LLC, of Corpus Christi, Texas for the design, bid, and construction phase services for the reconstruction of Castenon Street from Trojan Drive to Delgado Street, located in City Council District 3, in an amount of $273,351.00, with funding available from the Bond 2018 Street Proposition B and FY 2021 Storm Water, Wastewater, Water and Gas Funds.(Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-223 EXECUTIVE SESSION: (ITEM 21)Q. Mayor McComb referred to Executive Session Item 21. The Council went into Executive Session at 1:19 p.m. The Council returned from Executive Session at 2:21 p.m. 21.Executive Session pursuant to Section Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to a potential option, lease, license, interlocal agreement, and other legal documents related to the potential placement of a police academy on real property owned by Del Mar College District at or near Rodd Field Road and Yorktown Blvd, and pursuant to Texas Government Code § 551.072 to discuss and deliberate the potential lease and/or value of real property to be leased, licensed, or otherwise acquired at or near the aforementioned locations. This E-Session Item was discussed in executive session. Related action was taken in open session on Item 13 immediately following the executive session. General Consent Items Page 7City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes 13.Resolution authorizing an Interlocal Cooperation Agreement with Del Mar College District for a 50-year lease in an annual amount of $10.00 for five acres of property located at or near Rodd Field Road and Yorktown Boulevard to serve as the location for the City’s new Police Training Academy. (Requires 2/3 vote) Mayor McComb referred to Item 13. City Manager Peter Zanoni stated that the purpose of this item was to authorize an Interlocal Cooperation Agreement with Del Mar College District for the lease of five acres of property located at the Del Mar southside campus at the corner of Rodd Field Road and Yorktown Blvd. to serve as the new location for the City’s Police Training Academy. Council Member Hernandez made a motion to approve the resolution authorizing the Interlocal Agreement with the exception of the language in article 4.02, seconded by Council Member Guajardo. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032270 RECESS FOR LUNCHL. The recess for lunch was held during Executive Session Item 21. PUBLIC HEARINGS: (ITEM 14)M. 14.Zoning Case No. 0920-01, Nemec Family Properties, Ltd (District 1). Ordinance rezoning property at or near 3601 Interstate 69 from the “FR” Farm Rural District to the “CG-2” General Commercial District. (Planning Commission and Staff recommend Approval) (Requires 2/3 vote) Mayor McComb referred to Item 14. Director of Development Services Al Raymond stated that the purpose of this item is to allow for the construction of a commercial development of approximately 50,000 square feet. Director Raymond presented information on the following topics: aerial overview; adjacent development; zoning pattern; and staff and planning’s recommendation. Mayor McComb opened the public hearing. There were no written comments from the public. Mayor McComb closed the public hearing. Page 8City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes There were no questions from the Council. Council Member Hernandez made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032278 REGULAR AGENDA: (NONE)N. FIRST READING ORDINANCES: (ITEMS 15 - 20)O. 15.Ordinance authorizing acceptance of a grant from State Farm Insurance in an amount of $10,000.00 for the Auto Burglary and Auto Theft Holiday Public Awareness Campaign; and appropriating $10,000.00 in the Police Grants Fund. (Requires 2/3 vote) Mayor McComb referred to Item 15. Police Chief Mike Markle said this ordinance authorizes the acceptance of a grant from State Farm Insurance in an amount of $10,000 to be used by the Corpus Christi Police Department (CCPD) for the holiday public awareness campaign. The campaign will educate the community on the prevention of becoming a victim of auto burglary and auto theft. There were no questions from the Council. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032279 16.Ordinance accepting grant funds from the Coastal Bend Wellness Foundation in an amount of $22,734.08 to fund overtime and related costs for the Red Cord Initiative Diversion Program (Prostitution Crimes Reduction Program); and appropriating $22,734.08 in the Police Grants Page 9City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes Fund. (Requires 2/3 vote) Mayor McComb referred to Item 16. Police Chief Mike Markle said this grant was a working agreement with the Coastal Bend Wellness Foundation to reduce the prostitution crimes. There were no questions from the Council. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032280 17.Ordinance authorizing acceptance of a grant in an amount of $48,211.68 from State of Texas, Criminal Justice Division for Violence Against Women Program with a cash match of $13,702.16 and in-kind match of $6,960.00; appropriating $48,211.68 in the Police Grants Fund; authorizing one FTE for a Victim Case Manager; and authorizing a transfer of $13,702.16 from the General Fund to the Police Grants Fund. (Requires 2/3 vote) Mayor McComb referred to Item 17. Police Chief Mike Markle stated this grant provides funds to projects with the primary mission of reducing and preventing violence against women. There were no questions from the Council. Council Member Hernandez made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032281 18.Ordinance authorizing an Interlocal Cooperation Agreement between the City of Corpus Christi, Nueces County, and the Regional Transportation Authority (RTA) to pay for the P25 Public Safety Radio System Infrastructure Upgrade; appropriating $608,000 of anticipated revenue Page 10City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes from Nueces County and $192,000 of anticipated revenue from the RTA in the Police Building CIP Fund; and amending the FY 2021 budget adopted by Ordinance No. 032203 by increasing revenues and expenditures by $800,000 each. (Requires 2/3 vote) Mayor McComb referred to Item 18. Director of Information Technology Peter Collins presented information on the following topics: this Ordinance authorizes an Interlocal Cooperation Agreement between the City of Corpus Christi, Nueces County, and the Regional Transportation Authority (RTA) to pay for the P25 Public Safety Radio System Upgrade. There were no questions from the Council. Council Member Hernandez made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032282 19.Ordinance authorizing a one year lease with Sinister, LLC with monthly rent of $100 including an option to extend for four additional one year terms with monthly rent of $300 for use of the city owned property located at 1401 Leopard Street for a parking lot. (Requires 2/3 vote) Mayor McComb referred to Item 19. Deputy Director of Asset Management Charles Mendoza said this Ordinance authorizes a one year lease with Sinister, LLC with monthly rent of $100 including an option to extend for four additional one year terms with monthly rent of $300 for use of the city owned property located at 1401 Leopard Street for a parking lot. City Manager Zanoni said the business was a good corporate partner assisting the City in fighting blight on Leopard Street. Due to their thriving business, the owner needed additional customer parking and requested use of the lot. There were no questions from the Council. Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Page 11City of Corpus Christi Printed on 11/18/2020 November 10, 2020City Council Meeting Minutes Enactment No: 032283 20.Ordinance accepting and appropriating $3,285,000 from the Coronavirus Relief Fund (“CRF”), established by the CARES Act and provided through the State of Texas, for prevention, preparation for, and response to the COVID-19 pandemic; and approving a transfer of allocation of $415,000 to Nueces County from the City’s $17,960,470 CRF specifically for expenses for the operation of the Amistad COVID Clinic and the purchase of air filtration equipment for Nueces County buildings. (Requires 2/3 vote) Mayor McComb referred to Item 20. Director of Finance Heather Hurlbert presented information on the following topics: $3.6 million will be allocated within the City’s budget; the City is transferring $415,000 to Nueces County for the operation of the Amistad COVID Clinic, and for equipment to filter the HVAC systems in Nueces County facilities; and the City will also be installing similar HVAC systems. A Council Member and Director Hurlbert discussed the following topics: a Council Member’s request for a short memo to explain how these funds are expended. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Hernandez. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Absent:Council Member Roy1 - Abstained:0 Enactment No: 032284 BRIEFINGS: (NONE)P. IDENTIFY COUNCIL FUTURE AGENDA ITEMSR. Mayor McComb referred to Identify Future Agenda Items. The following item was identified: an update from TxDOT regarding the Harbor Bridge will be presented at the next meeting. ADJOURNMENTS. This meeting was adjourned at 2:49 p.m. Page 12City of Corpus Christi Printed on 11/18/2020 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, November 17, 2020 Addendums may be added on Friday. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 11:33 a.m. Invocation to be given by Mayor Joe McComb.B. Mayor McComb gave the invocation. Pledge of Allegiance to the Flag of the United States and to the Texas Flag.C. Mayor McComb led the Pledge of Allegiance to the flag of the United States and the Texas Flag. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.D. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. Note: Council Members Roland Barrera, Ben Molina and Paulette Guajardo participated by video conference. Council Member Michael Hunter arrived at 11:44 a.m. and participated by telephone conference. Mayor Joe McComb,Council Member Roland Barrera,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Ben Molina,Council Member Everett Roy, and Council Member Greg Smith Present:8 - Page 1City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes 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. E. Mayor McComb referred to comments from the public. The following citizen submitted a written public comment which is attached to the Minutes: Larry Cherrison, 1400 Ocean Dr. SPECIAL CONSIDERATION ITEMS: (ITEMS 1 - 3)F. 1.One-reading Ordinance canvassing returns and declaring the results of the General Election held on November 3, 2020 in the City of Corpus Christi for the purpose of electing the Mayor and eight Council Members; and of the Special Elections on that same date for the adoption of three propositions for Bond 2020. Mayor McComb referred to Item 1. Mayor McComb read the results of the November 3, 2020 general and special elections into the record. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Roy. This Ordinance was passed on emergency and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Molina, Council Member Roy and Council Member Smith 7 - Absent:Council Member Hunter1 - Page 2City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes Abstained:0 Enactment No: 032276 2.One-reading Ordinance ordering a runoff election to be held on December 15, 2020 in the City of Corpus Christi for the election of Mayor and Council Member Districts One and Four, designating polling place locations, enacting provisions incident and relating to the subject and purpose of this ordinance . Mayor McComb referred to Item 2. City Secretary Huerta reported on the following: runoff election info; early voting; election day vote centers; and next steps. A Council Member and City Secretary Huerta discussed the following: polling places were subject to change; and availability of polling places on the island. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on emergency and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 Enactment No: 032277 3.TxDOT and Flatiron/Dragados Briefing on the Harbor Bridge Replacement Project Mayor McComb referred to Item 3. Public Information Coordinator for the Harbor Bridge replacement project Lynn Allison presented the following information: US 181 Harbor Bridge replacement project; agenda; construction progress-north approach; construction progress-north roadworks; north beach-shared use path entry; north beach-roadworks detours; north beach-ongoing drainage work; south interchange-ongoing construction; traffic impacts and detours; expanded Port Avenue Bridge and ongoing IH 37 construction; expanded Nueces Bay Bridge and ongoing IH 37 construction; construction-progress-south approach; pre cast yard milestone; main span design-ARUP/CFC; ARUP-bridge design; CFC-bridge design and ongoing community outreach. Council Members, TxDOT's District Engineer Valente Olivarez and TxDOT's Project Manager Keith Armstrong discussed the following topics: there are currently about 400 employees working on this project; the construction timeline remains open until the design progression occurs; there is no agreement in place between the City and TxDOT requiring the City to provide additional funding for the project; and evaluations and permitting need to take place before additional field dirt on North Beach can be provided. Page 3City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:G. Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni reported on the following topics: 1) The United Way campaign fundraiser will be held from November 11, 2020 through December 9, 2020. 2) Update on Thanksgiving closures and schedules for City facilities and programs. 3) FY 2020 preliminary year end budget and financial report. Council Members, City Manager Peter Zanoni and City Attorney Miles Risley discussed the following topics: Council Members thanked the City Manager and staff for maintaining financial discipline; the re-estimate adjusted the wastewater budgeting error; the reduced spending does not impact the capital improvements required by the consent decree; a Council Member's request to monitor the status of the wastewater consent agreement and include it in the quarterly report; the federal government has not counter signed the consent decree and the consent decree requires a signature by the Judge; the City has been improving the wastewater system for the past two years; and City Manager Zanoni thanked Director of Management and Budget Eddie Houlihan and Chief Financial Officer Constance Sanchez for their hard work on the budget. GOVERNMENT ACTIONS RELATED TO CORONA VIRUSa. Director of Public Health District Annette Rodriguez presented the following: update on COVID-19: current COVID-19 statistics; Nueces County COVID cases by month; Health District COVID-19 cases; call increase to Health District COVID-19 phone bank; Nueces County COVID deaths by month; COVID-19 vaccine benefits; COVID-19 vaccine providers are needed; Nueces County surveillance of flu illnesses annual comparison of weekly cases; drive thru flu shot clinic; COVID-19 thanksgiving considerations; Thanksgiving activities-consider risks; possible impacts on COVID-19 post Thanksgiving; and COVID-19 Health District schedule change. In response to a Council Member's question, Health Director Rodriguez said the Health Department was in the process of determining which staff members would receive the vaccine first if limited quantities are available; and encouraged other departments to do the same. MINUTES: (NONE)H. BOARD & COMMITTEE APPOINTMENTS: (NONE)I. EXPLANATION OF COUNCIL ACTION:J. CONSENT AGENDA: (ITEMS 4 - 21)K. Consent - Second Reading Ordinances Approval of the Consent Agenda Page 4City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes Mayor McComb referred to the Consent Agenda. Council members requested that Items 16, 17, 19 and 21 be pulled for individual consideration. There were no comments from the Council. A motion was made by Council Member Smith, seconded by Council Member Hernandez to approve the Consent Agenda with the exception of Items 16, 17, 19 and 21. The motion carried by the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 4.Zoning Case No. 0920-01, Nemec Family Properties, Ltd (District 1). Ordinance rezoning property at or near 3601 Interstate 69 from the “FR” Farm Rural District to the “CG-2” General Commercial District. (Planning Commission and Staff recommend Approval) (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032278 5.Ordinance authorizing acceptance of a grant from State Farm Insurance in an amount of $10,000.00 for the Auto Burglary and Auto Theft Holiday Public Awareness Campaign; and appropriating $10,000.00 in the Police Grants Fund. (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032279 6.Ordinance accepting grant funds from the Coastal Bend Wellness Foundation in an amount of $22,734.08 to fund overtime and related costs for the Red Cord Initiative Diversion Program (Prostitution Crimes Reduction Program); and appropriating $22,734.08 in the Police Grants Fund. (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032280 7.Ordinance authorizing acceptance of a grant in an amount of $48,211.68 from State of Texas, Criminal Justice Division for Violence Against Women Program with a cash match of $13,702.16 and in-kind match of $6,960.00; appropriating $48,211.68 in the Police Grants Fund; authorizing one FTE for a Victim Case Manager; and authorizing a transfer of $13,702.16 from the General Fund to the Police Grants Fund. (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032281 Page 5City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes 8.Ordinance authorizing an Interlocal Cooperation Agreement between the City of Corpus Christi, Nueces County, and the Regional Transportation Authority (RTA) to pay for the P25 Public Safety Radio System Infrastructure Upgrade; appropriating $608,000 of anticipated revenue from Nueces County and $192,000 of anticipated revenue from the RTA in the Police Building CIP Fund; and amending the FY 2021 budget adopted by Ordinance No. 032203 by increasing revenues and expenditures by $800,000 each. (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032282 9.Ordinance authorizing a one year lease with Sinister, LLC with monthly rent of $100 including an option to extend for four additional one year terms with monthly rent of $300 for use of the city owned property located at 1401 Leopard Street for a parking lot. (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032283 10.Ordinance accepting and appropriating $3,285,000 from the Coronavirus Relief Fund (“CRF”), established by the CARES Act and provided through the State of Texas, for prevention, preparation for, and response to the COVID-19 pandemic; and approving a transfer of allocation of $415,000 to Nueces County from the City’s $17,960,470 CRF specifically for expenses for the operation of the Amistad COVID Clinic and the purchase of air filtration equipment for Nueces County buildings. (Requires 2/3 vote) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032284 Consent - Contracts and Procurement 11.Resolution authorizing a three-year service agreement for mowing and grounds maintenance services for Storm Water near Ocean Drive with Olympia Landscape Development, Inc. of Laredo, Texas, in an amount not to exceed $83,160.00; with FY 2021 funding available from the Storm Water Fund. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032285 12.Resolution authorizing a three-year service agreement for mowing and grounds maintenance services for Storm Water Rights of Way for North Beach with Daniel Joe Gonzalez and Alfredo Adoniram Gonzalez dba G Page 6City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes Squared of Corpus Christi, Texas, in an amount not to exceed $53,316.00, with FY 2021 funding available from the Storm Water Fund. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032286 13.Motion authorizing a five-year service agreement with Grande Communications Networks, LLC in an amount of $195,000.00 for a physical fiber link between the City of Corpus Christi’s information technology (IT) infrastructure in Corpus Christi and the City’s remote back-up data center, effective upon issuance of a notice to proceed, with FY 2021 funding in the amount of $39,000.00 available in the Information Technology Fund. (Requires 2/3 vote) This Motion was passed on the consent agenda. Enactment No: M2020-224 14.Resolution authorizing a three-year service agreement with Ronald Edward Stallings, dba Architectural Fence Company of Corpus Christi, in an amount not to exceed $86,850 for maintenance and repairs to 12 VMag gate operators at the Corpus Christi International Airport, effective upon issuance of notice to proceed, with funding in an estimated amount of $30,000.00 available in the FY 2021 Airport Fund. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032287 15.Resolution authorizing a three-year service agreement with OpenSesame, Inc. of Portland, Oregon in an amount of $203,400.00 for the OpenSesame Plus eLearning subscription licenses that provide on-demand access to training for City employees such as HIPAA compliance, supervisory training, and continuing education certifications, with FY 2021 funding in an amount of $67,800.00 available from the General Fund. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032288 Consent - Capital Projects 16.Motion awarding a professional services contract to Maldonado-Burkett, Corpus Christi, Texas, to design pedestrian safety improvements for seven intersections in the downtown area in an amount of $124,982.50 located in City Council District 1, with FY 2021 funding available in the Bond 2018 Street Proposition B and Utility Capital Program Funds. (Requires 2/3 vote) Page 7City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes Mayor McComb referred to Item 16. Council Members, City Manager Peter Zanoni and Director of Public Works Richard Martinez discussed the following topics: these improvements were not identified and budgeted in the Vision Zero Program but contribute to the program goals; these improvements were recommended by the Downtown Management District; crosswalks will be improved along the Ocean Drive area, along with signal work throughout downtown; a Hawk signalization will allow drivers additional notifications to slow down and stop for pedestrians; and the Oak Park Elementary School crosswalk construction will begin in the next 30 days. Council Member Molina made a motion to approve the motion, seconded by Council Member Guajardo. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 Enactment No: M2020-225 17.Motion awarding a construction contract to Bay Ltd., Corpus Christi, TX for reconstruction of South Staples Street from Baldwin Boulevard to Kostoryz Road, located in Council District 2, with new concrete pavement and utility improvements in an amount of $13,466,633.10 with FY 2021 funding available from the Street Bond 2014, 2018 and Storm Water, Wastewater, Gas and Water Funds. (Requires 2/3 vote) Mayor McComb referred to Item 17. A Council Member, Director of Public Works Richard Martinez and Director of Engineering Services Jeff Edmonds discussed the following topic: the department is looking into using reinforced concrete pipe or box culvert for the storm drain. Council Member Hernandez made a motion to approve the motion, seconded by Council Member Molina. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 Enactment No: M2020-226 18.Resolution authorizing the submittal of grant applications for the FY 2022 - FY 2024 Federal Highway Safety Improvement Program (HSIP) construction funds for a three-year total amount of $752,000.00, administered by the Texas Department of Transportation (TxDOT), to be distributed to the City of Corpus Christi; and authorizing an Advanced Page 8City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes Funding Agreement with TxDOT for distribution of HSIP construction funds should the grants be awarded. (Requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032289 19.Motion authorizing Amendment No. 4 to LJA Engineering, Corpus Christi, Texas, to provide additional professional services for environmental permitting, mitigation plan development, stakeholder coordination and construction phase services related to the nearby Laguna Shores road construction project, in an amount of $96,055.00 for a total contract amount of $907,140.00, located in City Council District 4, with funding available from Bond 2018, Proposition A Fund. (Requires 2/3 vote) Mayor McComb referred to Item 19. A Council Member, City Manager Peter Zanoni and Director of Engineering Services Jeff Edmonds discussed the following topics: the Capital Improvement Plan (CIP) does not include design costs; and the City is working on more improvements to the CIP. Council Member Smith made a motion to approve the motion, seconded by Council Member Hernandez. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 Enactment No: M2020-227 General Consent Items 20.Resolution authorizing 12 month extensions for a Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement not to exceed $183,810.74 for installation of a water arterial transmission and grid main line, and a Developer Participation Agreement not to exceed $185,005.37 for partial construction of Oso Parkway with MPM Development, LP for a planned residential development, Royal Creek Estates Unit 8, located south of Yorktown Boulevard and east of Cimarron Boulevard at 8399 Rock Crest Drive. (District 5, requires 2/3 vote) This Resolution was passed on the consent agenda. Enactment No: 032290 21.Resolution to adopt the City of Corpus Christi’s State Legislative Agenda for the 87th Texas Legislature and Federal Legislative Priorities for the 117th United States Congress. Page 9City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes Mayor McComb referred to Item 21. Director of Intergovernmental Relations Tammy Embrey presented information on the following topics: general legislative policy; contract lobby team; the path ahead; federal legislative priorities; state legislative priorities; COVID-19 pandemic and public health; support for our military community and Installations; disaster assistance and emergency management reform; environment; Port of Corpus Christi authority; and homelessness and affordable housing. Council Members and Director Embrey discussed the following topics: a Council Member's request for the City to closely monitor the Environmental Protection Agency (EPA); in response to defunding the police, Corpus Christi is ahead of the curve in implementing many of the reform ideas that are being discussed; whether police officers are the appropriate personnel to handle mental health crisis situations; the importance of protecting our law enforcement officers and maintaining the numerous grants available to them; the City of Corpus Christi would like to preserve the power to appoint three members to the Port of Corpus Christi Commission; and a Council Member's request for the City to double their efforts in seeking state and federal grants for the police and fire department. Council Member Smith made a motion to approve the resolution, seconded by Council Member Roy. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 Enactment No: 032291 RECESS FOR LUNCHL. PUBLIC HEARINGS: NONEM. REGULAR AGENDA:N. FIRST READING ORDINANCES: (ITEM 22)O. 22.Ordinance amending Chapter 21 of the Corpus Christi Code of Ordinances to establish the Super Bag Collection Service for residential waste collection, following a successful six month pilot program, and to enact a cost recovery fee of $135.00 to be paid at time of bag purchase. Mayor McComb referred to Item 22. Director of Solid Waste Services David Lehfeldt presented information on the following topics: on March 17, 2020, the City Council gave approval for Solid Waste Services to conduct a six-month pilot program to test the viability of the Page 10City of Corpus Christi Printed on 11/20/2020 November 17, 2020City Council Meeting Minutes Super Bag collection program; the service provides a collection program for large bulky household items, yard and landscaping waste, and other waste from household projects; a total of 60 Super Bags were sold within six months; it is a self-supporting program; and staff recommends approval. A Council Member and Director Lehfeldt discussed the following topics: the Super Bag is a large heavy duty bag that can be purchased six days a week at the JC Elliot Transfer Station; and the cost is $135 per bag. Council Member Guajardo made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:0 BRIEFINGS:P. EXECUTIVE SESSION: NONEQ. IDENTIFY COUNCIL FUTURE AGENDA ITEMSR. Mayor McComb referred to Identify Future Agenda Items. No future items were discussed or identified. ADJOURNMENTS. This meeting was adjourned at 1:53 p.m. Page 11City of Corpus Christi Printed on 11/20/2020 DATE: October 23, 2020 TO: Peter Zanoni, City Manager FROM: David S. Lehfeldt, Director DavidL3@cctexas.com 361-826-1953 CAPTION: Ordinance amending Chapter 21 of the Corpus Christi Code of Ordinances to establish the Super Bag Collection Service for residential waste collection following a successful six month pilot program and to enact a cost recovery fee of $135.00 to be paid at time of bag purchase. SUMMARY: Approve amendments to Chapter 21 Code of Ordinances to establish a collection program and fee for the new Super Bag Program to be offered by the Solid Waste Services Department. The service is necessary to provide a collection program for household remodeling materials. BACKGROUND AND FINDINGS: The Super Bag is a heavy duty, large, single-use bag purchased at the JC Elliott Collection Center for $135. The Super Bags may be filled with residential remodeling and building materials, large bulky household items, yard and landscaping waste, or other waste from household projects. Customers call the City’s Customer Call Center to schedule collection, which will be provided within three business days. The $135 charge includes the bag, disposal, labor, equipment fuel, administrative costs, and sales tax. On March 17, 2020, the City Council gave approval for Solid Waste Services to conduct a six- month pilot program to test the viability of the Super Bag collection program. A total of 60 Super Bags were sold between April 15 and October 15, 2020. The pilot program found that Super Bags were efficiently collected within two business days of scheduled requests, the physical characteristics of the bags were adequate to prevent tearing and spillage, and c ustomers complied with the instructions regarding permitted materials and placement of the Super Bags for collection. At the current utilization rate, the department projects to sell 120 Super Bags in 12 months and generate a total of $15,205 in revenue. This amendment to the City Code of Ordinances provides legal authority for the enactment of the Ordinance amending Chapter 21 of the Corpus Christi Code of Ordinances to establish the Super Bag Collection Service for residential waste collection following a successful 6 month pilot program and to enact a cost recovery fee of $135.00 to be paid at time of bag purchase. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting November 17, 2020 Second Reading Ordinance for the City Council Meeting December 1, 2020 City’s Super Bag Collection Service. SECTION 1. Chapter 21 of the Corpus Christi Code is amended by enacting new section 21-29 and subsection 21-40(a)(19) to establish the “Super Bag” residential waste collection service and enact a cost recovery fee to provide the service, with such new section and subsection to read as follows, with stricken language being deleted and underlined language being added: “Sec. 21-29. Reserved. Super Bag Collection Service. “(a) Any person may purchase collection service for a disposable “Super Bag” at the J.C. Elliott Citizens Collection Center during hours of operation. The cost of the Super Bag collection service (which includes use of the bag) is set out in Section 21-40(a)(19). A person may purchase and utilize the Super Bag collection service multiple times as needed. “(b) A Super Bag may be placed outdoors on the person’s residential property and filled for a period up to seven calendar days prior to scheduling collection. Placement of the Super Bag may not obstruct the street or sidewalk and must be within 15’ of the curb. “(c) The following items may be placed in a Super Bag: bulky items (excluding large household appliances), clean wood waste, clothes, construction/demolition materials (excluding asbestos- containing siding), rubbish generated from the premises, and yard waste. “(d) The following items may not be placed in a Super Bag: food waste; hazardous waste including, but not limited to, toxic substances, materials containing asbestos, batteries, e-waste and electronics, fluorescent bulbs, fuels, propane, liquids, oil, and paint; hot materials; household appliances; medical waste; railroad ties; and tires. “(e) Accumulations on the person’s residential property of litter and solid waste outside of the Super Bag are not allowed, will not be collected, and may be subject to a citation and fine under other provisions of this Code. “(f) It is the person’s responsibility to contact the department to schedule collection service. In the event the person does not schedule collection within seven days of placing the Super Bag in the collection area, the department is authorized, pursuant to the purchase of the Super Bag collection service, to collect the Super Bag from the person’s residential property for disposal following the seventh day. “Section 21-30. * * * * * * * * “Sec. 21-40. - Charges—For collection services within the City of Corpus Christi. “(a) The following charges apply to the collection of solid waste from Solid Waste Operations Department customers located within the limits of the City of Corpus Christi. In addition to the charges listed below, each customer is liable for any applicable federal/state surcharges or fees specified in section 21-20 and state and city taxes. The charges for collection services are: Type Description Minimum Charge Per Month or Fraction Thereof Collection (19) Super Bag Collection Service $124.71 each ALTERNATIVES: Residents may continue hauling waste generated from home projects to the JC Elliott Collection Center for no charge or pay a contractor to haul the waste. FISCAL IMPACT: The charge for the Super Bag was established to completely offset the cost of the bag, disposal, labor, equipment fuel and administrative costs. There should be no fiscal impact. Funding Detail: Fund: 1020 - General Fund Organization/Activity: 12511 – Brush Collections Mission Element: 031 Account: 309330 – Special Debris Pickup Revenue of $15,205.00 per year RECOMMENDATION: The recommendation is to approve this item as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Pro Forma Instructions Page 1 of 3 Ordinance amending Chapter 21 of the Corpus Christi Code to establish the “Super Bag Collection Service” residential waste collection service and enact a cost recovery fee of $135.00 to be paid at time of bag purchase. SECTION 1. Chapter 21 of the Corpus Christi Code is amended by enacting new section 21-29 and subsection 21-40(a)(19) to establish the “Super Bag Collection Service” residential waste collection service and enact a full cost recovery fee (including sales tax) to provide the service, with such new section and subsection to read as follows, with stricken language being deleted and underlined language being added: “Sec. 21-29. Reserved. Super Bag Collection Service. “(a) Any person may purchase collection service for a disposable “Super Bag” at the J.C. Elliott Citizens Collection Center during hours of operation. The cost of the Super Bag collection service (which includes use of the bag) is set out in Section 21-40(a)(19) and includes applicable sales tax. A person may purchase and utilize the Super Bag collection service multiple times as needed. “(b) A Super Bag may be placed outdoors on the person’s residential property and filled for a period up to seven calendar days prior to scheduling collection. Placement of the Super Bag may not obstruct the street or sidewalk and must be within 15’ of the curb. “(c) The following items may be placed in a Super Bag: bulky items (excluding large household appliances), clean wood waste, clothes, construction/demolition materials (excluding asbestos-containing siding), rubbish generated from the premises, and yard waste. “(d) The following items may not be placed in a Super Bag: food waste; hazardous waste including, but not limited to, toxic substances, materials containing asbestos, batteries, e-waste and electronics, fluorescent bulbs, fuels, propane, liquids, oil, and paint; hot materials; household appliances; medical waste; railroad ties; and tires. “(e) Accumulations on the person’s residential property of litter and solid waste outside of the Super Bag are not allowed, will not be collected, and may be subject to a citation and fine under other provisions of this Code. “(f) It is the person’s responsibility to contact the department to schedule collection service. In the event the person does not schedule collection within seven days of placing the Super Bag in the collection area, the department is authorized, pursuant to the purchase of the Super Bag collection service, to collect the Super Bag from the person’s residential property for disposal following the seventh day. “Section 21-30. * * * * * * * * Page 2 of 3 “Sec. 21-40. - Charges—For collection services within the City of Corpus Christi. “(a) The following charges apply to the collection of solid waste from Solid Waste Operations Department customers located within the limits of the City of Corpus Christi. In addition to the charges listed below, each customer is liable for any applicable federal/state surcharges or fees specified in section 21-20 and state and city taxes. The charges for collection services are: Type Description Minimum Charge Per Month or Fraction Thereof Collection (19) Super Bag Collection Service $135.00 each (sales tax included) (b) * * * * * * * * ” SECTION 2. If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every portion or provision of this ordinance be given full force and effect for its purpose. SECTION 3. This ordinance takes effect on January 1, 2021. Page 3 of 3 The foregoing ordinance was read for the first time and passed to its second reading on this the _______ day of __________________, 2020, by the following vot e: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette Guajardo Greg Smith Gil Hernandez The foregoing ordinance was read for the second 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 Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the ______ day of ____________________. 2020. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Super Bag Pro-Forma Income Per Unit Solid Waste Services COST OF BAG Per Unit $28.98 Shipping $1.60 Total Cost of Bags $30.58 OPERATING COSTS Vehicle Operator (1/2 Hr.) $11.64 Equipment (1/2 Hr.) $31.63 LANDFILL COSTS Per 2,200 lbs. of Debris $27.50 ADMINISTRATION COSTS Includes advertising, scheduling, $23.36 tracking, and reporting (estimate) TOTAL OPERATING COSTS $124.71 SALES TAX $10.29 TOTAL $135.00 SUPER BAG INSTRUCTIONS 1. Begin by laying the Super Bag flat in a place accessible for collection. 2. Step inside the bag and roll the sides down and out from the top to help the bag take shape. The straps must remain outside of the bag during and after filling it. 3. Asphalt, brick, concrete, roof shingles, dirt, sand, rock, sod or drywall must be loaded first to a height not to exceed ten inches from the bottom and as evenly as possible. 4. Top the Super Bag with lighter items but ensure that the contents do not extend past the top of the bag. 5. Roll the sides up as necessary to continue to fill the Super Bag. ACCEPTABLE MATERIALS UNACCEPTABLE MATERIALS Flooring Plywood Tile Bathtub Cabinets Trim Materials Doors Insulation Construction Debris Packaging Material Windows Sinks Plaster Carpet Paneling Siding Demolition Debris Toilets Screens Household Junk Broken Toys PROPER PLACEMENT Super Bags measure L 96” x W 48” x H 30” and may be loaded up to 2,200 lbs. Prior to filling the bag, select a place within 15 feet from the curb to ensure it is accessible for collection. The sidewalk and street must be kept free from obstructions. SCHEDULING THE COLLECTION Once the bag is filled and ready to be hauled away, simply call (361) 826-CITY (2489) to schedule the collection. A truck will collect the bag within three business days. Yard Waste Bikes Rugs Carpets Lawn Furniture Indoor Furniture Old Luggage Mattresses Heavy Debris Grill (No gas tank) 10 Inch Maximum Asphalt Brick Concrete Roofing Shingles Dirt Sand Rock Sod Drywall Electronics Hot Materials Asbestos Propane Chemicals Railroad Ties Fluorescent Bulbs Toxic Waste Hazardous Waste Fuel Liquids Medical Waste Paint Oil Food Waste Tires Batteries Appliances DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Robert Rocha, Fire Chief RRocha@cctexas.com (361) 826-3932 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing the lease-purchase for the replacement of three ambulances from Siddons-Martin Emergency Group, LLC, of Denton, Texas for a five-year total amount of $824,497.42 to be used by the Corpus Christi Fire Department, with FY 2021 funding in an amount of $27,500.00 available from the General Fund. SUMMARY: This motion will authorize the lease-purchase for the replacement of three ambulances to be used by the Corpus Christi Fire Department (CCFD) to respond to emergency calls throughout the community. These units are being procured through the BuyBoard Cooperative and are replacements to the existing fleet. BACKGROUND AND FINDINGS: CCFD has an operational need for three 2020 Dodge 4500 Ambulances. Regular replacement of front-line equipment is essential to provide for a cost-effective maintenance program. The three ambulances being replaced are 2008 and 2009 models which have all passed their service life of five years as front-line vehicles and five years as reserve. The units being replaced are those with the least cost-effective maintenance and performance history. The new ambulances will be utilized as front-line emergency response medic units at Fire Stations with high call volume. The current CCFD fleet includes 12 front line ambulances. The fleet being replaced will be placed on reserve status and the older reserve units will be removed from the fleet inventory. Lease-Purchase for the Replacement of Three Ambulances for CCFD AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 The procurement is through the BuyBoard Cooperative. Contracts awarded through the BuyBoard Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The percentage of savings on the BuyBoard Cooperative is 6% less than list price, and the City is getting an additional discount of $9,000.00 by procuring multiple units. In view of these savings through the BuyBoard Cooperative, it is the recommended method of purchase for the City. The City has purchased ambulances from Siddons-Martin for the past two years. The City has purchased equipment from Siddons-Martin for the past 15 years. ALTERNATIVES: An alternative is to continue using the older ambulances which will require frequent maintenance causing out of service time while they are being repaired. FISCAL IMPACT: The fiscal impact for the Fire Department in FY 2021 will be approximately $27,500.00 for the lease-purchase three ambulances with funding available from the General Fund. The remaining balance will be budgeted in future years through the annual budget process. Financing for the lease-purchase of three ambulances is based on a sixty-month term with an estimated interest rate of 2.00% for an annual estimated payment of $164,899.48. The total estimated cost over the five-year period, including principal of $783,992.00 and interest of $40,505.42 is $824,497.42. Total Lease-Purchase Price: $783,992.00 Total estimated allowable interest for Lease: $ 40,505.42 Grand Total: $824,497.42 FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 35100 City Ambulance Operations Mission Element: 093 Respond to Emergency Calls Project # (CIP Only): N/A Account: 530190 Lease-Purchase RECOMMENDATION: Staff recommends approval of this motion authorizing the lease -purchase of three ambulances from Siddons-Martin Emergency Group as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Price Sheet City of Corpus Christi Lease Purchase of Three Ambulances Contracts and Procurement BuyBoard Contract 570-18 Buyer: Lois Hinojosa Item Description Quantity Unit Price Extended Total 1 2020 Dodge 4500 Ambulance 3 $261,064.00 $783,192.00 2 Buyboard Fee 1 $800.00 $800.00 Total:$783,992.00 Siddons-Martin Emergency Group Denton, TX DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Robert Rocha, Fire Chief RRocha@cctexas.com (361) 826-3932 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing the lease-purchase for the replacement of one aerial fire apparatus and two pumper trucks from Siddons-Martin Emergency Group LLC of Denton, Texas, for a five-year total amount of $3,203,502.78 to be used by the Corpus Christi Fire Department, with FY 2021 funding in an amount of $80,100.00 available from the General Fund. SUMMARY: This motion will authorize the lease-purchase for the replacement of one aerial fire apparatus and two pumper trucks to be used by the Corpus Christi Fire Department (CCFD) to respond to emergency calls throughout the community. These units are being procured through the BuyBoard Cooperative and are replacements to the existing fleet. BACKGROUND AND FINDINGS: CCFD has an operational need for one aerial fire apparatus and two pumper trucks. Reliability and dependability are essential for the operation of emergency response vehicles. The aerial fire apparatus is a replacement unit that will eliminate a 22-year-old front line unit used for emergency response. This unit has excessive miles and requires frequent maintenance causing out of service time as it is being repaired. The two pumper trucks are replacing older trucks that have been in service since 2005. These 15-year- old units have excessive miles and are considered unreliable for emergency response. Regular replacement of front-line equipment is essential to provide for a cost -effective maintenance program. The current CCFD fleet includes 15 front line pumper trucks and Lease-Purchase Replacements for One Aerial Fire Apparatus and Two Pumper Trucks for CCFD AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 five front line aerial fire apparatus’. The fleet being replaced will be placed on reserve status and the older reserve units will be removed from the fleet inventory. The procurement is through the BuyBoard Cooperative. Contracts awarded through the BuyBoard Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The percentage of savings on the BuyBoard Cooperative is 7% less than list price, and the City is getting an additional discount of $20,000.00 by procuring multiple units. In view of these savings through the BuyBoard Cooperative, it is the recommended method of purchase for the City. The City has purchased fire apparatuses from Siddons-Martin for the past 15 years. ALTERNATIVES: An alternative is to continue using the older equipment which will require frequent maintenance causing out of service time while they are being repaired. FISCAL IMPACT: The fiscal impact for the Fire Department in FY 2021 will be approximately $80,100.00 for the lease-purchase of one aerial fire apparatus and two pumper trucks with funding available from the General Fund. The remaining balance will be budgeted in future years through the annual budget process. Financing for the lease-purchase of one aerial fire apparatus and two pumper trucks is based on a sixty-month term with an estimated interest rate of 2.00% for an annual estimated payment of $640,700.56. The total estimated cost over the five-year period, including principal of $3,046,123.00 and interest of $157,379.78 is $3,203,502.78. Total Lease-Purchase Price: $3,046,123.00 Total estimated allowable interest for Lease: $ 157,379.78 Grand Total: $3,203,502.78 FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12010 Fire Stations Mission Element: 093 Respond to Emergency Calls Project # (CIP Only): N/A Account: 530190 Lease-Purchase RECOMMENDATION: Staff recommends approval of this motion authorizing the lease -purchase of one aerial fire apparatus and two pumper trucks from Siddons-Martin Emergency Group as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Price Sheet City of Corpus Christi Lease Purchase of One Aerial Fire Apparatus Contracts and Procurement and Two Pumper Trucks Buyer: Lois Hinojosa BuyBoard Contract 571-18 Item Description Quantity Unit Price Extended Total 1 2021 Aerial Fire Apparatus 1 $1,572,384.00 $1,572,384.00 2 2021 Pumper Truck 2 $736,119.50 $1,472,239.00 3 Buyboard Fee 1 $1,500.00 $1,500.00 Total:$3,046,123.00 Siddons-Martin Emergency Group Denton, TX DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 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: Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $322,000.00 for on -call maintenance and repair services for security access control systems at Water, Wastewater and Gas facilities, effective upon issuance of notice to proceed, with first-year funding in an estimated amount of $161,000.00 available in the FY 2021 Water, Wastewater, and Gas Funds. SUMMARY: This contract is replacing a recently expired contract with Total Protection, Incorporated, to continue maintenance and repair services on the existing access control systems at Utilities and Gas Department facilities. The contract includes access readers, gates, video monitors, alarm panels, and other security hardware and supporting infrastructure. This contract allows the Utilities and Gas Departments to continue meeting the Texas Commission on Environmental Quality (TCEQ) physical security requirements. BACKGROUND AND FINDINGS: Beginning in 2006, Total Protection, Incorporated installed the existing security access control system throughout City facilities. They have been supporting the system since it’s installation. This system provides for a single card identification and access to city buildings and facilities. The Utilities and Gas Departments rely on this on-call service to support the safety and security Security Access Control Maintenance and Repair Services for the Utilities Department and Gas Operations AGENDA MEMORANDUM Action Item for the City Council Meeting of December 1, 2020 of the treatment plants and other facilities and to maintain TCEQ regulatory compliance. This service is critical to ensure compliance with TCEQ facility safety regulations. The facilities included in this agreement include the Utility administration building, the Gas administration building, wastewater treatment plants and lift stations, pump stations, O.N. Stevens Water Treatment Plant, Sunrise Beach, Choke Canyon Dam, and the Coral Vine Elevated Storage Tank. This is a sole source procurement. Total Protection, Inc has installed the existing security/access control systems facilities and is considered a sole source provider due to system compatibility requirements. This contract pricing has remained at consistent rates since 2017. ALTERNATIVES: An alternative is to operate the current security access control system components such as card readers to failure, which decreases safety and security and could result in a violation of TCEQ regulatory requirements. Another alternative is to use a manual locking system, which poses a risk if keys or lock combinations are lost or compromised, or if gates are inadvertently or intentionally left unlocked. FISCAL IMPACT: The fiscal impact for FY2021 for the Utilities Department is in an amount of $107,333.00 and Gas Operations is in an amount of $53,667.00 for an estimated amount of $161,000.00 The remaining cost in an estimated amount of $161,000.00 will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 4010 Water Fund Organization/Activity: 31010 Stevens Filter Plant Mission Element: 062 Treat Water Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs – Contracted Cost: $53,667.00 Fund: 4200 Wastewater Fund Organization/Activity: 33110 Oso Wastewater Plant Mission Element: 064 Treat Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs – Contracted Cost: $53,666.00 Fund: 4130 Gas Fund Organization/Activity: 34000 Gas Administration Mission Element: 022 Gas Distribution System Project # (CIP Only): N/A Account: 530210 Building Maintenance and Service Cost: $53,667.00 RECOMMENDATION: Staff recommends approval of this resolution authorizing a two-year service agreement for security access control maintenance and repair services with Total Protection, Incorporated as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Service Agreement Page 1 of 2 Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $322,000.00 for on-call maintenance and repair services for security access control systems at Water, Wastewater and Gas facilities, effective upon issuance of notice to proceed, with first-year funding in an estimated amount of $161,000.00 available in the FY 2021 Water, Wastewater, and Gas Funds. WHEREAS, the services for security access control systems equipment will be requested by Utilities personnel; WHEREAS, this item is for security access control system equipment parts used to repair systems at City-owned facilities; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (2), as this purchase is necessary to provide to preserve or protect the public health and safety of the municipality’s residents ; and WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (A), as this purchase is available from only one source due to special processes or patents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute all documents necessary to secure a two-year service agreement with Total Protection, Incorporated for the purchase of parts and services, for a total amount not to exceed $322,000.00, with first-year funding in an estimated amount of $161,000.00 available in the FY 2021 Water, Wastewater, and Gas Funds. Page 2 of 2 PASSED AND APPROVED on the ______ day of _________, 2020: Joe McComb _______________________ Roland Barrera _______________________ 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 City of Corpus Christi Contracts and Procurement Senior Buyer: Cynthia Perez ITEM DESCRIPTION Qty. 24 Months Unit Price Year 1 Year 2 Total 1 Labor - Tech (Mechanical) Repair, maintenance, replacement & install Monday-Friday 8:00 AM to 5:00 PM 350 HR $95.00 $33,250.00 $33,250.00 $66,500.00 2 Labor- Helper Repair, maintenance, replacement & install Monday- Friday 8:00 AM to 5:00 PM 50 HR $55.00 $2,750.00 $2,750.00 $5,500.00 3 Labor-IT Repair, maintenance, replacement & install Monday- Friday 8:00 Am to 5:00 PM 400 HR $110.00 $44,000.00 $44,000.00 $88,000.00 4 Parts/Materials Mark-up %1 $60,000.00 Markup 35%$81,000.00 $81,000.00 $162,000.00 $322,000.00 Price Sheet - Security Access Control Maintenance and Repair Services Total Protection, Incorporated Corpus Christi, Texas TOTAL Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3308 Security Control Access for Utilities Department THIS Security Control Accesss for Utilities Department Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Total Protection, Incorporated (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Security Control Access for Utilities Department in response to Request for Bid/Proposal SS-3308 (“RFB/RFP”), which RFB/ RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor’s bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Security Control Access for Utilities Department (“Services”) in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2.Term. This Agreement is for two-years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $322,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4.Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email: JoannaM@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item’s bid/proposal price, must be paid by the Contractor within 30 days of receipt of City’s invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City’s actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City’s product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City’s City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contracts/Fund Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1649 Fax: (361) 826-4495 IF TO CONTRACTOR: Total Protection, Incorporated Attn: Yolanda Longoria Title: Vice-President Address: 326 S. Enterprize Pkwy, Unit B, Corpus Christi, Texas 78405 Phone: (361) 289-2788 Fax: (361) 289-1688 DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 17.CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19.Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 20. Limitation of Liability. The City’s maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23.Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). 24.Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by said statute. 25.Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26.Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 27.Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI ________________________________________________ Kim Baker Director of Contracts and Procurement Date: _________________________ Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP SS-3308 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Yolanda Longoria Vice President 10/8/2020 Section 4 - Scope of Work 1.1 General Requirements/Background Information The City has installed building access/security systems for various facilities requiring controlled access to the buildings. The security system provides access control through card readers, intercoms, camera mounting at some locations, and general area monitoring at the front gate and parking lot at some locations. A. The Contractor shall provide maintenance, repair, and replacement for the building access/security system for Water, Wastewater, Storm Water, and Gas divisions to include, access readers, gates, video monitors, alarm panels, and any additional security hardware and supporting infrastructure for the system. B. The Contractor is required to use RS2 Technology parts/equipment. C. This is an on-call contract, with work performed on as needed basis. D. The Contractor shall be responsible for labor, material, parts, and transportation necessary to perform the services. 1.2 Service Requirements A. Service repairs shall include any and all issues related to building access/security system, including gate replacements, repairs, and new gate installations. B. The Contractor shall provide services between the hours of 8:00 AM to 5:00 PM, Monday through Friday, on an as needed basis. C. The Contractor shall respond to service requests within 2 hours of receipt of service request. Service requests will be submitted via phone or email. D. The Contractor shall be on site within 4 hours of receipt of service request. E. The Contractor shall repair/correct the deficiency within 24 hours of arrival on site and perform inspection to ensure operational functionality. F. All parts shall be new and unused. G. The Contractor shall prove a quote for major repairs/replacements, defined as exceeding $1,000.00. All quotes shall include labor, parts, travel, and any other costs associated with the work performed. 1.3 Invoicing The Contractor shall submit an itemized invoice for payment, which shall include the following: •Service Agreement No. and PO No. •Date of Service •Service Address •Description of Service Work •Total Hours Billed & Hourly Rate •Itemized List of Parts & Invoices for Parts (to verify mark-up) 1.4 Work Sites The work will be performed at the following locations: DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 # Name Address 1 Broadway WW Treatment Plant 801 Resaca 2 Oso WW Treatment Plant 601 Nile 3 Greenwood WW Treatment Plant 6541 Saratoga Blvd. 4 Allison WW Treatment Plant 4101 Allison Rd. 5 Laguna WW Treatment Plant 201 Jester St. 6 Whitecap WW Treatment Plant 13409 Whitecap Blvd. 7 Pump Station 302 S. Water St. 8 Pump Station 1218 N. Water St. 9 Various WW Lift Stations City Wide 10 Utilities Building 2726 Holly Rd. 11 O.N. Stevens Water Treatment Plant 13101 Leopard St. 12 Wesley Seale Dam County Rd. 365 Sandia, TX 13 Sunrise Beach 22825 Park Road 25 Mathis, TX 14 Choke Canyon Dam 150 South Park Road Three Rivers, TX 15 Sand Dollar Pump Station 14201 Sand Dollar Ave. 16 Staples Pump Station 5501 County Rd. 43 17 Navigation Pump Station 302 N. Navigation 18 Holly Pump Station 4801 Holly Rd. 19 Coral Vine Elevated Storage Tank 14201 Allamanda Dr. 21 Gas Building 4225 S. Port Ave. 1.5 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 Attachment C -Insurance Requirements I. CONTRACTOR’S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City’s Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’ COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers’ compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers’ compensation coverage provided must be in an amount sufficient to assure that all workers’ compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor’s performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2020 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 04/14/2020 Risk Management – Legal Dept. DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 DocuSign Envelope ID: 11163CF6-F273-4E72-8F86-A80D91801DF8 DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1909 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $112,898.00 for on-call maintenance and repair services for security access control systems at City-owned facilities maintained by Asset Management, effective upon issuance of notice to proceed, with FY 2021 funding in an amount not exceed $42,500.00 available through the Facility and Property Management Fund. SUMMARY: This two-year contract is to continue maintenance and repair services on the existing access control systems at City Owned facilities maintained by Asset Management. The contract includes access readers, gates, video monitors, alarm panels, and other security hardware and supporting infrastructure. BACKGROUND AND FINDINGS: Total Protection, Incorporated installed the existing security access control system throughout City facilities. This system provides for a single card identification and access to city buildings and facilities. The Asset Management Department relies on this on-call service to support the safety and security of the city-owned locations. Buildings included in this agreement are City Hall, the Police Department, the Health Department, Municipal Courts, Development Services, senior centers, recreation centers, public libraries, the tennis centers, HEB Pool Complex, Central Kitchen, Solid Waste building, Cefe Landfill, JC Elliot Transfer Station, and the Science and History Museum. Security Access Control Maintenance and Repair Services for Asset Management AGENDA MEMORANDUM Action Item for the City Council Meeting of December 1, 2020 This is a sole source purchase. Total Protection Systems has installed the existing security access control system and is considered a sole source provider due to proprietary system compatibility requirements. ALTERNATIVES: Another alternative is to use a manual locking system, which poses a risk if keys or lock combinations are lost or compromised, or if gates are inadvertently or intentionally left unlocked. FISCAL IMPACT: The fiscal impact for the Asset Management Department in FY2021 is an amount not to exceed $42,500.00. The remaining cost will be budgeted through the annual budget process. FUNDING DETAIL: Fund: 5115 Fclty & Prop Mgt Organization/Activity: 40300 Facility Mgmt. and Maint. Fund Mission Element: 191 Operate City Bldgs. & Facilities Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs RECOMMENDATION: Staff recommends approval of this resolution authorizing a two-year service agreement for security access control maintenance and repair services with Total Protection, Incorporated as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet City of Corpus Christi Contracts and Procurement Senior Buyer: Cynthia Perez Security Access Control Maintenance and Repair for Asset Management ITEM DESCRIPTION Qty. 24 Months Unit Unit Price Total 1 Labor - Tech (Mechanical) repair, maintenance, replacement & install Monday-Friday 8:00 AM to 5:00 PM 320 HRS $95.00 $30,400.00 2 Labor- Helper Repair, maintenance, replacement & install Monday- Friday 8:00 AM to 5:00 PM 200 HRS $55.00 $11,000.00 3 Labor-IT Repair, maintenance, replacement & install Monday-Friday 8:00 AM to 5:00 PM 200 HRS $110.00 $22,000.00 4 Labor-Repair, Maintenance, Replacement & installation After Hours (5pm-8am) M-F/Saturday- Sunday/ Holidays 20 HRS Tech -$142.50 Helper - $82.50 It Tech - $165.00 $2,850.00 $1,650.00 $3,300.00 5 Fire Alarm Monitoring 24 Months $49.95 Per Location $1,198.80 Per Location Mark up % 6 Parts/Materials Allowance $30,000.00 35%$40,500.00 $112,898.80 Total Protection, Incorporated Corpus Christi, Texas TOTAL Page 1 of 2 Resolution authorizing a two-year service agreement with Total Protection, Incorporated in an amount not to exceed $112,898.00 for on-call maintenance and repair services for security access control systems at City-owned facilities maintained by Asset Management, effective upon issuance of notice to proceed, with FY 2021 funding in an amount not exceed $42,500.00 available through the Facility and Property Management Fund. WHEREAS, the services for security access control systems equipment will be requested by Asset Management personnel; WHEREAS, this item is for security access control system equipment parts used to repair systems at City-owned facilities; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (2), as this purchase is necessary to provide to preserve or protect the public health and safety of the municipality’s residents ; and WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (A), as this purchase is available from only one source due to special processes or patents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute all documents necessary to secure a two-year service agreement with Total Protection, Incorporated for the purchase of parts and services, for a total amount not to exceed $112,898.00. Page 2 of 2 PASSED AND APPROVED on the ______ day of _________, 2020: Joe McComb _______________________ Roland Barrera _______________________ 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 Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 86861 Security Control Access for Asset Management THIS Security Control Accesss for Asset Management Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Total Protection, Incorporated (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Security Control Access for Asset Management in response to Request for Bid/Proposal No. Goodbuy Contract No. 20- 21 7T000 Addendum 1 (“RFB/RFP”), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor’s bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Security Control Access for Asset Management (“Services”) in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for Two years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $112,898.80, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Adrian Lopez Department: Asset Management Phone: (361) 826-3318 Email: AdrianL@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item’s bid/proposal price, must be paid by the Contractor within 30 days of receipt of City’s invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City’s actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City’s product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City’s City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Adrian Lopez Title: Operations Division Superintendent Address: 5352 Ayers, Bldg. 3A, Corpus Christi, Texas 78415 Phone: (361) 826-3318 Fax: (361) 826-1989 IF TO CONTRACTOR: Total Protection, Incorporated Attn: Yolanda Longoria Title: Vice-President Address: 326 S. Enterprize Pkwy, Unit B, Corpus Christi, Texas 78405 Phone: (361) 289-2788 Fax: (361) 289-1688 DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 20. Limitation of Liability. The City’s maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 27.Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI ________________________________________________ Kim Baker Director of Contracts and Procurement Date: _________________________ Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. Goodbuy Contract No. 20-21 7T000 Addendum 1 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F 11/2/2020 Yolanda Longoria Vice President ATTACHMENT A: SCOPE OF WORK 1.1 General Requirements/Background Information The Contractor shall provide routine and emergency Controlled Door Access, Life Safety Systems Repair, Fire Monitoring Maintenance, Replacement and Install services to City Owned locations. Contractor shall provide services on an as- needed basis. Contractor shall have a sufficient number of responsible, trained personnel qualified to provide the required services. 1.2 Repair and Replacement A. Contractor shall furnish labor, supervision, parts, supplies, materials, tools equipment, and transportation necessary to perform Controlled Door Access, Life Safety Systems and Alarm Repair, Maintenance, Replacement and Installation for all locations. Work to be performed under this contract will include, but is not limited to, the following: • all associated access control, card readers, electronic locks, automatic openers, control panels, integration systems and associated components and software • all associated style mechanical, wireless, biometric, knobs, levers and locks • all associated key systems, exit devices, door closures/controls, holders, stops and mechanical accessories • CCTV, video systems and associated components • gate entry and operator systems • security systems • associated sensors, circuit boards, control panels, electronic and mechanical components • mag lock systems • fire detection, alarm, suppression, sprinkler systems, their associated components and inspections • inspections and assessments • cost estimating. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F B. Fire Alarm Monitoring 1. The Contractor shall provide Fire Alarm Monitoring for the below Health Department Locations: • Nursing • STD Clinic • 1115 Waiver • Laboratory • Lobby/Auditorium • Admin/Vital Records 2. The Contractor and all personnel assigned the work shall have experience with the above listed systems and components. 3. The Contractor shall inspect and diagnose prior to repairing or replacing doors and associated components. 4. The Contractor shall be required to respond to after-hours emergencies. 5. The Contractor shall respond to an emergency call within 2 hours unless otherwise agreed upon. 6. Information shall be provided to the Contractor through work orders or phone requests. 7. Work orders shall be given after placing phone requests. 8. Contractor personnel shall be available to take those work orders. 9. Contractor shall provide an estimate based on the Work order. 10. Estimates shall include labor and parts that are accordance with the contract pricing sheet. 11. Contractor is responsible for making repairs or replacement of any material or equipment damaged during the completion of work or as the results of action or inaction by Contractor's staff. After completion of repairs, Contractor shall report back to the Operation Superintendent or designee. If any item or equipment covered under this service agreement is deemed non-repairable, the Contractor shall immediately notify the Operation Superintendent at telephone number 361/510-1597. Contractor shall provide assessments and make recommendations. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F 1.3 Work Locations Contractor shall perform routine Door Access Maintenance and Replacement services to the following locations including but not limited to: BUILDING Address Zip Code 1 Health Department 1702 Horne Rd, Corpus Christi, TX 78416 2 City Hall 1201 Leopard St, Corpus Christi, TX 78401 3 Police Department 321 John Sartain St, Corpus Christi, TX 78401 4 Municipal Courts 321 John Sartain St, Corpus Christi, TX 78401 5 Frost Bank 2402 Leopard St, Corpus Christi, TX 78408 6 Broadmoor Senior Center 1651 Tarlton St, Corpus Christi, TX 78415 7 Ethel Eyerly Senior Center 654 Graham Rd. Corpus Christi, TX 78418 8 Garden Senior Center 5325 Greely Dr, Corpus Christi, TX 78412 9 Greenwood Senior Center 4040 Greenwood Dr, Corpus Christi, TX 78416 10 Lindale Senior Center 3135 Swantner St, Corpus Christi, TX 78404 11 Northwest Senior Center 9725 Up River Rd, Corpus Christi, TX 78410 12 Oveal Williams Senior Center 1414 Martin Luther King Dr, CC, TX 78401 13 Zavala Senior Center 510 Osage St, Corpus Christi, TX 78405 14 La Retama Central Library 805 Comanche St, Corpus Christi, TX 78401 15 Garcia Public Library 5930 Brockhampton St, CC, TX 78414 16 Janeth Harte Public Library 2629 Waldron Rd, Corpus Christi, TX 78418 DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F 17 Hopkins Public Library 3202 McKenzie Rd, Corpus Christi, TX 78410 18 McDonalds Library 4044 Greenwood Dr, Corpus Christi, TX 78416 19 Neyland Public Library 1230 Carmel Pkwy, Corpus Christi, TX 78411 20 Joe Garza Recreation Center 3204 Highland Ave, Corpus Christi, TX 78405 21 Lindale Recreation Center 3133 Swantner St, Corpus Christi, TX 78404 22 Oak Park Recreation Center 842 Erwin Ave, Corpus Christi, TX 78408 23 Oso Recreation Center 1111 Bernice Dr, Corpus Christi, TX 78413 24 Solomon Coles Rec Center 924 Winnebago St, Corpus Christi, TX 78401 25 Science and History Museum 1900 N Chaparral St, Corpus Christi, TX 78401 26 Al Kruse Tennis Center 502 King St, Corpus Christi, TX 78401 27 HEB Pool Complex 1520 Shelly St, Corpus Christi, TX 78404 28 HEB Tennis Court 1520 Shelly St, Corpus Christi, TX 78404 29 Central Kitchen 4141 Old Brownsville Rd, CC, TX 78405 30 Solid Waste Building 2525 Hygeia, Corpus Christi, TX 78415 31 CEFE Landfill 2397 Co.Rd.20, Robstown, TX 78380 32 J C Elliot Transfer Station 6594 Greenwood St, Corpus Christi, TX 78415 33 Unknown locations City Wide DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F 1.4 Invoicing The Contractor shall submit invoice for services to the city. Invoice shall include: a. Work description, Purchase Order Number (PO#), Service Agreement Number, Location and date of Service and labor hours. b. Original Invoices shall be sent Accounts Payable as follows: copy to facilitymaintenanceinvoicing@cctexas.com and one (1) to the Contract Administrator. c. The Contractor shall include copies of Work order and Contractor Information Checklist (CIC) provided by Project Manager or designee. This is used as back-up for the invoice. Approval for payment shall be authorized by the Contract Administrator or Project Manager. 1.5 Service Personnel The Contractor shall assure that all crews are fully and properly equipped to perform services promptly and safely without delay. All personnel assigned to the service agreement shall wear a uniform, including safety equipment and any company issued photo identification. Contractor's employees working on site shall wear clothing with an identifiable logo bearing the name of the company visible from 15 feet always. All personnel shall be neatly dressed in shirts, safety shoes, and long pants. Shorts or torn clothing are unacceptable. 1.6 Security Background Check of Personnel Contractor shall conduct background check for all personnel before assigned to work under this agreement. 1.7 Recordkeeping The Contractor shall establish and maintain a log delineating complete and accurate records of all services, repairs, parts, supplies and materials for each location for the term of the Contract. The Contractor shall update the logs after each service defined in the Contract has been performed. The repair slip shall contain • Site location of the equipment repaired • Details of work performed • List of materials that were replaced, and labor hours broken down by job title • Reference Maximo work order number. 1.8 Special Instruction 1. Contractor shall report to the Project Manager or designee at the location upon arrival. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F 2. If the Contractor is required to leave the premises to obtain parts or other materials, Project Manager or designee must be notified. Working hours spent outside the premises shall not be consider as billable hours. 3. The Contractor shall barricade or place cones around the work area before commencing services. The Contractor shall take special measures to safeguard the area while services are being performed. The Contractor shall be responsible for assuring the safety of its employees, City employees, and the public during performance of all services under this agreement. 4. Contractor shall not store worn or defective parts on City premises at the end of the workday unless otherwise approved by the Project Manager or designee. 5. Contractor must clean work site from debris or hazards after completion of work. 6. Changes or Modifications that must be done to the project apart from the instruction given in the Scope of Work, must be approved by a Facility Maintenance Project Manager, Operations Division Supervisor or designee. 7. Any unauthorized changes or services performed by the Contractor, will be at the responsibility of the Contractor and not Asset Management-Facility Maintenance. 8. The Contractor shall commence wok no more than 15 days from date of notice to proceed. 9. After completion of project, Contractor shall report back to the Project Manager or designee. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F Attachment C -Insurance Requirements I. CONTRACTOR’S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City’s Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’ COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers’ compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers’ compensation coverage provided must be in an amount sufficient to assure that all workers’ compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor’s performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2020 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 04/14/2020 Risk Management – Legal Dept. DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F DocuSign Envelope ID: B60A556F-1641-4B03-BF19-6250F2A4528F DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology PeterC@cctexas.com (361) 826-3735 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a three-year master service agreement with MCCi, LLC in the amount of $388,993.20 for Laserfiche license support, maintenance and services for records management, effective upon issuance of a notice to proceed with FY 2021 funding in the amount of $129,664.40 available in the Information Technology Fund. SUMMARY: This motion authorizes a master service agreement with MCCi, LLC for license support, maintenance and services for the Laserfiche system. The agreement is being procured through the BuyBoard Cooperative at a saving of $48,571.60 per year to the City. BACKGROUND AND FINDINGS: The City of Corpus Christi purchased the Laserfiche system in the 1990’s for the City Secretary’s office for records management. Throughout the years, Laserfiche expanded into the City’s enterprise content management system used across City departments. Departments store documents critical to the business of the City in Laserfic he. The City utilizes electronic forms submission for Parks and Rec reation special events, HCD housing programs, and utility service requests. Laserfiche also integrates with multiple records management systems to include Infor Financials, Municipal Court’s Incode, and Infor IPS systems. The City Secretary’s office provides access to public records via the Laserfiche weblink on the City’s website. Laserfiche License and Support Maintenance Agreement For Records Management AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 The IT Department reached out to the Contract and Procurement Department to issue a contract through the Buyboard Cooperative. Contracts awarded through the Buy Board Cooperative have been competitively procured in compliance with Texas local and state procurement requirements. ALTERNATIVES: An alternative would be not to have the license support, maintenance and support and risk the departments not being able to store important documentation electronically. FISCAL IMPACT: The fiscal impact for Information Technology Department for FY 2021 is an amount not to exceed $129,664.40 for the first year of a three-year master service agreement. FUNDING DETAIL: Fund: 5210 Info Tech Organization/Activity: 40470 IT Application Services Mission Element: 242 Support Software Application Project # (CIP Only): n/a Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing a three -year master service agreement with MCCi, LLC. LIST OF SUPPORTING DOCUMENTS: Price Sheet Master Service Agreement City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Buyboard #544-17 Item Description Qty Unit Price Extended Price 1 MCCI Professional Services Year 1 1 YR $45,000.00 $45,000.00 MCCI Professional Services Year 2 1 YR $45,000.00 $45,000.00 MCCI Professional Services Year 3 1 YR $45,000.00 $45,000.00 $135,000.00 2 Laserfiche Annual Software Support-Basic - Year 1 1 YR $57,273.30 $57,273.30 OCR Scheduler for Laserfiche - Year 1 1 YR $297.00 $297.00 DataNow Affinity Integration Tool - Year 1 1 YR $1,080.00 $1,080.00 MCCI Annual Subscription - Year 1 1 YR $14,045.00 $14,045.00 MCCI Supplemental Support Services Subscription - Year 1 1 YR $11,969.10 $11,969.10 $84,664.40 Laserfiche Annual Software Support-Basic - Year 2 1 YR $57,273.30 $57,273.30 OCR Scheduler for Laserfiche - Year 2 1 YR $297.00 $297.00 3 DataNow Affinity Integration Tool - Year 2 1 YR $1,080.00 $1,080.00 MCCI Annual Subscription - Year 2 1 YR $14,045.00 $14,045.00 MCCI Supplemental Support Services Subscription - Year 2 1 YR $11,969.10 $11,969.10 $84,664.40 5 Laserfiche Annual Software Support-Basic - Year 3 1 YR $57,273.30 $57,273.30 6 OCR Scheduler for Laserfiche - Year 3 1 YR $297.00 $297.00 7 DataNow Affinity Integration Tool - Year 3 1 YR $1,080.00 $1,080.00 8 MCCI Annual Subscription - Year 3 1 YR $14,045.00 $14,045.00 9 MCCI Supplemental Support Services Subscription - Year 3 1 YR $11,969.10 $11,969.10 $84,664.40 $388,993.20 Total Year 3 Total 3 Year Agreement Laserfiche License and Support Maintenance MCCI, LLC Tallahassee, FL Total Year 1 Total Professional Services Total Year 2 MASTER SERVICES AGREEMENT NO. 60351 Last updated: June 25, 2020 Page 1 of 7 This Master Services Agreement No. 60351 ("Agreement") is effective on the date of the last signature, (“Effective Date”) and is made by and between MCCi, LLC, a Florida limited liability company, and its Affiliates with its principal office located at 3717 Apalachee Parkway, Suite 201, Tallahassee, FL 32311 (“MCCi") and Client (defined herein). MCCi and Client may each be referred to individually herein as “Party” or collectively as the “Parties”. The term “Client” in this Agreement shall also include Client’s “Affiliates,” defined as a legal entity that directly or indirectly controls, is controlled by, or is under common control with the party. It is agreed that Client’s Affiliates shall enjoy the same rights, benefits and obligations set forth in this Agreement as are applicable to Client. The Parties hereto intending to be legally bound hereby, agree as follows: 1. Scope of Service MCCi and Client may develop and enter into one or more sales orders, attached herein or incorporated by reference, incorporating a description of the specific goods and/or services requested by Client (each, and as modified in writing by the Parties, an “Order”). MCCi will provide to Client those goods and/or services described as its obligation in the Order (collectively, the “Services”). If applicable, each Order will also describe items specifically required to be delivered by MCCi to Client (the “Deliverables”), and the acceptance criteria for each of the Deliverables. Further, each Order will set forth, among other things, tasks to be performed by the Parties and roles and responsibilities of each Party. Each Order shall specifically identify this Agreement and indicate that it is subject to the terms hereof. To the extent there are any conflicts or inconsistencies between this Agreement and any Order or Client purchase order, except in regard to Sections 2 or 3 herein, the provisions of this Agreement shall govern and control. To the extent that there are any conflicts or inconsistencies between this Agreement and any Client- entered third party government purchasing agreement (“Purchasing Vehicle”, the provisions of the Purchasing Vehicle shall govern and control. No change order, notice, direction, authorization, notification or request (collectively, “Change Order”) will be binding upon Client or MCCi, nor will such Change Order be the basis for any claim for additional compensation by MCCi, until Client and MCCi have agreed in writing to change the terms of an applicable Order, or to execute a new Order, as appropriate. 2. Fees Client shall pay to MCCi the fees and other compensation set forth in each Order. By executing the applicable Order, Client acknowledges their pre-approval for any Order Expenses quoted. If relevant, MCCi will follow Client’s expense policy, to the best of its ability. If a dispute occurs regarding MCCi’s billing of Order Expenses in conformity with Client’s expense policy and greater than five percent (5%) of a specific bill, such dispute will be subject to investigation and correction; otherwise Client agrees to reimburse MCCi for the full amount of expenses billed. The Client acknowledges that it may incur expenses due to circumstances such as non-refundable airline tickets, training/install charges, hotel reservations, rental cars, etc., in the event that i) Client cancels or reschedules the event, after MCCi has made these arrangements; or ii) If Client site/team is not prepared upon MCCi’s arrival, which results in cancellation, delays, and/or the need to reperform Deliverables. 3. Invoicing and Payment Unless otherwise stated in an Order, MCCi will invoice Client for all fees, charges and reimbursable expenses on a monthly basis and upon completion of each Order. Client agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30) days from the date of each invoice. Failure to pay invoices by the due date, unless MCCi has been informed by said due date that an invoice is being contested and the reason therefore, may result in the imposition of interest charges to the extent allowable by law as well as any associated legal and collection fees incurred. Client further agrees to pay amounts equal to any federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Client to MCCi under this Agreement or any other Agreement between the Parties, exclusive of taxes based on MCCi’s net income or net worth, and understands and accepts that any pricing defined in an Order does not include such taxes. All recurring software maintenance support, subscriptions, and/or other service packages (“Recurring Services”) will automatically renew and be billed unless Client has terminated the Agreement per Section 4 below or provided sixty (60) days written notice prior to the scheduled renewal date of the Recurring Services. Once payment has been received, no refunds for Recurring Services are available. 4. Term, Termination, and Cancellation This Agreement will commence on the Effective Date and will be effective for a three (3) year period. Termination of this Agreement or any Order hereunder may occur upon any of the following: (a) Thirty (30) days after a Party’s receipt of written notice from the other Party that this Agreement or the Services, in whole or in part under an Order, shall be terminated; or (b) Thirty (30) days after one Party notifies the other in writing that they are in breach or default of this Agreement, unless the negligent Party cures such breach or default within such thirty (30) day period; or (c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either Party, any insolvency of a Party, any appointment of a receiver for such Party, or any assignment for the benefit of such Party’s creditors (a “Bankruptcy Event”), unless such Party cures such Bankruptcy Event within the fifteen (15) day period. In all events, Client shall be liable for full payment for Services and reimbursement of MCCi's expenses incurred through the effective date of termination. If Client cancels or puts on hold an Order between completed milestones, MCCi will invoice Client for a pro-rated share of the uncompleted milestone(s) for Services performed through the date of such termination or delay. 5. Working Arrangements All Services shall be performed remotely, unless otherwise agreed to by the Parties. If Services are to be performed on Client’s premises, Client shall provide the following to MCCi Personnel: (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client’s facilities and relevant information, including all necessary software, hardware and documentation; (iii) timely assistance in the acquisition of, or correction of any hardware or software problems that would affect the performance of Services; and (iv) any other items set forth in each Order. MASTER SERVICES AGREEMENT NO. 60351 Last updated: June 25, 2020 Page 2 of 7 Client will ensure that all Client’s personnel, vendors, and/or subcontractors who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice: (i) be available to assist MCCi Personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under an Order; and (iii) be available to assist MCCi with any other activities or tasks required to complete the Services in accordance with the Order. 6. MCCi Personnel Neither MCCi nor its Personnel are or shall be deemed to be employees of Client but rather as independent contractors. MCCi shall be responsible for the compensation of its Personnel, in addition to any applicable employment taxes, workmen's compensation and any other taxes, insurance or provisions associated with the employment of such personnel. In addition, MCCi shall be responsible for all acts or omissions of its Personnel. MCCi will also not discriminate in the referral or hiring of MCCi Personnel on the bases of race, religion, sexual orientation, color, sex, age, national origin, disability that does not affect the ability for an individual to perform his or her job, or other protected categories as required by state, federal, and local laws. MCCi may utilize independent subcontractors in satisfying its obligations under this Agreement (collectively with MCCi employees “Personnel”). MCCi affirms to Client that these resources will adhere to and are subject to the same representations made by MCCi throughout this Agreement. Upon receipt of notice from Client that any MCCi Personnel is not suitable, MCCi shall remove such person from the performance of Services and will provide a qualified replacement as quickly as possible. Unless a particular MCCi Personnel member has been identified as a key resource to the relevant Order, MCCi at its sole discretion may reassign, if and as necessary, other appropriately qualified MCCi Personnel to the relevant Order as long as such assignment will not affect MCCi’s fee for the Services defined or ability to satisfy its Deliverables. Neither Party shall be deemed to be a legal representative of the other nor has any authority, either express or implied, to bind or obligate the other in any way. 7. Non-Solicitation Each Party agrees not to directly or indirectly solicit, offer employment to, or accept any services outside of this Agreement from any employee or independent contractor of the other Party who provided services for the non-soliciting Party within the previous twelve (12) months, during the term of this Agreement, and for twelve (12) months thereafter. Notwithstanding the foregoing, either Party may solicit for employment, offer employment to, employ, or engage as a consultant or advisor, any of the other Party’s personnel who: (i) had no previous direct contact with the soliciting Party’s personnel in connection with, and during the performance of, the Services hereunder, or (ii) have responded to a general, publicly-available advertisement for employment at such Party (including its affiliates), or (iii) make unsolicited approaches or inquiries to such Party (including its affiliates) regarding employment opportunities. The current employing Party, in its sole discretion, may waive this provision in writing for an individual. In consideration for such waiver, other Party agrees to pay a placement fee equal to fifty percent (50%) of such person’s new total annual compensation. This placement fee shall be due immediately upon such person’s commencement of services. 8. Confidential Information The Parties acknowledge that in the course of MCCi providing Services for Client hereunder, each may receive Confidential Information (as defined below) of the other Party. Any and all Confidential Information in any form or media obtained by a Recipient shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the Services provided under this Agreement. The Recipient further acknowledges that it shall not use such Confidential Information for any purposes other than in connection with the activities contemplated by this Agreement. All consultants assigned by MCCi to Client will sign appropriate forms of confidentiality agreements on or prior to their start date. The Parties acknowledge that Client is a Texas governmental entity subject to the Texas Public Information Act (the “Act”). Should Client receive a request for disclosure of Information pursuant to the Act, Client will promptly provide MCCi notice of such request so that MCCi may avail itself of any opportunities to establish reasons why the information should be withheld prior to disclosing such Confidential Information. The burden of establishing the applicability of exceptions to the disclosure of Information under the Act resides with MCCi. Should MCCi be unable to establish a valid exception from disclosure or exclusion from the Act, then Client may release the information, solely to the extent necessary to comply with the Act. “Confidential Information” means any and all confidential information of a Party disclosed to the other Party, including, but not limited to, research, development, proprietary software, technical information, techniques, know-how, trade secrets, processes, customers, employees, consultants, pricing information and financial and business information, plans and systems. Confidential Information shall not include information which: (i) was known to the Party receiving the information (the “Recipient”) prior to the time of disclosure by the other Party (the “Disclosing Party”); (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Recipient; (iii) was lawfully received by Recipient from a third party without any obligation of confidentiality; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority. The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years thereafter. 9. Intellectual Property Unless otherwise specified in any Order, title to all materials, products and/or Deliverables, including, but not limited to, reports, designs, programs, specifications, documentation, manuals, visual aids, and any other materials developed and/or prepared for Client by MCCi under any Order (whether or not such Order is completed) (“Works”), and all interest therein shall vest in Client and shall be deemed to be a work made for hire and made in the course of the Services rendered hereunder. MCCi shall retain a non-exclusive, royalty-free, world-wide, perpetual license to use, sell, modify, distribute and create derivative works based upon any of the foregoing Works in its information technology professional services business, provided that in so doing MCCi shall not use or disclose any Client Confidential Information or Deliverables unique to or owned by Client. To the extent that title to any such Works may not, by operation of law, vest in Client or such Works may not be considered works made for hire, all rights, title and interest therein are MASTER SERVICES AGREEMENT NO. 60351 Last updated: June 25, 2020 Page 3 of 7 hereby irrevocably assigned to Client. All such Works shall belong exclusively to Client, except as set forth herein, with Client having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. MCCi agrees to give Client and any person designated by Client, reasonable assistance, at Client's expense, required to perfect the rights defined in this Section 8. Unless otherwise requested by Client, upon the completion of the Services to be performed under each Order or upon the earlier termination of such Order, MCCi shall immediately turn over to Client all Works and Deliverables developed pursuant to such Order, including, but not limited to, working papers, narrative descriptions, reports and data. Notwithstanding the foregoing, the following shall not constitute the property of Client: (i) MCCi software, including but not limited to any proprietary code (source and object), which is subject to third-party license agreements with MCCi; (ii) those portions of the Deliverables which include information in the public domain or which are generic ideas, concepts, know-how and techniques within the computer design, support and consulting business generally; and (iii) those portions of the Deliverables which contain the computer consulting knowledge, techniques, tools, routines and sub-routines, utilities, know-how, methodologies and information which MCCi had prior to or acquired during the performance of its Services for Client and which do not contain any Confidential Information (as hereinafter defined) of Client conveyed to MCCi. To the extent that any portion of the Deliverables includes information or material that falls within the exceptions to property of Client described in Subsection (iii) above, MCCi shall be deemed to have granted Client a paid up, world-wide, non-exclusive license to use any such information or material imbedded in the Deliverables for its internal business needs and a non-exclusive license to make copies thereof for use only in its and its affiliates’ facilities, subject to third party license agreements, if any. Should MCCi, in performing any Services hereunder, use any computer program, code or other materials developed by it independently of the Services provided hereunder (“Pre-existing Work”), MCCi shall retain any and all rights in such Pre-existing Work. MCCi hereby grants Client a paid up, world-wide, non-exclusive license to use and reproduce the Pre-existing Work for its internal business needs. Client understands and agrees that MCCi may perform similar services for third Parties using the same personnel that MCCi may use for rendering Services for Client hereunder, subject to MCCi’s obligations respecting Client’s Confidential Information pursuant to Section 8. 10. Data Privacy In the event that MCCi, in the course of providing Services to Client, receives, stores, maintains, processes or otherwise has access to “Personal Information” (as defined by the State Data Protection Laws and/or European Union Directives, and including, but not limited to, an individual’s name and social security number, driver’s license number or financial number) then MCCi shall safeguard this information in accordance with these laws. MCCi may disclose Personal Information for business purposes only on a need-to-know basis and only with (i) MCCi Personnel, (ii) any third party service providers that has agreed to safeguard Personal Data in a like manner as MCCi safeguards such information, and (iii) with other entities authorized to have access to such information under applicable law or regulation. MCCi may disclose Personal Data when necessary to protect its rights and property, to enforce its terms of use and legal agreements, as required or permitted by law, or at the request of law enforcement authorities and the courts, and pursuant to a subpoena. MCCi shall have no duty to notify Client of such compliance with law. MCCi takes reasonable and appropriate measures to maintain the confidentiality and security of Personal Data and to prevent its unauthorized use or disclosure. To the extent that MCCi experiences a Security Breach as defined under the State Data Protection Laws for information generated in connection with this Agreement or any Order hereto, MCCi shall notify Client in writing within five (5) business days of discovering such Security Breach. 11. Warranty (a) Services Warranty. MCCi warrants that all Services shall be performed by personnel with relevant skill sets and familiar with the subject matter for the Order in a professional, competent and workman-like manner. MCCi’s delivery of a Deliverable to Client shall constitute a representation by MCCi that it has conducted a review of the Deliverable and believes it meets the written specifications set forth in the corresponding Order. Client shall then have the right to conduct any review of the Deliverable as Client shall deem necessary or desirable. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon specifications, Client shall have five (5) business days after MCCi’s submission to give written notice to MCCi specifying the deficiencies in reasonable detail. MCCi shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. MCCi does not warrant that the Services or Deliverables will be uninterrupted or error-free, provided that MCCi shall remain obligated pursuant to this Section 11. If the Services fail to conform to the foregoing warranty in any material respect, Client’s initial remedy will be for MCCi, at its expense, to promptly use commercially reasonable efforts to cure or correct such failure. Upon failure of the foregoing, Client’s remedies, and MCCi’s entire liability, as a result of such failure, shall be subject to the limitations set forth in Section 12 below. The foregoing warranty is expressly conditioned upon (i) Client providing MCCi with prompt written notice of any claim thereunder prior to the expiration thereof, which notice must identify with particularity the non-conformity; (ii) Client’s full cooperation with MCCi in all reasonable respects relating thereto, including, in the case of modified software, assisting MCCi to locate and reproduce the non-conformity; and (iii) with respect to any Deliverable, the absence of any alteration or other modification of such Deliverable by any person or entity other than MCCi. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having jurisdiction. MCCi also does not warrant any third-party products procured on behalf of Client, and if there are any product warranties provided by the manufacturer of the product, any remedy should be requested directly from manufacturer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, MCCI DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE. In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is mutually determined by the MASTER SERVICES AGREEMENT NO. 60351 Last updated: June 25, 2020 Page 4 of 7 Parties not to be MCCi’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by MCCi), Client shall pay MCCi for all costs incurred for all evaluation, correction or other services performed by MCCi relating to such claim on a time and materials basis at MCCi’s then standard billing rates. (b) General Warranty. MCCi shall perform the Services in compliance with all applicable international, federal and state laws and regulations and industry codes, including but not limited to (i) federal and state anti-kickback laws and regulations and laws governing payments to and relationships with healthcare professionals, including 42 U.S.C. §1320a-7b(b); (ii) federal Food and Drug Administration laws, regulations and guidance, including the federal Food, Drug and Cosmetic Act and the Prescription Drug Marketing Act, (iii) federal and state securities laws, meaning that MCCi agrees that Client may be a publicly traded company and MCCi shall instruct MCCi Personnel that federal and state securities laws prohibit the purchase, sale, or pledge of Client stock while in possession of any material, non-public information, (iv) the Foreign Corrupt Practices Act of 1977, and the UK Bribery Act, the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (v) international, federal and state privacy and data protection laws, including, but not limited to, the relevant European Union directives, Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act, Chapter 93H of The Massachusetts General Laws and its implementing regulations, 201 CMR 17.00, and Cal. Civ. Code § 1798.80-.84 (collectively, “State Data Protection Laws”). 12. Indemnification and Limitation of Liability (a) Mutual Indemnification. Each Party (“Indemnifying Party”) shall indemnify, defend and hold the other harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with third party claims, demands, suits, or proceedings ("Claims"): • For bodily injury or personal property damage arising out of the indemnifying Party’s performance within the scope of its responsibilities under this Agreement. • A breach of such the Indemnifying Party’s obligations with respect to confidentiality • A breach by the Indemnifying Party of applicable laws. • Caused by negligent acts, omissions or willful misconduct of the Indemnifying Party. (b) MCCi Indemnification. MCCi shall defend, indemnify and hold Client harmless against Claims made or brought against Client by a third party alleging that the use of any Deliverable as provided to Client under this Agreement or any Order hereto and used in accordance with this Agreement and relevant documentation, infringes any third party’s intellectual property rights. Notwithstanding the foregoing, MCCi shall not be required to indemnify Client to the extent the alleged infringement: (x) is based on information or requirements furnished by Client, (y) is the result of a modification made by a party other than MCCi, or (z) arises from use of a Deliverable in combination with any other product or service not provided by MCCi. If Client is enjoined from using the Deliverable or MCCi reasonably believes that Client will be enjoined, MCCi shall have the right, at its sole option, to obtain for Client the right to continue use of the Deliverable or to replace or modify the Deliverable so that it is no longer infringing. If neither of the foregoing options is reasonably available to MCCi, then this Agreement may be terminated at either Party’s option and MCCi’s sole liability shall be subject to the limitation of liability provided in this Section. (c) Client Warranty. If the Services require MCCi to access or use any third party products provided or used by Client, Client warrants that it shall have all rights and licenses of third Parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi (d) Indemnification Procedure. Client shall give MCCi (a) prompt written notice of the Claim; (b) sole control of the defense and settlement of the Claim (provided that MCCi may not settle any Claim unless it unconditionally releases Client of all liability); and (c) at MCCi’s cost, all reasonable assistance. (e) Limitation of Liability. In no event shall either Party be liable for special, exemplary, incidental, or consequential damages (including, without limitation, lost revenues, profits, savings or business) or loss of records or data, whether or not the possibility of such damages has been disclosed to such Party in advance or could have been reasonably foreseen by such Party, and whether in an action based on contract, warranty, strict liability, tort (including, without limitation, negligence) or otherwise. Except for a Party’s indemnification obligations, each Party's maximum aggregate liability for all claims, losses or other liability arising out of, or connected with, this Agreement, the Services contemplated hereunder or Client’s use of any such Services or Deliverables, and whether based upon contract, warranty, strict liability, tort (including, without limitation, negligence), or otherwise, shall in no case exceed the aggregate amounts paid to MCCi by Client under the applicable Order, giving rise to such claim during the last six (6) months. Each Party's entire liability and Client's remedies under this Agreement shall be subject to the limitations contained in this Section 12. The limitations on warranty and liability specified in Sections 11 and 12 hereof will survive and apply even if any limited remedy herein is found to have failed of its essential purpose. The Parties acknowledge that the limitation of warranties and liabilities as set out in this Agreement are an essential basis of this Agreement and that the prices agreed to be paid by Client for Services reflect these limitations. 13. Insurance During the term of this Agreement, MCCi shall carry, at its sole expense, insurance coverage to include at a minimum the following: • Workers Compensation: State statutory limits and $1,000,000 employers’ liability • Comprehensive General Liability: $2,000,000 per occurrence and $4,000,000 in the aggregate • Professional Liability: $1,000,000 per occurrence and $3,000,000 in the aggregate • Errors and Omissions: $1,000,000 per occurrence • Cyber and Technical Errors and Omissions: $3,000,000 in the aggregate 14. Notices All notices, demands and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified electronic transmission) or mailed in the Continental United States by first class mail, postage prepaid, to a Party at the following address, or to such other address as such Party may hereafter specify by notice: MASTER SERVICES AGREEMENT NO. 60351 Last updated: June 25, 2020 Page 5 of 7 If to MCCi If to Client: MCCi, LLC City of Corpus Christi, TX 3717 Apalachee Parkway, Suite 201 P.O. Box 9277 Tallahassee, FL 32311 Corpus Christi, TX 78469 Attn: Legal Department Email: legal@mccinnovations.com Attn: Wendy Contreras 15. Miscellaneous (a) 3rd Party EULA Provisions. Client acknowledges that they are responsible for adhering to any 3rd party End User License Agreements (“EULA”), whether supplied by MCCi as a convenience or not, for any products procured on behalf of Client by MCCi. (b) Use of Open Source Code. Except as disclosed in the Order, MCCi does not distribute nor otherwise use any open source or similar software in a manner that would obligate MCCi to disclose, license, make available or distribute any of its material proprietary source code as a condition of such use. For purposes of this Agreement, “Open Source” shall mean any software or other Intellectual Property that is distributed or made available as “open source software” or “free software” or is otherwise publicly distributed or made generally available in source code or equivalent form under terms that permit modification and redistribution of such software or Intellectual Property. Open Source Materials includes software that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License or BSD License, as well as all other similar “public” licenses. (c) Client Software Customizations. Client may choose to customize their software internally without MCCi’s help. MCCi is not responsible for any damages caused by Client’s customization of the software. MCCi will not be held responsible for correcting any problems that may occur from these customizations. (d) MCCi Software Configuration Services. Client may elect to contract with MCCi to configure Client’s software. In these situations, Client acknowledges they are responsible for testing all software configurations and as such, waives any and all liability to MCCi for any damages that could be related to these software configurations. (e) Force Majeure. If either of the Parties hereto are delayed or prevented from fulfilling any of its obligations under this Agreement by force majeure, said Parties shall not be liable under this Agreement for said delay or failure. “Force Majeure” means any cause beyond the reasonable control of a Party including, but not limited to, an act of God, an act or omission of civil or military authorities of a state or nation, epidemic, pandemic, fire, strike, flood, riot, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities. (f) Audit Rights. With reasonable notice and at a convenient location, Client will have the right to audit MCCi’s records to verify MCCi’s records to confirm MCCi’s billing to Client is correct. In addition, should any of Client’s regulators legally require access to audit the Services, MCCi will, to the extent legally required by such regulators, provide access for the same. All results of such audits shall be MCCi Confidential Information. Client shall bear all costs associated with audits. (g) Assignment. Neither Party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party. Either Party, however, without any requirement for prior consent by the other, may assign this Agreement and its rights hereunder to any Party or entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such Party, if the succeeding party or entity agrees in writing to assume and be bound by all of the obligations of such Party under this Agreement. This Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their respective successors and permitted assignees. (h) Modification. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. (i) Provisions Severable. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force. (j) Dispute Resolution. Should a dispute arise between MCCi and Client involving their respective responsibilities, limitations or the working relations between the Parties under this Agreement or any Order, then the Parties will make every effort to amicably resolve the dispute. Prior to entering arbitration as set forth below, the Parties agree that any dispute will initially be referred to their senior management for resolution within ten (10) business days of receipt of notice specifying and asking for the intervention of the Parties’ superiors. If the dispute is still unresolved after such ten (10) business day period, the Parties agree, at the written request of either Party, to submit the dispute to a single arbitrator for resolution by binding arbitration under the rules of the American Arbitration Association, and that any award of the arbitrator shall be enforceable under any court having jurisdiction thereof. In any such action, the Parties will bear their own costs and will share equally in the costs and fees assessed by the American Arbitration Association for its services. (k) Interpretation. The descriptive headings of this Agreement and of any Order under this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. As used herein, “include” and its derivatives (including, “e.g.”) shall be deemed to mean “including but not limited to.” Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisers participated in the preparation of this Agreement. (l) Publicity. MCCi may use the name of Client, the existence of this Agreement and the nature of the associated services provided herein for marketing purposes, except that such use shall not include any Client Confidential Information as defined in Section 7 of this Agreement. (m) Entire Agreement. This Agreement and all Order(s) attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, oral or written, and all other prior or MASTER SERVICES AGREEMENT NO. 60351 Last updated: June 25, 2020 Page 6 of 7 contemporaneous communications between the Parties relating to the subject matter herein. (n) Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. (Remainder of Page Intentionally Left Blank; Signature Page Follows) MASTER SERVICES AGREEMENT NO. 60351 Last updated: June 25, 2020 Page 7 of 7 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date. MCCi, LLC CITY OF CORPUS CHRISTI, TX (“Client”) Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ P.O. BOX 9277 CORPUS CHRISTI, TX 78469 ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 60351 MCCI CONSULTING SERVICES ORDER Page 1 of 6 Pursuant to Master Services Agreement No. 60351 ("Agreement"): This MCCi Consulting Services Order, designated as Addendum No. 1 is entered into as of _________________, 2020 (“Addendum Effective Date”) , by and between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the mea ning set forth in the Agreement. This Order supersedes any previous quote or proposals received. (Remainder of Page Intentionally Left Blank) ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 60351 MCCI CONSULTING SERVICES ORDER Page 2 of 6 PRICING MCCi Professional Services Qty. Cost Buyboard #544-17 SLA Onsite Rate Travel expenses included. One Day Two or More Days $3,000.00 $2,500.00 $2,760.00 $2,300.00 $2,700.00 $2,250.00 Project Manager Rate Per Hour $205.00 $188.60 $184.50 Certified Project Manager Rate Per Hour $250.00 $230.00 $225.00 Systems Engineer Rate Per Hour $205.00 $188.60 $184.50 Development Rate Per Hour $250.00 $230.00 $225.00 Client Authorization Expiration/Renewal Date (Funding will be available and authorized up and until this date): 12/31/2023 Not to Exceed Total.00 $135,000.00 ($45,000/Year for 3 years) For budgetary purposes, the Client should include a minimum of $45,000.00 in annual budget for renewal of MCCi Consulting Services listed above. Once the Not to Exceed Total is met, MCCi requires written approval to renew the terms of this agreement, and to offic ially create a new order for an approved block of services MCCi that will bill against until meeting the not to exceed dollar amount. ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 60351 MCCI CONSULTING SERVICES ORDER Page 3 of 6 BILLING TERMS All time and material agreements are billed monthly for work completed during the previous month. Any time or dollar estimates given on a time and materials project, are strictly estimates. Client is responsible for all hours worked by the MCCi project team. SERVICES PROVIDED The Client is requesting ongoing MCCi Consulting Services to assist with its MCCi -implemented solutions. MCCi Consulting Services enable the Client to move forward with projects related to your MCCi -implemented solutions in the absence of having the required internal resources and/or in the absence of its qualified resources having the time available. MCCi Consulting Services are designed to be highly collaborative and to effectively extend the Client’s team by incorporating services from MCCi Certified Professionals on an annual basis. The type of assistance required may include: 1. Business Process Requirements Gathering and SOW drafting 2. Recurring Status and Strategy Meetings (Required) 3. Configuration of Client-Owned Solution Components 4. Training on Solution Components and/or configured Business Processes 5. Integration/Developer Assistance Remote or Onsite time as required and agreed upon between MCCi and Client. ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 60351 MCCI CONSULTING SERVICES ORDER Page 4 of 6 MCCi CONSULTING SERVICES ASSUMPTIONS 1. Expiration Date: If no expiration/renewal date is noted in this agreement or on the Client’s purchase order and service billings cross over budget years, it is the Client’s responsibility to handle internal funding/purchase order requirements related to any funding issues. The Client is responsible for compensating MCCi for any work completed up and until notice of funding issues related to an active contract. 2. Resource Assignment: MCCi will assign a MCCi Project Manager, who will be the primary MCCi Consulting Services contact for the Client. The MCCI Project Manager will engage other MCCi resources for any services they are not able to deliver themselves. 3. Not to Exceed Dollar Amount: Once the not to exceed amount of dollars is reached, the Client may choose to authorize MCCi to increase the not to exceed dollar amount of this agreement and define a new time period. Written authorization is required. 4. Rates: Rates are locked in for the period specified in the initial agreement or at the time of renewal/authorization of additional services. If no time period is stated, rates may be adjusted annually if MCCi’s standard rates increase. 5. Termination: Initial guaranteed time-period of these services is based on the expiration date listed in the SOW/Pricing section. If an expiration date is not noted the time period is 12 months, commencing on the first day MCCi’s Resource(s) provide services. After completion of the initial time period (or reaching the not to exceed dollar amount in advance of the date), the Client must provide 60 days advanced written notice regarding intentions to renew for another time period/not to exceed amount. Otherwise, the Client acknowledges an increase level of risk in disrupting work in progress and or the possibility of having a different MCCi resource assigned. 6. Limited Liability: Notwithstanding anything in this Agreement to the contrary, MCCi’s total liability to the Client for any and all claims, damages, or liability (including, but not limited to contract, tort, negligence, statutory, or other causes of action) arising out of or related in any way to this agreement or the products or services being provided by MCCi to Client shall be strictly limited to the project fees paid to MCCi by the Client for the preceding 12-month period immediately preceding the event giving rise to the claim by the Client, and shall also be limited to the fees paid to MCCi for the particular service/product that the Client’s claim was caused by or arose out of. [For example, if the Client is paying MCCi for both product and Infrastructure Hosting Services, and the claim arises from an Infrastructure Hosting Services problem, then the liability limitation would be the 12-months fees paid for Infrastructure Hosting Services and would not include the fees paid for products.] 7. No Hire Clause: Client and MCCi agree that during the period that this agreement is in force, including extensions or modifications thereto, and for an additional 12 months following this period, neither Client nor MCCi will actively recruit, or solicit employees or independent contractors of either company, or the employees of any of the other Subcontractors; who are on active payroll status and are currently participating in this Program, without the prior written approval of the party whose employee or independent contractor is being considered for employment. This does not prohibit any employee from responding to or pursuing employment opportunities through normal media channels, i.e. newspapers, professional journals, etc. so long as it is not related to this particular program and that it is not an attempt to avoid the intent of the above restriction. If, during the term of, or within (12) months after the termination of the performance period of this agreement, Client hires directly, or indirectly contracts with any of MCCi’s personnel for the performance of systems engineering and/or related services hereunder, Client agrees to pay MCCi 125% of the fees paid to, or in favor of such personnel for one (1) year after such personnel separates from service with MCCi. 8. Client Responsibilities: a. Client will conduct business in a courteous and professional manner with MCCi. b. Project Manager: Client will assign an internal Project Manager that will be involved and work with MCCi on all projects. c. Workspace: Client will provide workspaces for MCCi staff if/when MCCi is required to come onsite. ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 60351 MCCI CONSULTING SERVICES ORDER Page 5 of 6 d. Onsite Resources: Client will provide MCCi resources (if necessary) with a laptop, secure access, and access to other technical equipment as needed. e. Security Access: Client will provide (if necessary), MCCi with security badges to ensure building access, at no additional cost to MCCi. f. HR/Internal Training: Client will provide any necessary HR/internal training at no additional cost to MCCi. g. Software Configuration and Maintenance: Client will configure and maintain all non-MCCi-implemented software. h. Data Backup and Disaster Recovery Plans: MCCi is not responsible for creating or maintaining a backup and recovery plan for the MCCi-implemented solution. This is the Client’s responsibility. i. Testing of Configurations: Client is responsible for testing all software configurations completed by MCCi, and therefore waives any and all liability to MCCi for any fees, damages, etc., that could be related to software configuration services performed by MCCi. ▪ Use of Asana: Through the course of this project, MCCi may choose to utilize the third -party service Asana (http://www.asana.com) for project management and team collaboration. Documentation and correspondence exchanged between MCCi and Client may be stored in Asana. ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 60351 MCCI CONSULTING SERVICES ORDER Page 6 of 6 IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 1 to be executed by their respective duly authorized representatives as of the Addendum Effective Date. MCCi, LLC CITY OF CORPUS CHRISTI (“Client”) Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ Proposal Page 1 of 5 PRICING: LASERFICHE RIO 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Client Name: Corpus Christi, TX Order Date: October 02, 2020 Quote Number: 17722 Quote Type: Laserfiche Support Renewal Product Description: Qty. Unit Cost BuyBoard 544-17 Annual Total LASERFICHE ANNUAL SOFTWARE SUPPORT - BASIC Laserfiche Rio Records Management Edition Named Full User (200-499 Users) 300 $132.00 $118.80 $35,640.00 Laserfiche Rio Forms Professional (200-499 Users) 300 $12.00 $10.80 $3,240.00 Laserfiche Rio Forms Authenticated Participant (1- 49 users) 21 $40.00 $36.00 $756.00 Laserfiche Rio Public Portal for 2 Laserfiche Rio Server Includes WebLink and Unlimited Retrieval Connections for 2 Laserfiche Server. 1 $10,000.00 $9,000.00 $9,000.00 Laserfiche Rio Forms Portal 1 $1,599.00 $1,439.10 $1,439.10 Laserfiche Rio SDK 1 $750.00 $675.00 $675.00 Laserfiche Rio Quick Fields Complete Includes Quick Fields, Validation packages for Bar Code, Real-Time Lookup, Zone OCR, Document Classification, Forms Alignment, Identification, and Extractor, Optical Mark Recognition, and Auto Stamp, Redaction, & Bates Numbering. 1 $3,000.00 $2,700.00 $2,700.00 Laserfiche Rio Quick Fields Agent 1 $2,000.00 $1,800.00 $1,800.00 Laserfiche Rio Import Agent 1 $300.00 $270.00 $270.00 Laserfiche Rio Plus for Publishing 1 $1,600.00 $1,440.00 $1,440.00 Laserfiche Rio ScanConnect (Legacy) 1 $33.00 $29.70 $29.70 Laserfiche Rio ScanConnect 5 Pack (Legacy) 1 $132.00 $118.80 $118.80 Laserfiche Rio ScanConnect 10 Pack (Legacy) 1 $183.00 $164.70 $164.70 Laserfiche Annual Recurring Software Support Subtotal $57,273.30 MCCi SOFTWARE SUPPORT OCR Scheduler for Laserfiche Requires dedicated Full Named User. 1 $330.00 $297.00 $297.00 MCCi Annual Recurring Software Support Subtotal $297.00 Complete and return to: salesoperations@mccinnovations.com Proposal Page 2 of 5 THIRD-PARTY ANNUAL SOFTWARE SUPPORT DataNow Affinity Integration Tool (51+) 1 $1,200.00 $1,080.00 $1,080.00 Third-Party Annual Recurring Software Support Subtotal $1,080.00 MCCi ANNUAL SUBSCRIPTION Training Center for Laserfiche (50-99 Users) 1 $3,920.00 $3,920.00 $3,920.00 MCCi SLA for Laserfiche (250-499 Users) 1 $11,250.00 $10,125.00 $10,125.00 MCCi Annual Recurring Subscription Subtotal $14,045.00 MCCi SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION Managed Support Services for Laserfiche, Level 2 1 $13,299.00 $11,969.10 $11,969.10 Client needs are estimated based on the current components provided herein: up to 80.6 hours that will expire at the end of your renewal term. 1 MCCi Supplemental Support Services Annual Recurring Subscription Subtotal $11,969.10 GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $84,664.40 For budgetary purposes, the Client should include $84,664.40 annually for renewal of the items above. If you subscribe to MCCi’s Training Center or SLA, additional user licenses may increase its cost at the time of your next annual renewal. Sales tax will be invoiced where applicable and is not included above. TOTAL SUPPORT COST $84,664.40 All Quotes Expire in 30 Days This is NOT an invoice. Please use this confirmation to initiate your purchasing process. Support Dates Estimated Annual Support Total 12/31/2020 – 12/30/2021 $84,664.40 12/31/2021 – 12/30/2022 $84,664.40 12/31/2022 – 12/30/2023 $84,664.40 Grand Total $253,993.20 RECURRING SERVICES The Recurring Services portion of this Order will be based on the pricing at the time of renewal and will systematically renew unless written notice of termination has been provided per the master agreement. In the event that a manufacturer increases its prices for recurring annual services, the increase will be passed along to Client. No more than once per year, MCCi may adjust its recurring annual services to coincide with current U.S. inflation rates; any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price increase. SALES TAX Sales tax will be invoiced where applicable and is not included in the fee quote above. REMOTE SERVICES All service packages include remote time due to COVID-19. If circumstances change to allow onsite services to be performed, a new quote must be requested. Proposal Page 3 of 5 PRODUCT ORDER & BILLING TERMS BILLING MCCi will invoice Client as follows: Product/Service Description Timing of Billing All Software, Recurring Annual Support/Subscription, and Supplemental Support Services 75 days in advance of expiration date. MCCi shall not send any invoices, nor claim payment, for any fees or expenses incurred by MCCi until both parties authorize this Order. Sales tax will be included where applicable and is NOT included in the Pricing section. MCCi ASSUMPTIONS TECHNICAL SUPPORT Clients may contact MCCi support via MCCi’s Online Support Center, email (support@mccinnovations.com), or telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8 am to 8 pm Eastern Time. Proposal Page 4 of 5 LASERFICHE ASSUMPTIONS The following assumptions are current as of the date of order. Manufacturer’s terms and conditions are subject to change. LASERFICHE END USER LICENSE AGREEMENT (EULA) As part of Client’s account activation process, Laserfiche requires acceptance of the Laserfiche EULA, which can be found at https://www.laserfiche.com/eula/home/. By accepting this Order, Client acknowledges Laserfiche’s EULA and agrees to abide by its terms and absolve MCCi of any Laserfiche product-related liability. LASERFICHE SOFTWARE ASSURANCE PLAN (LSAP) MCCi acts as first-tier support and works with Laserfiche, who would provide second-tier level support when needed. ACTIVE LSAP BENEFITS INCLUDE: Easy access to our team of Laserfiche Gold Certified Support Technicians Remote desktop support through GoToMeeting Free Laserfiche version downloads Access to continued education through Webinars, User Groups, and Seminars Continued access to your Subscription environment (if applicable) 100% upgrade credit* for your existing software (in the event of a platform upgrade) Excludes moves to Subscription or Cloud LASERFICHE LATE PAYMENT POLICY If payment is not received before your Renewal Date, your Laserfiche support expires. Please allow up to five (5) business days after receipt of payment for MCCi to process renewal payment to Laserfiche. If your on-premises support expires, your access to the Laserfiche website and Laserfiche technicians will no longer be available until payment is received. If your Subscription (if applicable) support expires, your access to Laserfiche will be turned off after 30 days and your access to the Laserfiche website, and Laserfiche technicians will no longer be available until payment is received. If your support expiration is just due to a late payment, you will still be able to access MCCi Support Technicians for 30 days. However, if there are support issues that require Laserfiche involvement, these issues cannot be resolved until your support is renewed. REINSTATEMENT FEES After your support has been expired for 30 days, Laserfiche will move your renewal date and will apply reinstatement fees. Fees = 10% of Annual LSAP Total multiplied by the number of expired months POLICIES All maintenance/subscriptions are prepaid and non-refundable. One year of LSAP must be purchased for all new products. For new systems: The support date is set 30 days after MCCi submits software order to Laserfiche. For platform upgrades to Avante or Rio: The support date is set immediately upon MCCi submitting software order to Laserfiche. Remaining months of LSAP can be applied toward the new purchase. To receive any available software credit for existing platform software at the time of the upgrade, the Client’s LSAP must be active (i.e. support/maintenance has not expired). Proposal Page 5 of 5 For product upgrades: To receive any available software credit for existing platform software at the time of the upgrade, the Client’s LSAP must be active (i.e. support/maintenance has not expired) and the support date is prorated to match Client’s existing support date. For moves from on-premises platforms to Subscription: Credits are not available when moving to Laserfiche Subscription licensing options from an alternative Laserfiche licensing model. For additional software: the support date is prorated to match Client’s existing support date. For Subscription licensing renewals: The support will automatically renew unless Laserfiche is notified of intent to cancel at least 30 days prior to the renewal date. If your Laserfiche Subscription invoice remains outstanding 30 days after the renewal date, the entire Laserfiche system will be deactivated. The Subscription renewal invoice will be sent 75 days prior to the anniversary date. INTEGRATIONS Third-party Laserfiche integrations or utilities may consume one or more Laserfiche user licenses depending on how the vendor designed and coded the integration. These additional licensing needs should be verified by the Client and considered in the user licensing purchased. LASERFICHE SOLUTION PROVIDER OF RECORD As your current Solution Provider of Record, Laserfiche’s policy dictates that MCCi is the only Solution Provider that can download software licenses and activations for you. Unless you decide to cancel your contract with MCCi or work with Laserfiche to formally change your Laserfiche Solution Provider of Record, future software purchases, upgrades, and support renewals will be processed and provided solely by MCCi. LASERFICHE RIO SHARED SERVICES PROVISIONS The Host Entity is the owner of the Laserfiche licensing and is registered as such with MCCi and Laserfiche corporate. For Laserfiche corporate licensing rules, there can only be one licensed entity per Laserfiche Rio platform. Licensing is non-transferrable. Additionally, the Host Entity is responsible for cost allocation among the other entities that are utilizing its Laserfiche Rio Platform and for being the main point of contact for support provided through MCCi. The account can only be renewed once all entities have paid for the full LSAP. CLIENT SOLUTION CUSTOMIZATIONS The Client may also choose to customize their system internally, without MCCi’s help. MCCi is not responsible for any damages caused by the user’s customization of the system. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine updates to Laserfiche may affect any customizations made by the user. If MCCi’s help is required to correct/update any customizations made by the Client, appropriate charges will apply. CLIENT INFORMATION TECHNOLOGY ASSISTANCE For MCCi to excel in providing the highest level of service, the Client must provide timely access to technical resources. The Client must provide adequate technical support for all MCCi installation and support services. If the Client does not have “in-house” technical support, it is the Client’s responsibility to make available the appropriate Information Technology resources/consultant when needed. DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Peter Collins, Director of Information Technology PeterC@cctexas.com (361) 826-3735 Mike Markle, Chief of Police MikeMA@cctexas.com (361) 886-2601 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Resolution authorizing a purchase with Area Electronics Systems, Inc. in an amount not to exceed $189,257.25 for increased video storage capacity for the Corpus Christi Police Department, with funding in the FY 2021 Corpus Christi Crime Control Fund. SUMMARY: This Resolution authorizes a purchase of storage hardware for the Corpus Christi Police Department (CCPD) to replace video servers and increase storage space nearing the end of its current maximum capacity. BACKGROUND AND FINDINGS: Since 2011, CCPD has implemented the existing video storage solution that is nearing maximum capacity. Therefore, CCPD requires more hardware to sustain additional storage for new video evidence and forensic data. The City’s current standardized storage solution provides servers and storage hardware for all video data, in-car dash, police body, City surveillance, City Detention Center cameras and forensic data from the Digital Information Management System. The standardized system will enable the City’s Information Technology to effectively manage Public Safety Video Storage Upgrade AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 the video storage system that uses the centralized management utility software tool. Once in place, the storage system will have room for more storage space with the expansion of more hardware. This is a sole source procurement. Area Electronics Systems, Inc. of Anaheim, California is a proprietary vendor that can provide storage hardware consistent with the City’s current storage hardware that is reaching the maximum storage capacity. ALTERNATIVES: The alternative would be to not purchase this proprietary storage system. However, this would pose a risk to the citizens of Corpus Christi as this purchase is necessary to preserving and protecting the publics health and safety. FINANCIAL IMPACT: The fiscal impact for CCPD in FY2021 is $189,257.25. Funding Detail: Fund: 9010 CC Crime Control Organization/Activity: 11717 CCCCPD-PS Vehicles & Equip Mission Element: 151 Respond To Law Enforcement Calls Project # (CIP Only): Account: 520090 Minor tools & equip RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase of Video Storage Hardware for Public Safety with Area Electronics Systems, Inc. as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Page 1 of 2 Resolution authorizing a purchase with Area Electronics Systems, Inc. in an amount not to exceed $189,257.25 for increased video storage capacity for the Corpus Christi Police Department, with funding in the FY 2021 Corpus Christi Crime Control Fund. WHEREAS, the commodities for storage hardware will be requested by City personnel; WHEREAS, this item is for storage hardware used to store video and data storage compatible with existing systems at City-owned facilities; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (2), as this purchase is necessary to provide to preserve or protect the public health and safety of the municipality’s residents ; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (A), as this purchase is available from only one source due to special processes or patents; and WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (D), as this purchase is for component parts of existing equipment. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopt such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute all documents necessary to secure a purchase procured by the method of a Sole Source for storage hardware through the Corpus Christi Crime Control Fund in FY 2021 with Area Electronics Systems, Inc.of Anaheim, California in an amount not to exceed $189,257.25. Page 2 of 2 PASSED AND APPROVED on the ______ day of _________, 2020: Joe McComb _______________________ Roland Barrera _______________________ 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 Price Sheet - Azure Stack Hyper Converged Infrastructure - HCI Bulk Hardware City of Corpus Christi Contracts and Procurement Buyer: Elizabeth M. Rodriguez Area Electronics Systems, Inc. Anaheim, California ITEM DESCRIPTION QTY UNIT UNIT PRICE 1 DataOn Hardware Bundle 1 ea. $ 163,515.00 2 Five Year Warranty 1 ea. $ 24,527.25 3 Shipping, Handling, and Insurance 1 ea. $ 1,215.00 TOTAL $ 189,257.25 DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology PeterC@cctexas.com (361) 826-3735 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a five-year service agreement with Grande Communications Networks, LLC in an amount of $90,000.00 for a physical fiber link between the City of Corpus Christi’s geographical limits at Oso Creek and Flour Bluff, effective upon issuance of a notice to proceed, with FY 2021 funding in the amount of $18,000.00 available in the Information Technology Fund. SUMMARY: This motion authorizes a five-year service agreement for a dark fiber link that allows Grande Communications Networks, LLC to provide a physical fiber link between between the City of Corpus Christi’s geographical limits at Oso Creek and Flour Bluff . In addition, this physical fiber link will complete the missing link between the City and Padre Island to provide dependable City network connectivity to Padre Island. This is important, as the City has multiple traffic signals and the facilities in Flour Bluff and Padre Island. BACKGROUND AND FINDINGS: Flour Bluff and Padre Island currently depend on wireless air fiber to connect back to the City network. The City has experienced wireless interference in the area, which has provided sub-par network performance to Flour Bluff and the Island. Providing a physical fiber link will provide dependable City network connectivity and will allow the City to keep the current wireless fiber as a backup solution. Motion authorizing a Fiber Link between the City’s Geographical Limits at Oso Creek and Flour Bluff AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 The IT Department reached out to the Contracts and Procurement Department to issue a contract through the TIPS Purchasing Cooperative. Contracts awarded through the TIPS Purchasing Cooperative have been competitively procured, in compliance with Texas local and state procurement requirements. ALTERNATIVES: An alternative would be not to have a dark fiber link to Flour Bluff and Padre Island and continue to experience wireless interference. FISCAL IMPACT: The fiscal impact for Information Technology Department in FY 2021 is an amount not to exceed $18,000.00. FUNDING DETAIL: Fund: 5210 Info Tech Organization/Activity: 40430 IT Network Services Mission Element: 241 Prvd Suprt Technology Infrast. Project # (CIP Only): n/a Account: 530200 Telephone/telegraph/cable TV service RECOMMENDATION: Staff recommends approval of this motion authorizing a five-year service agreement with Grande Communications Networks, LLC. LIST OF SUPPORTING DOCUMENTS: Master Service Agreement Price Sheet City of Corpus Christi Sr. Buyer: Minerva Alvarado Item Description Quantity UOM Unit Price Total 1 Dark Fiber Lease 60 MO $1,500.00 $90,000.00 $90,000.00Total Grande Communications Networks, LLC San Marcos, TX Price Sheet Dark Fiber Lease TIPS Contract 200105 SERV Grand betw specif Cond (the “ Servic CUST City o BILLIN 1201 TAX I Provi “Serv (“MR PROD ITEM Dark NOTE TIPS I Impo voice custo inform to up using Servic outag Custo ICE ORDER de Communica This Servic een GRANDE C fied below (“C itions for Ente “T&Cs”). The T ce Order shall TOMER of Corpus Chris NG ADDRESS Leopard St, Co D der shall prov vice Site”), in e C”) set forth b DUCT LINE Fiber Lease ES nformation: C rtant Notice R network (aka omers of these mation to E911 pdate the locat g the standard ces will be una ge or other tec omer has read ations Network ce Order (this “ COMMUNICAT ustomer”). Th rprise Services T&Cs are incor have the mean sti orpus Christi, T vide to Custom exchange for th elow: LOCATION A 2029 Division Christi, TX, 78 CONTRACT: 200 Regarding E911 a “VoIP”). Fe e important E9 1; (ii) If you mo ion informatio electrical pow available durin chnical problem and understa ks, LLC / City of “Service Order” TIONS NETWOR his Service Orde s” which are po porated into th nings given to t DBA TX, 78401, USA ACCOUNT NU ‐ mer the servic he one‐time, n n Rd, Corpus 8418, USA 0105 Technol 1 Service. 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All cap CT NAME rlos NATIVE CONTA NCE NUMBER 40 TIAL SERVICE T 60 months a “Service”), a arge (“NRC”), UNITS M U 60 $1,5 TOTA bove do not inc Services d hereunder a require that ervice site add rent physical a ect location inf ess you have a le to make E91 or suspended. ature below (t any (“Provider” ed by Provider’ w.mygrande.co pitalized terms CO Of M Em ACT BU R AC N TERM at the location and the mont RC / UNIT TO M 500.00 $1,50 ALS $90,0 clude applicab re provided by providers of V dress in order ddress, you m formation on f arranged for a 11 calls if there By signing be Ser he “Effective D ”), and the cus ’s “Standard Te om/business/s used but not d ONTACT INFO ffice: obile: 904 860 6 mail: alancarlos@ USINESS PHON CCOUNT SALES Noel Turner ‐ 7 SEGM Govern n(s) set forth b thly recurring s OTAL MRC NRC UN 00.00 $0.00 000.00 le taxes, fees a y Provider’s Int VoIP phone se to deliver acc ust call Provid file; (iii) VoIP se a back‐up pow e is a power ou elow Customer rvice Orde Date”), by and tomer erms and tandard‐terms defined in this 6618 @cctexas.com NE NUMBER S REP 75211 MENT nment below (each, a service charge C / NIT TOTAL NRC 0 $0.00 $0.00 and surcharges ternet Protoco ervices remind curate location er immediately ervices operate wer supply, the utage, networ r indicates tha r s a s s. ol d n y e e k at SERVICE ORDER Grande Communications Networks, LLC / City of Corpus Christi The submission of this Service Order to Customer by Provider does not constitute an offer. Instead, this Service Order will become effective only when both parties have signed it. The date this Service Order is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the Effective Date of this Service Order. \as1\ \ocs1\ Authorized Customer Signature Authorized Provider Signature \an1\ \ocn1\ Printed Name Printed Name \at1\ \oct1\ Title Title \ad1\ \ocd1\ Date Signed Date Signed Sr. Director Business Services 11/10/2020 Ryan Thompson DATE: November 17, 2020 TO: Peter Zanoni, City Manager FROM: David S. Lehfeldt, Director of Solid Waste Services DavidL3@cctexas.com (361) 826-1966 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a one-year supply agreement with Rehrig Pacific Company, for the purchase of refuse and recycling carts for Solid Waste Services in an amount not to exceed $501,858.00; with funding in an estimated amount of $460,000.00 available in the FY 2021 General Fund. SUMMARY: This motion authorizes a one-year supply agreement, through the OMNIA Partners Cooperative Purchasing, to purchase 11,700 carts, consisting of 9,140 brown refuse carts and 2,560 blue recycling carts for Solid Waste Services. Approximately 92%, or an eleven month supply, will be purchased within fiscal year 2021, with the remaining 8% to be budgeted in the fiscal year 2022 annual budget process. BACKGROUND AND FINDINGS: Solid Waste Services provides curbside collection service to about 91,000 accounts for garbage, recycling, heavy bush, and bulky items. Residential garbage is set -out in 96- gallon carts weekly, and recycling is set out every two weeks, for collection. Due to the limited space to store carts, the department staggers the receipt of the carts over a 12 month period to coincide with the demand to issue new and replacement carts. The carts will be distributed to customers who are new, requesting additional containers, and those requesting replacements for damaged and stolen carts. The carts that are damaged and deemed unserviceable are collected and recycled by Solid Waste Services. Supply Agreement for Refuse and Recycling Carts for Solid Waste Services AGENDA MEMORANDUM Action Item for the City Council Meeting November 17, 2020 Beginning in 2019, Solid Waste Services began issuing brown carts in place of green carts for garbage collection. In most major cities, solid waste collection carts are commonly brown for garbage, blue for recycling, and green for organics. By starting the brown cart replacement process now, the City will be better poised to adopt an organics collection program utilizing the industry standard green carts at a future date. Since 2002, the entire city has been on an automated collection program with one-man crews who operate trucks with mechanical arms that pick up and dump into the collection trucks. This system provides faster, safer, and more efficient collection service. This procurement is through the OMNIA Partners Cooperative Purchasing. Contracts awarded through OMNIA Partners Cooperative Purchasing have been competitively procured, in compliance with local and state procurement requirements. The Contracts and Procurement conducted a cost analysis of savings between the cooperative purchase price and the vendor’s list price, which concluded with a $105,812.00 cost savings for overall products. ALTERNATIVES: The alternative to securing a supply agreement would be to purchase refuse and recycling carts on an as needed basis, which would be less efficient, more costly, and would have the potential to adversely impact customer service. FISCAL IMPACT: The fiscal impact for Solid Waste Services in FY 2021 is an estimated amount of $460,000.00 for this one-year supply agreement. The remaining cost will be budgeted in future years through the annual budget process. Funding Detail: Fund: 1020 General Fund Organization/Activity: 12510 Refuse Collection Mission Element: 043 Waste and Brush Collection Project # (CIP Only): N/A Account: 520130 Maintenance and Repairs Cost: $356,000.00 Fund: 1020 General Fund Organization/Activity: 12512 Recycling Collection Mission Element: 032 Recycling Project # (CIP Only): N/A Account: 520130 Maintenance and Repairs Cost: $104,000.00 RECOMMENDATION: Staff recommend approval of this motion authorizing a one-year supply agreement with, Rehrig Pacific Company as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Supply Agreement CITY OF CORPUS CHRISTI PRICE SHEET CONTRACTS AND PROCUREMENT DEPARTMENT REFUSE AND RECYCLING CARTS BUYER: SANDRA RODRIGUEZ FOR SOLID WASTE SERVICES OMNIA PARTERNS 00254 ITEM DESCRIPTION COST QUANTITY EXTENDED PRICE 1 REFUSE CARTS - 95 GALLON ROC LT BROWN (BR20)$42.50 9,140 $388,450.00 2 RECYCLE CARTS - 95 GALLON ROC PEPSI BLUE (BL55) $42.50 2,560 $108,800.00 3 IN MOLD LABEL FOR RECYCLING LIDS $1.80 2,560 $4,608.00 $501,858.00TOTAL REHRIG PACIFIC COMPANY LOS ANGELES, CA Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SUPPLY AGREEMENT NO. 3314 Refuse and Recycling Carts for Solid Waste Services THIS Refuse and Recycling Carts for Solid Waste Services Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and Rehrig Pacific Company (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Refuse and Recycling Carts for Solid Waste Services in response to Request for Bid No. 3314/OMNIA Partners 00254 (“RFB”), which RFB includes the required scope of work and all specifications and which RFB and the Contractor’s bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Refuse and Recycling Carts for Solid Waste in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. “Goods,” “products”, and “supplies”, as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $501,858.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Gabriel Maldonado Department: Solid Waste Operations Phone: 361-826-1986 Email : GabrielM3@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI ”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Contractor until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item’s bid price, must be paid by the Contractor within 30 days of receipt of City’s invoice. DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City’s actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City’s product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City’s City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Gabriel Maldonado Title: Contracts/Funds Administrator Address: 2525 Hygeia, Corpus Christi, TX 78415 Phone: 361-826-1986 IF TO CONTRACTOR: Rehrig Pacific Company Attn: Wes Glakas Title: Environmental Sales Engineer Address: 4010 East 26th St., Los Angeles, CA 90058 Phone: 623-523-9095 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City’s maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by said statute . 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI _________________________________________________ Kim Baker Director of Contracts and Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 3314/ Omia Partners 00254 Exhibit 2: Contractor’s Bid Response DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Wes Glakas 10/21/2020 Environmental Sales Rep ATTACHMENT A: SCOPE OF WORK The Contractor shall supply approximately 9,140 of the 95 Gallon EG Trash Carts ROC LT Brown (BR20) and 2,560 of the 95 Gallon EG Recycling Carts Pepsi Blue (BL55). The Contractor shall be responsible for the manufacturing and delivering of waste carts, recycling carts, cart parts, bins and related products and services. 1. The cart shall be manufactured from high-density polyethylene (HDPE). The HDPE must have a density of 0.947 to 0.968 grams cm3. The melt Index (MI) of the HDPE must be at minimum, 4.0. 2. The cart shall have an ultraviolet (UV) inhibitor to prevent deterioration and shattering. The Ultraviolet inhibitor shall be added at a minimum of 2% by weight, thus ensuring maximum protection from elements. 3. The cart shall be manufactured with a smooth non-textured surface inside and shall have no sharp edges on the outside. 4. The cart shall be manufactured with a narrow width design to fit through a 30-inch door opening. The cart shall be manufactured with a foot operated tilt feature designed in the axle area to facilitate easy tipping. 5. Cart shall be furnished with two (2) plastic molded, minimum 1 ¾” cross- section snap on wheels and each shall be furnished with an inner lock pin made from corrosion resistant material. Cart wheels for the 95/96-gallon carts must have a minimum diameter of 10 inches. 6. Cart shall be furnished with a 5/8-inch minimum solid steel axle with corrosion resistant coating that shall securely attached to body by molded axle retainers. The axle must slide in the cart bottom and must not be exposed to contents inside of the container. Metal attachments are not acceptable. CART MARKING 1. Manufacturer Information: Carts shall permanently be identified with a) manufacturer’s name or trademark b) model c) year and month of manufacture d) manufacturer’s maximum load weight rating e) volumetric capacity 2. Logo: The City logo will be inscribed or hot-stamped in white color on both sides of the body of the cart. Decals, sticker or surface paint are not acceptable. Final art approval is at the discretion of the City. The logo shall be in the shape of a rectangle and sizes shall be per cart size. DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 DELIVERY OF CARTS 1. The Contractor shall make deliveries of waste carts, recycling carts, within 45 calendar days after the date of the purchase order. In cases where the delivery and availability will be delayed, the Contractor shall notify the City within 48 hours from the date of the purchase order. DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Locations: 1000 Raco Court, Lawrenceville, GA 30046 8875 Commerce Dr, DeSoto, KS 66018 625 West Mockingbird Lane, Dallas, TX 75247 7800 100th St, Pleasant Prairie, WI 53158 1738 W. 20th St, Erie, PA 16502 4010 East 26th St, Los Angeles, CA 90058 7452 Presidents Dr, Orlando, FL 32809 Proposal #: CO153 200819 US Communities (OMNIA Partners)Contract Number 00254 City of Corpus Christi 2525 Hygeia Corpus Christi, TX 78469 Name: Tai Apilado Name: Gabriel Maldonado Phone: 361-826-1975 Phone: (361)826-1986 QUANTITY UNIT PRICE EXTENDED PRICE Rollout Cart Type:9,140 $42.50 388,450.00$ Body Color:Lid Color: Wheels / Casters: US Communities Part Number:ROC-95EG Body Artwork: City of Corpus Christi Lid Artwork: Rollout Cart Type:2,560 $42.50 108,800.00$ Body Color:Lid Color: Wheels / Casters: US Communities Part Number:ROC-95EG Body Artwork: City of Corpus Christi Lid Artwork: Recycling Brand and In-Mold Label In-Mold Label for Recycling Lids 2,560 $1.80 4,608.00$ Is Product Taxable? Subtotal = 501,858.00$ Is Freight taxable?Tax on Product = Tax Rate:Truckload Freight Rate = Included Terms:Tax on Freight = Total =501,858.00$ ADDITIONAL INFORMATION: Contract Options: Ship From: Leadtime: Contract Clarification: Warranty: Quote Valid: Taxes: Wes Glakas 10/19/2020 Wes Glakas Date Date Shipping Contact: E-Mail: GabrielM3@cctexas.com 10" Snap on with Intergrated Spacer Proposal City of Corpus Christi 2525 Hygeia Corpus Christi, TX 78469 Ship-to: October 19, 2020 Bill-to: ITEM DESCRIPTION Lt Brown (BR20)Lt Brown (BR20) 95 Gallon EG Trash Cart Billing Contact: Environmental Sales Engineer Cell (623)523-9095 wglakas@rehrig.com E-mail: TaiA@cctexas.com US Communities Net 30 Days All applicable taxes shall be paid by the Buyer unless a proper exemption is provided and validated. Dallas, TX No No Exempt 95 Gallon EG Recycling Cart Pepsi Blue (BL55)Pepsi Blue (BL55) 10" Snap on with Intergrated Spacer To initiate order, please call or send signed proposal via fax or email to Presented By representative. ACCEPTED BY: TBD - Will be determined upon receipt of order 30 Days 10 year unprorated warranty Sign and Print Name Title:_________________________________________________________ PRESENTED BY: ~ Pricing above will hold steady until 11/1/2021 A FAMILY TRADITION OF GROWTH, SERVICE AND INNOVATION Page 1 of 1 ATTACHMENT B: PRICING SCHEDULEDocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I.CONTRACTOR’S LIABILITY INSURANCE A.Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B.Contractor must furnish to the City’s Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI . TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1.Commercial Broad Form 2.Premises – Operations 3.Products/ Completed Operations 4.Contractual Liability 5.Independent Contractors 6.Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1.Owned 2.Hired and Non-Owned 3.Rented/Leased $500,000 Combined Single Limit WORKERS’ COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000 /$500,000 /$500,000 C.In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 II.ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers’ compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers’ compensation coverage provided must be in an amount sufficient to assure that all workers’ compensation obligations incurred by the Contractor will be promptly met. B.Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C.Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: •List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; •Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; •Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and •Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E.Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. Page 2 of 3 DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 F.In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G.Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor’s performance of the work covered under this agreement. H.It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I.It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. BOND REQUIREMENTS: No bonds are required, therefore, Service Agreement 3314, Section 5 Insurance; bond subsection 5 (B) is hereby void. 2020 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 06/08/2020 Risk Management – Legal Dept. Page 3 of 3 DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 Page 1of 1 ATTACHMENT D: WARRANTY REQUIREMENTS The Contractor shall fully guarantee the performance of the carts and warrant carts against defect in materials and workmanship for a minimum of ten (10) years on all carts after the date of acceptance of the product. DocuSign Envelope ID: 87DB2640-C340-4442-83F7-633DA1148665 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 1, 2020 DATE: November 16, 2020 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Richard Martinez, Director of Public Works richardm5@cctexas.com (361) 826-3419 Kim Baker, Director of Contracts and Procurement kimb2@cctexas.com (361) 826-3169 CAPTION: Motion awarding a construction contract to A. Ortiz Construction & Paving for the Residential Street Rebuild Program: Re-Bid Base Bid C in an amount of $5,513,302.03, located Citywide, with FY 2021 funding available from the Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Funds. SUMMARY: This motion approves a construction contract with A. Ortiz Construction & Paving for Re- Bid Base Bid C for the Residential Street Rebuild Program (RSRP). The RSRP bid includes five streets projects with work being conducted on one street located in each Council district. BACKGROUND AND FINDINGS: On November 8, 2016, voters approved the Bond 2016 Proposition 1 for Residential Street Rebuild Program. On March 21, 2017, City Council passed a resolution approving Construction Contract Award Residential Street Rebuild Program Re-Bid Base Bid C (Bond 2018 Proposition 1 & 2) the concepts, direction, and selection criteria for the Residential Street Rebuild Program. Currently, the RSRP project will repair selected citywide residential streets by extending the life and structural integrity of existing pavement through rehabilitation or replacing failed pavement through reconstruction of a pavement section to curre nt City standards with limited sidewalk repairs, ADA ramps, striping, and pavement markings. This contract will include five streets, with one street located in each Council district (Attachment). Bond 2018 RSRP has approved funding for residential streets in the amount of $10.55M. In addition, the Street Department has committed $11M of their 2019 -2020 operational budget, and another $11M from their 2020-2021 budget to the RSRP. The RSRP Construction contracts were developed as Indefinite Delivery Indefinite Quantity contracts with defined construction durations but somewhat indefinite quantities. While unit prices are fixed, actual quantities of work are approximate at the time of bid. Actual quantities are determined with the issuance of Delivery Orders (DOs). The quantities of work required are accurately defined with each deliver order issued. Pricing on the DO is based on the contractor’s bid price for each item of work and actual quantities of work performed. This format allows the construction to proceed in parallel with the design process rather than having to fully flesh out the designs before work can be bid. On May 19, 2020, City Council awarded 3 construction contracts on 5 parts that were bid. Two parts were re-advertised for bid. This item awards one of those parts. Staff is going to re-assess whether an additional contract is required to complete the require scope of work contemplated under the RSRP work plan. PROJECT TIMELINE: 2019 2020 2021 O N D J F M A M J J A S O N D Jan - Dec Design Bid/Re-Bid Construction The project schedule reflects City Council award in November 2020 with anticipated completion in December 2021. COMPETITIVE SOLICITATION PROCESS On August 19, 2020, the City received bids from six bidders. JE Construction Services submitted the lowest bid for Base Bids A and C. Council awarded the Airline Road Bond 2018 project to JE Services on March 31, 2020. Out of concern that construction impacts combined with disruptions from COVID-19 would be overly detrimental to retailers in the corridor, the Notice to Proceed on Airline was delayed until January 2021. JE was subsequently awarded an RSRP contract in May and the Sunnybrook CDBG Sidewalk project in July. With the two new RSRP awards, that would be five projects simultaneously underway. Staff expressed concerns to JE about their ability to execute all of their current projects plus the two new RSRP contracts simultaneously. Staff was considering declaring JE’s latest RSRP bids non-responsive for failure to demonstrate adequate capacity to execute the work. On October 21, 2020 JE Construction Services requested to withdraw their bids on RSRP Re-Bid Base Bid A and C. Since staff was considering declaring JE non- responsive, JE was allowed to withdraw their bids without forfeiting their bid security. JE’s withdrawal makes A. Ortiz Construction & Paving the lowest responsive and responsible bidder for RSRP Re-Bid Base Bids A and C. Due to the cost differential on Base Bid A between Ortiz’ bid and the Engineer’s Opinion of Probable Cost, staff is not recommending awarding that bid at this time. Since Ortiz’ pricing on RSRP Re-Bid Base Bids C was within 2% of the engineer’s estimate, staff is recommending that award. Staff may re-advertise Base Bid A at a later date if additional contracting capacity is required. A summary of the bids is provided below. A. Ortiz Construction & Paving has completed construction projects for the City such as Minor Street Improvement and prior Residential Street Rebuild Program. BID SUMMARY – BASE BID A (Reconstruction) – Bids Rejected CONTRACTOR BASE BID JE Construction Services $5,153,362.45 - Bid Withdrawn A. Ortiz Construction & Paving $7,316,623.43 Tierra Lease Services $7,493,696.00 Mako Contracting No Bid Engineer’s Opinion of Probable Cost $6,554,062.10 BID SUMMARY – BASE BID C (Reconstruction) CONTRACTOR BASE BID JE Construction Services $4,545,534.50 – Bid Withdrawn A. Ortiz Construction & Paving $5,513,302.03 Tierra Lease Service $6,133,588.75 Mako Contracting Incomplete Bid Engineer’s Opinion of Probable Cost $5,423,407.98 ALTERNATIVES: The alternative is not to award construction contracts to A. Ortiz Construction & Paving for Base Bid C. This would delay the project and conflict with City Council’s goal to expedite street projects. FISCAL IMPACT: The fiscal impact in FY 2021 is an amount of $5,513,302.03 with funding available from the Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Funds. Funding Detail: Fund: Residential Street Reconstruction (Fund 1042) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-1042-EXP Amount: $4,308,038.51 Fund: Storm Water (Fund 4532) Mission Elem: Storm Water Drainage (ME 043) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-4532-EXP Amount: $1,064,567.18 Fund: Water (Fund 4099) Mission Elem: Water Distribution System (ME 041) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-4099-EXP Amount: $74,974.44 Fund: Wastewater (Fund 4510) Mission Elem: Wastewater Collection System (ME 042) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-4510-EXP Amount: $31,084.44 Fund: Gas (Fund 4560) Mission Elem: Gas System (ME 022) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-4560-EXP Amount: $34,637.44 RECOMMENDATION: City staff recommends awarding to A. Ortiz Construction & Paving for Re-bid Base Bid C in the amount of $5,513,302.03 for RSRP. LIST OF SUPPORTING DOCUMENTS: Maps Bid Tabs Project List 37 37 181 77 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES RESIDENTIAL STREET REBUILD PROGRAM Project Number: 18164A N RESIDENTIAL STREET REBUILD PROGRAM DISTRICT 5 DISTRICT 4DISTRICT3 DISTRICT 2 DISTRICT 1 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES RESIDENTIAL STREET REBUILD PROGRAM Project Number: 18164AVICINITY MAP NOT TO SCALE CITYWIDE PROJECT BID DATE: Wed., August 19, 2020 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT A - A1 MOBILIZATION (MAX. 5% PART A)LS 1 2,000.00$ 2,000.00$ 6,547.19$ 6,547.19$ 8,000.00$ 8,000.00$ A - A2 BONDS AND INSURANCE AL 1 75,000.00$ 75,000.00$ 155,629.15$ 155,629.15$ 70,000.00$ 70,000.00$ A - A3 STORMWATER POLLUTION PREVENTION PLAN (SWPPP) (PER STREET SEGMENT EXCLUDING SILT FENCE AND INLET PROTECTION)EA 13 1,500.00$ 19,500.00$ 3,000.00$ 39,000.00$ 1,500.00$ 19,500.00$ A - A4 SILT FENCE (FOR SWPPP)LF 500 3.30$ 1,650.00$ 10.00$ 5,000.00$ 6.00$ 3,000.00$ A - A5 INLET PROTECTION (FOR SWPPP)EA 43 200.00$ 8,600.00$ 150.00$ 6,450.00$ 200.00$ 8,600.00$ A - A6 OZONE ACTION DAYS DAY 13 12.00$ 156.00$ 1.00$ 13.00$ 100.00$ 1,300.00$ A - A7 TRAFFIC CONTROL (PLAN PREPARATION)EA 13 2,000.00$ 26,000.00$ 4,000.00$ 52,000.00$ 1,700.00$ 22,100.00$ A - A8 TRAFFIC CONTROL (MOBILIZATION, IMPLEMENTATION, AND ADJUSTMENTS)MO 35 2,000.00$ 70,000.00$ 1,000.00$ 35,000.00$ 1,800.00$ 63,000.00$ A - A9 DOOR HANGERS, PRINTED AND DELIVERED (2 PER RESIDENCE)EA 604 1.30$ 785.20$ 7.50$ 4,530.00$ 6.00$ 3,624.00$ A - A10 ALLOWANCES FOR UNANTICIPATED GENERAL ACTIVITIES AL 1 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 213,691.20$ 314,169.34$ 209,124.00$ NO BID A - B1 MOBILIZATION (MAX. 5% PART B)LS 1 96,000.00$ 96,000.00$ 195,210.36$ 195,210.36$ 215,000.00$ 215,000.00$ A - B2 REMOVAL AND DISPOSAL OF EXISTING TOP LAYER OF PAVEMENT ASPHALT (0-2 INCH)SY 36413 2.60$ 94,673.80$ 4.00$ 145,652.00$ 3.00$ 109,239.00$ A - B3 REHABILITATION - REMOVAL AND DISPOSAL OF EXISTING TOP LAYER OF PAVEMENT ASPHALT OR BASE SY-IN 0 -$ -$ 4.00$ -$ -$ -$ A - B4 REHABILITATION - SURFACE PREPARATION SY 0 -$ -$ 8.00$ -$ -$ -$ A - B5 1.5 INCH HMAC (TYPE D)SY 0 -$ -$ 19.00$ -$ -$ -$ A - B6 2 INCH HMAC (TYPE D)SY 36413 15.50$ 564,401.50$ 20.00$ 728,260.00$ 16.75$ 609,917.75$ 3636 S Alameda, #B153 CC, TX 78411 REBID "A" - PROJECT NO 18164A 102 Airport Rd 311 S Sunset Strip A ORTIZ CONSTR & PAVING TIERRA LEASE SERVICE TABULATION OF BIDS CITY OF CORPUS CHRISTI, TEXAS - CONTRACTS AND PROCUREMENT DEPT. MAKO CONTRACTING PART B - STREET IMPROVEMENTS RESIEDENTIAL STREET REBUILD PROGRAM #JE CONSTRUCTION SERVICES 7505 UpRiver Rd CC, TX 78409 CC, TX 78405 Kennedy, TX 78119 PART A - GENERAL SUBTOTAL PART A - GENERAL Page 1 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT 3636 S Alameda, #B153 CC, TX 78411 REBID "A" - PROJECT NO 18164A 7505 UpRiver Rd 102 Airport Rd 311 S Sunset Strip A ORTIZ CONSTR & PAVING TIERRA LEASE SERVICE MAKO CONTRACTINGRESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES CC, TX 78409 CC, TX 78405 Kennedy, TX 78119 A - B7 3 INCH HMAC (TYPE D)SY 2667 22.00$ 58,674.00$ 25.00$ 66,675.00$ 25.00$ 66,675.00$ A - B8 PRIME COAT, MC-30 (0.20 GAL/SY)GAL 7283 4.00$ 29,132.00$ 5.00$ 36,415.00$ 6.75$ 49,160.25$ A - B9 ( 2)SY-IN 243608 2.50$ 609,020.00$ 4.00$ 974,432.00$ 3.75$ 913,530.00$ A - B10 TENSAR GEOGRID (TX5)SY 6697 4.50$ 30,136.50$ 6.00$ 40,182.00$ 5.00$ 33,485.00$ A - B11 8 INCH LIME STABILIZED SUBGRADE SY 37846 10.50$ 397,383.00$ 18.00$ 681,228.00$ 17.25$ 652,843.50$ A - B12 12 INCH MOISTURE CONDITIONED COMPACTED SUBGRADE SY 36413 3.00$ 109,239.00$ 5.00$ 182,065.00$ 3.50$ 127,445.50$ A - B13 REHABILITATION - 8 INCH LIME TREATED BASE AND SUBGRADE SY 0 -$ -$ 15.00$ -$ -$ -$ A - B14 REHABILITATION - CEMENT TREATED BASE AND SUBGRADE (MIN 4")SY-IN 0 -$ -$ 18.00$ -$ -$ -$ A - B15 RECONSTRUCTION - STREET EXCAVATION (0- 12 INCH)SY 36413 5.50$ 200,271.50$ 10.00$ 364,130.00$ 14.00$ 509,782.00$ A - B16 RECONSTRUCTION - STREET EXCAVATION (12- 24 INCH)SY 6509 10.50$ 68,344.50$ 10.00$ 65,090.00$ 20.00$ 130,180.00$ A - B17 REHABILITATION - FULL DEPTH REPAIR SY 267 42.00$ 11,214.00$ 30.00$ 8,010.00$ 50.00$ 13,350.00$ A - B18 PAVEMENT REPAIR SF 596 14.00$ 8,344.00$ 6.00$ 3,576.00$ 25.00$ 14,900.00$ A - B19 RAISED PAVEMENT MARKERS (TYPE II-B-B) (FIRE HYDRANT MARKING)EA 12 33.00$ 396.00$ 10.00$ 120.00$ 28.00$ 336.00$ A - B20 CONCRETE DRIVEWAY DEMOLITION SF 37628 4.00$ 150,512.00$ 6.00$ 225,768.00$ 5.25$ 197,547.00$ A - B21 6-INCH CONCRETE DRIVEWAY SF 39925 8.00$ 319,400.00$ 9.00$ 359,325.00$ 13.50$ 538,987.50$ A - B22 ADJUSTMENT OF EXISTING MANHOLE RING\COVER IN ROADWAY (SEWER, STORM)EA 18 900.00$ 16,200.00$ 1,500.00$ 27,000.00$ 2,800.00$ 50,400.00$ A - B23 ADJUSTMENT OF EXISTING VALVE BOX (WATER, GAS)EA 2 600.00$ 1,200.00$ 750.00$ 1,500.00$ 1,100.00$ 2,200.00$ A - B24 SPEED TABLE/SPEED HUMP EA 3 5,000.00$ 15,000.00$ 4,250.00$ 12,750.00$ 6,200.00$ 18,600.00$ A - B25 REMOVE EXISTING CHAIN LINK FENCE AND REPLACE WITH NEW LF 180 26.00$ 4,680.00$ 20.00$ 3,600.00$ 28.00$ 5,040.00$ A - B26 REMOVE EXISTING WOODEN FENCE AND REPLACE WITH NEW LF 100 26.00$ 2,600.00$ 20.00$ 2,000.00$ 23.00$ 2,300.00$ A - B27 NEW REGULATORY SIGNAGE EA 82 165.00$ 13,530.00$ 200.00$ 16,400.00$ 140.00$ 11,480.00$ A - B28 NEW STREET BLADE NAME SIGNS EA 86 200.00$ 17,200.00$ 250.00$ 21,500.00$ 165.00$ 14,190.00$ Page 2 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT 3636 S Alameda, #B153 CC, TX 78411 REBID "A" - PROJECT NO 18164A 7505 UpRiver Rd 102 Airport Rd 311 S Sunset Strip A ORTIZ CONSTR & PAVING TIERRA LEASE SERVICE MAKO CONTRACTINGRESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES CC, TX 78409 CC, TX 78405 Kennedy, TX 78119 A - B29 RELOCATION OF EXISTING SIGNAGE EA 10 330.00$ 3,300.00$ 300.00$ 3,000.00$ 275.00$ 2,750.00$ A - B30 REMOVAL OF EXISTING SIGNAGE EA 75 72.00$ 5,400.00$ 100.00$ 7,500.00$ 60.00$ 4,500.00$ A - B31 SIGN SUPPORT ASSEMBLY (WEDGE ANCHOR STEEL SYSTEM)EA 64 230.00$ 14,720.00$ 250.00$ 16,000.00$ 195.00$ 12,480.00$ A - B32 SIGN SUPPORT ASSEMBLY (TRIANGULAR SLIPBASE SYSTEM)EA 10 400.00$ 4,000.00$ 400.00$ 4,000.00$ 325.00$ 3,250.00$ A - B33 REMOVE AND REPLACE EXISTING MAILBOX EA 41 250.00$ 10,250.00$ 250.00$ 10,250.00$ 215.00$ 8,815.00$ A - B34 SODDING, CLEARING AND GRADING SY 6283 13.00$ 81,679.00$ 15.00$ 94,245.00$ 15.00$ 94,245.00$ A - B35 WATER SERVICE LINE ADJUSTMENTS LF 699 61.00$ 42,639.00$ 40.00$ 27,960.00$ 45.00$ 31,455.00$ A - B36 TYPE 'C' PREFABRICATED STOP BAR STRIPING (24-INCH)LF 98 23.00$ 2,254.00$ 20.00$ 1,960.00$ 20.00$ 1,960.00$ A - B37 TYPE 1 REFLECTIVE PAVEMENT MARKING (YELLOW) (SOLID) (4-INCH)LF 100 2.50$ 250.00$ 2.00$ 200.00$ 2.25$ 225.00$ A - B38 RAISED PAVEMENT MARKERS (TYPE II-A-A)EA 10 26.00$ 260.00$ 15.00$ 150.00$ 22.25$ 222.50$ A - B39 ALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS AL 1 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ A - B40 SINGLE COURSE SURFACE TREATMENT SY 36413 4.00$ 145,652.00$ 5.00$ 182,065.00$ 5.00$ 182,065.00$ 3,152,955.80$ 4,533,218.36$ 4,653,556.00$ NO BID A - C1 MOBILIZATION (MAX. 5% PART C)LS 1 4,000.00$ 4,000.00$ 40,171.73$ 40,171.73$ 35,000.00$ 35,000.00$ A - C2 4-INCH CONCRETE SIDEWALK SF 56190 7.03$ 395,015.70$ 8.00$ 449,520.00$ 8.75$ 491,662.50$ A - C3 SIDEWALK DEMOLITION SF 51545 2.65$ 136,594.25$ 5.00$ 257,725.00$ 4.50$ 231,952.50$ A - C4 CONCRETE CURB RAMP SF 5825 17.00$ 99,025.00$ 25.00$ 145,625.00$ 17.00$ 99,025.00$ A - C5 CURB RAMP DEMOLITION SF 5675 3.50$ 19,862.50$ 5.00$ 28,375.00$ 9.00$ 51,075.00$ A - C6 TYPE 'C' PREFABRICATED CROSSWALK STRIPING (12-INCH)LF 0 -$ -$ 25.00$ -$ -$ -$ A - C7 TYPE 'C' PREFABRICATED CROSSWALK STRIPING (24-INCH)LF 573 23.00$ 13,179.00$ 20.00$ 11,460.00$ 20.00$ 11,460.00$ 667,676.45$ 932,876.73$ 920,175.00$ NO BID A - D1 MOBILIZATION (MAX. 5% PART D)LS 1 $ 4,000.00 4,000.00$ 62,038.35$ 62,038.35$ 60,000.00$ 60,000.00$ PART D - DRAINAGE IMPROVEMENTS SUBTOTAL PART C - ADA IMPROVEMENTS SUBTOTAL PART B - STREET IMPROVEMENTS PART C - ADA IMPROVEMENTS Page 3 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT 3636 S Alameda, #B153 CC, TX 78411 REBID "A" - PROJECT NO 18164A 7505 UpRiver Rd 102 Airport Rd 311 S Sunset Strip A ORTIZ CONSTR & PAVING TIERRA LEASE SERVICE MAKO CONTRACTINGRESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES CC, TX 78409 CC, TX 78405 Kennedy, TX 78119 A - D2 DEMOLITION OF EXISTING INLET (0 - 5 FEET DEEP)EA 2 $ 1,400.00 2,800.00$ 1,500.00$ 3,000.00$ 1,500.00$ 3,000.00$ A - D3 EXISTING CURB INLET TOP ADJUSTMENT (REMOVE AND REPLACE, 5' THROAT TYP.)EA 35 $ 1,500.00 52,500.00$ 1,500.00$ 52,500.00$ 3,600.00$ 126,000.00$ A - D4 NEW CURB INLET (5' THROAT OPENING) (I.D. 3.5' X 5') 0 - 5 FEET DEEP EA 9 $ 5,000.00 45,000.00$ 4,500.00$ 40,500.00$ 6,000.00$ 54,000.00$ A - D5 NEW CURB INLET (5' THROAT OPENING) (I.D. 4.5' X 5') 5 - 10 FEET DEEP EA 4 $ 5,500.00 22,000.00$ 8,000.00$ 32,000.00$ 7,000.00$ 28,000.00$ A - D6 NEW CURB INLET EXTENSION (5' THROAT OPENING) (I.D. 2' X 5') EA 2 $ 2,700.00 5,400.00$ 2,000.00$ 4,000.00$ 5,000.00$ 10,000.00$ A - D7 NEW 4-INCH CURB AND GUTTER LF 500 $ 28.00 14,000.00$ 24.00$ 12,000.00$ 45.00$ 22,500.00$ A - D8 NEW 6-INCH CURB AND GUTTER LF 24389 $ 23.00 560,947.00$ 27.00$ 658,503.00$ 33.00$ 804,837.00$ A - D9 TYPE 'B' STORM MANHOLE (I.D. 4'X4') 0 - 5 FEET DEEP EA 1 $ 7,900.00 7,900.00$ 6,200.00$ 6,200.00$ 9,000.00$ 9,000.00$ A - D10 TYPE 'C' STORM MANHOLE (I.D. 4'X4') 5 - 7 FEET DEEP EA 1 $ 11,000.00 11,000.00$ 7,500.00$ 7,500.00$ 9,000.00$ 9,000.00$ A - D11 CURB & GUTTER DEMOLITION (4-INCH, 6-INCH AND DRIVEWAY)LF 24389 $ 4.00 97,556.00$ 7.00$ 170,723.00$ 8.00$ 195,112.00$ A - D12 VALLEY GUTTER SF 2190 $ 9.00 19,710.00$ 15.00$ 32,850.00$ 20.00$ 43,800.00$ A - D13 VALLEY GUTTER DEMOLITION SF 2190 $ 6.00 13,140.00$ 5.00$ 10,950.00$ 11.00$ 24,090.00$ A - D14 18-INCH ARCH REINFORCED CONCRETE PIPE (CLASS IV)LF 581 $ 217.00 126,077.00$ 300.00$ 174,300.00$ 225.00$ 130,725.00$ A - D15 18-INCH REINFORCED CONCRETE PIPE (CLASS III)LF 458 $ 107.00 49,006.00$ 150.00$ 68,700.00$ 105.00$ 48,090.00$ A - D16 24-INCH ARCH REINFORCED CONCRETE PIPE (CLASS III)LF 30 $ 280.00 8,400.00$ 350.00$ 10,500.00$ 220.00$ 6,600.00$ A - D17 CONCRETE COLLAR (18-24 INCH PIPE)EA 3 $ 350.00 1,050.00$ 1,500.00$ 4,500.00$ 1,400.00$ 4,200.00$ A - D18 CONCRETE COLLAR (36 INCH PIPE)EA 8 $ 350.00 2,800.00$ 2,000.00$ 16,000.00$ 1,550.00$ 12,400.00$ A - D19 REMOVAL OF REINFORCED CONCRETE PIPE (12 - 15 INCH)LF 30 $ 11.00 330.00$ 100.00$ 3,000.00$ 44.00$ 1,320.00$ A - D20 REMOVAL OF REINFORCED CONCRETE PIPE (18 - 24 INCH)LF 30 $ 23.00 690.00$ 100.00$ 3,000.00$ 44.00$ 1,320.00$ Page 4 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT 3636 S Alameda, #B153 CC, TX 78411 REBID "A" - PROJECT NO 18164A 7505 UpRiver Rd 102 Airport Rd 311 S Sunset Strip A ORTIZ CONSTR & PAVING TIERRA LEASE SERVICE MAKO CONTRACTINGRESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES CC, TX 78409 CC, TX 78405 Kennedy, TX 78119 A - D21 REMOVAL OF REINFORCED CONCRETE PIPE (36 INCH)LF 24 $ 40.00 960.00$ 100.00$ 2,400.00$ 44.00$ 1,056.00$ A - D22 TRENCH SAFETY FOR STORMWATER LINES (0 - 5 FEET DEEP)LF 503 $ 3.00 1,509.00$ 28.00$ 14,084.00$ 11.00$ 5,533.00$ A - D23 TRENCH SAFETY FOR STORMWATER LINES (5 - 10 FEET DEEP)LF 514 $ 6.00 3,084.00$ 30.00$ 15,420.00$ 17.00$ 8,738.00$ A - D24 TRENCH SAFETY FOR STORMWATER INLETS/ TYPE 'B' MANHOLE (0 - 5 FEET DEEP)EA 12 $ 130.00 1,560.00$ 1,500.00$ 18,000.00$ 125.00$ 1,500.00$ A - D25 TRENCH SAFETY FOR STORMWATER INLETS/ TYPE 'C' MANHOLE (5 - 10 FEET DEEP)EA 4 $ 200.00 800.00$ 2,000.00$ 8,000.00$ 550.00$ 2,200.00$ A - D26 ALLOWANCE FOR UNANTICIPATED STORM WATER IMPROVEMENTS AL 1 $ 10,000.00 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 1,062,219.00$ 1,440,668.35$ 1,623,021.00$ NO BID A - E1 MOBILIZATION (MAX. 5% PART E)LS 1 $ 2,000.00 2,000.00$ 3,836.25$ 3,836.25$ 1,500.00$ 1,500.00$ A - E2 6-INCH OR 8-INCH A.C.P. WATERLINE TO BE REMOVED AND DISPOSED LF 30 $ 90.00 2,700.00$ 200.00$ 6,000.00$ 110.00$ 3,300.00$ A - E3 6-INCH OR 8-INCH A.C.P. TO D.I. COUPLINGS EA 4 $ 330.00 1,320.00$ 750.00$ 3,000.00$ 1,100.00$ 4,400.00$ A - E4 6-INCH WATERLINE ADJUSTMENT EA 2 $ 4,000.00 8,000.00$ 6,000.00$ 12,000.00$ 6,100.00$ 12,200.00$ A - E5 8-INCH WATERLINE ADJUSTMENT EA 2 $ 4,100.00 8,200.00$ 6,750.00$ 13,500.00$ 6,700.00$ 13,400.00$ A - E6 FIRE HYDRANT ASSEMBLY TYPE 1 (INCLUDES MAIN LINE FITTING)EA 4 $ 5,000.00 20,000.00$ 9,000.00$ 36,000.00$ 8,300.00$ 33,200.00$ A - E7 FIRE HYDRANT ASSEMBLY TYPE 2 (INCLUDES MAIN LINE FITTING)EA 1 $ 5,100.00 5,100.00$ 9,750.00$ 9,750.00$ 8,300.00$ 8,300.00$ A - E8 ALLOWANCE FOR UNANTICIPATED WATER IMPROVEMENTS AL 1 $ 5,000.00 5,000.00$ $ 5,000.00 5,000.00$ $ 5,000.00 5,000.00$ 52,320.00$ 89,086.25$ 81,300.00$ NO BID A - F1 MOBILIZATION (MAX. 5% PART F)LS 1 $ 50.00 50.00$ 90.00$ 90.00$ 50.00$ 50.00$ SUBTOTAL PART D - DRAINAGE IMPROVEMENTS PART E - WATER IMPROVEMENTS SUBTOTAL PART E - WATER IMPROVEMENTS PART F - WASTEWATER IMPROVEMENTS Page 5 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT 3636 S Alameda, #B153 CC, TX 78411 REBID "A" - PROJECT NO 18164A 7505 UpRiver Rd 102 Airport Rd 311 S Sunset Strip A ORTIZ CONSTR & PAVING TIERRA LEASE SERVICE MAKO CONTRACTINGRESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES CC, TX 78409 CC, TX 78405 Kennedy, TX 78119 A - F2 ALLOWANCE FOR UNANTICIPATED WASTEWATER IMPROVEMENTS AL 1 $ 2,000.00 2,000.00$ $ 2,000.00 2,000.00$ $ 2,000.00 2,000.00$ 2,050.00$ 2,090.00$ 2,050.00$ NO BID A - G1 MOBILIZATION (MAX. 5% PART G)LS 1 50.00$ 50.00$ 194.40$ 194.40$ 150.00$ 150.00$ A - G2 EXCAVATION, BACKFILL AND COMPACTION OF TRENCH FOR GAS LINE (ADJUSTMENT TO BE COMPLETED BY THE CITY GAS DEPARTMENT)LF 48 50.00$ 2,400.00$ 90.00$ 4,320.00$ 90.00$ 4,320.00$ 2,450.00$ 4,514.40$ 4,470.00$ 5,153,362.45$ 7,316,623.43$ 7,493,696.00$ NO BID PART G - GAS SYSTEMS IMPROVEMENTS SUBTOTAL PART G - GAS SYSTEM IMPROVEMENTS TOTAL BASE BID - (PARTS A THRU G) SUBTOTAL PART F - WASTEWTR IMPROVEMENTS Page 6 of 6 BID DATE: Wed., August 19, 2020 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT C - A1 MOBILIZATION (MAX. 5% PART A)LS 1 $ 2,200.00 2,200.00$ 3,544.20$ 3,544.20$ 5,000.00$ 5,000.00$ 20,000.00$ 20,000.00$ C - A2 BONDS AND INSURANCE AL 1 $ 67,000.00 67,000.00$ 129,218.02$ 129,218.02$ 60,000.00$ 60,000.00$ 140,000.00$ 140,000.00$ C - A3 STORMWATER POLLUTION PREVENTION PLAN (SWPPP) (PER STREET SEGMENT EXCLUDING SILT FENCE AND INLET PROTECTION)EA 5 $ 1,500.00 7,500.00$ 2,500.00$ 12,500.00$ 1,500.00$ 7,500.00$ 25,000.00$ 125,000.00$ C - A4 SILT FENCE (FOR SWPPP)LF 1030 $ 3.50 3,605.00$ 10.00$ 10,300.00$ 6.00$ 6,180.00$ 4.25$ 4,377.50$ C - A5 INLET PROTECTION (FOR SWPPP)EA 25 $ 200.00 5,000.00$ 150.00$ 3,750.00$ 200.00$ 5,000.00$ 125.00$ 3,125.00$ C - A6 OZONE ACTION DAYS DAY 5 $ 13.00 65.00$ 1.00$ 5.00$ 100.00$ 500.00$ 1.00$ 5.00$ C - A7 TRAFFIC CONTROL (PLAN PREPARATION)EA 5 $ 2,200.00 11,000.00$ 4,000.00$ 20,000.00$ 1,700.00$ 8,500.00$ 10,000.00$ 50,000.00$ C - A8 TRAFFIC CONTROL (MOBILIZATION, IMPLEMENTATION, AND ADJUSTMENTS)MO 20 $ 2,000.00 40,000.00$ 1,000.00$ 20,000.00$ 2,000.00$ 40,000.00$ 5,000.00$ 100,000.00$ C - A9 DOOR HANGERS, PRINTED AND DELIVERED (2 PER RESIDENCE)EA 294 $ 1.50 441.00$ 7.50$ 2,205.00$ 6.00$ 1,764.00$ 5.00$ 1,470.00$ C - A10 ALLOWANCES FOR UNANTICIPATED GENERAL ACTIVITIES AL 1 $ 10,000.00 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 146,811.00$ 211,522.22$ 144,444.00$ 453,977.50$ C - B1 MOBILIZATION (MAX. 5% PART B)LS 1 $ 102,000.00 102,000.00$ 150,288.35$ 150,288.35$ 175,000.00$ 175,000.00$ 228,000.00$ 228,000.00$ C - B2 REMOVAL AND DISPOSAL OF EXISTING TOP LAYER OF PAVEMENT ASPHALT (0-2 INCH)SY 32298 $ 2.70 87,204.60$ 3.50$ 113,043.00$ 3.00$ 96,894.00$ 7.00$ 226,086.00$ C - B3 REHABILITATION - REMOVAL AND DISPOSAL OF EXISTING TOP LAYER OF PAVEMENT ASPHALT OR BASE SY-IN 0 $- -$ 3.00$ -$ -$ -$ -$ -$ C - B4 REHABILITATION - SURFACE PREPARATION SY 0 $- -$ 8.00$ -$ -$ -$ -$ -$ C - B5 1.5 INCH HMAC (TYPE D)SY 0 $- -$ 18.00$ -$ -$ -$ -$ -$ C - B6 2 INCH HMAC (TYPE D)SY 32298 $ 15.80 510,308.40$ 18.50$ 597,513.00$ 16.75$ 540,991.50$ 26.00$ 839,748.00$ C - B7 3 INCH HMAC (TYPE D)SY 2667 $ 23.00 61,341.00$ 22.00$ 58,674.00$ 25.00$ 66,675.00$ 33.00$ 88,011.00$ TABULATION OF BIDS CITY OF CORPUS CHRISTI, TEXAS - CONTRACTS AND PROCUREMENT DEPT. RESIEDENTIAL STREET REBUILD PROGRAM TIERRA LEASE SERVICE *MAKO CONTRACTINGA. ORTIZ CONSTR & PAVING REBID "C" - PROJECT NO 18164A 311 S Sunset Strip 3636 S Alameda, #B153 #JE CONSTRUCTION SERVICES 7505 UpRiver Rd CC, TX 78409 Kennedy, TX 78119 CC, TX 78411 PART A - GENERAL SUBTOTAL PART A - GENERAL PART B - STREET IMPROVEMENTS 102 Airport Rd CC, TX 78405 Page 1 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT RESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES TIERRA LEASE SERVICE *MAKO CONTRACTINGA. ORTIZ CONSTR & PAVING REBID "C" - PROJECT NO 18164A 7505 UpRiver Rd 311 S Sunset Strip 3636 S Alameda, #B153 CC, TX 78409 Kennedy, TX 78119 CC, TX 78411 102 Airport Rd CC, TX 78405 C - B8 PRIME COAT, MC-30 (0.20 GAL/SY)GAL 6460 $ 4.20 27,132.00$ 5.00$ 32,300.00$ 6.75$ 43,605.00$ 7.00$ 45,220.00$ C - B9 ( 2)SY-IN 196454 $ 2.60 510,780.40$ 3.50$ 687,589.00$ 3.75$ 736,702.50$ 4.25$ 834,929.50$ C - B10 TENSAR GEOGRID (TX5)SY 2000 $ 5.20 10,400.00$ 5.00$ 10,000.00$ 5.00$ 10,000.00$ 4.25$ 8,500.00$ C - B11 8 INCH LIME STABILIZED SUBGRADE SY 38541 $ 12.00 462,492.00$ 14.00$ 539,574.00$ 17.25$ 664,832.25$ 22.00$ 847,902.00$ C - B12 12 INCH MOISTURE CONDITIONED COMPACTED SUBGRADE SY 32298 $ 3.00 96,894.00$ 4.00$ 129,192.00$ 3.50$ 113,043.00$ 4.00$ 129,192.00$ C - B13 REHABILITATION - 8 INCH LIME TREATED BASE AND SUBGRADE SY 0 $- -$ 15.00$ -$ -$ -$ -$ -$ C - B14 REHABILITATION - CEMENT TREATED BASE AND SUBGRADE (MIN 4")SY-IN 0 $- -$ 18.00$ -$ -$ -$ -$ -$ C - B15 RECONSTRUCTION - STREET EXCAVATION (0- 12 INCH)SY 32298 $ 6.00 193,788.00$ 8.50$ 274,533.00$ 14.00$ 452,172.00$ 12.00$ 387,576.00$ C - B16 RECONSTRUCTION - STREET EXCAVATION (12- 24 INCH)SY 4781 $ 11.00 52,591.00$ 10.00$ 47,810.00$ 20.00$ 95,620.00$ 21.00$ 100,401.00$ C - B17 REHABILITATION - FULL DEPTH REPAIR SY 0 $- -$ 30.00$ -$ -$ -$ -$ -$ C - B18 PAVEMENT REPAIR SF 387 $ 15.00 5,805.00$ 6.00$ 2,322.00$ 25.00$ 9,675.00$ 50.00$ 19,350.00$ C - B19 RAISED PAVEMENT MARKERS (TYPE II-B-B) (FIRE HYDRANT MARKING)EA 12 $ 35.00 420.00$ 10.00$ 120.00$ 28.00$ 336.00$ 24.00$ 288.00$ C - B20 CONCRETE DRIVEWAY DEMOLITION SF 24903 $ 5.00 124,515.00$ 6.00$ 149,418.00$ 5.25$ 130,740.75$ -$ C - B21 6-INCH CONCRETE DRIVEWAY SF 24492 $ 9.00 220,428.00$ 9.00$ 220,428.00$ 13.50$ 330,642.00$ -$ C - B22 ADJUSTMENT OF EXISTING MANHOLE RING\COVER IN ROADWAY (SEWER, STORM)EA 25 $ 1,000.00 25,000.00$ 1,500.00$ 37,500.00$ 2,800.00$ 70,000.00$ -$ C - B23 ADJUSTMENT OF EXISTING VALVE BOX (WATER, GAS)EA 8 $ 650.00 5,200.00$ 750.00$ 6,000.00$ 1,100.00$ 8,800.00$ -$ C - B24 SPEED TABLE/SPEED HUMP EA 3 $ 5,300.00 15,900.00$ 4,250.00$ 12,750.00$ 6,200.00$ 18,600.00$ -$ C - B25 REMOVE EXISTING CHAIN LINK FENCE AND REPLACE WITH NEW LF 100 $ 28.00 2,800.00$ 20.00$ 2,000.00$ 28.00$ 2,800.00$ -$ C - B26 REMOVE EXISTING WOODEN FENCE AND REPLACE WITH NEW LF 100 $ 28.00 2,800.00$ 20.00$ 2,000.00$ 23.00$ 2,300.00$ -$ C - B27 NEW REGULATORY SIGNAGE EA 125 $ 170.00 21,250.00$ 200.00$ 25,000.00$ 140.00$ 17,500.00$ -$ C - B28 NEW STREET BLADE NAME SIGNS EA 102 $ 210.00 21,420.00$ 250.00$ 25,500.00$ 165.00$ 16,830.00$ -$ C - B29 RELOCATION OF EXISTING SIGNAGE EA 10 $ 350.00 3,500.00$ 300.00$ 3,000.00$ 275.00$ 2,750.00$ -$ Page 2 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT RESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES TIERRA LEASE SERVICE *MAKO CONTRACTINGA. ORTIZ CONSTR & PAVING REBID "C" - PROJECT NO 18164A 7505 UpRiver Rd 311 S Sunset Strip 3636 S Alameda, #B153 CC, TX 78409 Kennedy, TX 78119 CC, TX 78411 102 Airport Rd CC, TX 78405 C - B30 REMOVAL OF EXISTING SIGNAGE EA 95 $ 77.00 7,315.00$ 100.00$ 9,500.00$ 60.00$ 5,700.00$ -$ C - B31 SIGN SUPPORT ASSEMBLY (WEDGE ANCHOR STEEL SYSTEM)EA 86 $ 250.00 21,500.00$ 250.00$ 21,500.00$ 195.00$ 16,770.00$ -$ C - B32 SIGN SUPPORT ASSEMBLY (TRIANGULAR SLIPBASE SYSTEM)EA 9 $ 400.00 3,600.00$ 400.00$ 3,600.00$ 325.00$ 2,925.00$ -$ C - B33 REMOVE AND REPLACE EXISTING MAILBOX EA 10 $ 270.00 2,700.00$ 250.00$ 2,500.00$ 215.00$ 2,150.00$ -$ C - B34 SODDING, CLEARING AND GRADING SY 5341 $ 14.00 74,774.00$ 15.00$ 80,115.00$ 15.00$ 80,115.00$ -$ C - B35 WATER SERVICE LINE ADJUSTMENTS LF 1370 $ 65.00 89,050.00$ 40.00$ 54,800.00$ 45.00$ 61,650.00$ -$ C - B36 TYPE 'C' PREFABRICATED STOP BAR STRIPING (24-INCH)LF 132 $ 25.00 3,300.00$ 20.00$ 2,640.00$ 20.00$ 2,640.00$ -$ C - B37 TYPE 1 REFLECTIVE PAVEMENT MARKING (YELLOW) (SOLID) (4-INCH)LF 1060 $ 2.80 2,968.00$ 2.00$ 2,120.00$ 2.25$ 2,385.00$ -$ C - B38 RAISED PAVEMENT MARKERS (TYPE II-A-A)EA 14 $ 28.00 392.00$ 15.00$ 210.00$ 22.25$ 311.50$ -$ C - B39 ALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS AL 1 $ 25,000.00 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ -$ C - B40 SINGLE COURSE SURFACE TREATMENT SY 32298 $ 4.00 129,192.00$ 5.00$ 161,490.00$ 5.50$ 177,639.00$ -$ 2,923,760.40$ 3,490,029.35$ 3,983,794.50$ C - C1 MOBILIZATION (MAX. 5% PART C)LS 1 4,000.00$ 4,000.00$ 32,254.22$ 32,254.22$ 30,000.00$ 30,000.00$ -$ C - C2 4-INCH CONCRETE SIDEWALK SF 40579 7.50$ 304,342.50$ 7.50$ 304,342.50$ 8.75$ 355,066.25$ -$ C - C3 SIDEWALK DEMOLITION SF 38982 2.80$ 109,149.60$ 4.00$ 155,928.00$ 4.50$ 175,419.00$ -$ C - C4 CONCRETE CURB RAMP SF 8115 17.80$ 144,447.00$ 25.00$ 202,875.00$ 17.00$ 137,955.00$ -$ C - C5 CURB RAMP DEMOLITION SF 8115 4.00$ 32,460.00$ 5.00$ 40,575.00$ 9.00$ 73,035.00$ -$ C - C6 TYPE 'C' PREFABRICATED CROSSWALK STRIPING (12-INCH)LF 140 25.00$ 3,500.00$ 25.00$ 3,500.00$ 10.00$ 1,400.00$ -$ C - C7 TYPE 'C' PREFABRICATED CROSSWALK STRIPING (24-INCH)LF 477 25.00$ 11,925.00$ 20.00$ 9,540.00$ 20.00$ 9,540.00$ -$ 609,824.10$ 749,014.72$ 782,415.25$ C - D1 MOBILIZATION (MAX. 5% PART D)LS 1 $ 4,000.00 4,000.00$ 43,450.74$ 43,450.74$ 45,000.00$ 45,000.00$ -$ C - D2 DEMOLITION OF EXISTING INLET (0 - 5 FEET DEEP)EA 2 $ 1,400.00 2,800.00$ 1,500.00$ 3,000.00$ 1,500.00$ 3,000.00$ -$ SUBTOTAL PART C - ADA IMPROVEMENTS SUBTOTAL PART B - STREET IMPROVEMENTS PART C - ADA IMPROVEMENTS PART D - DRAINAGE IMPROVEMENTS Page 3 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT RESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES TIERRA LEASE SERVICE *MAKO CONTRACTINGA. ORTIZ CONSTR & PAVING REBID "C" - PROJECT NO 18164A 7505 UpRiver Rd 311 S Sunset Strip 3636 S Alameda, #B153 CC, TX 78409 Kennedy, TX 78119 CC, TX 78411 102 Airport Rd CC, TX 78405 C - D3 EXISTING CURB INLET TOP ADJUSTMENT (REMOVE AND REPLACE, 5' THROAT TYP.)EA 23 $ 1,600.00 36,800.00$ 1,500.00$ 34,500.00$ 3,600.00$ 82,800.00$ -$ C - D4 NEW CURB INLET (5' THROAT OPENING) (I.D. 3.5' X 5') 0 - 5 FEET DEEP EA 9 $ 5,000.00 45,000.00$ 4,500.00$ 40,500.00$ 6,000.00$ 54,000.00$ 10,000.00$ 90,000.00$ C - D5 NEW CURB INLET (5' THROAT OPENING) (I.D. 4.5' X 5') 5 - 10 FEET DEEP EA 2 $ 5,500.00 11,000.00$ 8,000.00$ 16,000.00$ 7,000.00$ 14,000.00$ 15,000.00$ 30,000.00$ C - D6 NEW CURB INLET EXTENSION (5' THROAT OPENING) (I.D. 2' X 5') EA 2 $ 2,700.00 5,400.00$ 2,000.00$ 4,000.00$ 5,000.00$ 10,000.00$ 3,000.00$ 6,000.00$ C - D7 NEW 4-INCH CURB AND GUTTER LF 500 $ 28.00 14,000.00$ 24.00$ 12,000.00$ 45.00$ 22,500.00$ 28.00$ 14,000.00$ C - D8 NEW 6-INCH CURB AND GUTTER LF 18731 $ 25.00 468,275.00$ 25.00$ 468,275.00$ 33.00$ 618,123.00$ 30.00$ 561,930.00$ C - D9 TYPE 'B' STORM MANHOLE (I.D. 4'X4') 0 - 5 FEET DEEP EA 1 $ 8,000.00 8,000.00$ 6,200.00$ 6,200.00$ 9,000.00$ 9,000.00$ 9,600.00$ 9,600.00$ C - D10 TYPE 'C' STORM MANHOLE (I.D. 4'X4') 5 - 7 FEET DEEP EA 1 $ 11,000.00 11,000.00$ 7,500.00$ 7,500.00$ 9,000.00$ 9,000.00$ 12,600.00$ 12,600.00$ C - D11 CURB & GUTTER DEMOLITION (4-INCH, 6- INCH AND DRIVEWAY)LF 18731 $ 4.00 74,924.00$ 7.00$ 131,117.00$ 8.00$ 149,848.00$ 8.00$ 149,848.00$ C - D12 VALLEY GUTTER SF 190 $ 9.00 1,710.00$ 15.00$ 2,850.00$ 20.00$ 3,800.00$ 15.00$ 2,850.00$ C - D13 VALLEY GUTTER DEMOLITION SF 190 $ 5.00 950.00$ 5.00$ 950.00$ 11.00$ 2,090.00$ 5.00$ 950.00$ C - D14 18-INCH ARCH REINFORCED CONCRETE PIPE (CLASS IV)LF 30 $ 232.00 6,960.00$ 300.00$ 9,000.00$ 300.00$ 9,000.00$ 210.00$ 6,300.00$ C - D15 18-INCH REINFORCED CONCRETE PIPE (CLASS III)LF 410 $ 100.00 41,000.00$ 150.00$ 61,500.00$ 105.00$ 43,050.00$ 108.00$ 44,280.00$ C - D16 24-INCH ARCH REINFORCED CONCRETE PIPE (CLASS III)LF 330 $ 250.00 82,500.00$ 350.00$ 115,500.00$ 210.00$ 69,300.00$ 210.00$ 69,300.00$ C - D17 CONCRETE COLLAR (18-24 INCH PIPE)EA 2 $ 330.00 660.00$ 1,500.00$ 3,000.00$ 1,400.00$ 2,800.00$ 1,200.00$ 2,400.00$ C - D18 CONCRETE COLLAR (36 INCH PIPE)EA 3 $ 330.00 990.00$ 2,000.00$ 6,000.00$ 1,550.00$ 4,650.00$ 1,440.00$ 4,320.00$ C - D19 REMOVAL OF REINFORCED CONCRETE PIPE (12 - 15 INCH)LF 70 $ 11.00 770.00$ 100.00$ 7,000.00$ 44.00$ 3,080.00$ 60.00$ 4,200.00$ C - D20 REMOVAL OF REINFORCED CONCRETE PIPE (18 - 24 INCH)LF 30 $ 23.00 690.00$ 100.00$ 3,000.00$ 44.00$ 1,320.00$ 60.00$ 1,800.00$ C - D21 REMOVAL OF REINFORCED CONCRETE PIPE (36 INCH)LF 6 $ 40.00 240.00$ 100.00$ 600.00$ 44.00$ 264.00$ 120.00$ 720.00$ C - D22 TRENCH SAFETY FOR STORMWATER LINES (0 - 5 FEET DEEP)LF 110 $ 3.00 330.00$ 28.00$ 3,080.00$ 11.00$ 1,210.00$ 12.00$ 1,320.00$ Page 4 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT RESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES TIERRA LEASE SERVICE *MAKO CONTRACTINGA. ORTIZ CONSTR & PAVING REBID "C" - PROJECT NO 18164A 7505 UpRiver Rd 311 S Sunset Strip 3636 S Alameda, #B153 CC, TX 78409 Kennedy, TX 78119 CC, TX 78411 102 Airport Rd CC, TX 78405 C - D23 TRENCH SAFETY FOR STORMWATER LINES (5 - 10 FEET DEEP)LF 300 $ 7.00 2,100.00$ 30.00$ 9,000.00$ 17.00$ 5,100.00$ 18.00$ 5,400.00$ C - D24 TRENCH SAFETY FOR STORMWATER INLETS/ TYPE 'B' MANHOLE (0 - 5 FEET DEEP)EA 6 $ 140.00 840.00$ 1,500.00$ 9,000.00$ 125.00$ 750.00$ 2,700.00$ 16,200.00$ C - D25 TRENCH SAFETY FOR STORMWATER INLETS/ TYPE 'C' MANHOLE (5 - 10 FEET DEEP)EA 1 $ 200.00 200.00$ 2,000.00$ 2,000.00$ 550.00$ 550.00$ 2,700.00$ 2,700.00$ C - D26 ALLOWANCE FOR UNANTICIPATED STORM WATER IMPROVEMENTS AL 1 $ 10,000.00 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 831,139.00$ 1,009,022.74$ 1,174,235.00$ C - E1 MOBILIZATION (MAX. 5% PART E)LS 1 $ 2,000.00 2,000.00$ 1,980.00$ 1,980.00$ 1,200.00$ 1,200.00$ 7,500.00$ 7,500.00$ C - E2 6-INCH OR 8-INCH A.C.P. WATERLINE TO BE REMOVED AND DISPOSED LF 30 $ 90.00 2,700.00$ 200.00$ 6,000.00$ 110.00$ 3,300.00$ 60.00$ 1,800.00$ C - E3 6-INCH OR 8-INCH A.C.P. TO D.I. COUPLINGS EA 2 $ 350.00 700.00$ 750.00$ 1,500.00$ 1,100.00$ 2,200.00$ 1,800.00$ 3,600.00$ C - E4 6-INCH WATERLINE ADJUSTMENT EA 1 $ 4,000.00 4,000.00$ 6,000.00$ 6,000.00$ 6,100.00$ 6,100.00$ 7,800.00$ 7,800.00$ C - E5 8-INCH WATERLINE ADJUSTMENT EA 1 $ 4,400.00 4,400.00$ 6,750.00$ 6,750.00$ 6,700.00$ 6,700.00$ 8,400.00$ 8,400.00$ C - E6 FIRE HYDRANT ASSEMBLY TYPE 1 (INCLUDES MAIN LINE FITTING)EA 1 $ 5,000.00 5,000.00$ 9,000.00$ 9,000.00$ 8,300.00$ 8,300.00$ 9,600.00$ 9,600.00$ C - E7 FIRE HYDRANT ASSEMBLY TYPE 2 (INCLUDES MAIN LINE FITTING)EA 1 $ 5,100.00 5,100.00$ 9,750.00$ 9,750.00$ 8,300.00$ 8,300.00$ 10,800.00$ 10,800.00$ C - E8 ALLOWANCE FOR UNANTICIPATED WATER IMPROVEMENTS AL 1 $ 5,000.00 5,000.00$ 5,000.00$ 5,000.00$ $ 5,000.00 5,000.00$ $ 5,000.00 5,000.00$ 28,900.00$ 45,980.00$ 41,100.00$ C - F1 MOBILIZATION (MAX. 5% PART F)LS 1 $ 50.00 50.00$ 90.00$ 90.00$ 50.00$ 50.00$ 500.00$ 500.00$ C - F2 ALLOWANCE FOR UNANTICIPATED WASTEWATER IMPROVEMENTS AL 1 $ 2,000.00 2,000.00$ 2,000.00$ 2,000.00$ $ 2,000.00 2,000.00$ $ 2,000.00 2,000.00$ 2,050.00$ 2,090.00$ 2,050.00$ 2,500.00$ C - G1 MOBILIZATION (MAX. 5% PART G)LS 1 50.00$ 50.00$ 243.00$ 243.00$ 150.00$ 150.00$ 500.00$ 500.00$ PART G - GAS SYSTEMS IMPROVEMENTS SUBTOTAL PART D - DRAINAGE IMPROVEMENTS PART E - WATER IMPROVEMENTS SUBTOTAL PART E - WATER IMPROVEMENTS PART F - WASTEWATER IMPROVEMENTS SUBTOTAL PART F - WASTEWTR IMPROVEMENTS Page 5 of 6 RFB #3183 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT RESIEDENTIAL STREET REBUILD PROGRAM JE CONSTRUCTION SERVICES TIERRA LEASE SERVICE *MAKO CONTRACTINGA. ORTIZ CONSTR & PAVING REBID "C" - PROJECT NO 18164A 7505 UpRiver Rd 311 S Sunset Strip 3636 S Alameda, #B153 CC, TX 78409 Kennedy, TX 78119 CC, TX 78411 102 Airport Rd CC, TX 78405 C - G2 EXCAVATION, BACKFILL AND COMPACTION OF TRENCH FOR GAS LINE (ADJUSTMENT TO BE COMPLETED BY THE CITY GAS DEPARTMENT)LF 60 50.00$ 3,000.00$ 90.00$ 5,400.00$ 90.00$ 5,400.00$ 48.00$ 2,880.00$ 3,050.00$ 5,643.00$ 5,550.00$ 3,380.00$ 4,545,534.50$ 5,513,302.03$ 6,133,588.75$ *INCOMPLETE *Non-Responsive Bid - Submittal of incomplete Bid package, Bidder failed to submit page 7 of the Bid Form #Withdrew Bid SUBTOTAL PART G - GAS SYSTEM IMPROVEMENTS TOTAL BASE BID - (PARTS A THRU G) Page 6 of 6 Base Bid C Project ListBASE BIDCONTRACTOR STREETFROMTO DISTRICTCONSTRUCTION STARTC A. ORTIZ BRISBANESARATOGACONGRESSIONAL3 JANUARY 2021C A. ORTIZ FLORIDAKOSARNORMANDY2 DECEMBER 2020C A. ORTIZ WOODGATEHEAVEN'S GATE NORTHGATE5 MARCH 2021C A. ORTIZ BARTLETTKREJCIS SAXET1 FEBRUARY 2021C A. ORTIZ KENTNERCANTERBURY CAPE COD4 MAY 20211 of 110/29/2020 CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT DEPARTMENT RESIDENTIAL STREET REBUILD PROGRAM YEAR 2019 – REBID PARTS A & C PROJ. NO. 18026A CONTRACT NO. 3183 Project Specifications and Drawings available at: Y:\00 LEGISTAR CONST PLANS SPECS\Item No 20- 1377 RSRP ReBid Part C Agreement 00 52 23 - 1 18164A Residential Street Rebuild Program ReBid Part C Rev 7/2020 00 52 23 AGREEMENT This Agreement is between the City of Corpus Christi (Owner) and A. Ortiz Construction & Paving, Inc. (Contractor). Owner and Contractor agree as follows: ARTICLE 1 – WORK 1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as: Residential Street Rebuild Program Year 2019 ReBid Part C Project No. 18164A (Contract 3183) ARTICLE 2 – DESIGNER AND OWNER’S AUTHORIZED REPRESENTATIVE 2.01 The Project has been designed by: Hanson Professional Services Inc. 4501 Gollihar Rd. Corpus Christi, TX 78411 GOrtiz@hanson-inc.com 2.02 The Owner’s Authorized Representative for this Project is: Brett Van Hazel, PMP – Asst. Director of Construction City of Corpus Christi – Engineering Services 4917 Holly Rd, Bldg. #5 Corpus Christi, TX 78411 ARTICLE 3 – CONTRACT TIMES 3.01 Contract Times A. The Work is required to be substantially completed within 400 days after the date when the Contract Times commence to run as provided in the Notice to Proceed and is to be completed and ready for final payment in accordance with Paragraph 17.16 of the General Conditions within 430 days after the date when the Contract Times commence to run. B. Performance of the Work is required as shown in Paragraph 7.02 of the General Conditions. DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 Agreement 00 52 23 - 2 18164A Residential Street Rebuild Program ReBid Part C Rev 7/2020 C. Milestones, and the dates for completion of each, are as defined in Section 01 35 00 SPECIAL PROCEDURES. 3.02 Liquidated Damages A. Owner and Contractor recognize that time limits for specified Milestones, Substantial Completion, and completion and readiness for Final Payment as stated in the Contract Documents are of the essence of the Contract. Owner and Contractor recognize that the Owner will suffer financial loss if the Work is not completed within the times specified in Paragraph 3.01 and as adjusted in accordance with Paragraph 11.05 of the General Conditions. Owner and Contractor also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty): 1. Substantial Completion: Contractor shall pay Owner $1,125 for each day that expires after the time specified in Paragraph 3.01 for Substantial Completion until the Work is substantially complete. 2. Completion of the Remaining Work: Contractor agrees to pay Owner $375 for each day that expires after the time specified in Paragraph 3.01 for completion and readiness for final payment until the Work is completed and ready for final payment in accordance with Paragraph 17.16 of the General Conditions. 3. Liquidated damages for failing to timely attain Substantial Completion and Final Completion are not additive and will not be imposed concurrently. 4. Milestones: Contractor agrees to pay Owner liquidated damages as stipulated in SECTION 01 35 00 SPECIAL PROCEDURES for failure to meet Milestone completions. 5. The Owner will determine whether the Work has been completed within the Contract Times. B. Owner is not required to only assess liquidated damages, and Owner may elect to pursue its actual damages resulting from the failure of Contractor to complete the Work in accordance with the requirements of the Contract Documents. ARTICLE 4 – CONTRACT PRICE 4.01 Owner will pay Contractor for completion of the Work in accordance with the Contract Documents at the unit prices shown in the attached BID FORM. Unit prices have been computed in accordance with Paragraph 15.03 of the General Conditions. Contractor acknowledges that estimated quantities are not guaranteed, and were solely for the purpose of comparing Bids, and final payment for all unit price items will be based on actual quantities, determined as provided in the Contract Documents. Total Price Base Bid Part C $ 5,513,302.03 ARTICLE 5 – PAYMENT PROCEDURES 5.01 Submit Applications for Payment in accordance with Article 17 of the General Conditions. Applications for Payment will be processed by the OAR as provided in the General Conditions. DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 Agreement 00 52 23 - 3 18164A Residential Street Rebuild Program ReBid Part C Rev 7/2020 5.02 Progress Payments; Retainage: A. The Owner will make progress payments on or about the 25th day of each month during performance of the Work. Payment is based on Work completed in accordance with the Schedule of Values established as provided in the General Conditions. B. Progress payments equal to the full amount of the total earned value to date for completed Work minus the retainage listed below and properly stored materials will be made prior to Substantial Completion. 1. The standard retainage is 5 percent. C. Payment will be made for the amount determined per Paragraph 5.02.B, less the total of payments previously made and less set-offs determined in accordance with Paragraph 17.01 of the General Conditions. D. At the Owner’s option, retainage may be increased to a higher percentage rate, not to exceed ten percent, if progress on the Project is considered to be unsatisfactory. If retainage in excess of the amount described above is held prior to Substantial Completion, the Owner will place the additional amount in an interest bearing account. Interest will be paid in accordance with Paragraph 6.01. E. At the Owner’s option, Owner may pay Contractor 100 percent of the Work completed, less amounts withheld in accordance with Paragraph 17.01 of the General Conditions and less 200 percent of OAR’s estimate of the value of Work to be completed or corrected to reach Substantial Completion. Owner may, at its sole discretion, elect to hold retainage in the amounts set forth above for progress payments prior to Substantial Completion if Owner has concerns with the ability of the Contractor to complete the remaining Work in accordance with the Contract Documents or within the time frame established by this Agreement. Release or reduction in retainage is contingent upon and consent of surety to the reduction in retainage. 5.03 Owner will pay the remainder of the Contract Price as recommended by OAR in accordance with Paragraph 17.16 of the General Conditions upon Final Completion and acceptance of the Work. ARTICLE 6 – INTEREST ON OVERDUE PAYMENTS AND RETAINAGE 6.01 The Owner is not obligated to pay interest on overdue payments except as required by Texas Government Code Chapter 2251. Invoices must comply with Article 17 of the General Conditions. 6.02 Except as specified in Article 5, the Owner is not obligated to pay interest on moneys not paid except as provided in Texas Government Code Chapter 2252. ARTICLE 7 – CONTRACTOR’S REPRESENTATIONS 7.01 The Contractor makes the following representations: A. The Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. B. The Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 Agreement 00 52 23 - 4 18164A Residential Street Rebuild Program ReBid Part C Rev 7/2020 C. The Contractor is familiar with Laws and Regulations that may affect cost, progress, and performance of the Work. D. The Contractor has carefully studied the following Site-related reports and drawings as identified in the Supplementary Conditions: 1. Geotechnical Data Reports regarding subsurface conditions at or adjacent to the Site; 2. Drawings of physical conditions relating to existing surface or subsurface structures at the Site; 3. Underground Facilities referenced in reports and drawings; 4. Reports and drawings relating to Hazardous Environmental Conditions, if any, at or adjacent to the Site; and 5. Technical Data related to each of these reports and drawings. E. The Contractor has considered the: 1. Information known to Contractor; 2. Information commonly known to contractors doing business in the locality of the Site; 3. Information and observations obtained from visits to the Site; and 4. The Contract Documents. F. The Contractor has considered the items identified in Paragraphs 7.01.D and 7.01.E with respect to the effect of such information, observations, and documents on: 1. The cost, progress, and performance of the Work; 2. The means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and 3. Contractor’s safety precautions and programs. G. Based on the information and observations referred to in the preceding paragraphs, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. H. The Contractor is aware of the general nature of Work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. I. The Contractor has correlated the information known to the Contractor, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. J. The Contractor has given the OAR written notice of all conflicts, errors, ambiguities, or discrepancies that the Contractor has discovered in the Contract Documents, and the written resolution provided by the OAR is acceptable to the Contractor. K. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 Agreement 00 52 23 - 5 18164A Residential Street Rebuild Program ReBid Part C Rev 7/2020 L. Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents. M. CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OWNER’S INDEMNITEES IN ACCORDANCE WITH PARAGRAPH 7.14 OF THE GENERAL CONDITIONS AND THE SUPPLEMENTARY CONDITIONS. ARTICLE 8 – ACCOUNTING RECORDS 8.01 Accounting Record Availability: The Contractor shall keep such full and detailed accounts of materials incorporated and labor and equipment utilized for the Work consistent with the requirements of Paragraph 15.01 of the General Conditions and as may be necessary for proper financial management under this Agreement. Subject to prior written notice, the Owner shall be afforded reasonable access during normal business hours to all of the Contractor’s records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to the Cost of the Work and the Contractor’s fee. The Contractor shall preserve all such documents for a period of 3 years after the final payment by the Owner. ARTICLE 9 – CONTRACT DOCUMENTS 9.01 Contents: A. The Contract Documents consist of the following: 1. Exhibits to this Agreement: a. Contractor’s Bid Form. b. List as necessary. 2. Specifications, forms, and documents listed in SECTION 00 01 00 TABLE OF CONTENTS. 3. Drawings listed in the Sheet Index. 4. Solicitation documents and Contractor’s response, which are incorporated by reference. 5. Addenda, which are incorporated by reference. 6. Documentation required by the Contract Documents and submitted by Contractor prior to Notice of Award, which is incorporated by reference. B. There are no Contract Documents other than those listed above in this Article. C. The Contract Documents may only be amended, modified, or supplemented as provided in Article 11 of the General Conditions. ARTICLE 10 – CONTRACT DOCUMENT SIGNATURES DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 Agreement 00 52 23 - 6 18164A Residential Street Rebuild Program ReBid Part C Rev 7/2020 ATTEST CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Michael Rodriguez Chief of Staff __________________________ AUTHORIZED APPROVED AS TO LEGAL FORM: BY COUNCIL ___________________________ Assistant City Attorney ATTEST (IF CORPORATION) CONTRACTOR A. Ortiz Construction & Paving, Inc. (Seal Below) By: Note: Attach copy of authorization to sign if person signing for CONTRACTOR is not President, Vice President, Chief Executive Officer, or Chief Financial Officer Title: 102 Airport Road Address Corpus Christi, TX 78405 City State Zip 361/882-2122 Phone Fax aortizpav@global.net EMail END OF SECTION DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 10/30/2020 President 10/30/2020 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DocuSign Envelope ID: 183B919B-16BE-4EFB-9EB1-4E0D86D975D1 DATE: November 17, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3@cctexas.com (361) 826-3227 CAPTION: Resolution relating to City of Corpus Christi’s intention to reimburse itself from future issuances of Utility System Revenue bonds in an amount not to exceed $120,000,000 for Utility System expenditures budgeted in the Fiscal Year 2020-2021 Capital Improvement Plan but incurred before the issuance of the bonds. SUMMARY: The City of Corpus Christi is planning on awarding contracts for utility system capital projects included in the Fiscal Year 2020-2021 Capital Improvement Plan (CIP) prior to the issuance of Utility System Revenue Bonds planned in the spring. This resolution is needed for the City to move forward with incurring capital costs and then reimburse itself for these costs with bond proceeds once issued. BACKGROUND AND FINDINGS: The City is planning on issuing Utility System Revenue Bonds to fund projects in the Fiscal Year 2020-2021 Utility System CIP. The City is able to award contracts for these projects prior to the issuance of bonds in order to move forward with the projects early in the fiscal year. The City plans on issuing bonds later in the fiscal year and will reimburse itself an amount not to exceed $120,000,000 for expenditures with the bond proceeds For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U.S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: The alternative would be to reject the reimbursement resolution, but this would prevent contracts from being awarded and delay the start of the projects until the bonds have been issued. Reimbursement Resolution for Utility Capital Projects AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 FISCAL IMPACT: Approval of this item will authorize City staff to encumber and spend available Utility System cash to begin awarding projects budgeted in the Fiscal Year 2020-2021 CIP. Once the Utility System Revenue Bonds are issued, the cash funds will be replenished with bond proceeds. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. _____________ RESOLUTION RELATING TO ESTABLISHING THE CITY’S INTENTION TO REIMBURSE ITSELF FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS FROM THE PROCEEDS ONE OR MORE SERIES OF TAXABLE OR TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY THE CITY IN AN AGGREGATE AMOUNT NOT TO EXCEED $120,000,000 FOR AUTHORIZED PURPOSES RELATING TO CONSTRUCTING VARIOUS CITY IMPROVEMENTS; AUTHORIZING MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) has entered into or will enter into various contracts pertaining to the expenditure of lawfully available funds of the Issuer to finance the costs associated with (1) constructing, improving, enlarging, repairing, and extending the City’s combined utility system and the purchase of equipment, supplies, machinery, and other personal property relating to the System (the Construction Costs), (ii) the payment of various engineering costs, including design testing, design engineering, and construction inspection related to the Construction Costs (the Engineering Costs), (iii) the payment of various architectural costs, including preparation of plans and specifications and various other plans and drawings related to the Construction Costs (the Architectural Costs), and (iv) the payment of various administrative costs, including the fees of bond counsel, financial advisor, project manager, project consultant, other professionals, and bond printer (the Administrative Costs) [the Construction Costs, the Engineering Costs, the Architectural Costs, and the Administrative Costs collectively constitute the costs of the projects that are the subject of this Resolution (the Project)]; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code provide that the proceeds from the sale of obligations issued to finance the acquisition, construction, equipping, or furnishing of any project or facilities, such as the Project, may be used to reimburse the Issuer for costs attributable to such project or facilities paid or incurred before the date of issuance of such obligations; and WHEREAS, the Issuer intends to reimburse itself for the prior lawful capital expenditure of funds from the proceeds of one or more series of taxable or tax-exempt obligations (the Obligations) that the Issuer currently contemplates issuing in an amount not to exceed $120,000,000 to finance a portion of the costs of the Project; and WHEREAS, to fund such reimbursement with proceeds of the Obligations, the Issuer must declare its expectation ultimately to make such reimbursement before making the expenditures; and WHEREAS, the Issuer hereby finds and determines that the reimbursement for the prior expenditure of funds of the Issuer is not inconsistent with the Issuer’s budgetary and financial circumstances; and 82637579.3 82637579.3 - 2 - WHEREAS, the Governing Body hereby finds and determines that the adoption of this Resolution is in the best interests of the citizens of the Issuer; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. This Resolution is a declaration of intent to establish the Issuer’s reasonable, official intent to reimburse itself from certain of the proceeds of the Obligations for any capital expenditures previously incurred or to be incurred with respect to the Project from the Issuer’s General Fund or other lawfully available funds of the Issuer. SECTION 2. The reimbursed expenditure will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles. SECTION 3. The Issuer intends to otherwise comply with those matters addressed within this Resolution. SECTION 4. This Resolution may be relied upon by the appropriate officials at the Office of the Attorney General for the State of Texas and establishes compliance by the Issuer with the requirements of Texas law. SECTION 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 6. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 7. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 9. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 10. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 82637579.3 S-1 PASSED, ADOPTED AND APPROVED on this the 17th day of November, 2020. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 17th DAY OF NOVEMBER, 2020: _____________________________________ Miles Risley, City Attorney 82637579.3 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 a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 17th day of November, 2020, relating to establishing the City’s intention to reimburse itself in an amount not to exceed $120,000,000 for the prior lawful expenditure of funds relating to constructing various capital improvements to City property, which Resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 17th day of November, 2020. City Secretary (CITY SEAL) 82637579.3 S-3 That the foregoing resolution was read and passed on this the 17th day of November, 2020, by the following vote: Everett Roy ____________ Roland Barrera ____________ Gil Hernandez ____________ Ben Molina Greg Smith Paulette Guajardo ____________ Michael Hunter ____________ ____________ ____________ PASSED AND APPROVED, this the 17th day of November, 2020. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor As of April 2020 Funding Programed for FY 20-21 Funding Programed for FY 21-22 Project #Project Name Encumbrances & Remaining Budget Year 1 Year 2 E13050 Choke Canyon Dam Infrastructure Improvements 300,000 1,000,000 4,650,000 E16265 Corpus Christi Aquifer Storage and Recovery (ASR) Feasibility Study 300,000 E15117 Seawater Desalination 1,600,000 11,000,000 211,475,000 20278 Wesley Seale Dam Dewatering System 700,000 850,000 180548 Wesley Seale Dam Infrastructure Improvements 250,000 500,000 21481 Wesley Seale Dam Instrumentation Rehabilitation 400,000 1,125,000 21482 Wesley Seale Dam Spillway Gates Rehabilitation 1,000,000 2,000,000 E13068 Mary Rhodes Pipeline Cathodic Protection Upgrade 250,000 700,000 E13037 Mary Rhodes Pipeline Phase 1 System Improvements 200,000 800,000 1,000,000 20105A Mary Rhodes Pipeline Phase 2 System Improvements 2,000,000 E16417 Nueces River Raw Water Pump St.Transmission Main 650,000 E11068 Nueces River Raw Water Pump Station 8,448,904 18131 ONSWTP Clearwell No. 3 1,265,000 1,000,000 20095A ONSWTP Electrical Distribution Improvements 1,250,000 250,000 21107 ONSWTP Fileration System Hydraulic Improvements 1,000,000 20094A ONSWTP Filter Building Rehabilitation - Phase 2 300,000 2,200,000 E10144 ONSWTP On-Site Hypochlorite Generation 3,635,454 1,800,000 1,250,000 E17047 ONSWTP Raw Water Influent and Chemical Facilities Improvements 4,500,000 10,000,000 18130 ONSWTP Sedimentation Basin Improvements 912,388 7,640,000 4,250,000 18154 Citywide Large-Size Water Line Assessment and Repairs 113,889 350,000 350,000 19037A Citywide Water Distribution System Indefinite Delivery (IDIQ) Program 1,112,812 6,000,000 6,000,000 E16290 Elevated Water Storage Tanks - Citywide (ACR Plan, Phase 3) 500,000 8,000,000 7,000,000 20093A Leopard Street & Up River Road Water Line Rep. 460,000 500,000 20090A Nueces Bay Blvd & Poth Ln Water Line 2,800,000 5,500,000 20100A Packery Channel Water Line Improvement 400,000 2,350,000 19038 Port Avenue Water Line Replacement 50,985 1,000,000 4,000,000 20092A Sanddollar Pump Station Improvments 650,000 20101A SH286 Water Line Replacement 200,000 500,000 18156 Ship Channel Water Line Relocation 584,000 1,000,000 2,800,000 E15158 TxDOT Water Line Relocation HARBOR BRIDGE 3,200,000 WATER DISTRIBUTION LINES WATER FISCAL YEAR 2021 CIP PROGRAM SHORT-RANGE WATER SHORT-RANGE CIP WATER SOURCES WATER SUPPLY LINES WATER TREATMENT 20098A Water Line Replacement Program 2,130,000 2,080,000 E13031 Water System Process Control Reliability Improvements 105,000 350,000 350,000 20096A Water Transmission Line Cathodic Protection Improvements 300,000 700,000 E14055 Mary Rhodes Pipeline Office Building 14,215 250,000 20102A ONSWTP Construction Management 50,000 750,000 750,000 E15157 Utility Building Expansion 19,000 1,000,000 3,300,000 20103A Water Supply Master Plan 450,000 19,811,647 65,930,000 274,730,000 Water Utility Support - Streets projects 13,499,718 5,508,031 2,886,948 33,311,365 71,438,031 277,616,948 As of April 2020 Funding Programed for FY 20-21 Funding Programed for FY 21-22 Revenue Source Encumbrances & Remaining Budget Year 1 Year 2 Pay Go 1,712,812 5,420,000 Raw Water Trust Fund 300,000 State Water Implementation Fund Texas Loan 1,138,000 11,000,000 211,475,000 Utility Revenue Bond 30,160,553 55,018,031 66,141,948 33,311,365 71,438,031 277,616,948 WATER FACILITIES AND OTHER WATER PROJECT TOTAL: WATER SHORT-RANGE CIP TOTAL: WATER AVAILABLE FUNDING WATER FUNDING TOTAL: Funding Programed for FY 22-23 Short-Range FY21-23 Year 3 TOTALS 5,650,000 - 222,475,000 3,250,000 4,800,000 4,000,000 4,750,000 1,125,000 2,650,000 2,500,000 5,500,000 950,000 1,800,000 3,600,000 2,000,000 4,100,000 4,750,000 - 15,000,000 16,000,000 1,500,000 6,000,000 7,000,000 2,500,000 6,000,000 9,050,000 10,000,000 24,500,000 11,890,000 1,000,000 1,700,000 6,000,000 18,000,000 15,000,000 2,500,000 3,460,000 8,300,000 2,350,000 5,000,000 650,000 4,000,000 4,500,000 2,200,000 6,000,000 3,200,000 WATER FISCAL YEAR 2021 CIP PROGRAM SHORT-RANGE 2,080,000 6,290,000 700,000 1,000,000 250,000 750,000 2,250,000 4,300,000 450,000 72,305,000 412,965,000 1,423,848 9,818,827 73,728,848 422,783,827 Funding Programed for FY 22-23 Short-Range FY21-23 Year 3 TOTALS 5,420,000 - 222,475,000 73,728,848 194,888,827 73,728,848 422,783,827 As of April 2020 Funding Programed for FY 20-21 Funding Programed for FY 21-22 Project #Project Name Encumbrances & Remaining Budget Year 1 Year 2 E10043 Allison WWTP Lift Station Upgrade and Process Improvements 481,000 7,000,000 7,200,000 18084A Broadway WWTP Plant Rehabilitation 1,000,000 5,200,000 21001 Broadway WWTP Third Clarifer 250,000 3,500,000 E10180 Greenwood WWTP Electrical Improvements to UV System 555,000 3,500,000 2,500,000 18070A Greenwood WWTP Flood Mitigation 20,000 1,500,000 18067A Greenwood WWTP Headworks & Grit Removal Rehab 4,255,000 18069A Greenwood WWTP Process Upgrade (DAF and Odor Control) 100,000 2,500,000 500,000 18086A Laguna Madre WWTP Rehab 170,500 2,500,000 2,330,000 E12159 Old Broadway WWTP Decommissioning 500,000 5,000,000 E12206 Oso WRP Ammonia, Headworks and Lift Station 10,418,776 20084A Oso WRP Process Upgrade and BPC Facility Decommission 150,000 5,500,000 18082A Wastewater Treatment Plants & Lift Station SCADA Improvements 588,000 1,500,000 1,500,000 20087A Whitecap WWTP Improvements 1,000,000 3,500,000 E10053 Whitecap, Odor Control, Process & Bulkhead Improvements 1,542,646 1,050,000 20184 Allison Basin New Lift Station and Force Main 500,000 19029 Citywide Lift Station Repair 1,045,545 5,000,000 5,000,000 E14054 McBride Force Main and Lift Station 732,000 21110A Park Road 22 Lift Station 4,250,000 21118 Citywide Collection Capacity Remediation 500,000 18157A Citywide Wastewater IDIQ 7,000,000 7,000,000 E15158WW TxDOT Wastewater Line Relocation - HARBOR BRIDGE 3,000,000 20085A Williams Lift Station Force Main (Line A) 500,000 1,000,000 5,000,000 24,158,467 36,950,000 56,230,000 Wastewater Utility Support - Streets projects 9,136,539 4,807,613 2,914,620 33,295,006 41,757,613 59,144,620 As of April 2020 Funding Programed for FY 20-21 Funding Programed for FY 21-22 Revenue Source Encumbrances & Remaining Budget Year 1 Year 2 Pay Go 2,901,146 WASTEWATER SHORT-RANGE CIP TOTAL: WASTEWATER AVAILABLE FUNDING WASTEWATER FISCAL YEAR 2021 CIP PROGRAM SHORT-RANGE WASTEWATER SHORT-RANGE CIP WASTEWATER TREATMENT PLANTS WASTEWATER LIFT STATIONS WASTEWATER SYSTEM MAINTENANCE & OTHER WASTEWATER PROJECT TOTAL: Wastewater Fund Utility Revenue Bonds 30,393,860 41,757,613 59,144,620 33,295,006 41,757,613 59,144,620WASTEWATER FUNDING TOTAL: Funding Programed for FY 22-23 Short-Range FY21-23 Year 3 TOTALS 14,200,000 3,500,000 6,200,000 2,500,000 6,250,000 6,000,000 3,500,000 5,000,000 - 3,500,000 6,500,000 4,830,000 5,500,000 - 20,000,000 25,650,000 1,500,000 4,500,000 1,500,000 6,000,000 1,050,000 1,500,000 2,000,000 5,000,000 15,000,000 - - 1,500,000 2,000,000 7,000,000 21,000,000 3,000,000 4,000,000 10,000,000 55,000,000 148,180,000 1,324,420 9,046,653 56,324,420 157,226,653 Funding Programed for FY 22-23 Short-Range FY21-23 Year 3 TOTALS - WASTEWATER FISCAL YEAR 2021 CIP PROGRAM SHORT-RANGE - 56,324,420 145,226,653 56,324,420 157,226,653 As of April 2020 Funding Programed for FY 20-21 Funding Programed for FY 21-22 Project # Project Name Encumbrances & Remaining Budget Year 1 Year 2 20078A Bay Water Quality Improvement 200,000 500,000 E12199 Bridge Rehabilitation 45,100 600,000 600,000 E12191 Channel Ditch Improvements 600,000 600,000 600,000 18100 Citywide Storm Water Infrastructure Rehabilitation/ Replacement 1,946,240 6,000,000 6,000,000 E10200 La Volla Creek Storm Water Modeling and Improvements 2,351,900 7,417,377 7,417,378 19012 Lifecycle Curb and Gutter Replacement 600,000 600,000 E12145 Major Outfall Assessments & Repairs 800,000 800,000 800,000 20277 North Beach Navigable Canal 508,988 21711 Storm Water Pipe Inspection 1,000,000 1,000,000 6,252,228 17,217,377 17,517,378 28,467,997 14,644,826 5,167,828 34,720,225 31,862,203 22,685,206 As of April 2020 Funding Programed for FY 20-21 Funding Programed for FY 21-22 Revenue Source Encumbrances & Remaining Budget Year 1 Year 2 Grant - GLO 3,617,377 3,617,378 Utility Revenue Bond 34,720,225 28,244,826 19,067,828 34,720,225 31,862,203 22,685,206STORM WATER FUNDING TOTAL: STORM WATER FISCAL YEAR 2021 CIP PROGRAM SHORT-RANGE STORM WATER SHORT-RANGE CIP STORM WATER PROJECT TOTAL: Storm Water Utility Support - Street projects STORM WATER SHORT-RANGE CIP TOTAL: STORM WATER FUNDING Funding Programed for FY 22-23 Short-Range FY21-23 Year 3 TOTALS 500,000 1,200,000 1,200,000 2,800,000 4,000,000 6,000,000 18,000,000 14,834,755 600,000 1,600,000 - 1,000,000 3,000,000 10,900,000 45,634,755 4,304,428 24,117,082 15,204,428 69,751,837 Funding Programed for FY 22-23 Short-Range FY21-23 Year 3 TOTALS 7,234,755 15,204,428 62,517,082 15,204,428 69,751,837 STORM WATER FISCAL YEAR 2021 CIP PROGRAM SHORT-RANGE DATE: November 17, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3@cctexas.com (361) 826-3227 CAPTION: Resolution relating to City of Corpus Christi’s intention to reimburse itself from future issuances of General Obligation bonds in an amount not to exceed $75,000,000 for expenses related to projects included in the voter approved 2020 Bond Election incurred before the issuance of the bonds. SUMMARY: The City of Corpus Christi is planning on awarding contracts for projects included in the voter approved 2020 Bond Election prior to the issuance of General Obligation bonds planned in the spring. This resolution is needed for the City to move forward with incurring capital costs and then reimburse itself for these costs with bond proceeds once issued. BACKGROUND AND FINDINGS: The City is planning on issuing General Obligation Bonds to fund projects approved in the voter approved 2020 Bond election. The City is able to award contracts for these projects prior to the issuance of bonds in order to move forward with the projects early in the fiscal year. The City plans on issuing bonds later in the fiscal year and will reimburse itself an amount not to exceed $75,000,000 for expenditures with the bond proceeds For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U.S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: The alternative would be to reject the reimbursement resolution , but this would prevent contracts from being awarded and delay the start of the projects until the bonds have been issued. Reimbursement Resolution for 2020 Bond Election Projects AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 FISCAL IMPACT: Approval of this item will allow City staff to use these funds, once appropriated, in support of the voter approved 2020 Bond election projects prior to the bond issuance. Once the General Obligation Bonds are issued, the cash funds will be replenished with bond proceeds. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution 101313610.3 RESOLUTION NO. RESOLUTION RELATING TO ESTABLISHING THE CITY’S INTENTION TO REIMBURSE ITSELF FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS FROM THE PROCEEDS ONE OR MORE SERIES OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY THE CITY IN AN AGGREGATE AMOUNT NOT TO EXCEED $75,000,000 FOR AUTHORIZED PURPOSES RELATING TO CONSTRUCTING VARIOUS CITY IMPROVEMENTS; AUTHORIZING MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) has entered into or will enter into various contracts pertaining to the expenditure of lawfully available funds of the Issuer to finance the costs associated with (i) designing, demolishing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith, designing, demolishing, constructing, renovating, improving, expanding, and equipping City parks and recreation facilities, and acquiring lands and rights-of-way necessary thereto or incidental therewith, and designing, demolishing, constructing, renovating, improving, expanding, upgrading and equipping City public safety facilities, and acquiring lands and rights-of-way necessary thereto or incidental therewith, being the projects approved at an election held on November 3, 2020 by the City (the Construction Costs), (ii) the payment of various engineering costs, including design testing, design engineering, and construction inspection related to the Construction Costs (the Engineering Costs), (iii) the payment of various architectural costs, including preparation of plans and specifications and various other plans and drawings related to the Construction Costs (the Architectural Costs), and (iv) the payment of various administrative costs, including the fees of bond counsel, financial advisor, project manager, project consultant, other professionals, and bond printer (the Administrative Costs) [the Construction Costs, the Engineering Costs, the Architectural Costs, and the Administrative Costs collectively constitute the costs of the projects that are the subject of this Resolution (the Project)]; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code provide that the proceeds from the sale of obligations issued to finance the acquisition, construction, equipping, or furnishing of any project or facilities, such as the Project, may be used to reimburse the Issuer for costs attributable to such project or facilities paid or incurred before the date of issuance of such obligations; and WHEREAS, the Issuer intends to reimburse itself for the prior lawful capital expenditure of funds from the proceeds of one or more series of tax-exempt obligations (the Obligations) that the Issuer currently contemplates issuing in an amount not to exceed $75,000,000 to finance a portion of the costs of the Project; and WHEREAS, to fund such reimbursement with proceeds of the Obligations, the Issuer must declare its expectation ultimately to make such reimbursement before making the expenditures; and 101313610.3 - 2 - WHEREAS, the Issuer hereby finds and determines that the reimbursement for the prior expenditure of funds of the Issuer is not inconsistent with the Issuer’s budgetary and financial circumstances; and WHEREAS, the Governing Body hereby finds and determines that the adoption of this Resolution is in the best interests of the citizens of the Issuer; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. This Resolution is a declaration of intent to establish the Issuer’s reasonable, official intent to reimburse itself from certain of the proceeds of the Obligations for any capital expenditures previously incurred or to be incurred with respect to the Project from the Issuer’s General Fund or other lawfully available funds of the Issuer. SECTION 2. The reimbursed expenditure will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles. SECTION 3. The Issuer intends to otherwise comply with those matters addressed within this Resolution. SECTION 4. This Resolution may be relied upon by the appropriate officials at the Office of the Attorney General for the State of Texas and establishes compliance by the Issuer with the requirements of Texas law. SECTION 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 6. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 7. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 9. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. 101313610.3 - 3 - SECTION 10. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. * * * * 101313610.3 S-1 PASSED, ADOPTED AND APPROVED on this the 1st day of December, 2020. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 1st DAY OF DECEMBER, 2020: _____________________________________ Miles Risley, City Attorney 101313610.3 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 a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 1st day of December, 2020, relating to establishing the City’s intention to reimburse itself in an amount not to exceed $110,000,000 for the prior lawful expenditure of funds relating to constructing various capital improvements to City property, which Resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 1st day of December, 2020. City Secretary (CITY SEAL) 101313610.3 S-3 That the foregoing resolution was read and passed on this the 1st day of December, 2020, by the following vote: Everett Roy ____________ Roland Barrera ____________ Gil Hernandez ____________ Ben Molina Greg Smith Paulette Guajardo ____________ Michael Hunter ____________ ____________ ____________ PASSED AND APPROVED, this the 1st day of December, 2020. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor DATE: November 9, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis Heatherh3@cctexas.com 361-8263227 CAPTION: Resolution approving the amended bylaws for the Corpus Christi B Corporation (the “Type B Corporation”) as approved by the Board of Directors of the Type B Corporation on March 16, 2020. SUMMARY: On March 16, 2020, the Board of Directors of the Corpus Christi B Corporation approved amended bylaws to allow officers to continue to serve until replaced. BACKGROUND AND FINDINGS: In September 2019, an issue arose regarding an officer’s position expiring on September 30 and elections not occurring until October. Precedent on the Type A Board was that an officer retained his or her position until a new officer was elected. Staff recommended a formal amendment to the bylaws to codify that an officer remains an officer until someone new is elected by the Board. In March 2020, a motion to amend Corpus Christ B Corporation bylaws passed unanimously. This motion was to amend the Bylaws in Article III Sec. 3.1 to include the following: So long as the person elected to a position remains a Director, he or she will continue to serve in that position until a new officer is elected by the Board. This amendment must also be approved by City Council. ALTERNATIVES: Council could choose not to accept the amended bylaws. FISCAL IMPACT: N/A Approval of amended Bylaws- Corpus Christi B Corporation AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 Funding Detail: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends the approval of amended bylaws. LIST OF SUPPORTING DOCUMENTS: Amended Type B Corporation Bylaws Resolution Resolution approving the amended bylaws for the Corpus Christi B Corporation (the “Type B Corporation”) as approved by the Board of Directors of the Type B Corporation on March 16, 2020. WHEREAS, on March 16, 2020, the Board of Directors of the Corpus Christi B Corporation (the “Type B Corporation”) approved amended bylaws to allow officers to continue to serve until replaced. WHEREAS, City Council approval is required before the amended bylaws can go into effect. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council authorizes the amendment to the bylaws of the Type B Corporation. A copy of the amended bylaws is attached hereto as Exhibit A and incorporated herein. PASSED AND APPROVED this _____ day of __________________, 2020: Joe McComb _______________________ Roland Barrera _______________________ 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 EXHIBIT A BYLAWS OF CORPUS CHRISTI B CORPORATION ARTICLE I: PURPOSE AND POWERS Section 1.1 Purpose. The Corpus Christi B Corporation (the “Corporation”) is a Type B corporation established for the purposes set forth in its Certificate of Formation, acting on behalf of the City of Corpus Christi, Texas (the “City”) as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Chapters 501-505 of the Texas Local Government Code, as amended (the “Act”), the Texas Non-Profit Corporation Act, Chapter 22 of the Texas Business Organizations Code, as amended (the “Non-Profit Act”), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by Chapter 505 and other applicable provisions of the Act, and shall have all the powers set forth and conferred in its Certificate of Formation, in the Act, in the Non-Profit Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II: BOARD OF DIRECTORS Section 2.1 Number and Term of Office (a) The affairs of the Corporation shall be managed and controlled by a Board of Directors (the “Board”) subject to the advice and consent of the City and, subject to the restrictions imposed by the law, by the Certificate of Formation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. Any projects undertaken using the funds of the Corporation will require the approval of the Corpus Christi City Council (the “City Council”), in accordance with the Act. (b) The Board shall be composed of seven persons appointed by the City Council as laid out in the Corporation’s Certificate of Formation. (c) Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. Directors serve at the will of City Council and can be removed with or without cause at any time by motion of the City Council. Page 3 of 7 Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at an available room at City Hall. Section 2.3 Quorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. Section 2.4 Conduct of Business. (a) The president shall be a voting member of the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice-president shall preside. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. The City Secretary shall serve as assistant secretary, to provide administrative support services and official record keeping for the Corporation. (d) At meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with the rules of procedure as from time to time adopted by the Board. Section 2.5 Compensation of Directors. Directors shall serve without compensation, but they may be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III: OFFICERS Section 3.1 Titles and Terms of Office. The officers of the Corporation shall include a president, a vice-president, a secretary, and such other officers as the Board of Directors may from time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices. Terms of officers shall expire in accordance with the Certificate of Formation. Officers may be re-elected. So long as the person elected to a position remains a Director, he or she will continue to serve in that position until a new officer is elected by the Board. Section 3.2 Powers and Duties of the President. The president shall be the presiding officer of the Corporation, and after approval by the Board, shall execute all contracts and other instruments in the name of the Corporation. Section 3.3 Vice-President. The vice-president shall exercise the powers of the president during that officer’s absence or inability to act. Section 3.4 Secretary. The secretary or assistant secretary shall keep the minutes of all Page 4 of 7 meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest to the signature of the president, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. All records of the Corporation are subject to the Texas Public Information Act. Section 3.5 City Manager’s Office. The City Manager of the City, or designee, will serve as the Executive Director of the Corporation, provide administrative support services for the Corporation in accordance with section 5.6, and perform duties as prescribed by the Board and City Council. Section 3.6 City Council Liaison. (a) The City Council may, in its discretion, appoint a City Council member as a liaison to the Corporation for purposes of facilitating communication between the City Council and the Board. (b) The City Council liaison may: 1. Attend meetings of the Board and sit with the Board, as if a part of the Board’s membership. 2. Communicate with City Council regarding the activity and discussion at each Board meeting, so long as any communication between the liaison that the City Council complies with the Open Meetings Act. The liaison may make scheduled updates during City Council meetings or discuss Type B business when Type B projects appear on the City Council agenda. 3. Communicate with the Board at meetings regarding direction from City Council and participate in the discussion of potential projects as a representative of City Council. (c) The City Council liaison may not: 1. Vote on any item considered at a meeting of the Board. 2. Be counted when determining if a quorum of the Board is present. 3. Act as a Director of the Board in any capacity. The City Council liaison is not a Director of the Corporation and, as such, has no authority to speak on behalf of the Board. The liaison may communicate as a representative of City Council to facilitate communication between the Board and the City Council. Page 5 of 7 Section 3.7 Compensation. Officers, other than City staff, shall not receive any salary or compensation for those services, except that they may be reimbursed for the actual expenses incurred in the performance of those services. The Corporation shall reimburse the City for the time of all City staff in accordance with section 5.6. ARTICLE IV: FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Contracts. No contract or other transaction between the Corporation and any other corporation, person, or entity shall be executed unless the majority of the Board, who are present and approve such contract, are persons with no interest in such other person or entity. Board members are subject to the City’s Code of Ethics, Chapter 2, Article V, of the City’s Code of Ordinances. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the accountants and other staff of the City. (c) The Corporation’s books, records, accounts, and financial statements shall be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council. Such audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments (“Obligations”) issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures, or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Finance Department of the City. Page 6 of 7 Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to the Act and any proceeds deriving therefrom, including proceeds from the investment of funds of the Corporation and proceeds derived from the sale of Obligations, may be expended by the Corporation for its authorized purposes consistent with the Act. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V: MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Certificate of Formation. (b) The Corporation shall have and shall continuously designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and delivered to the City Secretary, and shall take effect upon appointment of a successor. Section 5.5 Approval by City Council or Advice and Consent of the City. To the extent that these bylaws or the Certificate of Formation refer to any approval by the City Council, such approval shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the City Council. To the extent that that these bylaws or the Certificate of Formation refer to advice and consent of the City, such advice and consent can be in the form of City Council approval or other approval by the City Manager, or designee, when appropriate. Section 5.6 Services of City Staff and Officers. The Corporation shall pay for all services provided to the Corporation by City staff. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services of the staff and employees of the City. All requests for staff time or inquiries of staff will be requested through the executive director of the Corporation. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Reasonable compensation for services provided by City staff, including City staff serving as an officer for the Corporation, is the amount determined by the Page 7 of 7 allocation study conducted annually for the City, or such other method used by the City to make that determination. Section 5.7 Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers, and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys’ fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI: EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1) the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board. Section 6.2 Amendments to Bylaws. These bylaws may be amended only in accordance with the requirements of the Act. BYLAWS OF CORPUS CHRISTI B CORPORATION ARTICLE I: PURPOSE AND POWERS Section 1.1 Purpose. The Corpus Christi B Corporation (the “Corporation”) is a Type B corporation established for the purposes set forth in its Certificate of Formation, acting on behalf of the City of Corpus Christi, Texas (the “City”) as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Chapters 501-505 of the Texas Local Government Code, as amended (the “Act”), the Texas Non-Profit Corporation Act, Chapter 22 of the Texas Business Organizations Code, as amended (the “Non-Profit Act”), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by Chapter 505 and other applicable provisions of the Act, and shall have all the powers set forth and conferred in its Certificate of Formation, in the Act, in the Non-Profit Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II: BOARD OF DIRECTORS Section 2.1 Number and Term of Office (a) The affairs of the Corporation shall be managed and controlled by a Board of Directors (the “Board”) subject to the advice and consent of the City and, subject to the restrictions imposed by the law, by the Certificate of Formation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. Any projects undertaken using the funds of the Corporation will require the approval of the Corpus Christi City Council (the “City Council”), in accordance with the Act. (b) The Board shall be composed of seven persons appointed by the City Council as laid out in the Corporation’s Certificate of Formation. (c) Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. Directors serve at the will of City Council and can be removed with or without cause at any time by motion of the City Council. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at an available room at City Hall. Section 2.3 Quorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. Section 2.4 Conduct of Business. (a) The president shall be a voting member of the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice-president shall preside. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. The City Secretary shall serve as assistant secretary, to provide administrative support services and official record keeping for the Corporation. (d) At meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with the rules of procedure as from time to time adopted by the Board. Section 2.5 Compensation of Directors. Directors shall serve without compensation, but they may be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III: OFFICERS Section 3.1 Titles and Terms of Office. The officers of the Corporation shall include a president, a vice-president, a secretary, and such other officers as the Board of Directors may from time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices. Terms of officers shall expire in accordance with the Certificate of Formation. Officers may be re- elected. So long as the person elected to a position remains a Director, he or she will continue to serve in that position until a new officer is elected by the Board. Section 3.2 Powers and Duties of the President. The president shall be the presiding officer of the Corporation, and after approval by the Board, shall execute all contracts and other instruments in the name of the Corporation. Section 3.3 Vice-President. The vice-president shall exercise the powers of the president during that officer’s absence or inability to act. Section 3.4 Secretary. The secretary or assistant secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest to the signature of the president, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. All records of the Corporation are subject to the Texas Public Information Act. Section 3.5 City Manager’s Office. The City Manager of the City, or designee, will serve as the Executive Director of the Corporation, provide administrative support services for the Corporation in accordance with section 5.6, and perform duties as prescribed by the Board and City Council. Section 3.6 City Council Liaison. (a) The City Council may, in its discretion, appoint a City Council member as a liaison to the Corporation for purposes of facilitating communication between the City Council and the Board. (b) The City Council liaison may: 1. Attend meetings of the Board and sit with the Board, as if a part of the Board’s membership. 2. Communicate with City Council regarding the activity and discussion at each Board meeting, so long as any communication between the liaison that the City Council complies with the Open Meetings Act. The liaison may make scheduled updates during City Council meetings or discuss Type B business when Type B projects appear on the City Council agenda. 3. Communicate with the Board at meetings regarding direction from City Council and participate in the discussion of potential projects as a representative of City Council. (c) The City Council liaison may not: 1. Vote on any item considered at a meeting of the Board. 2. Be counted when determining if a quorum of the Board is present. 3. Act as a Director of the Board in any capacity. The City Council liaison is not a Director of the Corporation and, as such, has no authority to speak on behalf of the Board. The liaison may communicate as a representative of City Council to facilitate communication between the Board and the City Council. Section 3.7 Compensation. Officers, other than City staff, shall not receive any salary or compensation for those services, except that they may be reimbursed for the actual expenses incurred in the performance of those services. The Corporation shall reimburse the City for the time of all City staff in accordance with section 5.6. ARTICLE IV: FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Contracts. No contract or other transaction between the Corporation and any other corporation, person, or entity shall be executed unless the majority of the Board, who are present and approve such contract, are persons with no interest in such other person or entity. Board members are subject to the City’s Code of Ethics, Chapter 2, Article V, of the City’s Code of Ordinances. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the accountants and other staff of the City. (c) The Corporation’s books, records, accounts, and financial statements shall be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council. Such audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments (“Obligations”) issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures, or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Finance Department of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to the Act and any proceeds deriving therefrom, including proceeds from the investment of funds of the Corporation and proceeds derived from the sale of Obligations, may be expended by the Corporation for its authorized purposes consistent with the Act. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V: MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Certificate of Formation. (b) The Corporation shall have and shall continuously designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and delivered to the City Secretary, and shall take effect upon appointment of a successor. Section 5.5 Approval by City Council or Advice and Consent of the City. To the extent that these bylaws or the Certificate of Formation refer to any approval by the City Council, such approval shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the City Council. To the extent that that these bylaws or the Certificate of Formation refer to advice and consent of the City, such advice and consent can be in the form of City Council approval or other approval by the City Manager, or designee, when appropriate. Section 5.6 Services of City Staff and Officers. The Corporation shall pay for all services provided to the Corporation by City staff. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services of the staff and employees of the City. All requests for staff time or inquiries of staff will be requested through the executive director of the Corporation. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Reasonable compensation for services provided by City staff, including City staff serving as an officer for the Corporation, is the amount determined by the allocation study conducted annually for the City, or such other method used by the City to make that determination. Section 5.7 Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers, and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys’ fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI: EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1) the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board. Section 6.2 Amendments to Bylaws. These bylaws may be amended only in accordance with the requirements of the Act. DATE: November 9, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis Heatherh3@cctexas.com 361-826-3227 CAPTION: Resolution approving the amended bylaws for the Corpus Christi Business and Job Development Corporation (the “Type A Corporation”) as approved by the Board of Directors of the Type A Corporation on March 16, 2020. SUMMARY: On March 16, 2020, the Board of Directors of the Corpus Christi Business and Job Development Corporation (the “Type A Corporation”) approved amended bylaws to incorporate changes previously made to the Articles of Incorporation (now called Certificate of Formation) and to allow officers to continue to serve until replaced. BACKGROUND AND FINDINGS: In September 2019, an issue arose regarding an Officer’s position expiring on September 30, but elections not occurring until October. Precedent was that an officer retained his or her position until a new officer was elected. Staff recommended a formal amendment to the bylaws to codify that an Officer remains an Officer until a new officer is elected by the Board. In March 2020, a motion to amend the Corpus Christi Business and Job Development Corporation’s bylaws was approved by the Board. The amendments to make the change along with other items that were approved in the charter but needed to be changed in the bylaws are as follows: Amend Article III Sec 3.1 to reflect that as the person elected to a position remains a Director, he or she will continue to serve in that position until a new officer is elected by the Board. Moving from five to seven members. Changing the fiscal year (Aug 1 to Oct 1). The changes defined the membership and the officer terms as those laid out in the Approval of amended Bylaws – Corpus Christi Business and Job Development Corporation (the “Type A Corporation”) AGENDA MEMORANDUM Action Item for the City Council Meeting December 1, 2020 certificate of formation so in the future if the Board changed the certificate of formation, the Board doesn’t have to come back to change the bylaws again. These amendments must also be approved by City Council. ALTERNATIVES: Council could choose not to accept the amended bylaws FISCAL IMPACT: N/A Funding Detail: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends the approval of amended bylaws. LIST OF SUPPORTING DOCUMENTS: Amended Type A Corporation Bylaws Type A Certificate of Formation Resolution Resolution approving the amended bylaws for the Corpus Christi Business and Job Development Corporation (the “Type A Corporation”) as approved by the Board of Directors of the Type A Corporation on March 16, 2020. WHEREAS, on March 16, 2020, the Board of Directors of the Corpus Christi Business and Job Development Corporation (the “Type A Corporation”) approved amended bylaws to incorporate changes previously made to the Articles of Incorporation (now called Certificate of Formation) and to allow officers to continue to serve until replaced. WHEREAS, City Council approval is required before the amended bylaws can go into effect. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council authorizes the amendment to the bylaws of the Type A Corporation. A copy of the amended bylaws is attached hereto as Exhibit A and incorporated herein. PASSED AND APPROVED this _____ day of __________________, 20 20: Joe McComb _______________________ Roland Barrera _______________________ 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 EXHIBIT A BYLAWS OF CORPUS CHRISTI BUSINESS AND JOB ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Corpus Christi Business and Job Development Corporation (the “Corporation”) is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of Corpus Christi, Texas (the “City”) as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6 Tex. Rev. Civ. Stats. Ann. (the “Act”), as amended, the Texas Non-Profit Corporation Act, Article 1396-1.01, et seq., Tex. Rev. Civ. Stats. Ann., as amended (the “Non-Profit Act”), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by Section 4A of the Act, and shall have all the powers set forth and conferred in its Articles of Incorporation, in the Act, in the Non-Profit Act and in other applicable law, subject to the limitations prescribed therein and herein and, to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Number and Term of Office (a) The affairs of the Corporation shall be managed and controlled by a Board of Directors (the “Board”) under the guidance and direction of the Corpus Christi City Council (the “City Council”) and, subject to the restrictions imposed by the law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall be composed of seven persons appointed by the City Council of the City as laid out in the Corporation’s Articles of Incorporation (now called Certificate of Formation). (c) Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at an available room at City Hall. Section 2.3 Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act. Section 2.4 Quorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.5 Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with the rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice president shall preside. (c) The president shall be a voting member of the Board. (d) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. The City Secretary shall serve as assistant secretary, to provide administrative support services and official record keeping for the Corporation. Section 2.6 Compensation of Directors. Directors shall serve without compensation, but they may be reimbursed for their actual expenses incurred in the performance of thei r official duties as directors. ARTICLE III OFFICERS Section 3.1 Titles and Terms of Office. The officers of the Corporation shall include a president, a vice president, and a secretary, and such other officers as the City Council may from time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices. Terms of officers shall be one (1) year with the term of office expiring in accordance with the Articles of Incorporation (now called Certificate of Formation). Officers may be re- elected. So long as the person elected to a position remains a Director, he or she will continue to serve in that position until a new officer is elected by the Board. Section 3.2 Powers and Duties of the President. The president shall be the presiding officer of the Corporation, and after approval by the Board, shall execute all contracts and other instruments in the name of the Corporation. Section 3.3 Vice President. The vice president shall exercise the powers of the president during that officer’s absence or inability to act. Section 3.4 Secretary. The secretary or assistant secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall be subject to the Texas Public Information Act, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.5 City Manager Offices. The City Manager of the City of Corpus Christi or his designee will serve as the Executive Director of the Corporation, provide administrative support services for the Corporation, and perform duties as prescribed by the Board and City Council. Section 3.6 Compensation. Officers shall not receive any salary or compensation for those services, except that they may be reimbursed for the actual expenses incurred in the performance of those services. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Contracts. No contract or other transaction between the Corporation and any other corporation, person or entity shall be executed unless the majority of the Board who are present and approve such contract are persons with no interest in such other person or entity. Board members are subject to the City’s Code of Ethics, Chapter 2, Section V, of the City’s Code of Ordinances. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the accountants and other staff of the City. (c) The Corporation’s books, records, accounts, and financial statements shall be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council. Such an audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments (“Obligations”) issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Finance Department of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to Section 4A of the Act and any proceeds deriving therefrom, including proceeds from the investment of funds of the Corporation and proceeds derived from the sale of Obligations, may be expended by the Corporation for its authorized purposes consistent with the Act. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continuously designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Page 6 of 6 Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and delivered to the City Secretary, and shall take effect upon appointment of a successor. Section 5.5 Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the City Council, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the City Council. Section 5.6 Services of City Staff and Officers. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services and the staff employees of the City. All requests for staff time or inquiries of staff will be requested through the City Manager’s Office. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Section 5.7 Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1) the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board. Section 6.2 Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. BYLAWS OF CORPUS CHRISTI BUSINESS AND JOB ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Corpus Christi Business and Job Development Corporation (the “Corporation”) is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of Corpus Christi, Texas (the “City”) as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6 Tex. Rev. Civ. Stats. Ann. (the “Act”), as amended, the Texas Non-Profit Corporation Act, Article 1396-1.01, et seq., Tex. Rev. Civ. Stats. Ann., as amended (the “Non-Profit Act”), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by Section 4A of the Act, and shall have all the powers set forth and conferred in its Articles of Incorporation, in the Act, in the Non-Profit Act and in other applicable law, subject to the limitations prescribed therein and herein and, to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Number and Term of Office (a) The affairs of the Corporation shall be managed and controlled by a Board of Directors (the “Board”) under the guidance and direction of the Corpus Christi City Council (the “City Council”) and, subject to the restrictions imposed by the law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall be composed of seven persons appointed by the City Council of the City as laid out in the Corporation’s Articles of Incorporation (now called Certificate of Formation). (c) Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at an available room at City Hall. Section 2.3 Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act. Section 2.4 Quorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.5 Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with the rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice president shall preside. (c) The president shall be a voting member of the Board. (d) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. The City Secretary shall serve as assistant secretary, to provide administrative support services and official record keeping for the Corporation. Section 2.6 Compensation of Directors. Directors shall serve without compensation, but they may be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III OFFICERS Section 3.1 Titles and Terms of Office. The officers of the Corporation shall include a president, a vice president, and a secretary, and such other officers as the City Council may from time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices. Terms of officers shall be one (1) year with the term of office expiring in accordance with the Articles of Incorporation (now called Certificate of Formation). Officers may be re-elected. So long as the person elected to a position remains a Director, he or she will continue to serve in that position until a new officer is elected by the Board. Section 3.2 Powers and Duties of the President. The president shall be the presiding officer of the Corporation, and after approval by the Board, shall execute all contracts and other instruments in the name of the Corporation. Section 3.3 Vice President. The vice president shall exercise the powers of the president during that officer’s absence or inability to act. Section 3.4 Secretary. The secretary or assistant secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall be subject to the Texas Public Information Act, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.5 City Manager Offices. The City Manager of the City of Corpus Christi or his designee will serve as the Executive Director of the Corporation, provide administrative support services for the Corporation, and perform duties as prescribed by the Board and City Council. Section 3.6 Compensation. Officers shall not receive any salary or compensation for those services, except that they may be reimbursed for the actual expenses incurred in the performance of those services. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Contracts. No contract or other transaction between the Corporation and any other corporation, person or entity shall be executed unless the majority of the Board who are present and approve such contract are persons with no interest in such other person or entity. Board members are subject to the City’s Code of Ethics, Chapter 2, Section V, of the City’s Code of Ordinances. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the accountants and other staff of the City. (c) The Corporation’s books, records, accounts, and financial statements shall be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council. Such an audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments (“Obligations”) issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Finance Department of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to Section 4A of the Act and any proceeds deriving therefrom, including proceeds from the investment of funds of the Corporation and proceeds derived from the sale of Obligations, may be expended by the Corporation for its authorized purposes consistent with the Act. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continuously designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and delivered to the City Secretary, and shall take effect upon appointment of a successor. Section 5.5 Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the City Council, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the City Council. Section 5.6 Services of City Staff and Officers. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services and the staff employees of the City. All requests for staff time or inquiries of staff will be requested through the City Manager’s Office. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Section 5.7 Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1) the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board. Section 6.2 Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. DATE: November 10, 2020 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 CAPTION: Motion approving the 2021 City Council Meeting calendar. SUMMARY: For planning purposes, attached is the proposed 2021 Council meeting calendar. The calendar includes proposed meeting dates for the Downtown TIRZ No. 3 Board, the North Beach TIRZ No. 4 Board, and the Audit Committee because Council members serve on these boards and the meetings are held before regular City Council meetings. BACKGROUND AND FINDINGS: Council Policies state that the City Council shall meet in regular session at 11:30 a.m. each Tuesday, except the first Tuesday of each month. The City Charter states that the City Council shall meet in regular session at least once per week unless the Council elects to adjust the regular meeting schedule for valid reasons recorded in the minutes. The Charter also requires the Council to meet in regular session not less often than twice a month. In 2021, a total of 34 regular Council meetings is being proposed, the same number held last year. CANCELED Regular Council Meetings: January 19, 2021 Day after MLK Day (City holiday) March 9, 2021 Spring Break July 13, 2021 Summer Break September 28, 2021 In lieu of Sept. 7 Council meeting (see note below) November 23 & 30, 2021 Thanksgiving Break December 21 & 28, 2021 Christmas Break NEW Council Meeting Date: September 7, 2021 First Tuesday in September, which is normally not a regular Council meeting date. Staff is requesting a meeting to comply with Tax Assessor/Collector’s Office requirements for tax rate approval. Approval of 2021 Council Meeting Calendar AGENDA MEMORANDUM Action Item for the December 1, 2020 Council Meeting FISCAL IMPACT: None. SUPPORTING DOCUMENTS: 2021 Council Meeting Calendar Monday Tuesday Wednesday Thursday Friday Saturday 27 28 29 30 31 1 2 New Year's Day CITY HOLIDAY 3 4 5 6 7 8 9 City of CC New Council Orientation City of CC New Council Orientation 10 11 12 13 14 15 16 Audit Comm Mtg. Inauguration Day - Council Mtg. 17 18 19 20 21 22 23 M L King Day Cancel Council Meeting TML Newly Elected Officials Conference CITY HOLIDAY San Antonio 24 25 26 27 28 29 30 TIRZ No. 4 Mtg. Council Mtg. 31 1 2 3 4 5 6 © www.calendarlabs.com JANUARY 2021 Sunday Notes: TIRZ No. 3 Mtg. Monday Tuesday Wednesday Thursday Friday Saturday 31 1 2 3 4 5 6 7 8 9 10 11 12 13 Audit Comm Mtg. Council Mtg. 14 15 16 17 18 19 20 Presidents' Day Council Mtg. 21 22 23 24 25 26 27 Council Mtg. 28 1 2 3 4 5 6 © www.calendarlabs.com FEBRUARY 2021 Sunday Notes: Valentine's Day Monday Tuesday Wednesday Thursday Friday Saturday 28 1 2 3 4 5 6 7 8 9 10 11 12 13 Cancel City Council 14 15 16 17 18 19 20 City Council Mtg. 21 22 23 24 25 26 27 City Council Mtg. 28 29 30 31 1 2 3 City Council Mtg.Good Friday © www.calendarlabs.com Sunday MARCH 2021 Spring Break (T) Notes: Monday Tuesday Wednesday Thursday Friday Saturday 28 29 30 31 1 2 3 Good Friday 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Audit Comm Mtg. City Council Mtg. 18 19 20 21 22 23 24 TIRZ No. 4 Mtg. City Council Mtg. 25 26 27 28 29 30 1 TIRZ No. 3 Mtg. City Council Mtg. © www.calendarlabs.com Easter Sunday APRIL 2021 Sunday Notes: Monday Tuesday Wednesday Thursday Friday Saturday 25 26 27 28 29 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 City Council Mtg. 16 17 18 19 20 21 22 City Council Mtg. 23 24 25 26 27 28 29 City Council Mtg. 30 31 1 2 3 4 5 Memorial Day City Holiday © www.calendarlabs.com Mother's Day MAY 2021 Sunday Notes: Monday Tuesday Wednesday Thursday Friday Saturday 30 31 1 2 3 4 5 Memorial Day 6 7 8 9 10 11 12 Audit Comm Mtg. City Council Mtg. 13 14 15 16 17 18 19 City Council Mtg. 20 21 22 23 24 25 26 TIRZ No. 4 Mtg. City Council Mtg. 27 28 29 30 1 2 3 TIRZ No.3 Mtg. City Council Mtg. © www.calendarlabs.com JUNE 2021 Sunday Notes: Father's Day Monday Tuesday Wednesday Thursday Friday Saturday 27 28 29 30 1 2 3 4 5 6 7 8 9 10 Independence Day Holiday CITY HOLIDAY 11 12 13 14 15 16 17 Cancel Council Mtg. 18 19 20 21 22 23 24 Audit Comm Mtg. City Council Mtg. 25 26 27 28 29 30 31 TIRZ No.3 Mtg. TIRZ No. 4 Mtg. City Council Mtg. © www.calendarlabs.com JULY 2021 TML Newly Elected Officials Conference San Antonio Sunday Independence Day Notes: Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Audit Comm Mtg. City Council Mtg. 15 16 17 18 19 20 21 City Council Mtg. 22 23 24 25 26 27 28 City Council Mtg. 29 30 31 1 2 3 4 City Council Mtg. © www.calendarlabs.comNotes: AUGUST 2021 TML Newly Elected Officials Conference Bastrop Sunday Monday Tuesday Wednesday Thursday Friday Saturday 29 30 31 1 2 3 4 5 6 7 8 9 10 11 Labor Day City Council Mtg. CITY HOLIDAY 12 13 14 15 16 17 18 Audit Comm Mtg. City Council Mtg. 19 20 21 22 23 24 25 City Council Mtg. 26 27 28 29 30 1 2 Cancel Council Meeting © www.calendarlabs.com SEPTEMBER 2021 Sunday Notes: Monday Tuesday Wednesday Thursday Friday Saturday 26 27 28 29 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Columbus Day Audit Comm Mtg. City Council Mtg. 17 18 19 20 21 22 23 TIRZ No. 4 Mtg. City Council Mtg. 24 25 26 27 28 29 30 TIRZ No. 3 Mtg. City Council Mtg. 31 1 2 3 4 5 6 © www.calendarlabs.com OCTOBER 2021 Sunday TML Annual Conference - Houston Notes: Halloween Monday Tuesday Wednesday Thursday Friday Saturday 31 1 2 3 4 5 6 7 8 9 10 11 12 13 Audit Comm Mtg.Veterans Day City Council Mtg. 14 15 16 17 18 19 20 City Council Mtg. 21 22 23 24 25 26 27 Cancel Council Mtg.Thanksgiving Day City Holiday 28 29 30 1 2 3 4 Cancel Council Mtg. © www.calendarlabs.com Halloween NOVEMBER 2021 Sunday Notes: Monday Tuesday Wednesday Thursday Friday Saturday 28 29 30 1 2 3 4 5 6 7 8 9 10 11 Audit Comm Mtg. Council Mtg. 12 13 14 15 16 17 18 Council Mtg. 19 20 21 22 23 24 25 Cancel Council Mtg.City Holiday Christmas 26 27 28 29 30 31 1 Cancel Council Mtg.City Holiday New Year's Day © www.calendarlabs.com DECEMBER 2021 Sunday Notes: DATE: December 1, 2020 TO: Peter Zanoni, City Manager FROM: Judy Villalon, City Treasurer JudyAV@CCTexas.com (361) 826-3651 Heather Hurlbert, Director of Finance and Business Analysis HeatherH3@CCTexas.com (361) 826-3227 Kim Baker, Director of Contracts and Procurement KimB2@CCTexas.com (361) 826-3169 CAPTION: Ordinance designating Frost Bank as the depository for the City’s municipal funds pursuant to Chapter 105, Local Government Code; and authorizing the City’s Chief Financial Officer to execute a five-year depository services contract to commence on January 1, 2021. SUMMARY: This ordinance establishes a full-service commercial depository to provide depository services for the City’s funds. BACKGROUND AND FINDINGS: The City has a continuous need for a full-service commercial depository to provide depository services for the City’s funds. The City is currently under agreement for depository services with Frost Bank. The initial three-year term of that agreement commenced on January 1, 2016 and continued through December 31, 2018. The two one -year extension periods were exercised which extended the agreement through December 31, 2020, at which time the current agreement expires. Depository Bank Services Agreement between the City of Corpus Christi and Frost Bank AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting December 1, 2020 Second Reading Ordinance for the City Council Meeting of December 8, 2020 Contracts and Procurement issued a Request for Applications (RFA) for depository services for the City of Corpus Christi. The City Treasurer notified six local banks of the RFA. It was advertised twice in the Corpus Christi Caller-Times as required by the Texas Local Government Code and was posted to the City’s website. Three applications were received from Frost Bank, Plains Capital Bank and Wells Fargo Bank, N.A. The applications were evaluated to ascertain the most advantageous and best value to the City by an evaluation team. The criteria used in the evaluation were as follows: Capability to provide services required Earnings potential and funds availability Creditworthiness of the Depository Depository services costs Important factors also considered during the evaluation process included : lockbox services functionality of the system service level cost of services references The evaluation team recommends awarding the contract to Frost Bank. Frost Bank offers the closest lockbox facility for the processing of three lockboxes. Therefore, customer payments are not delayed by additional mail time. Frost Bank offers a high level of technological services, convenient locations, local representation, excellent customer service and the closest lockbox facility which ensures prompt receipt through the mail. The City of Corpus Christi has been a Frost Bank customer for the past 23 years. ALTERNATIVES: The Texas Local Government Code Chapter 105 requires the governing body of a municipality to authorize a depository services agreement. The current depository contract expires on December 31, 2020 and a new depository contract needs to be in place at that time. FISCAL IMPACT: There is no fiscal impact for the City. The City maintains a balance with the Bank and receives an earnings allowance. This earnings allowance is used to offset the monthly bank service fees. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 10830 Cash Management Mission Element: 184 Treasury for Debt & Cash Mgmt. Project # (CIP Only): n/a Account: 540030 Interest & Bank Charges RECOMMENDATION: Staff recommends approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Scoring Matrix Attachment A – Depository Service Agreement and attachments Ordinance designating Frost Bank as the depository for the City’s municipal funds pursuant to Chapter 105, Local Government Code; and authorizing the City’s Chief Financial Officer to execute a five-year depository services contract to commence on January 1, 2021. Whereas, the City of Corpus Christi, through the City Treasurer, issued a Request for Applications for depository services in accordance with State law; Whereas, three banks submitted responses which were received and reviewed by the City Treasurer and staff; and Whereas, the City Council has been presented with the specifications of each application in accordance with Section 105.011, Texas Local Government Code, and responses, along with staff’s recommendation for consideration. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. Frost Bank is designated as the City’s depository for municipal funds. Section 2. The City’s Chief Financial Officer is authorized to execute a depository services contract, and including any required banking documents, with Frost Bank to provide municipal depository services, lockbox services, and related financial services to the City of Corpus Christi for a period of five years commencing on January 1, 2021, and ending on December 31, 2025. 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 _____________ 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: CITY OF CORPUS CHRISTI _______________________________ _________________________________ Rebecca Huerta Joe McComb City Secretary Mayor Attest: City of Corpus Christi _______________________________________ ______________________________________ Rebecca Huerta, City Secretary Joe McComb, Mayor RFA 2939 - Depository Services Sr. Buyer: Minerva Alvarado Proposal Evaluation Frost Bank Wells Fargo PlainsCapital Bank Minimum Requirements (Pass/Fail) Required three years in business No outstanding lawsuits during last 5 years No outstanding regulatory issues last 5 years No current litigation with the City during last 5 years References Provided for firm Technical Proposal (60 points)59 48 42 Capability to provide services required Earnings potential and funds availability Creditworthiness of the Depository Depository Services Costs (40 points)37 40 25 96 88 67 Pass Pass Pass 1 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) BANK DEPOSITORY AGREEMENT This depository agreement for public fund entities, together with the terms of the BANK's bid to serve as depository, a copy of which is attached hereto, if applicable (collectively, this "Agreement"), is made and entered into on the date last herein written by and between CITY OF CORPUS CHRISTI, hereinafter called "DEPOSITOR," and FROST BANK, a Texas state bank, duly organized and authorized by law to do banking business in the State of Texas and now carrying on such business in said State (the "BANK"). 1. Appointment of Depository and Term. DEPOSITOR designates BANK as a depository for the period beginning JANURARY 1, 2021 and continuing until this Agreement has been canceled in accordance with the provisions hereof, for certain accounts in the name of the DEPOSITOR, and such accounts shall be opened by the DEPOSITOR designating the accounts and making deposits therein and the BANK accepting said deposits. The term of this Agreement (the "Term") shall be JANUARY 1, 2021 through DECEMBER 31, 2025 as defined in the CITY OF CORPUS CHRISTI’s Request for Proposal, unless the parties mutually agree to an extension of the Term of this Agreement if such extension is allowed by applicable law. If the parties agree to such an extension of the Term, then the parties shall either execute an addendum to this Agreement or other written evidence stating that the parties have agreed to an extension, the statutory or other legal authority for such extension and the date upon which such extension of the Term expires. During the Term of this Agreement, the DEPOSITOR will, through appropriate action of its governing body, designate the officer or officers who, individually or jointly, will be authorized to represent and act on behalf of the DEPOSITOR in any and all matters of every kind arising under this Agreement, including, but not limited to, taking such actions as: (a) executing and delivering to BANK an electronic fund or funds transfer agreement (and any addenda thereto); (b) appointing and de signating, from time to time, a person or persons authorized to request withdrawals, orders for payment, or transfers on behalf of DEPOSITOR in accordance with the electronic fund or funds transfer agreement and addenda; (c) making withdrawals or transfers by written instrument; and (d) delivering to BANK the DEPOSITOR's collateral policy and evidence of approval by the DEPOSITOR's governing body of (1) the collateral policy, (2) the CUSTODIAN (defined below), (3) this Agreement, and (4) the attached Security Agreement (defined below). 2. Establishment of Accounts. DEPOSITOR shall deposit such of its funds as it may choose, and BANK shall receive such deposits as "Demand Deposits," Interest on Checking Accounts ("IOCs"), "Savings Accounts," Money Management Accounts ("MMAs"), and/or Certificates of Deposit ("CDs"), as designated by DEPOSITOR, and BANK shall hold said Demand Deposits, IOCs, Savings Accounts, MMAs, and/or CDs subject to payment in accordance with the terms of the particular deposit. BANK will allow, credit, and pay interest on such IOCs, Savings Accounts, MMAs, and/or CDs at a rate to be set by the BANK, with: (1) interest on IOCs and MMAs to be paid monthly as it accrues through the last day of each month; (2) interest on Savings Accounts to be paid quarterly as it accrues through the last day each qua rter; and (3) interest on CDs to be paid at maturity. Interest on CDs shall be calculated for the exact number of days on the basis of a 365 -day year. All BANK accounts or products listed above shall be in the name of Depositor with the designation of the fund or account in accordance with instructions of Depositor. 2 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) 3. Depository Services; DEPOSITOR Records; Fees. Subject to the provisions stated above and to the particular terms of Demand Deposits, MMAs, Savings Accounts, or IOCs, BANK shall pay on demand to the order of DEPOSITOR upon presentation of checks, drafts, or vouchers properly issued, all or any portion of said deposits now on deposit or to be deposited with said BANK, as long as collected funds are on deposit. BANK statements, check images, check registers, deposit slips, debit and credit notices, reconciliations, notices of interest earned, and any other related documentation, or images thereof, shall be retained by BANK for a period of 7 years after the date of receipt of the items. T o the extent permitted by law, BANK shall make all records, books, and supporting documents, or images thereof, pertaining to services applicable to DEPOSITOR accounts and transactions pursuant to this Agreement available at any reasonable time during the term of this Agreement, to DEPOSITOR and its designated representatives. To the extent permitted by law, DEPOSITOR shall have the right to examine, audit, inspect, or make copies of any of such documents. To determine charges for services rendered, BANK utilizes an earnings credit rate (“ECR”) on BANK's account analysis system, determined and calculated in a manner specified in the BANK’s proposal/offer. The BANK’s account analysis system is used to calculate and account for all BANK - performed deposit and treasury management service charges. BANK will calculate the DEPOSITOR's combined average daily collected balances, and using the ECR, number of days in the year, and number of days in the month calculate the earnings credit allowance of the BANK and use such earnings credit allowance to offset the accrued analyzed charges to the DEPOSITOR of combined services rendered by BANK. For any amount of such accrued analyzed charges not offset by DEPOSITOR's earnings credit allowance as described above, DEPOSITOR shall remit payment in such amount to BANK monthly. Any excess or unused earnings credit allowance may be carried to the next month toward the offset of that month’s accrued analyzed charges; provided, however, that excess earnings credit allowances carried forward from a previous month must be used for offset of accrued analyzed charges within the same calendar quarter, and such earnings credit allowances shall reset to zero as of the end of each calendar quarter (March 31, June 30, September 30 and December 31). Any interest paid on MMAs, Savings Accounts or IOCs shall be considered an interest expense and included in the accrued analyzed charges of the DEPOSITOR on the account analysis statement. 4. Security of Funds; Acceptable Security; Appointment of CUSTODIAN; Increases in Collateral Amounts. All funds on deposit with BANK to the credit of the DEPOSITOR (including Demand Deposits, IOCs, Savings Accounts, MMAs, and CDs) shall be secured pursuant to the BANK's "Security Agreement" or similar agreement (the "Security Agreement") and any agreement required by the CUSTODIAN (defined below), all of which are attached hereto. DEPOSITOR and BANK, by execution of this Agreement, designate Federal Reserve Bank, Federal Home Loan Bank or The Bank of New York Mellon Trust Company, N.A. as the "CUSTODIAN," to hold collateral in an account maintained by CUSTODIAN in the name of the BANK and subject to the control of DEPOSITOR, according to the terms and conditions of this Agreement, the Security Agreement, and any agreement required by the CUSTODIAN to document such relationship. DEPOSITOR recognizes that the Federal Deposit Insurance Corporation (or its successor) (the "FDIC") provides insurance for DEPOSITOR’s funds deposited at any one Texas financial institution, including accrued interest on such funds, only up to maximum regulatory limits as set by the FDIC. All uninsured funds on deposit with BANK to the credit of the DEPOSITOR shall be secured by collateral as provided for in the Texas Public Funds Collateral Act and in other applicable law (collectively, the "Acts"), and DEPOSITOR agrees and certifies that the collateral listed in Exhibit A to the Security Agreement shall be eligible to be used as collateral to secure DEPOSITOR's funds on deposit with the BANK. The market value of the collateral securing DEPOSITOR’s funds must at all times equal or exceed 102% of the daily ledger balance (amount of funds plus the amount of any accrued interest on the funds) of all DEPOSITOR’s 3 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) Demand Deposits, IOC’s, Savings Accounts, MMA’s and CDs, less the FDIC standard maximum deposit insurance amount ("SMDIA") (the "Collateral Requirement"). The market value with respect to any collateral as of any date and priced on such date will be obtained by the BANK from a generally recognized pricing source. When the need for collateral with the BANK is expected to increase o n any given day or over a series of days, DEPOSITOR agrees to notify the BANK of such expected increase at least 1 business day prior to the expected date the additional deposits are expected to be received. 5. Delivery of Collateral to CUSTODIAN. BANK already, or will immediately after the effective date of this Agreement, deliver to CUSTODIAN collateral of the kind and character above mentioned of sufficient amount and market value to provide adequate collateral for the uninsured funds (as described i n Section 4 above) of DEPOSITOR deposited with BANK. Such collateral or substitute collateral (as discussed below), shall be kept and retained by CUSTODIAN in an account maintained in the name of BANK and subject to the control of DEPOSITOR pursuant to the terms of this Agreement and of the Security Agreement, so long as the depository relationship between DEPOSITOR and BANK shall exist, and after the termination or expiration of this Agreement so long as any portion of the deposits made by DEPOSITOR with BANK shall have not been properly paid out by BANK to DEPOSITOR or on its order. The BANK grants a security interest in such collateral to DEPOSITOR. The joint custody account at the Federal Reserve Bank, Federal Home Loan Bank or The Bank of New York Mellon Trust Company, N.A. will be held in the BANK's and DEPOSITOR's name. 6. Custodian Safekeeping Account. The BANK shall cause CUSTODIAN to accept said collateral and hold the same in trust for the purposes stated in this Agreement, in a separate joint safekeeping account with the CUSTODIAN, the DEPOSITOR, and the BANK, to be managed pursuant to the Security Agreement, and the operating agreements, guidelines, and procedures as stated in this Agreement and pursuant to the terms of any separate agreement with the CUSTODIAN. 7. Duties and Liabilities of CUSTODIAN. It is distinctly understood by all the parties that the CUSTODIAN shall not be required to ascertain the amount of funds on deposit by the DEPOSITOR with BANK, nor the validity, authenticit y, genuineness, or negotiability of the securities deposited with the CUSTODIAN by BANK pursuant to this Agreement, and the CUSTODIAN is not liable to anyone for performing in accordance with this Agreement, except for the safekeeping of the securities delivered to Custodian, and for any negligence, gross negligence or willful misconduct of CUSTODIAN’s own officers, agents, and employees. 8. Right of DEPOSITOR Upon BANK’S Breach of Duties Under Agreement or BANK’S Insolvency. Should BANK fail at any time to pay immediately and satisfy upon proper presentation any check, draft, or voucher lawfully drawn upon any Demand Deposit, or fail at any time upon proper presentation or authorization to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any IOC, MMA, or Savings Account and the interest on such IOC, MMA, or Savings Account, or in case BANK becomes insolvent or in any manner breaches its contract with DEPOSITOR, it shall be the duty of the CUSTODIAN, upon the demand of DEPOSITOR (in DEPOSITOR’s sole discretion, and supported by proper evidence of any of the above listed circumstances), to surrender the above -described collateral to DEPOSITOR. DEPOSITOR may, in accordance with the terms of this Depository Agreement and any applicable provisions of a Security Agreement, sell all or any part of such collateral, and out of the proceeds of such sale deduct for itself payment of all damages and losses sustained by it, together with all expenses of any kind and every kind incurred by DEPOSITOR on account of such breach, failure or insolvency, accounting to BANK for the remainder, if any, of such proceeds or collateral remaining unsold. 4 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) 9. Collateral Substitutions by BANK. If BANK shall desire to sell or otherwise dispose of any one or more of such collateral so deposited with the CUSTODIAN, it may, with prior approval of DEPOSITOR, substitute for any one or more of such collateral other collateral of the same market value and of the character authorized in this Agreement, and such right of substitution shall remain in full force and be exercised by BANK as often as it may desire to sell or otherwise dispose of any such collateral; provided, however, that at all times, the aggregate amount of such collateral or substituted collateral deposited with the CUSTODIAN shall always be such that it meets the Collateral Requirement. If at any time the aggregate amount of such collateral so deposited with the CUSTODIAN is less than the Collateral Requirement, then in that event, BANK shall immediately deposit with the CUSTODIAN additional collateral as may be necessary to meet the Collateral Requirement. BANK shall be entitled to income on collateral held by the CUSTODIAN, and the CUSTODIAN may dispose of such income as directed by BANK without approval of DEPOSITOR, to the extent such income is not needed to secure DEPOSITOR's deposits, and provided that retention of such income does not otherwise violate this Agreement. 10. Trust Receipts For Collateral; DEPOSITOR’S Right To Itemized List of Collateral. BANK shall cause CUSTODIAN to promptly forward to DEPOSITOR trust receipts via regular mail, or will provide such trust receipts and reporting on the Nexen Internet service made available to DEPOSITOR, covering all such collateral held for DEPOSITOR by CUSTODIAN, including substitute collateral substituted in accordance with this Agreement. BANK shall also maintain records relating to all such collateral held for the benefit of DEPOSITOR. Upon written req uest of the DEPOSITOR, and if in accordance with the CUSTODIAN's agreement, the BANK shall request that the CUSTODIAN furnish as of any date requested a completely itemized list of collateral held as security for DEPOSITOR. 11. Collateral Value In Excess of Collateral Requirement. If at any time the collateral held by the CUSTODIAN for the benefit of the DEPOSITOR has a market value in excess of the Collateral Requirement, then upon the written authorization of an authorized representative of the BANK, confirmed by an authorized representative of the DEPOSITOR, the BANK may request withdrawal of a specified amount of collateral, the CUSTODIAN shall deliver this amount of collateral (and no more) to BANK, and the CUSTODIAN shall have no further liability for collateral so redelivered to BANK. All substitutions, releases, and additional pledges of collateral pursuant to the terms hereof and of the Security Agreement shall be completed at the earliest time as is commercially reasonable. 12. Termination; Amendment of Agreement. Either DEPOSITOR or BANK shall have the right to terminate this Agreement prior to the expiration date by providing the other party with 90 days prior written notice of its election to terminate. The Agreement shall terminate 90 days after delivery of such written notice, provided that all provisions of this Agreement have been fulfilled. In addition to any other remedy that DEPOSITOR may have at law or in equity, if BANK breaches this Agreement in any manner or defaults on its obligations hereunder and does not cure such breach or default within 30 days of BANK receiving notice of such breach or default from DEPOSITOR, then after expiration of such 30 day cure period, DEPOSITOR may terminate this Agreement and withdraw its funds by giving BANK written notice of termination and withdrawal. Both BANK and DEPOSITOR agree that among other items constituting default under this Agreement is a failure to maintain adequate collateral or adequate capital ratios (if applicable). In the event that DEPOSITOR fails to comply with any of its promises in this Agreement, or if any of its representations are untrue or any of its warranties is breached, and DEPOSITOR does not cure such 5 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) breach or default within 30 calendar days of DEPOSITOR receiving notice of such breach or default from BANK, then after expiration of such 30 calendar day cure period, BANK may terminate this Agreement by sending written notice to DEPOSITOR of BANK's decision to terminate. Upon receipt of such notice, DEPOSITOR shall make provisions for the immediate withdrawal of DEPOSITOR's funds from BANK. This Agreement may be amended in a writing executed by both the DEPOSITOR and the BANK. 13. Post-Termination/Expiration Obligations. When the relationship of DEPOSITOR and BANK shall have ceased to exist, and when BANK shall have properly paid out all deposits of DEPOSITOR, it shall be the duty of DEPOSITOR to give the CUSTODIAN a certificate to that effect. Upon CUSTODIAN’s receipt of such certificate, the CUSTODIAN shall redeliver to BANK all collateral then in its possession belonging to BANK for the benefit of DEPOSITOR, and taking its receipt for such delivery. An order in writing presented to the CUSTODIAN by DEPOSITOR and a receipt for such collateral by BANK sha ll constitute a full and final release of the CUSTODIAN of all its duties and obligations under this Agreement, and the CUSTODIAN shall not have any liability of any kind whatsoever to both DEPOSITOR and BANK, except for any liability as set forth in Section 7 above where such liability arose while the collateral was in CUSTODIAN’s control. 14. Representations and Warranties of the Parties. The BANK represents and warrants that: (a) the BANK is the sole legal and actual owner of the securities or of a beneficial interest in the securities utilized to collateralize deposits; (b) BANK accounts are insured to the regulatory limits of the FDIC; (c) this Agreement has been approved by the BANK’s Board of Directors, and such approval is evidenced by a true and correct copy of the resolution of BANK's Board of Directors adopted at the meeting at which this Agreement was approved (attached to this Agreement and incorporated for all purposes), and further, such approval is reflected in the minutes of such meeting of the Board of Directors; and (d) this Agreement is an official record of the BANK, and has been, and will continue to be, an official record of the BANK from the date of its approval by the BANK’s Board of Directors. The DEPOSITOR represents, warrants and promises that: (a) the DEPOSITOR has complied with all applicable law governing the selection of a depository bank, that DEPOSITOR has full power and authority to enter into this Agreement, the Agreement is a valid and binding agreement enforceable aga inst the DEPOSITOR pursuant to its terms, and does not and will not violate any statute or regulation applicable to DEPOSITOR; (b) all acts, conditions, and things required to exist, happen, or to be performed on DEPOSITOR’s part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed; and (c) DEPOSITOR will comply with the terms of any other agreements it may have with BANK in connection with this Agreement. 6 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) 15. Incorporation of Request For Proposal and Response; Conflicting Provisions. The DEPOSITOR's Request for Proposal dated August 30, 2020 RFA#2939 Financial Depository Services ("RFP"), and the BANK's response to the DEPOSITOR's Request For Proposal, dated September 30, 2020 ("Response"), are incorporated into this Agreement by reference. In the event of any conflicts between the RFP and the Response, the provisions of the RFP control. In the event of any conflicts between the Response and this Agreement regarding provisions and topics addressed in both documents, the provisions of this Agreement control. In the event of any provisions and topics addressed in the Response and not addressed in this Agreement, the Response controls. 16. Liability of the Parties. The BANK’s and DEPOSITOR’s duties and responsibilities to each other are limited as set forth in this Agreement, except with respect to any provisions of the law which cannot be varied or waived by agreement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BANK NOR DEPOSITOR WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS), OR FOR ANY INDIRECT LOSS THAT THE OTHER PARTY MAY INCUR OR SUFFER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER (EVEN IF THE SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES. 17. Invalidity; Severability. If any clause or provision of this Agreement is for any reason held to be invalid, illegal, or unenforceable, such holding shall not affect the validity, legality, or enforceability of the remaining clauses or provisions of this Agreement. 18. Governing Law; Venue. This Agreement shall be construed in accordance with the substantive laws of the State of Texas, without regard to conflicts of law principles thereof. BANK and DEPOSITOR consent to the non -exclusive jurisdiction of a state or federal court situated in Bexar County, Texas, in connection with any dispute arising from or relating to this Agreement. BANK and DEPOSITOR irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. BANK and DEPOSITORY each irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. 19. Notices. Any communication, notice, or demand to be given hereunder shall be duly given when delivered in writing or sent by telex or facsimile to a party at its address indicated below. If to the DEPOSITOR: Judy Villalon, City Treasurer City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 JudyAV@cctexas.com If to BANK: Daniel Nash Frost Bank 111 W. Houston San Antonio, Texas 78205 Daniel.Nash@frostbank.com 7 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) 20. Security Measures. BANK and DEPOSITOR agree to implement and follow mutually agreeable and adequate measures to protect the privacy and security of DEPOSITOR’s transactions and information, including communications and information held by DEPOSITORY or BANK, or transmitted between DEPOSITOR and BANK. These measures may set forth in various BANK service -specific agreements or documentation, and shall address such issues as: (1) signature and identity verification; (2) fraud detection, prevention and reporting; (3) security codes and similar controls; (4) transmittal procedures and prior and proper authorization of telecopy, telephone, electronic and other transactions; (5) e-commerce issues such as encryption, e-mail security, and website security; and (6) computer and other access controls. BANK shall provide DEPOSITOR with at least 30 days prior written notice of any changes or amendments to the Bank’s security procedures, as described in this Section 20 and elsewhere in this Agreement or other BANK service - specific agreements or documents, unless such changes or amendments must, in BANK’S sole opinion and discretion, be made: (i) immediately in order to guard against or mitigate a risk of fraud or criminal activity; or (ii) immediately to comply with an order or directive from law enforcement, court of law or any other regulatory agency with authority over the BANK’s activities and operations. 21. Assignment and Binding Effect; Amendment. The DEPOSITOR may not assign all or any part of its rights or obligations under the Agreement without the BANK’s prior express written consent, which may be withheld in the BANK’s sole discretion. The BANK may assign or delegate all or any part of its rights or obligations under the Agreement, including, without limitation, the performance of the services described herein. The Agreement will be binding on and inure to the benefit of the successors and permitted assigns of either party. 22. Third Party Service Providers. In the normal course of its business, BANK may engage third party vendors or subcontractors to provide or assist in providing all or part of certain services. In the event that BANK engages such third party vendors or subcontractors, any contracts that BANK enters into with such third party vendors or subcontractors for the assistance in providing services under this Agreement shall contain necessary clauses requiring such third party vendors or subcontractors to comply with the provisions of this Agreement, including, but not limited to, levels of performance, service and data security. Any third party vendor or subcontractor used by BANK is an independent contractor and not the BANK’s agent. This Agreement may not be amended or modified in any manner except by written agreement executed by all of the parties . 23. Records, Reports and Audits. BANK shall maintain separate, accurate and complete records relating to the DEPOSITOR’s fund s, the pledged securities and all transactions relating to the pledged securities. BANK will also take reasonable steps to insure that the CUSTODIAN shall maintain separate, accurate and complete records relating to the pledged securities and all transactions relating to the pledged securities. DEPOSITOR and its representatives or agents shall have the right to examine and audit at any reasonable time upon 5 days prior written notice all records maintained pursuant to this Section 23. 8 FROST PUBLIC FUNDS ENTITY DEPOSITORY AGREEMENT (APRIL 2020) IN WITNESS WHEREOF, the BANK and DEPOSITOR have caused this Agreement to be duly executed as of JANUARY 1, 2021. BANK: FROST BANK ATTEST: By:______________________________ Name: Daniel Nash Title: Assistant Vice President _______________________________ Name: Stephanie Ramon Title: Administrative Officer DEPOSITOR accepts and agrees as the JANUARY 1, 2021. DEPOSITOR: CITY OF CORPUS CHRISTI ATTEST: By:__________________________ Name: Peter Zanoni Title: City Manager _______________________________ Name: Rebecca L. Huerta Title: City Secretary FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 1 SECURITY AGREEMENT FROST BANK, (the "Bank"), for valuable consideration, the receipt and sufficiency of which is acknowledged, grants a security interest in and a pledge and assignment of (a) any and all Eligible Collateral (as defined below) from time to time held by The Federal Reserve Bank, Federal Home Loan Bank and/or The Bank of New York Mellon Trust Company, N.A. (the "Custodian"), identified on the Custodian's books as held for the account of the Depositor or jointly for the account of the Bank and the Depositor, together with (b) the products and proceeds of the foregoing and any substitutions or replacements thereof, whenever acquired and wherever located (the "Collateral") to CITY OF CORPUS CHRISTI (the "Depositor"), in order to secure the payment when due, of the Deposits (as defined below) pursuant to the depository agreement ("Depository Agreement") between the Bank and the Depositor, dated of even date with this security agreement (the "Agreement") : 1. Definitions. Except as otherwise expressly defined in this Agreement, all terms used herein which are defined in the Uniform Commercial Code as in effect from time to time in Texas (the "Code") have the same meaning as in the Code. All other terms capitalized but not defined herein or in the Code have the meanings assigned to them in the Depository Agreement. "Account" shall mean the separate custodial account established with Custodian in the name of Bank and for the benefit and subject to the control of Depositor as secured party in accordance with this Agreement. "Authorized Person" shall be any officer of Depositor or Bank, as the case may be, duly authorized to give Written Instructions on behalf of Depositor or Bank, respectively, such authorized persons for Depositor to be designated in a certificate substantially in the form of Exhibit B, attached hereto, as such exhibit may be amended from time to time, or as designated in such other forms as may be prescribed by the Bank. "Book-Entry System" shall mean the Federal Reserve/Treasury Book Entry System for receiving and delivering U.S. Government Securities. "Business Day" shall mean any day on which Custodian and Bank are open for business and on which the Book Entry System is open for business. "Collateral Requirement" shall mean an amount of Securities with a Market Value equal to 102% of Uninsured Deposits; provided, however, to the extent that mortgage-backed securities (declining principal balance) are used as Eligible Collateral, "Collateral Requirement" shall mean an amount of Securities with a Market Value equal to 110% of Uninsured Deposits secured with such mortgage-backed securities. "Deposits" shall mean all deposits by Depositor in Bank, including all accrued interest on such deposits, that are available for all uses generally permitted by Bank to Depositor for actually and finally collected funds under the Bank's account agreement or policies. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 2 "Eligible Collateral" shall mean any Securities of the types enumerated in the Schedule of Eligible Collateral (which types are in compliance with the collateral policy adopted and approved by the governing body of Depositor) attached hereto as Exhibit A, as such exhibit may be amended from time to time pursuant to a written amendment signed by each of the parties to this Agreement, and any Proceeds of such Securities. "Market Value" shall mean: (i) with respect to any Security held in the Account, the market value of such Security as made available to Bank or Custodian by a generally recognized source selected by the Bank or the Custodian, plus, if not reflected in the market value, any accrued interest on such Security, or, if such source does not make available a market value, the market value shall be as determined by Custodian or the Bank in its sole discretion based on information furnished to Custodian or Bank by one or more brokers or dealers; and (ii) with respect to any cash held in the Account, the face amount of such cash. "Proceeds" shall mean any principal or interest payments or other distributions made in connection with Eligible Collateral and anything acquired upon the sale, lease, license, exchange, or other disposition of Eligible Collateral. "Security" or "Securities" shall include, without limitation, any security or securities held in the Book-Entry System; common stock and other equity securities; bonds, debentures and other debt securities; notes, mortgages, or other obligations; and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests in such security or securities. "Trust Receipt" shall mean evidence of receipt, identification, and recording, including a written or electronically transmitted advice or confirmation of transaction or statement of account. Each advice or confirmation of transaction shall identify the specific securities which are the subject of the transaction. If available, statements of account may be provided by the Bank or the Custodian at least once each month and when reasonably requested by the Depositor, and must identify all Eligible Collateral in the Account and its Market Value. "Uninsured Deposits" shall mean that portion of the daily ledger balance (amount of funds plus the amount of any accrued interest on the funds) of Depositor’s Deposits with Bank which exceeds the standard maximum deposit insurance amount ("SMDIA") of the Federal Deposit Insurance Corporation ("FDIC"). "Written Instructions" shall mean written communications actually received by Bank or Custodian from an Authorized Person or from a person reasonably believed by Bank or Custodian to be an Authorized Person by a computer, telex, telecopier, or any other system whereby the receiver of such communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity of the sender of such communication. 2. Security Requirement. (a) The Bank, to secure the timely payment of Uninsured Deposits made by Depositor, has deposited with Custodian certain Securities as more fully described in the initial confirmation or Trust Receipt of such deposit delivered by Custodian to Bank and Depositor respectively. Pursuant to the Code, the Custodian shall act as a bailee or agent of the Depositor and, to the extent not inconsistent with such duties, shall hold Securities as a securities intermediary (as such term is defined in Chapter 8 of the Code) in accordance with the provisions of this Agreement, the FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 3 Depository Agreement, and of any agreement entered into with the Custodian further governing the provision of Security by the Bank for Uninsured Deposits. (b) (i) To secure the timely payment of Uninsured Deposits made by Depositor with Bank, Bank agrees to deliver or cause to be delivered to Custodian for transfer to the Account, Eligible Collateral having a Market Value equal or greater than the Collateral Requirement. (ii) If the Market Value of such Eligible Collateral on any Business Day is less than the Collateral Requirement for such day, the Bank shall be required to deliver additional Eligible Collateral having a Market Value equal to or greater than such deficiency as soon as possible but no later than the close of business of Custodian on the Business Day on which Bank determined such deficiency. If on any Business Day, the aggregate Market Value of the Eligible Collateral provided pursuant to this Agreement exceeds the Collateral Requirement for such day, Custodian shall, at the direction of Bank and with the approval of the Authorized Person acting on behalf of the Depositor, transfer from the Account to or for the benefit of Bank, Eligible Collateral having a Market Value no greater than such excess amount. (iii) When additional Eligible Collateral is required to cover incremental Deposits, the Bank must receive the request for collateral one (1) Business Day prior to the Business Day the incremental Deposits are received, and the Bank shall be required to deliver additional Eligible Collateral having a Market Value equal to or greater than the deficiency on the Business Day the incremental Deposits are received. (c) For any changes made to the Eligible Collateral held in the Account due to releases, substitutions, or additions of Eligible Collateral, the Custodian shall update its records of the Account accordingly as soon as possible and promptly issue a Trust Receipt to the Depositor and the Bank. (d) The Bank shall be entitled to income on Securities held by the Custodian in the Account, and the Custodian may dispose of such income as directed by Bank without approval of the Depositor, to the extent such income is not needed to meet the Collateral Requirement. 3. Custody of Securities. The parties agree that all Securities held in the Account shall be treated as financial assets. For purposes of the Code, the security interest granted by Bank in the Eligible Collateral and Proceeds for the benefit of the Depositor is created, attaches, and is perfected for all purposes under Texas law from the time Custodian identifies the pledge of any Eligible Collateral or Proceeds to the Depositor and issues a Trust Receipt to the Depositor for such Eligible Collateral or Proceeds. The security interest of the Depositor in Securities and all Proceeds shall terminate upon the transfer of such Securities or Proceeds from the Account. 4. Delivery of Securities. Bank and Depositor agree that Securities and Proceeds delivered to or received by Custodian for deposit in the Account may be in the form of credits to the accounts of Custodian in the Book Entry System. Bank and Depositor authorize Custodian on a continuous and ongoing basis to deposit in the Book Entry System all Securities and Proceeds that may be deposited therein and to utilize the Book Entry System in connection with its performance under this Agreement. Securities and Proceeds credited to the Account and deposited in the Book Entry System will be represented in accounts that include only assets held by Custodian or its agent(s) FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 4 for third parties, including but not limited to accounts in which assets are held in a fiduciary, agency, or representative capacity. The Bank acknowledges that to the extent permitted by law, the records of the Bank and/or the Custodian with respect to the pledge of Eligible Collateral as described in this Agreement: (a) may be inspected by the Depositor or by the Texas Comptroller of Public Account s (the "Comptroller"), at any time during regular business hours of the Bank or the Custodian; (b) such records may be subject to audit or inspection at any time pursuant to Sections 2257.025 and 2257.061 of the Texas Government Code, as amended; and (c) reports must be filed by the Custodian with the Comptroller when requested by the Comptroller. 5. Collection of Securities. If Depositor certifies in writing to Custodian that (a) Bank is in default under any underlying pledge or security agreement between Depositor and Bank, including the Depository Agreement and (b) Depositor has satisfied any notice or other requirement to which Depositor is subject pursuant to the Depository Agreement, then Depositor may give Custodian and any appointed receiver Written Instructions to transfer the value of specific amounts and issues of Securities held in the Account and, if applicable, specific amounts of the Proceeds held in the Account which have not previously been released to Bank, up to the amount that Depositor has in its depository account with Bank as of the date the Bank default occurs, to designated accounts of Depositor and to cease releasing to an account of Bank any Proceeds reflecting the interest and principal on Securities in the Account as provided in Section 2(d). 6. Representation and Warranties. (a) Representations of Bank. Bank represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) the Board of Directors of the Bank has authorized the Bank to enter into this Agreement, and such authorization is reflected in the approving resolution of the Bank's Board of Directors and in the minutes of the meeting of the Board of Directors at which this Agreement was approved, and this Agreement has been legally and validly entered into and is enforceable against Bank in accordance with its terms; (ii) this Agreement and the pledge of Eligible Collateral under this Agreement do not violate or contravene the terms of the Bank's charter documents, by-laws, or any agreement or instrument binding on the Bank or its property, or any statute or regulation applicable to the Bank; (iii) the Bank has entered into this Agreement and the Depository Agreement (A) in the ordinary course of business, (B) in good faith and on an arm's-length basis with the Depositor, (C) not in contemplation of bankruptcy or insolvency, and (D) without intent to hinder, delay, or defraud the Bank's creditors; (iv) a copy of each of (A) this Agreement, (B) the Depository Agreement, and (C) the resolution of the Board of Directors of the Bank approving this Agreement and the minutes of the meeting of the Board of Directors at which this Agreement was approved, have been placed (and will be continuously maintained) in the official records of the Bank; FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 5 (v) the Bank is sole legal and actual owner of the Securities or of beneficial interests in Securities deposited in the Account, free of all security interests or other encumbrances, except the security interest created by this Agreement; (vi) this Agreement was executed by an officer of Bank who was authorized by the Bank's Board of Directors to do so; (vii) the Bank is a bank or trust company duly authorized to do business in the State of Texas; and (viii) all acts, conditions, and things required to exist, happen, or to be performed on its part precedent to and in the execution and delivery of this Agreement by it exist or have happened or have been performed. (b) Representations of Depositor. Depositor represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) this Agreement has been legally and validly entered into, has been approved by the Depositor's governing body, and does not and will not violate any statute or regulation applicable to it and is enforceable against Depositor in accordance with its terms; (ii) the appointment of Custodian has been duly authorized by Depositor and this Agreement was executed by an officer of Depositor duly authorized to do so; (iii) (A) all Securities identified on the Schedule of Eligible Collateral, attached hereto as Exhibit A, may be used to secure Depositor’s Uninsured Deposits under applicable statutes and regulations, (B) the Collateral Requirement meets the requirements of such applicable statutes and regulations, (C) the governing board of Depositor has approved a collateral policy which authorizes all such Securities to be used as Eligible Collateral, and (D) such collateral policy complies with all applicable statutes and regulations; (iv) it will not sell, transfer, assign, convey, pledge, or otherwise dispose in whole or in part its interests in or the rights with respect to any Securities deposited in the Account, or the Proceeds of such Securities, except as permitted in Section 5 of this Agreement; (v) all acts, conditions, and things required to exist, happen, or to be performed on its part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed; (vi) Depositor will comply with the terms of any other agreements it may have with the Bank in connection with this Agreement; and (vii) In the event Depositor requests any financial services from the Bank other than depository services, the Depositor shall provide the Bank with a copy of the Depositor’s current investment policy. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 6 7. Continuing Agreement. This Agreement shall continue and remain in full force and effect and shall be binding upon the Bank and its successors and assigns until such time as (a) all Deposits have been paid in full to the Depositor or otherwise paid as instructed by the Depositor, and (b) the Depository Agreement is no longer in effect. 8. Rights and Remedies of the Depositor. The Depositor's rights and remedies with respect to the Collateral shall be those of a secured party under the Code and under any other applicable law, as the same may from time to time be in effect, in addition to those rights granted in this Agreement, in the Depository Agreement, and in any other agreement in effect between the Bank and the Depositor. The Depositor agrees to provide the Bank and the Custodian with reasonable notice of the sale, disposition, or other intended action subject to the provisions of this Agreement in connection with the Collateral, whether required by the Code or otherwise. 9. Application of Proceeds by the Depositor. In the event the Depositor requests that the Custodian and receiver sell or otherwise dispose of the Collateral in the course of exercising the remedies provided for in Section 5 above and in the Depository Agreement, any amounts held, realized, or received by the Depositor pursuant to the provisions of this Agreement, including the proceeds of the sale, in whole or in part, of any of the Collateral, shall be applied by the Depositor first toward the payment of any costs and expenses incurred by the Depositor (a) in enforcing this Agreement, (b) in realizing on selling, disposing or protecting any Collateral and (c) in enforcing or collecting any Deposits, including attorneys' fees, and then toward payment of the Deposits in such order or manner as the Depositor may elect. Any Collateral remaining after such application and after payment to the Depositor of all the Deposits in full shall be paid or delivered to the Bank, its successors or assigns, or as a court of competent jurisdiction may direct. 10. Notices. Any communication, notice, or demand to be given under this Agreement shall be duly given when delivered in writing or sent by telex or facsimile to a party at its address indicated below. If to the Depositor, at: Judy Villalon, City Treasurer City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 JudyAV@cctexas.com If to the Bank, at: Eileen Slater; Senior Vice President Frost Bank 111 W. Houston Street San Antonio, Texas 78205 eileen.slater@frostbank.com FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 7 11. Miscellaneous. (a) Updating Certificate of Authorized Persons. Depositor agrees to furnish to Bank a new and updated "Certificate of Authorized Persons" substantially in the form of Exhibit B, attached hereto, or in similar form as Bank may require, within a reasonable amount of time after there are additions or deletions to list of Authorized Persons authorized to act on behalf of the Depositor. (b) Invalidity; Severability. If any clause or provision of this Agreement is for any reason held to be invalid, illegal or unenforceable, such holding shall not affect the validity, legality or enforceability of the remaining clauses or provisions of this Agreement. (c) Amendment. This Agreement may not be amended or modified in any manner except by written agreement executed by all of the parties. (d) Assignment and Binding Effect. The Depositor may not assign all or any part of its rights or obligations under the Agreement without the Bank’s prior express written consent, which may be withheld in the Bank’s sole discretion. The Bank may assign or delegate all or any part of its rights or obligations under the Agreement, including, without limitation, the performance of the services described herein. The Agreement will be binding on and inure to the benefit of the successors and permitted assigns of either party. (e) Governing Law; Venue. This Agreement shall be construed in accordance with the substantive laws of the State of Texas, without regard to conflicts of law principles thereof. Bank and Depositor hereby consent to the non-exclusive jurisdiction of a state or federal court situated in Bexar County, Texas, in connection with any dispute arising hereunder. Bank and Depositor hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Bank and Depositor each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding ari sing out of or relating to this Agreement. (f) Liability of the Parties. The Bank’s and Depositor’s duties and responsibilities to each other are limited as set forth in this Agreement, except with respect to any provisions of the law which cannot be varied or waived by agreement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BANK NOR DEPOSITOR WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS) OR FOR ANY INDIRECT LOSS THAT THE OTHER PARTY MAY INCUR OR SUFFER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER (EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 8 IN WITNESS WHEREOF, the Bank and Depositor have caused this Agreement to be duly executed as of January 1, 2020. FROST BANK By ________________________________ Name: Daniel Nash Title: Assistant Vice President DEPOSITOR ACCEPTS AND AGREES as of _________________________ CITY OF CORPUS CHRISTI By ________________________ Name: Peter Zanoni Title: City Manager FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 9 EXHIBIT A Schedule of Eligible Collateral Eligible Collateral All funds on deposit under the provisions of this agreement shall be continuously secured in accordance with the Texas Public Funds Collateral Act, Chapter 2257 of the Texas Government Code. The following securities are approved as collateral for CITY OF CORPUS CHRISTI funds: 1. Obligations of the United States or its agencies and instrumentalties, or which are backed by the full faith and credit of the United States; 2. Direct obligations of this state or its agencies and instrumentalities; 3. Obligations of states, agencies, countiescities, and other political subdivisions of this state or any state rated as to investment quality by a nationally recognized investment rating firm lot less than “A” or its equivalent; 4. Obligations with which the principal and interest are unconditionally guaranteed or secured by, or backed by the full faith and credit of this state or the United States or their respective agencies and instrumentalities 5. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, or the Federal National Mortgage Association. 6. Obligations of the Government National Mortgage Association. 7. Any obligation of an approved government agency which is considered to be an asset-backed, mortgage-backed, or pooled security. FROST PUBLIC FUNDS ENTITY SECURITY AGREEMENT (APRIL 2020) 10 EXHIBIT B CERTIFICATE OF AUTHORIZED PERSONS (Depositor) The undersigned hereby certifies that he/she is the duly elected and acting Secretary of CITY OF CORPUS CHRISTI (the "Depositor"), and further certifies that the following officers or employees of Depositor have been duly authorized in conformity with the approval of the Depositor ’s governing body to deliver Written Instructions to The Federal Reserve Bank, Federal Home Loan Bank and/or The Bank of New York Mellon Trust Company, N.A. ("Custodian") pursuant to the Security Agreement between Depositor and the Bank dated January 1, 2021, and that the signatures appearing opposite their names are true and correct: Judy Villalon City Treasurer Name Title Signature Constance Sanchez Director of Finance Name Title Signature Peter Zanoni City Manager Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of authorized individuals you may currently have on file. By:__________________________________ Rebecca L. Huerta Title: City Secretary Date: THIRD PARTY CUSTODIAN AGREEMENT (Collateralized Municipal Deposits) THIS AGREEMENT, made and executed as of January 1, 2021 by and among the City of Corpus Christi (the "Public Entity"), Frost Bank (the "Bank") and The Bank of New York Mellon Trust Company, N.A. (the "Custodian"). W I T N E S S E T H WHEREAS, Public Entity desires to maintain or continue to maintain public deposits with Bank; WHEREAS, Bank desires to obtain such deposits and to provide security therefor as required by applicable law, regulation or rule; WHEREAS, Custodian agrees to provide safekeeping services and to hold any securities pledged by Bank in a custodial account established for the benefit of Public Entity as secured party pursuant to this Agreement; NOW, THEREFORE, in consideration of the mutual promises set forth hereafter, the p arties hereto agree as follows: 1. Security Requirements (a) Bank, to secure the timely payment of Uninsured Deposits heretofore or hereafter made by Public Entity, including any interest due thereon and any costs or expenses incurred by Public Entity and arising out of the collection of any deposits made with Bank, has deposited with Custodian certain investment property as identified by the parties on Schedule A, attached hereto, and as more fully described in the initial confirmation Trust Receipt of such deposit delivered by Custodian to Bank and Public Entity respectively (which investment property together with any additions thereto, substitutions therefor and the proceeds thereof, are hereinafter collectively referred to as "Collateral"), to be held by Custodian pursuant to the provisions hereof. Pursuant to the Texas Business and Commerce Code, as amended, Custodian shall act as a bailee or agent of Public Entity and, to the extent not inconsistent therewith, hold the Collateral as a securities intermediary (as such terms are defined in Chapter 8 of the Texas Business & Commerce Code, as amended, and in Chapter 2257 of the Texas Government Code, as amended ) and in accordance with the provisions hereof. Bank hereby grants to Public Entity a pledge and security interest in and to such Collateral and shall deliver Collateral to Custodian in the manner prescribed in Section 2 of this Agreement. (b) Subject to paragraph (c) below, Public Entity authorizes Custodian as its agent to approve substitutions of Collateral ("Substitute Collateral") supplied to Custodian by Bank for Collateral in the Account upon receipt of Written Instructions from Bank identifying the Collateral to be substituted. Such Written Instructions shall when received by Custodian be deemed Bank's representation and warranty, on which Custodian may rely without further inquiry, that (i) the Substitute Collateral constitutes Collateral that is eligible for deposit hereunder and (ii) has a Margin Value equal to or greater than the Margin Value of the Collateral to be substituted (each, an "Approved Substitution"). Following completion of each Approved Substitution Custodian shall update its records of the Account as soon as possible and issue a Trust Receipt to Public Entity in accordance with the requirements of paragraph (f) below. (c) Custodian assumes no responsibility to determine or monitor whether or not any Collateral originally deposited hereunder or Substitute Collateral or additional Collateral hereafter deposited are eligible for deposit under applicable law, rule or regulation or whether the Market Value of the Collateral thereof meets the requirements of any law, rule or regulation applicable to the deposit hereunder. The determination of eli gibility and whether the Market Value of the Collateral satisfies statutory or regulatory requirements will be the responsibility of Bank. Custodian shall be fully protected in relying on Written Instructions of either Bank or Public Entity directing Custodian to release any of the Collateral to Bank. To the extent of any conflict in the instructions of Public Entity and Bank, the instructions of Public Entity shall control and Bank shall hold Custodian harmless for acting in accordance with Public Entity’s instructions. (d) Custodian shall promptly issue a Trust Receipt to Public Entity on any Business Day on which Collateral is transferred to and from the Account. For the avoidance of doubt, it is understood and agreed that Trust Receipts may be combined to identify more than one transaction on any one Business Day and Custodian shall not be required to issue more than one Trust Receipt to Public Entity on any Business Day. 2. Custody of Collateral (a) Bank and Public Entity hereby appoint Custodian as custodian of all Collateral at any time delivered to Custodian pursuant to this Agreement. Custodian hereby accepts appointment as such Custodian and agrees to establish and maintain the Account and appropriate records identifying the Collateral as pledged by Bank to Public Entity. Collateral in the Account shall be kept separate and apart from the general assets of Custodian on Custodian 's books and records. Subject to the terms hereof, Custodian, in performing its duties and responsibilities pursua nt to this Agreement, shall act as custodian for, and agent of, Public Entity. The parties agree that all securities held in the Account shall be treated as financial assets. For purposes of the Texas Business and Commerce Code, as amended, the security interest granted by Bank in the Collateral for the benefit of Public Entity is created, attaches, and is perfected for all purposes under Texas law from the time Custodian receives Collateral for deposit or credit to the Account and issues a Trust Receipt to Public Entity for such Collateral. The security interest of Public Entity in the Collateral and all Proceeds thereof shall terminate upon the transfer of such Collateral or Proceeds from the Account. (b) The Bank and Public Entity agree that Collateral delivered to the Custodian for deposit in or credit to the Account may be in the form of credits to the accounts of Custodian at the Book-Entry System or a Depository or by delivery to the Custodian of physical certificates in a form suitable for transfer or with an assignment in blank to the Public Entity or Custodian. The Bank and Public Entity hereby authorize the Custodian on a continuous and ongoing basis to deposit in the Book-Entry System and/or the Depositories all Collateral that may be deposited therein and to utilize the Book-Entry System and/or Depositories and the receipt and delivery of physical securities or any combination thereof in connection with its performance hereunder. Collateral that is not held in the Book-Entry System, Depositories or through another financial intermediary will be held in the Custodian's vault and physically segregated from securities and other non-cash property belonging to the Custodian. (c)(i) Upon the initial and each subsequent deposit of Collateral and Proceeds into the Account (including but not limited to any deposit of Collateral as part of an Approved Substitution), Custodian shall promptly provide Public Entity with a Trust Receipt. Additional customized Account statements may be available upon mutual agreement of Public Entity and Custodian. (ii) Public Entity agrees that it shall promptly review all Trust Receipts and Account statements delivered to it by Custodian and shall promptly advise Custodian and Bank by Written Instruction of any error, omission or inaccuracy in such statements. In the event that Custodian receives such a Written Instruction identifying a specific concern with respect to a suspected error, failure or omission with respect to the Account, Custodian shall undertake to correct any errors, failures or omissions, provided that Custodian and Bank shall work together to determine that such error, failure or omission actually occurred and Custodian shall notify Public Entity of its action concerning each such error, failure, or omission. (d) The Account shall not be subject to any security interest, lien or any right of set -off by Custodian. (e) With respect to all Collateral held in the Account, Custodian by itself, or through the use of the Book- Entry System or the appropriate Depository, shall, unless otherwise instructed to the contrary by Bank: (i) collect all income and other payments reflecting interest and principal on the Collateral in the Account and credit such amounts to the account of Bank; (ii) forward to Bank copies of all information or documents that it may receive from an issuer of Collateral which, in the opinion of Custodian, is intended for the beneficial owner of the Collateral including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold directly, or through the Book- Entry System or Depository, all rights issued with respect to any Collateral held by Custodian hereunder; and (v) upon receipt of Written Instructions from Bank, Custodian will exchange Collateral held hereunder for other securities and/or cash in connection with (A) any conversion privilege, reorganization, recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or (B) any exercise, subscription, purchase or other similar rights. (f) Custodian agrees to file reports with the Comptroller of Public Accounts of the State of Texas (the "Comptroller") regarding the Collateral pledged to secure the Uninsured Deposits of Public Entity hereunder, as and when required by the Comptroller. 3. Events of Default Subject to applicable law, rules and regulations, or regulatory authority and oversight, i n the event Bank shall fail to pay Public Entity any amount of the Uninsured Deposits by Public Entity covered by this Agreement in accordance with the terms of such Deposit, or should Bank fail or suspend active operations, the Uninsured Deposits in such Bank shall become due and payable immediately and Public Entity shall have the right to unilaterally demand delivery of all the Collateral in the Account by Written Instructions to Custodian and to sell such securities at public or private sale. In the event of such sale, Public Entity, after deducting all legal expenses and other costs, including reasonable attorneys’ fees, from the proceeds of such sale, shall apply the remainder towards any one or more of the liabilities of Bank to Public Entity and shall return the surplus, if any, to Bank. 4. Representation and Warranties (a) Representations of Bank. Bank represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) this Agreement has been legally and validly entered into, does not and will not violate any statute or regulation applicable to it and is enforceable against Bank in accordance with its terms; (ii) it is the legal and actual owner, free and clear of all liens and claims, of all the Collateral pledged pursuant to this Agreement; (iii) this Agreement was executed by an officer of Bank who was authorized by Bank's board of directors to do so and will at all times be maintained as an official record of Bank; (iv) all Collateral held by Custodian hereunder are eligible to secure Public Entity’s deposits at Bank under applicable statutes or regulations and the Market Value of the Collateral held by Custodian hereunder at all times meet the requirements of such statutes or regulations; (v) Bank is a bank or trust company duly authorized to do business in the state where it is located; (vi) all acts, conditions and things required to exist, happen or to be performed on its part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed. (b) Representations of Public Entity. Public Entity hereby represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) this Agreement has been legally and validly entered into, does not and will not violate any statute or regulation applicable to it and is enforceable against Public Entity in accordance with its terms; (ii) the appointment of Custodian has been duly authorized by Public Entity and this Agreement was executed by an officer of Public Entity duly authorized to do so; (iii) it will not transfer, assign its interests in or the rights with respect to any Collateral pledged pursuant to this Agreement, except as authorized pursuant to Section 3 of the Agreement; (iv) all acts, conditions and things required to exist, happen or to be performed on its part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed. 5. Concerning Custodian (a) Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees, which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository. In no event shall Custodian be liable to Public Entity, Bank or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel and shall be fully protected with respect to anything done or omitted by it in good faith and conformity with such advice or opinion. Public Entity, to the extent permitted by law, and Bank agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all costs, expense s, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Custodian may sustain or incur or which may be asserted against Custodian by reason of or as a result of any action taken or omitted by Custodian in connection with operating under this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the negligence or willful misconduct of Custodian or any of its employees or duly appointed agents. This indemnity shall be a continuing obligation of Public Entity and Bank notwithstanding the termination of this Agreement. (b) Custodian shall not be responsible for, or considered to be custodian of, any Collateral received by it for deposit in the Account until Custodian actually receives and collects such Collateral directly or by the final crediting of Custodian's account on the books of the Book-Entry System or the appropriate Depository. Custodian will be entitled to reverse any credits made on Public Entity’s behalf where such credits have been previously made and the Collateral are not finally collected. (c) Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against Custodian in connection with this Agreement. (d) Public Entity's and Bank's authorized officers and, if permitted by law, representatives of the Comptroller, upon reasonable notice, shall each have access to Custodian's books and records maintained with respect to Public Entity’s and Bank's respective interests in the Account during Custodian's normal business hours. Upon the reasonable request of Public Entity, Bank or the Comptroller when applicable law permits, copies of any such books and records shall be provided by Custodian to the requesting party's authorized officer at the requesting party's expense. (e) In performing hereunder, Custodian may enter into subcontracts, agreements and understandings with third parties (including affiliates) whenever and on such terms and conditions as it deems necessary or appropriate. If any of such subcontracts, agreements, or understandings with third parties are for the deposit of Collateral for the benefit of Public Entity, (i) such third party will qualify as a "permitted institution" pursuant to Chapter 2257 of the Texas Government Code (the "Texas Public Funds Collateral Act"), (ii) Custodian shall cause such third party to provide records to Custodian evidencing the deposit of Collateral with such third party, and (iii) records of the third party relating to such Collateral will at all times state the name of Custodian. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. (f) Reliance on Pricing Services. If Custodian, as an accommodation to Bank or the Public Entity, agrees to provide information concerning Market Values, Custodian is authorized to utilize any generally recognized pricing information service (including brokers and dealers of securities) in order to provide Market Values hereunder, and Bank and Public Entity agree that Custodian shall not be liable for any loss, damage, expense, liability or claim (including attorneys' fees) incurred as a result of errors or omissions of any such pricing information service, broker or dealer. (g) Force Majeure. Custodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software) or communications service, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory action; provided however, that Custodian shall use its best efforts to resume normal performance as soon as practicable under the circumstances. Provided, however, that if Custodian cannot resume normal performance within thirty (30) days of the cessation of such "force majeure" event, in addition to the termination rights set forth in Section 6 of this Agreement, Bank and Public Entity may terminate this Agreement immediately and without early termination penalty, liquidated damages or other penalty. 6. Termination Any of the parties hereto may terminate this Agreement by giving to the other parties a notice in writing specifying the date of such termination, which shall be the earlier of (i) not less than 90 days after the date of giving such notice or (ii) the date on which the Deposits are repaid in full. Such notice shall not affect or terminate Public Entity’s security interest in the Collateral in the Account. Upon termination hereof, Custodian shall follow such reasonable Written Instructions of Bank and Public Entity concerning the transfer of custody of Collateral, collateral records and other items. Upon the date set forth in the termination notice, this Agreement shall terminate except as otherwise provided herein and all obligations of the parties to each other hereunder shall cease. 7. Miscellaneous (a) Public Entity and Bank each agree to furnish to Custodian a new Certificate substantially in the form of Exhibit A and Exhibit B, respectively, attached hereto in the event that any present Authorized P erson ceases to be an Authorized Person or in the event that any other Authorized Persons are appointed and authorized. Until such new Certificate is received, Custodian shall be fully protected in acting upon Written Instructions or signatures of the pre sent Authorized Persons. (b) Custodian shall be entitled to rely upon any Certificate or Written Instruction actually received by Custodian and reasonably believed by Custodian to be duly authorized and delivered. Notwithstanding anything herein to the contrary, it is understood and agreed that regardless of the circumstances, Custodian shall accept and solely act upon Written Instructions. (c) Any Written Instructions or other instrument in writing authorized or required by this Agreement shall be given to Custodian and shall be sufficiently given if sent to Custodian by regular mail to its offices at c/o The Bank of New York Mellon 101 Barclay Street, 4th Floor New York, NY 10286 Attention: GCS – Collateral Management or at such other place as Custodian may from time to time designate in writing. (d) Any notice or other instrument in writing authorized or required by this Agreement to be given to Bank shall be sufficiently given if sent to Bank by regular mail to its offices at Eileen Slater Frost Bank, Capital Markets 111 W. Houston San Antonio, Texas 78205 E-mail: Eileen.Slater@FrostBank.com or at such other place as Bank may from time to time designate in writing. (e) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Public Entity shall be sufficiently given if sent to Public Entity by regular mail to its offices at Judy Villalon, City Treasurer City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 E-Mail: JudyAV@cctexas.com or at such other offices as Public Entity may from time to time designate in writing. (f) In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and unenforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. (g) This Agreement may not be amended or modified in any manner except by written agreement executed by all of the parties hereto. (h) This Agreement shall extend to and be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by any party without the written consent of the other parties. (i) This Agreement shall be construed in accordance with the substantive laws of the State of Texas, without regard to conflicts of laws principles thereof. In connection with any dispute arising hereunder, Bank, Public Entity and Custodian hereby consent to the non-exclusive jurisdiction of a state or federal court situated in the county in the State of Texas in which Public Entity maintains its principal office. Bank, Public Entity and Custodian hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Bank, Public Entity and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceedi ng arising out of or relating to this Agreement. 8. Adjudication of Claims. Solely to the extent required or permitted under applicable law governing the operations of the Public Entity (including Tex. Civ. Prac. & Rem Code Ann. §101.001 et. seq. (the Te xas Tort Claims Act) and Tex. Loc. Gov’t Code Ann. §271.151 et. seq. (Adjudication of Claims Arising Under Written Contacts with Local Governmental Entities)), each party hereto irrevocably agrees not to claim or assert, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process arising out of this Agreement in respect of such party’s obligations hereunder. 9. Compliance with Texas Government Code Section 2270.002 . As required by Section 2270.002 of the Texas Government Code, Custodian hereby verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the phrase “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 10. Compliance with Texas Government Code Section 2252.152. Pursuant to Section 2252.152 of the Texas Government Code, Custodian hereby verifies that it is not engaged in active business operations with Sudan , Iran or a foreign terrorist organization. For purposes of this Agreement, the phrase “foreign terrorist organization” means an organization designated as a foreign terrorist organization by the United States secretary of state as authorized by 8 U.S.C. Section 1189. 11. Definitions Whenever used in this Agreement, the following terms shall have the following meanings: (a) "Account" shall mean the custodial account established with Custodian for the benefit of Public Entity as secured party in accordance with this Agreement. (b) "Authorized Person" shall be any officer of Public Entity or Bank, as the case may be, duly authorized to give Oral Instructions or Written Instructions on behalf of Public Entity or Bank, such persons to be designated in a Certificate substantially in the form of Exhibit "A" for Public Entity or Exhibit "B" for Bank attached hereto as such exhibits may be amended from time to time. (c) "Approved Substitution" shall have the meaning set forth in paragraph (e) of Section 1of this Agreement. (d) "Book-Entry System" shall mean the Federal Reserve/Treasury Book-Entry System for receiving and delivering U.S. Government securities. (e) "Business Day" shall mean any day on which Custodian and Bank are open for Business and on which the Book-Entry System and/or the Depositories are open for business. (f) "Certificate" shall mean the Certificate of Authorized Persons attached hereto as Exhibit "A" or Exhibit "B". (g) "Comptroller" shall have the meaning set forth in paragraph (d) of Section 5 of this Agreement. (g) "Depository" shall include the Depository Trust Company and any other securities depository and clearing agency (and their successors and nominees) registered with the Securities and Exchange Commission or otherwise regulated by appropriate federal or state agencies as a securities depository or clearing agency. (h) "Deposits" shall mean all deposits by Public Entity in Bank that are available for all uses generally permitted by Bank to Public Entity for actually and finally collected funds under Bank's account agreement or policies. (i) "Market Value" shall mean, with respect to any Security held in the Account, the market value of such Security as made available to Custodian by a generally recognized source selected by Custodian plus, if not reflected in the market value, any accrued interest thereon, or, if such source does not make available a market value, the market value shall be as determined by Custodian in its sole discretion based on information furnished to Custodian by one or more brokers or dealers; provided however that, if agreed in writing by the parties hereto, Bank may provide Custodian with such Market Values. (j) "Nationally Recognized Statistical Rating Organization" shall mean Moody's, Standard and Poor's, Fitch, Duff and Phelps, BankWatch and IBCA. (k) "Public Entity” shall mean a state or a political or governmental entity, agency, instrumentality, or subdivision of the State of Texas, including a municipality, an institution of higher education, as defined by Section 61.003, Texas Education Code, a junior college, a district created under Article XVI, Section 59, of the Texas Constitution, and a public hospital. (l) "Substitute Collateral" shall have the meaning set forth in paragraph b of Section 1 of this Agreement. (m) "Trust Receipt" shall mean evidence of receipt, identification, and recording, including a written or electronically transmitted advice or confirmation of transaction or statement of account. Each advice or confirmation of transaction shall identify the Collateral which is the subject of the transaction and state the Market Value thereof. Statements of account shall identify all Collateral in the Account, the Aggregate Margin Value thereof, and the applicable Collateral Requirement. (n) "Uninsured Deposits" shall mean that portion of Public Entity's Deposits with Bank which exceeds the insurance coverage available from the Federal Deposit Insurance Corporation. (o) "Written Instruction(s)" shall mean written communications actually received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person by a computer, telex, telecopier or any other system whereby the receiver of such communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity of the sender of such communication. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written. CITY OF CORPUS CHRISTI FROST BANK By: Peter Zanoni By: Daniel Nash Title: City Manager Title: Assistant Vice President THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Title: EXHIBIT A CERTIFICATE OF AUTHORIZED PERSONS (Public Entity - Written Instructions) The undersigned hereby certifies that he/she is the duly elected and acting City Secretary of the City of Corpus Christi (the "Public Entity"), and further certifies that the following officers or employees of Public Entity have been duly authorized in conformity with Public Entity's [governing board] to deliver Written Instructions to The Bank of New York Mellon Trust Company, N.A. ("Custodian") pursuant to the Third Party Custodian Agreement between Public Entity, Frost Bank ("Bank") and Custodian dated January 1, 2021, and that the signatures appearing opposite their names are true and correct: Judy Villalon City Treasurer Name Title Signature Constance Sanchez Director of Finance Name Title Signature Peter Zanoni City Manager Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of authorized individuals you may currently have on file. ___________________________________________ Name: Rebecca L. Huerta Title: City Secretary Date: DATE: November 9, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis Heatherh3@cctexas.com 361-826-3227 CAPTION: Ordinance approving the Tax Increment Reinvestment Zone #3 (Downtown) Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi. SUMMARY: This Ordinance approves the Fifth Amendment to the Tax Increment Reinvestment Zone #3 Amended Project and Financing Plan which will incorporate implementation of programs introduced in FY2020 for more aggressive incentives based upon the remaining rehabilitation hurdles and economics. BACKGROUND AND FINDINGS: In 2008, the City of Corpus Christi created Tax Increment Reinvestment Zone #3 in the City’s Downtown, adopting a draft Project & Financing Plan. In 2015, the TIRZ #3 Board and City Council approved an Amended Project & Financing Plan, which created programs and initiatives to facilitate type of developments needed in downtown. In 2016, the TIRZ #3 Board accepted a Second Amendment, which expanded programming and services from the Downtown Management District; refined the Incentive Programs; and enabled funds to be expended for public, cultural and/or historic properties within the Zone, updated Del Mar College’s Participation, and updated the Project Plan Budget for FY 2017. In 2017, the TIRZ #3 Board authorized a Third Amendment, which renamed the Site Assembly & Development category to Site Management & Development; expanded both Parking Management and Traffic Pattern and Streetscapes to authorize funding for implementation; and expand other Programs and Initiatives to include Cultural District Plan as part of the DMD’s FY 2018 Scope of Services. In 2018, the TIRZ #3 Board authorized a Fourth Amendment to the Project & Financing Plan, which updated the language to show that the Downtown Area Development Plan was complete, extended the incentive programs for an additional 3 years, provided an updated table showing the projected TIRZ revenue, provide funding for the implementation of the Parking Action Plan, Ordinance approving the Tax Increment Reinvestment Zone #3 Amended Project and Financing Plan AGENDA MEMORANDUM First Reading for the City Council Meeting of December 1, 2020 Second Reading for the City Council Meeting of December 8, 2020 and identify changes to Other Programs & Initiatives undertaken by the DMD. September 2020, the Tax Increment Reinvestment Board #3 Board made a motion to approve the resolution of the fifth amendment to the TIRZ #3 Project & Financing Plan for implementation with the FY2021 budget. This amendment incorporates implementation of programs introduced in FY 2020 for more aggressive incentives based upon the remaining rehabilitation hurdles and economics. 1) Chaparral Street Property Improvement Grant Program: A 20% incentive cap had been adopted for FY16 - FY20 but will be removed and now a max of $100,000 is available for a single project in a single fiscal year. 2) New Tenant Commercial Finish-Out Grant Program: Existing inventory has not proven to be tenant ready so a modification to reimburse up to 50% of mechanical, electrical, or plumbing costs (up to $20,000), will be available to the landlord with a new tenant if that landlord provides a 6-month rent waived lease. 3) Project Specific Development Agreement: For catalytic projects with per unit development cost above $100,000, a 10% threshold will be considered based on available funding, up to $20,000 per unit. It was previously available to projects with 100 units or more but has now been reduced down to a minimum of 10 units to incentivize smaller, incremental projects. 4) Traffic Pattern Study and Streetscape was implemented as a first phase in the previous project and finance plan but now 5 different projects have been initiated specifically below: Streetscape program-Funding $200,000 for right of way and façade improvements to increase lighting and security beginning in FY18 and funded annually thereafter. Artesian Park-$150,000 initial funding in FY20, then $50,000 annual for La Retama & Artesian. Two-way Conversion; Shoreline to Water Street-Up to $400,000 (Funded FY20, rolled into FY21). General Right of Way Maintenance-$50,000 annually Broadway Bluff Maintenance and Repair Assessment-$150,000 (funded FY20, rolled into FY21) 5) Other Programs & Initiatives: Implementation of approved projects from TIRZ #3 Traffic & Planning Analysis, specifically Artesian Park upgrades Capital Maintenance for public spaces and right of ways throughout the zone and continued capital management ALTERNATIVES: Council could choose not to incorporate a fifth amendment to the Project & Financing Plan FISCAL IMPACT: N/A Funding Detail: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approving the amended Project & Financing Plan. LIST OF SUPPORTING DOCUMENTS: Ordinance Project & Financing Plan Ordinance Approving the Tax Increment Reinvestment Zone #3 Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas. WHEREAS, in 2008, through Ordinance 027996, the City of Corpus Christi created a tax increment financing district, to be known as “Reinvestment Zone Number Three, Corpus Christi, Texas,” over a portion of the city that includes the City’s downtown area; WHEREAS, Ordinance 027996 included a preliminary reinvestment zone financing plan; WHEREAS, on August 25, 2015, the City Council passed Ordinance 030592, which approved the “Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan”; WHEREAS, the “Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan” was last amended by City Council on October 16, 2018; WHEREAS, on September 30, 2020, the Board of Directors of Reinvestment Zone Number Three passed a resolution approving a fifth amendment to the Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan; WHEREAS, Texas Tax Code Section 311.011(d) provides that the governing body of the municipality that designated the zone must approve a project plan or reinvestment zone. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council approves the Project Plan and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone #3, Corpus Christi, Texas for the Reinvestment Zone Number Three, City of Corpus Christi, Texas, as approved by the Board of Directors of Reinvestment Zone Number Three on September 30, 2020. A copy of the Plan is attached hereto and incorporated by reference. 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 _____________ Everett Roy _____________ Paulette M. Guajardo _______________ Greg Smith _____________ Gil Hernandez _______________ 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 _____________ Everett Roy _____________ Paulette M. Guajardo _______________ Greg Smith _____________ Gil Hernandez _______________ PASSED AND APPROVED ____________ day of ________________, 2020. ATTEST: _______________________ ______________________________ Rebecca Huerta Joe McComb City Secretary Mayor City of Corpus Christi / Corpus Christi Downtown Management District 1 | P a g e Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan Introduction Tax Increment Financing is an economic development tool authorized by Chapter 311 of the Texas Tax Code, through which governments can designate a portion of tax increment to finance improvements to promote development of a defined area, called a “Reinvestment Zone.” The defined area must meet one of the five criteria outlined in Chapter 311. In 2008, through Ordinance 027996, the City of Corpus Christi created Tax Increment Reinvestment Zone #3 (“TIRZ #3” or “the Zone”), over a portion of the city that includes the city’s Downtown area. There have been three amendments to the ordinance; expansion of boundaries (April 2009), correction of termination date (March 2012) and correction of board composition (August 2014). A change in the economic climate immediately after the creation of TIRZ #3 hindered the performance of the fund and prevented any investment from occurring. Throughout this time, there has not been an update to the Preliminary Project & Financing Plan in the 2008 Ordinance. This document, the 2015 Amended Project & Financing Plan, is intended to replace the previous Project & Financing Plan and any future amendments will modify this version. This 2015 Amended Project & Financing Plan is based on research conducted for the Downtown Area Development Plan (DADP), currently underway completed. Upon completion of the DADP, there will be an amendment to refine aspects of the 2015 Amended Project & Financing Plan. TIRZ #3 consists of a Board of Directors and is supported by the City Manager’s designee, currently the City’s Business Liaison, and the Executive Director of the Corpus Christi Downtown Management District (DMD). Second Amendment (FY 2017) – To continue and enhance the Zone’s efforts, this Amendment provides for programming and services from the DMD; refines some of the Incentive Programs; and provides the ability for TIRZ funds to be expended for public, cultural and/or historic properties within the Zone. Updates also include the commitment from Del Mar College’s extended participation to the end of the Zone. Note: Schedule of Project Expenditures (Page 7) updated as Exhibit C – FY 2017 Project Plan Budget. Third Amendment (FY 2018) – this Amendment renames the (5) Site Assembly & Development category to (5) Site Management & Development and discusses a pilot vacant building program in the Reinvestment Zone. Additionally, both (6) Parking Management and (7) Traffic Pattern and Streetscapes expand to authorize funding for implementation. (8) Other Programs and Initiatives expands to include Cultural District Plan, upon Board’s approval of the DMD’s FY 2018 Scope of Services. Note: Schedule of Project Expenditures updated as Exhibit C – FY 2018 Project Plan Budget. Fourth Amendment (FY 2019) – this Amendment extends the four Incentive Programs for an additional 3-year period and includes the new FY 2019 Budget as Exhibit C. It also provides an updated Sources of Revenue table showing the projected revenue of the TIRZ over time. City of Corpus Christi / Corpus Christi Downtown Management District 2 | P a g e Fifth Amendment (FY 2021) – this Amendment incorporates implementation that occurred in FY 2020 and refines parameters for more aggressive incentives for FY 21 based upon the remaining rehabilitation hurdles and economics. Criteria for Zone Creation The 2008 Project Plan stated that the defined area of TIRZ #3 qualified for designation as a “Reinvestment Zone” because it suffered from “economic stagnation, inadequate infrastructure, and deteriorating properties. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment.” Conditions listed that met the Criteria of Chapter 311, Section 005 included: A substantial number of substandard, slum, deteriorated, or deteriorating structures; The predominance of defective or inadequate sidewalk or street layout; Unsanitary or unsafe conditions; The deterioration of site or other improvements; and Conditions that endanger life or property by fire or other cause. According to Chapter 311, these conditions must “substantially arrest or impair the sound growth of the municipality or county creating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition and use.” Conditions in 2008 met these requirements, as indicated by the Market and Economic Study undertaken at that time. While our community has benefitted from a boost in economic activity since 2008, the Downtown did not see the same level of development. This solidifies the 2008 position that conditions would not be overcome or corrected without significant intervention and assistance from the public sector. A Consistent Vision for Downtown For decades, efforts had been made to improve and revitalize Downtown Corpus Christi, with various levels of success. The 2006 Downtown Redevelopment Vision resulted in the creation of TIRZ #3, but a change in environment prevented immediate implementation. Other efforts have included: 2004 – Bayfront Master Plan 2006 – Downtown Redevelopment Report 2013 – Central Business Development Plan 2014 – RUDAT 2015 – Downtown Area Development Plan (Underway) The 2006 Redevelopment Report vision statement is consistent with the vision illustrated in the 2015 Downtown Area Development Plan, which is currently in draft form. “Downtown Corpus Christi is a safe, clean, pedestrian friendly community comprised of a central business district, arts and culture, sports and entertainment areas. This unique vibrant waterfront community will provide local residents, tourists and families’ opportunities to enjoy fine restaurants, shops and residential facilities.” City of Corpus Christi / Corpus Christi Downtown Management District 3 | P a g e Anticipated Zone Role in Downtown Improvements The 2008 Market and Economic Study indicated the nature of the intervention and assistance needed to spur economic growth in different areas of the Zone. It stated that the “current structure of Corpus Christi’s economy, the aging of existing development, and inadequate public infrastructure and facilities together depress the viability of new development and redevelopment in Downtown.” The 2014 Analysis of Residential Market Potential repeated those themes, with extra emphasis on residential development and introduction of the concept of gap financing. Additionally, the 2015 environment has the new dynamic of regional investment valued at tens of billions of dollars. The primary functions of TIRZ #3 will be • To Support Private Sector Development & Investment • To Plan & Construct Public Improvements • To Provide Revitalization Focused Programs & Services The Zone is expected to be one of a variety of planned funding sources and programs that will be acting in concert to accomplish a changed public environment in Downtown. By improving and enhancing streets, sidewalks, and public spaces, plus upgrading utilities, the zone and the other programs will encourage the development of new land uses and the redevelopment or rehabilitation of existing uses. The intended result is that Downtown will become a vibrant and economically vital urban waterfront district with a variety of residential, retail, and lodging uses, a strong office base, and popular public facilities. Project Plan Existing Uses and Conditions/Boundaries §311.01 (b) (1) The Zone includes approximately 856 acres wholly within the City of Corpus Christi. Its boundaries encompass nearly all of the Downtown area. A very wide variety of land uses are present within the TIRZ. The boundaries and land uses within the Zone are shown in Exhibit A. The existing conditions within the Zone are described generally below. A legal description of the Zone with a specific accounting for the proposed boundaries is given in Exhibit B. In the 2015 DADP, the identities of neighborhoods in the Downtown were emphasized as way to build unifying identities and create distinct experiences. Each of those regions is described generally below. SEA District - A large area of publicly owned cultural and entertainment facilities comprises the north end of the zone. These facilities include: Port of Corpus Christi’s Ortiz Center Corpus Christi Museum of Science & History Art Museum of South Texas Whataburger Field American Bank Convention Center & Arena Harbor Playhouse Brewster Street Icehouse Heritage Park – Restored Historic Homes, now used as Non-Profit Offices or Cultural Museums. Moving south, the next few blocks vary between vacant, undeveloped land and low density residential, bordered to the west by Port facilities and storage space, southeast by the Port of Corpus Christi Offices and the Federal Courthouse. The southern portion of the SEA District also includes two restaurants, a City of Corpus Christi / Corpus Christi Downtown Management District 4 | P a g e vacant hotel, U-Haul, Fire Station #1 and the historic Nueces County Courthouse. IH 37 is the physical southern border of this area, with the transition from a highway to on and off ramps coming to surface grade. Uptown – South of IH 37, a natural bluff distinguishes the high-rise, office building core of the Uptown. Broadway marks a topo-graphical change as the edge of a bluff, and the higher elevation area to the west of the street north of Lipan Street is characterized mainly by professional office uses, some in high-rise towers. TIRZ #3 picks up two blocks of Uptown, with Tancahua as the west border. Of Downtown’s office properties, only the Frost Bank building is one of two Class “A” properties. Overall occupancy for the Downtown office market is around 80 percent. Outside of the Zone, Uptown continues to include major government anchors, including Corpus Christi Independent School District Offices, Nueces County Courthouse, a Regional Transportation Authority Service Center and Corpus Christi City Hall. Marina Arts District (Downtown Management District) – The area east of Broadway is lower in elevation and features a walkable pedestrian grid with a mix of land uses, including hotels, office, residential and retail. The boundary of this neighborhood is based on the petition of property owners that created the Downtown Management District in 1993. This area is the historic center of Corpus Christi, but many of the original buildings have been demolished, due to neglect or natural disasters. The last large wave of construction occurred in the 1980’s. The most recent large scale private investment is currently under construction, a $27 million residential property with ground floor retail, the Cosmopolitan. The area is interspersed with surface parking lots and vacant, blighted property. In several places, public spaces and sidewalks are in deteriorated condition. Another unique feature of this neighborhood is the Corpus Christi Municipal Marina, spanning three man- made T-heads along the Bayfront. The Marina is comprised of over 600 slips, several restaurants and the Corpus Christi Yacht Club, the third oldest yacht club in the Gulf Coast. Bayshore Park Neighborhood – At Kinney Street, the Zone gets divided by a redundancy of roadways and a few vacant parcels. This portion of the Zone includes the YMCA, a Greek Orthodox Church, Episcopal Church, Methodist Church and several parks. Additionally, there is a mix of early 20th century single family homes and multi-family residential developments. The multi-family developments are truly a diverse mix, including high rise and mid-rise, market rate and affordable, ownership and rental, constructed at all different times with various architectural styles. Many of the original homes, especially at the south end of the neighborhood, have been converted to professional office use. This neighborhood would lend itself to the revitalization seen in older neighborhoods across the country, however an absence of neighborhood support services prevents the unification necessary to create this self identity. A potentially defining feature of this neighborhood is the 34 acres of park land for which the City is currently undergoing a Design-Build process to complete a Bond 2008 project that relocated traffic lanes to unite a patchwork of public space. The southeastern corner of the zone includes the Emerald Beach hotel and Marina del Sol condominiums. This neighborhood abuts the Christus Spohn Shoreline hospital complex. Christus Spohn Shoreline is just outside TIRZ #3 Boundaries, but the system is planning a $325 million investment in the community in the coming years. City of Corpus Christi / Corpus Christi Downtown Management District 5 | P a g e Municipal Ordinances §311.011 (b) (2) The City may modify existing ordinances in order to make the area in and around TIRZ #3 more friendly to the types of residential and recreational activity desired. Some other policies that will be updated include building design, setbacks and streetscape requirements, in order to establish a built environment that supports the downtown character. City Planned Improvements (Non Project Costs) §311.011 (b) (3) The City of Corpus Christi has over $ million in improvement projects currently funded and in some stage of planning or construction, independent from this TIRZ #3 Project Plan. The City will continue to use Bonds packages a major source of public improvement funding. Relocation §311.011 (b) (4) No relocation of existing residents is anticipated to be required as part of the Project Plan. Financing Plan Estimated Project Cost Description (§311.011 (c) (1) & Kind, Number and Location of TIRZ Improvements §311.001 (c) (2) TIRZ #3 is anticipated to participate in projects that support the development and economic activity projected in the DADP, especially when cost of development creates a gap due to utility or infrastructure conditions. The initial focus is on residential and mixed-use development. Exceptions may be made to the guidelines below for catalytic projects with Board approval. Such changes will be incorporated at the next Project Plan Amendment. 1. Chaparral Street Property Improvement Grant Program – This three-year matching grant program will support and encourage private investment in the built environment along Chaparral Street for active businesses. Due to its “Main Street” characteristics and its function of connecting the Marina Arts District (Downtown Management District Boundary) and SEA District, Chaparral Street is a first phase priority for successful revitalization of the Zone. During FY 2016-2021, TIRZ #3 will make $200,000 available per year to match approved property improvements funded by the property owners. The Zone will consider from a 50/50, up to 30/70 match on renovation costs, depending on how the scope of the project meets the priorities of the Zone. A 20% incentive cap had been adopted for FY 16 – FY 20 but this will be waived for FY 21. A max of $100,000 is available for a single project Project Source Timeframe Cost Status as of 09/2020 Shoreline Realignment Bond 2008 Ongoing $13,000,000 Done SEA District Improvements Bond 2012 2015-2016 $500,000 Under Construction Chaparral St. Phase II Bond 2014 2015-2016 $9,000,000 Done Water Street Improvements Bond 2014 2015-2016 $5,000,000 Done Streetscape Improvements Bond 2014 2015-2015 $1,500,000 Done Wayfinding Program HOT Funds 2015 $200,000 On Hold Shoreline Crosswalks Bond 2018 2021 Pending Design Downtown Lighting Bond 2018 2021 Pending Design Total $29,200,000 City of Corpus Christi / Corpus Christi Downtown Management District 6 | P a g e in a single fiscal year. Applications will be accepted until the allocation is exhausted for each fiscal year. 2. New Tenant Commercial Finish-Out Grant Program– In order to activate vacant spaces, support mixed-use developments and the demand for more dining and entertainment venues in the Downtown, the Zone will reimburse approved leasable new tenant finish-outs at a maximum rate of $10 per square foot. Additionally, since it has become clear that existing inventory is not white box ready, 50% of Mechanical, Electrical or Plumbing Costs (Up to $20,000) will be available to the landlord with a new tenant if that landlord provides a 6-month rent waived lease. First-floor, active street use projects will be a priority consideration. During FY 2016- 2021, $100,000 will be allocated annually. Qualified finish out expenses include: floor and wall upgrades, HVAC, kitchen equipment, awnings and other permanent, semi-permanent fixtures. Grant is reimbursable to the Tenant, but written approval must come from Landlord in application. Applications will be accepted until the allocation is exhausted for each fiscal year. 3. Downtown Living Initiative – The Residential Demand Study conducted for the DADP stated that over the next 5 years, 1,850 new units could be absorbed in the greater downtown if the threshold made investment attractive. Apartment occupancy was 94.2% in the first Quarter of 2015 (industry considers 96% to be full occupancy). In order to stimulate development, for FY 2016-2021, the Zone will provide a $10,000 per unit reimbursement grant for multi-family developments of over 10 3units that meet the required design criteria. Applications will be accepted until the allocation is exhausted for each fiscal year, and allocations may be split between years and committed in advance. 4. Project Specific Development Agreement – In situations where higher development costs create a financing gap, TIRZ #3 can provide assistance to property owners or developers through a Development Agreement for reimbursement of net new tax increment. A pro-forma is required to qualify for up to 75% reimbursement of the new taxes for 10 years if a development is 5,000 sq. ft or creating 25 or more new residential units. If further gap exists, staff will undertake additional third party review to justify any additional reimbursement, based on the “but, for” principle. The qualifying cost elements for this Program include: Environmental Remediation/Code Compliance Historic Preservation Structured Parking Urban Design/Landscaping Public Improvements/Utilities Further, Residential Developments over 100 10 Units may be considered as an individual cost element For catalytic projects with per unit development cost above $100,000, a 10% threshold will be considered based on available funding, up to $20,000 per unit. 5. Site Management & Development – Beginning in FY 2017 and 2018, TIRZ #3 will develop a program to facilitate activation of vacant properties within the Zone and propose to City Council adoption of a downtown vacant building ordinance. The program will establish minimum requirements for vacant City of Corpus Christi / Corpus Christi Downtown Management District 7 | P a g e properties and designate registered properties as eligible for incentives or emergency funding. Funding will be allocated to establish and administer the program. In order to activate strategically located properties, TIRZ #3 may place properties under option and work towards developing proposals for development, then assist in acquisition and development of the properties. Additionally, the Zone may purchase properties outright for redevelopment and dispose of properties, if approved by the Board. Under this initiative, funding may also be expended for stabilization or redevelopment of public, cultural and/or historic properties. 6. Parking Study & Development– In key locations where parking is undersupplied or inadequately distributed, the Zone can assist in providing public parking facilities such as on-street spaces or off- street lots and structures. TIRZ #3 will conduct a study in FY 2016 in order to develop a strategic approach for parking in the Downtown and fund implementation steps. Additionally, the Zone may support any efforts City may undertake for appropriate parking management infrastructure such as meters, lot improvements, structured garages and occupancy monitoring systems. 7. Traffic Pattern Study & Streetscapes – TIRZ #3 may contribute to studies for traffic movement and improvements in roadway infrastructure (repaving, repair, widening, redesign), traffic management infrastructure (signals, signs), and beautification (landscaping in medians, special lighting, etc.) The Zone will contribute up to $150,000 for a traffic pattern study as the first phase of this initiative. Additionally, pedestrian accommodations and streetscapes will be a priority. Funds may also be expended on implementation of infrastructure improvements, as budgeted and listed below: Streetscape Program – Funding $200,000 for Right of Way and Façade improvements to increase lighting and security beginning FY 18, funded annually after. Artesian Park - $150,000 Initial Funding in FY 20, then $50,000 Annual for La Retama & Artesian. Two Way Conversion Shoreline to Water Street – Up to $400,000 (Funded FY 20, Rolled to FY 21) General Right of Way Maintenance - $50,000 Annually. Broadway Bluff Maintenance and Repair Assessment - $150,000 (Funded FY 20, Rolled to FY 21) 8. Other Programs & Initiatives – TIRZ #3 will develop other programs and initiatives that will be presented to the Board for approval, during the life of the Zone. Each year, the following initiatives are being added: FY 2017 - Downtown Management District Bike Share Initiative FY 2017 - Downtown Management District Expanded Scope of Services FY 2018 – Downtown Management District – Cultural District Plan, TIRZ #3 Incentive Programs, registration process for downtown vacant building program, Streetscape Safety & Right of Way Improvement Program and Off-Street Parking Improvement Program. FY 2019- Unified brand implementation and expanding organizational and operational capacity. City of Corpus Christi / Corpus Christi Downtown Management District 8 | P a g e FY 2020- Implementation of approved projects from TIRZ #3 Traffic & Planning Analysis, specifically Artesian Park Upgrades. FY 2021- Capital Maintenance for public spaces and right of ways throughout the zone and continued capital maintenance. 9. Management & Professional Services- Zone funds will compensate for the costs of ongoing administration of the Zone, including but not limited to accounting, legal services, consulting services, document production and maintenance, and other administrative costs. These costs were originally estimated at $50,000 per year for the 20-year life of the Zone, but to date the only dollars expended have been for state reporting requirements. Staff plans to strategically engage outside resources to evaluate revenue projections and continue to develop innovative, effective programs. Economic Feasibility Study §311.011 (c) (3) The 2008 Market and Economic Feasibility Study for TIRZ #3 was completed by CDS Market Research l Spillette. In 2014 and 2015, Goody Clancy completed additional studies that reflect the more recent environment, and emphasize the importance of residential development in any revitalization. Those studies include: Residential Market Potential (Zimmerman/Volk) – final Retail Market Analysis & Strategy (Mike Berne) – draft Hotel, Office, Retail (W-ZHA, Sarah Woodworth) – draft Incentives & Development Economics (W-ZHA, Sarah Woodworth) – draft Estimate of Bonded Indebtedness §311.011 (c) (4) It was not anticipated that TIRZ would issue bonded debt, but would be funded on a pay-as-you-go basis. If the annual revenue and available non-bonded debt financing are insufficient to address the needs of TIRZ #3, we may issue bonded debt commensurate with the specific project costs under consideration and anticipated annual Zone revenues to support debt service payments. Timing of Incurring Costs or Monetary Obligation §311.011(c) (5) Costs will be incurred over the life of the Zone based on its Board of Directors’ identification of priority activities and projects, opportunities for implementation, and available revenues to sustain a pay-as-you- go project expenditure approach. The following table summarizes proposed planned expenditures for TIRZ #3 until FY 2019. Another set of programs will be proposed in FY 2018, based on an assessment of needs at that time. Schedule of Project Expenditures FY FY 14-15 FY 15-16 FY 16-17 FY 17-18 FY 18-19 Year 2015 2016 2017 2018 2019 Beg. Bal $1,563,751 $2,333,342 $1,730,387 $1,540,935 $1,631,307 + New Increment1 794,591 997,045 1,160,548 1,440,372 1,615,149 1 Chaparral Street Grant Program2 200,000 200,000 200,000 2 New Tenant Commercial Finish Out Grant Program2 100,000 100,000 100,000 3 Downtown Living Initiative2 1,000,000 1,000,000 1,000,000 City of Corpus Christi / Corpus Christi Downtown Management District 9 | P a g e 4 Project Specific Development Agreement3 TBD TBD TBD TBD TBD 5 Site Assembly & Development 6 Parking Study & Development 100,000 7 Traffic Pattern Analysis & Streetscapes 150,000 8 Other Programs & Initiative 9 Management & Professional Services 25,000 50,000 50,000 50,000 50,000 Expenditure Totals 25,000 1,600,000 1,350,000 1,350,000 50,000 TIRZ Ending Balance 2,333,342 1,730,387 1,540,935 1,631,307 3,196,456 Notes: 1 Increment Projection developed by CCREDC, will be monitored closely to ensure program allocations 2 Program allocations will be authorized each Fiscal Year. 3 Incentive available will be based on the amount of investment and increment generated by private sector. Method of Financing and Sources of Revenue §311.011(c) (6) Methods of Financing. TIRZ #3 will initially take a primarily pay-as-you-go approach to financing projects that could utilize the following methods: Cash funds generated from existing property value increment, Developer cash reimbursement agreements where the revenues from the Zone’s property tax increment compensate a developer for fronting eligible expenditures in a specific taxable project. If future Zone revenues to support debt service payments are anticipated, the Zone may also issue bonded debt, the term of which will not extend past the expected life of the Zone. Sources of Revenue. The primary source of revenue for TIRZ #3 will be funds from the contributed property tax collections of the City of Corpus Christi, Nueces County, and Del Mar College on the taxable property value increment within TIRZ #3. The City, and County, and Del Mar College have agreed to participate in funding TIRZ #3 with 100% of the incremental property taxes collected over the life of the Zone. Del Mar College has committed to participating from the second through 2018, but may extend. The assessed value base year for the City of Corpus Christi is 2009; the base year or Nueces County and Del Mar College is 2010. The 2015 2018 adjusted projection of incremental property tax revenue contributed to the Zone is as follows: Sources of Revenue Year Increment Value Tax Revenue City County Del Mar City County Del Mar TOTAL FY 10 $ 8,655,793 $ 50,400 $ - $ - $ 50,400 FY 11 21,931,954 4,698,427 4,674,139 127,703 16,488 12,059 156,251 FY 12 22,782,697 15,449,665 15,290,811 129,988 54,227 39,451 223,666 FY 13 43,910,295 38,988,148 38,041,488 250,533 136,845 98,148 485,526 FY 14 57,920,528 52,767,539 51,604,697 338,988 179,932 129,355 648,275 FY 15 71,728,002 65,346,609 63,906,562 419,798 216,258 158,535 794,591 FY 16 90,003,549 81,996,244 80,189,287 526,758 271,358 198,928 997,045 FY 17 104,763,037 95,442,631 93,339,356 613,140 315,858 231,550 1,160,548 FY 18 130,022,872 118,455,186 115,844,781 760,977 392,016 287,380 1,440,372 FY 19 145,800,015 132,828,691 129,901,537 853,315 439,583 322,251 1,615,149 See Exhibit C for FY 2017 Update of Project Budget See Below for FY 2019 Update of Sources of Revenue City of Corpus Christi / Corpus Christi Downtown Management District 10 | P a g e FY 20 173,112,004 157,710,826 154,235,343 1,013,162 521,928 382,616 1,917,707 FY 21 189,976,968 173,075,373 169,261,300 1,111,867 572,776 419,892 2,104,534 FY 22 207,413,655 188,960,778 184,796,638 1,213,917 625,347 458,431 2,297,695 FY 23 225,441,446 205,384,699 200,858,623 1,319,428 679,700 498,276 2,497,404 FY 24 244,080,379 222,365,390 217,465,110 1,428,515 735,896 539,472 2,703,883 FY 25 263,351,172 239,921,727 234,634,557 1,541,300 793,997 582,065 2,917,362 FY 26 283,275,244 258,073,223 252,386,047 1,657,908 854,068 626,102 3,138,077 FY 27 303,874,743 276,840,056 270,739,314 1,778,469 916,174 671,631 3,366,275 FY 28 325,172,564 296,243,083 289,714,756 1,903,118 980,387 718,704 3,602,209 FY 29 347,192,382 316,303,874 309,333,466 2,031,992 1,046,776 767,373 3,846,141 $ 35,963,109 These estimates will continue to be monitored and adjusted quarterly annually. Current Appraised Value & Estimated Captured Appraised Value §311.011(c)(7), (8) According to the Nueces County Appraisal District, the 2009 certified taxable appraised value for the Zone is $310,019,372. The table above projects taxable value increment captured by the Zone over the remainder of its duration, if all taxing entities continue participation. Due to differences in policies regarding exemptions and tax abatements, the captured increment differs among the three jurisdictions. Captured value projections assume a 3.39 2.5% annual value appreciation rate for existing development, based on estimates actual by economist Dr. Ray Perryman property value growth and do not take into account future investments. Fiscal Year City County Del Mar Total City County Del Mar TOTAL FY 10 8,938,611 - - 8,938,611 50,400 - - 50,400 FY 11 21,931,959 4,698,427 4,674,139 31,304,526 127,703 16,488 12,059 156,251 FY 12 22,782,697 15,449,269 15,290,811 53,522,776 129,988 54,227 39,451 223,666 FY 13 43,910,295 38,987,148 38,041,488 120,938,931 250,533 136,845 98,148 485,526 FY 14 56,814,718 51,751,996 50,602,120 159,168,834 332,516 176,474 126,842 635,832 FY 15 61,641,842 57,170,457 55,257,674 174,069,974 359,150 189,203 137,079 685,432 FY 16 73,819,407 81,480,890 80,084,765 235,385,063 447,540 254,977 198,669 901,186 FY 17 82,672,144 96,768,777 95,440,711 274,881,633 501,211 294,266 234,936 1,030,413 FY 18 90,723,843 94,622,680 98,178,819 283,525,342 550,026 287,740 241,676 1,079,442 FY 19 96,280,721 110,962,179 117,040,051 324,282,951 583,715 337,427 288,105 1,209,247 FY 20 105,165,951 111,267,007 123,927,631 340,360,589 637,583 338,354 305,059 1,280,996 FY 21 112,055,614 127,652,230 144,304,130 384,011,974 679,353 388,180 355,218 1,422,751 FY 22 121,974,293 130,414,841 155,674,539 408,063,674 739,486 396,581 383,207 1,519,274 FY 23 130,351,758 147,214,456 178,552,529 456,118,743 790,276 447,667 439,523 1,677,466 FY 24 141,527,057 152,497,010 194,956,096 488,980,162 858,028 463,731 479,902 1,801,661 FY 25 151,580,816 170,089,008 221,442,870 543,112,694 918,980 517,227 545,102 1,981,309 FY 26 164,264,179 178,010,361 243,673,527 585,948,067 995,875 541,315 599,824 2,137,014 FY 27 176,220,443 196,790,562 275,051,046 648,062,051 1,068,361 598,424 677,063 2,343,848 FY 28 190,697,246 207,528,945 304,184,757 702,410,948 1,156,129 631,079 748,778 2,535,986 FY 29 204,825,030 227,919,904 341,971,692 774,716,626 1,241,780 693,086 841,794 2,776,661 Bold=Actuals 12,418,634$ 6,763,292$ 6,752,435$ 25,934,361$ Sources of Revenue Year Tax RevenueIncrement Value City of Corpus Christi / Corpus Christi Downtown Management District 11 | P a g e Duration of the Zone §311.011(c)(9) TIRZ #3 will exist until 2028, however, the Board, City and other taxing entities may agree to extend the Zone. City of Corpus Christi / Corpus Christi Downtown Management District 12 | P a g e List of Exhibits Exhibit A TIRZ #3 Boundaries and Land Uses Exhibit B Legal Description Exhibit C FY 2017 Project Plan Budget FY 2018 Project Plan Budget FY 2019 Project Plan Budget FY 2021 Project Plan Budget City of Corpus Christi / Corpus Christi Downtown Management District 13 | P a g e Exhibit A – Boundaries & Land Use City of Corpus Christi / Corpus Christi Downtown Management District 14 | P a g e Exhibit B - Legal Description of the Zone BEGINNING AT A POINT on the center line of the Corpus Christi Ship Channel and commonly known as the Corpus Christi – Port Aransas Waterway at its intersection with the northerly extension of the West right-of-way line of Sam Rankin Street; Thence Easterly along the centerline of the Corpus Christi – Port Aransas Waterway to its intersection with the northerly extension of a line parallel with the breakwater 50’ feet on the east side for a point in the Corpus Christi Bay and the Northeast corner; Thence Southerly along said line, being 50 feet on the East side and parallel with the breakwater, following the meanders of the breakwater in the Corpus Christi Bay to its intersection with an “A-2” zoning line approximately 1,000 feet from the shoreline and parallel with the East right-of-way line of Shoreline Boulevard for a point in the Corpus Christi Bay; Thence Southwesterly along said “A-2” zoning line extending parallel and approximately 1,040 feet from the East right-of-way line of South Shoreline Boulevard to its intersection with a second “A-2” zoning line extending parallel and approximately 1,000 feet from an existing 18 foot seawall easement, inside the Marina Del Sol Boat Harbor, for a point in the Corpus Christi Bay; Thence Southeasterly along said line 200 feet more or less past its intersection with the easterly extension of the south most boundary of Lot 3, Block 1 of Marina Del Sol Subdivision for a point in the Corpus Christi Bay and the Southeast corner; Thence Southwest along a line 200 feet more or less to the South and parallel with the extension of the south boundary of Lot 3, Block 1 of Marina Del Sol Subdivision to the Corpus Christi Bay Shoreline; Thence Northwest along the Corpus Christi Bay Shoreline to its intersection with the extension of the South most boundary of Lot 3, Block 1 of Marina Del Sol Subdivision; Thence Southwest along the South boundary of Lot 3, Block 1 of Marina Del Sol Subdivision, 540 feet more or less to the centerline of Ocean Drive for a point; Thence Northwest along the centerline of Ocean Drive to its intersection with the centerline of Morgan Avenue; Thence Southwest along the centerline of Morgan Avenue, to a point in the center line of Santa Fe Street for the Southwest corner; Thence Northwest along the centerline of Santa Fe Street to its intersection with the centerline of Hancock Street; Thence Southeast along the centerline of Hancock Street to its intersection with the centerline of South Tancahua Street:; Thence Northerly along the centerline of South Tancahua Street, passing Furman, Coleman, Park, Agnes, and Laredo Street, to a point in the centerline where South Tancahua becomes North Tancahua, and continuing along North Tancahua, passing Kinney, Blucher, Comanche, Lipan, Leopard, Antelope and Buffalo Street and continuing past IH 37 to its intersection with the centerline of the existing northwest frontage road of I.H. 37, for a point; Thence Northeast along the centerline of said existing northwest frontage road of I.H. 37 to its intersection with the South right-of-way line of West Broadway Street for a point; Thence along the South right-of-way line of West Broadway Street to its intersection with the westerly extension of the South right-of-way line of Concrete Street for a point; Thence Northeasterly along the South right-of-way line of Concrete Street extended, to its intersection with the north right-of- way line of West Broadway Street, for a point; Thence Northwesterly along the North right-of-way line of West Broadway Street to the Southeast property line of the City of Corpus Christi’s Broadway Wastewater Treatment Plant; Thence Northeasterly along the City of Corpus Christi’s Broadway Wastewater Treatment Plant Southeast property line to its intersection with the common South boundary line of Lots 1, Block 58 of the Beach Addition; Thence West along the South boundary line of Lot 1, Block 58 out of the Beach Addition, to its Southwest corner for a point; City of Corpus Christi / Corpus Christi Downtown Management District 15 | P a g e Thence Northwest along the common, West boundary line of Lots 1 thru 6, Block 58, of the Beach Addition, to its intersection with the South right-of-way line of Resaca Street; Thence Northeast along the South right-of-way line of Resaca Street to its intersection with the centerline of Tancahua Street, for a point; Thence Northwest along the centerline of Tancahua Street to its intersection with the centerline of Port Avenue, for a point; Thence Southwest along the centerline of Port Avenue, to its intersection with the West right-of-way line of Sam Rankin Street for an outside corner; Thence Northerly along the West right-of-way line of Sam Rankin Street and its extension to its intersection with the centerline of the Corpus Christi – Port Aransas Waterway center line in the Corpus Christi Ship Channel to the POINT OF BEGINNING. Excluded properties to meet state statute prohibiting Tax Increment Financing Districts from containing 10% or more of the area used for residential purposes: Beach Addition Block 55 Lots 10 thru 12 City of Corpus Christi / Corpus Christi Downtown Management District 16 | P a g e Exhibit C City of Corpus Christi / Corpus Christi Downtown Management District 17 | P a g e Year FY 2016 FY 2016 FY 2018 FY 2019 Budget Actual Budget Estimated Proposed Future Beg. Bal 2,297,833$ 2,253,569$ 2,953,576$ 2,992,483$ 3,388,432$ 2,459,705$ + Increment Revenue 994,117$ 914,191$ 1,127,852$ 1,070,317$ 1,291,273$ 1,614,091$ 1 Chaparral St. Grant Program 200,000$ 71,942$ 200,000$ 100,000$ 200,000$ -$ 2 New Tenant Commercial Finish Out Grant Program 100,000$ -$ 100,000$ 15,000$ 100,000$ -$ 3 Downtown Living Initiative 1,000,000$ -$ 905,000$ -$ 725,000$ 1,300,000$ 4 Project Specific Development Agreement -$ -$ -$ -$ -$ -$ 5 Site Management & Development -$ -$ -$ -$ 100,000$ -$ 6 Parking Study & Development 100,000$ 98,534$ 50,000$ 50,000$ 150,000$ -$ 7 Traffic Pattern Analysis & Streetscapes 150,000$ -$ 150,000$ 150,000$ 500,000$ 1,000,000$ 8 Other Programs & Initiatives -$ 350,000$ 350,000$ 395,000$ 420,000$ 9 Management & Professional Services 50,000$ 4,801$ 50,000$ 9,368$ 50,000$ 50,000$ TOTAL EXPENDITURES 1,600,000$ 175,277$ 1,805,000$ 674,368$ 2,220,000$ 2,770,000$ End Bal 1,691,950$ 2,992,483$ 2,276,428$ 3,388,432$ 2,459,705$ 1,303,796$ FY 2017 See Below for FY 2018 Update of Project Budget See Below for FY 2019 Update of Project Budget City of Corpus Christi / Corpus Christi Downtown Management District 18 | P a g e Account Description Actuals 2018 - 2019 Original Budget 2019 - 2020 Amended Budget 2019 - 2020 Estimated 2019 - 2020 Adopted 2020 -2021 TIRZ#3 Project Plan $ 18,964.00 $ - $ 68,145.00 $ - $ - Chaparral St Grant Program $ 101,469.00 $ 200,000.00 $ 400,000.00 $ 279,585.00 $ 200,000.00 New Tenant Commercial Finish Out $ 61,700.00 $ 100,000.00 $ 106,490.00 $ 14,378.00 $ 100,000.00 Downtown Living Initiative $ - $ - $ 1,665,000.00 $ 1,665,000.00 $ - Development Tax Reimbursement $ - $ - $ 15,000.00 $ - $ 370,000.00 Site Management and Development $ 152,151.00 $ - $ - $ - $ - Downtown Vacant Bldg. Code Enforcement $ 1,989.50 $ 50,000.00 $ 50,000.00 $ 5,884.00 $ 25,000.00 Parking Meter Replacement $ - $ 100,000.00 $ 100,000.00 $ - $ 100,000.00 Off-street Parking Improvement $ - $ 100,000.00 $ 100,000.00 $ - $ - Traffic Pattern Analysis $ - $ 400,000.00 $ 550,000.00 $ 550,000.00 $ 350,000.00 Streetscape & Safety Improvements $ 18,246.00 $ 200,000.00 $ 345,735.00 $ 348,259.00 $ 200,000.00 DMD Agreement $ 376,317.00 $ 510,000.00 $ 532,016.00 $ 532,016.00 $ 510,000.00 Management & Professional Services $ 111.00 $ 4,000.00 $ 4,000.00 $ - $ 4,000.00 Transfer to General Fund $ 55,102.00 $ 127,082.00 $ 127,082.00 $ 127,081.51 $ 126,924.00 TOTAL EXPENDITURES $ 786,049.50 $ 1,791,082.00 $ 4,063,468.00 $ 3,522,203.51 $ 1,985,924.00 See Below for FY 2021 Update of Project Budget DATE: October 16, 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 CAPTION: Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55 -50 (a)(2)e regarding Resale Treated Water Rates to wholesale customers outside of City limits; effective January 1, 2021 with no rate increase. PURPOSE: To amend the Code of Ordinances for the revision of treated rates for public agency customers that are under contract for one-year rate adjustments. BACKGROUND AND FINDINGS: The City of Corpus Christi has treated water and/or raw water supply agreements with area public agencies including South Texas Water Authority (STWA), San Patricio Municipal Water District (SPMWD), Nueces County Water Control and Improvement District No. 4 (NCWCID#4), and the Violet Water Supply Corporation (Violet WSC). These Public Agency for Resale (PAR) customers are considered wholesale customers as they serve communities outside the city limits of Corpus Christi. According to these agreements, the raw water cost adjustment (RWCA) as well as treated water rates will be calculated on an annual basis. The PAR customers are provided a summary of proposed rate changes and rate model to review and request additional information prior to City Council action. The PAR customers have voiced no opposition to the rate adjustments included in this ordinance. The price to be charged for treated water sold to the noted public agencies is the published rate for water service established by this ordinance, including the PAR treated water volume rates for water delivered through City-owned facilities. These rates, effective January 1, 2021, Ordinance adjusting treated water rates for public agency wholesale customers AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 1, 2020 Second Reading Ordinance for the City Council Meeting of December 8, 2020 have decreased minimally because demand (consumption) for PAR customers is projected to increase in 2021, while the fixed costs per thousand gallons is decreasing. The result is a slight reduction in the PAR rate, but not a reduction in revenue given projected expenses and demand. The FY 2020-2021 budget includes estimates of revenues generated from the proposed rates necessary to cover existing operating costs and/or fund specific projects. ALTERNATIVES: N/A FINANCIAL IMPACT: Revenues generated from the proposed rates cover the cost of service to provide treated water to PAR customers and have been included in the FY21 Water Fund operating budget . These rates, effective January 1, 2021, have decreased minimally because demand (consumption) for PAR customers is projected to increase in 2021, while the fixed costs per thousand gallons is decreasing. The result is a slight reduction in the PAR rate, but not a reduction in revenue given projected expenses and demand. The FY 2020 -2021 budget includes estimates of revenues generated from the proposed rates necessary to cover existing operating costs and/or fund specific projects. Revenues FY20 FY21 Raw Water -PAR customers $12,000,000 $13,000,000 Treated Water – PAR customers $ 1,700,000 $ 2,420,000 RECOMMENDATION: Staff recommends approval of the Ordinance as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A – Summary of Rate Adjustments 1 Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55-50 (a)(2)e regarding Resale Treated Water Rates to wholesale customers outside of City limits; effective January 1, 2021 with no rate increase. SECTION 1. That the City Code of Ordinances, Chapter 55, Utilities, Section 55-50 is amended to remove the struck through text and insert the underlined text shown as follows: Sec. 55-50. - Schedule. (a) Base rates for water service. The rates for water service are as follows:(2)Monthly volume charges per 1,000 gallons. e.Resale treated water rates. 1.Treated water rates purchased for resale where the water is taken and metered at the site of treatment are hereby set as follows: Effective January 1, 20201 First 2,000 Gallons Minimum* Over 2,000 Gallons $1.464 $1.459 *Use the minimum charges in subsection (a)(1). 2.Treated water rates purchased for resale where the water is delivered to the resale entity through city facilities are hereby set as follows: Effective January 1, 20201 First 2,000 Gallons Minimum* Over 2,000 Gallons $2.096 $2.081 SECTION 2. This Ordinances takes effect on January 1, 2021. The foregoing ordinance was read for the first time and passed to its second reading on this the ___________ day of _________________, 2020, by the following vote: 2 Joe McComb ________________ Michael Hunter ______________ Roland Barrera ____________ Ben Molina ____________ Rudy Garza ____________ Everett Roy ____________ Paulette M. Guajardo ____________ Greg Smith ____________ Gil Hernandez ____________ The foregoing ordinance was read for the second time and passed finally on this the _____________day of_____________, 2020, by the following vote: Joe McComb ________________ Michael Hunter ______________ Roland Barrera ____________ Ben Molina ____________ Rudy Garza ____________ Everett Roy ____________ Paulette M. Guajardo ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED ____________ day of ________________, 2020. ATTEST: _______________________ ______________________________ Rebecca Huerta Joe McComb City Secretary Mayor Exhibit A ‐ Summary of Rate Adjustments CURRENT Proposed 1/1/2020 1/1/2021 Resale Treated (STWA, SPMWD) Raw diversion 0.099 0.119 Treatment 1.364 1.340 TOTAL 1.463$ 1.459$ % increase ‐0.3% $ increase (0.004)$ Resale Treated. Delivered (NCWID#4‐Port A, Violet) Raw diversion 0.099 0.119 Treatment 1.364 1.340 Transmission 0.633 0.622 TOTAL 2.096$ 2.081$ % increase ‐0.7% $ increase (0.015)$ Public Agency for Resale