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Agenda Packet City Council - 08/15/2023
Lw,A.,5r.,f,�r Cit`, of Corpus Christi 1201 Leopard Street s 1 Corpus Christi,TX 78401 _ x w cctexas.com \ Meeting Agenda - Final-revised City Council Tuesday,August 15,2023 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingl6s es limitado, habrd un int6rprete ingl6s-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code§ 551.125 due to an emergency or other public necessity pursuant to Texas Government Code§ 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Reverend Claudia M. Rush, Brooks AME Worship Center. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Jake Ryan Ortega, Junior at Moody High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS I UPDATE ON CITY OPERATIONS: 1. 23-1266 Staff Announcement: Ryan Skrobarczyk- Intergovernmental Relations Director Doug Matthijetz - Deputy Fire Chief 2. 23-1330 Parks and Recreation Advisory Committee Update by Dr. Alissa Mejia, Committee Chair City of Corpus Christi Page 1 Printed on 811412023 City Council Meeting Agenda-Final-revised August 15, 2023 F. PUBLIC COMMENT -APPROXIMATELY 12:00 P.M. To speak during this public comment period, you must sign up before the meeting begins. Each speaker is limited to a total of no more than 3 minutes per speaker. You will not be allowed to speak again on an item when the Council is considering the item. Time limits may be restricted further by the Mayor at any meeting. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Written comments may be submitted at cctexas.com/departments/city-secretary. Electronic media that you would like to use may only be introduced into the City system IF approved by the City's Information Technology(IT) Department at least 24 hours prior to the Meeting. Please contact IT at 826-3211 to coordinate. This is a public hearing for all items on this agenda. G. BUDGET RELATED ITEMS: (ITEM 3) 3. 23-1357 Resolution to consider a proposed ad valorem tax rate of no more than $0.599774 per$100 valuation for Fiscal Year(FY) 2024 and taking a record vote; setting the date for the City's proposed FY 2024 ad valorem tax rate public hearing and first reading ordinance on August 29, 2023, with adoption of the FY 2024 ad valorem tax rate on September 5, 2023. sponsors: Finance&Procurement H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 4 - 13) 4. 23-1314 Approval of the August 3, 2023 Budget Workshop and August 8, 2023 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 5. 23-1180 Ordinance authorizing acceptance and future amendments of Women, Infant and Children's Nutrition Program (WIC) grant for$1,172,131.00 from the Texas Department of State Health Services (DSHS); appropriating $1,172,131.00 to provide funding for the WIC program for the period of October 1, 2023, through September 30, 2024; and authorizing thirteen grant positions. sponsors: Health Department 6. 23-1190 Zoning Case No. 0623-04, Southern Builders Co LLC (District 2). Ordinance rezoning a property at or near 639 Del Mar Boulevard from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District; Providing for a penalty not to exceed $2,000 and publication.(Planning City of Corpus Christi Page 2 Printed on 811412023 City Council Meeting Agenda-Final-revised August 15, 2023 Commission and Staff recommended approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District) sponsors: Development Services Consent-Contracts and Procurement 7. 23-1152 Motion authorizing execution of a three-year service agreement, with two one-year extensions, with Digitech Computer, LLC., of Chappaqua, New York, for emergency medical services (EMS) billing and collection services with payment for Texas Ambulance Supplemental Payment Program (TASPP) reporting, with the anticipated payment to be $2,126,010.00 over the term and approximately $3,603,205.00 if all options are exercised, with no funding required for FY 2023 and future funding subject to budget approval. sponsors: Fire Department and Finance& Procurement 8. 23-1123 Motion authorizing execution of a one-year service agreement, with two one-year options, with Herc Rentals Inc. of Atlanta, Georgia, with an office in Corpus Christi, through Omnia Partners Cooperative, in an amount not to exceed $900,000.00, with a potential amount of$2,700,000.00 if options are exercised, for the rental of heavy equipment for Corpus Christi Water, with FY 2023 funding of$75,000.00 from the Water and Wastewater Funds. sponsors: Corpus Christi Water and Finance&Procurement 9. 23-0662 Motion authorizing execution of Amendment No. 9 to the service agreement with USIO Output Solutions, Inc., of San Antonio for an amount not to exceed $886,886.48, for a revised total amount of$5,391,462.14, to provide additional utility bill printing and mailing services, with FY 2023 funds of$221,722.00 from the Water Fund. sponsors: Corpus Christi Water and Finance&Procurement 10. 23-1127 Motion authorizing execution of a five-year service agreement with Arbitrage Compliance Specialists, Inc., of Greenwood Village, Colorado, for$83,470.00, to provide arbitrage compliance services, with no funding required in FY 2023 and funding in future fiscal years subject to budget approval. sponsors: Finance&Procurement 11. 23-1299 Motion authorizing the execution of a five-year master lease-purchase financing agreement with JP Morgan Chase Bank, N.A., of Chicago, Illinois, for annual vehicle and machinery acquisitions of approximately $19,164,137.81, with no funding required for FY 2023 and future funding subject to budget approval. sponsors: Finance&Procurement City of Corpus Christi Page 3 Printed on 811412023 City Council Meeting Agenda-Final-revised August 15, 2023 General Consent Items 12. 23-1300 Resolution approving the amended bylaws to include a provision for board member absences for the Corpus Christi Business and Job Development Corporation (the "Corpus Christi Business and Job Development Corporation") as approved by the Board of Directors of the Corpus Christi Business and Job Development Corporation on July 17, 2023. sponsors: Economic Development 13. 23-1301 Resolution approving the amended bylaws to include a provision for board member absences for the Corpus Christi B Corporation (the "Type B Corporation") as approved by the Board of Directors of the Corpus Christi B Corporation on July 17, 2023. sponsors: Economic Development K. RECESS FOR LUNCH L. PUBLIC HEARINGS: (ITEM 14) 14. 23-1290 Ordinance amending the Urban Transportation Plan Map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, upon application by MPM Development LP, to remove the southward extension of Sunny Drive, a proposed C1 Minor Residential Collector located between Starlite Lane and Haven Drive, and to remove a northwestward extension of Haven Drive, a proposed A2 Secondary Arterial located between the existing Haven Drive and Violet Road. Sponsors: Planning and Community Development Department and Public Works/Street Department M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 15 - 17) 15. 23-1291 Resolution by the City Council of Corpus Christi, Texas designating and establishing the Convention Center Complex and certain City Parks as projects authorized by Chapters 504 and 505 of the Texas Local Government Code; identifying a method for financing the project; and resolving other matters in connection therewith. sponsors: Economic Development 16. 23-1265 One-reading ordinance calling a Special Election to be held in the City of Corpus Christi, Texas to repurpose two local sales and use taxes for financing the City's Convention Center Complex, Regional Parks, and Commercial / Industrial Streets and new destination flight options; making provision for the conduct of the election; and resolving other matters related to such election. sponsors: City Manager's Office and City Secretary's Office 17. 23-1287 Resolution authorizing the City Manager or designee to execute all City of Corpus Christi Page 4 Printed on 811412023 City Council Meeting Agenda-Final-revised August 15, 2023 documents necessary to enter into an interlocal agreement with the Texas General Land Office to accept the donation of two beach access wheelchairs from the Texas General Land Office. sponsors: Parks and Recreation Department N. BRIEFINGS: (ITEM 18) 18. 23-1297 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (The second quarter of 2023) sponsors: Corpus Christi Regional Economic Development Corporation O. EXECUTIVE SESSION: P. ADJOURNMENT City of Corpus Christi Page 5 Printed on 811412023 CITY OF CORPUS CHRISTI OFFICE OF THE CITY MANAGER TO: Mayor and City Council i FROM: Peter Zanoni, City Manage COPY: Executive Team SUBJECT: Staff Announcement: Director of Intergovernmental Relations DATE: July 20, 2023 I am pleased to announce that I have appointed Ryan Skrobarczyk as the Director of Intergovernmental Relations, effective Monday, July 24. Ryan has over ten years of experience in public policy and advocacy, with the last five years as a director for a statewide trade association. In his most recent role, he served as the Director of Legislative & Regulatory Affairs for the Texas Nursery & Landscape Association, where he led the advocacy effort on behalf of more than 1,400 member- businesses at the federal, state, and local government levels. He simultaneously served as Executive Director of the association's political action committee, an appointed member of the Texas Water Development Board's Water Conservation Advisory Council, and Vice Chairman of the Texas Agriculture Council, an advocacy coalition of over 70 Texas trade associations. Ryan also has over six years of experience working with representatives in the Texas House of Representatives and the Texas Senate. Ryan holds a Bachelor of Arts in Political Science from Texas A&M University in College Station. CITY OF CORPUS CHRISTI OFFICE OF THE CITY MANAGER TO: Mayor and City Council FROM: Peter Zanoni, City Manager�j�j ] COPY: Executive Team ✓'/ SUBJECT: Staff Announcement DATE: August 7, 2023 I am pleased to announce that Doug Matthijetz has been appointed as the Deputy Fire Chief for the Corpus Christi Fire Department (CCFD). Chief Matthijetz is a 33-year member of CCFD and has risen through each rank within the department. He most currently served as the Assistant Chief of the Support Services Divisions which encompasses training, facilities, recruiting, hiring, and risk management. Chief Matthijetz holds an Associate's of Fire Science from Delmar College, a Bachelor of Science in Emergency Management from West Texas A&M, and a Master of Public Administration from Texas A&M Corpus Christi. He also holds numerous certifications through the Texas Commission on Fire Protection. Please join me in congratulating Chief Matthijetz in his promotion to Deputy Fire Chief for the Corpus Christi Fire Department. The Fire Chief has the authority within the Collective Bargaining Agreement to appoint an Assistant Chief to fill the now vacant position due to Chief Matthijetz's promotion. The Fire Chief will be accepting applications and conducting interviews to assist in the appointment process. Parks & Recreation Advisory Committee Briefing to City Council Strategic Plan & STRATEGIC ACTION PLAN Priorities RECREATION ADVI ZORY COMMITTEE First zo n "PRAC strategicplan completed 2023 PARKS AND RECREATION PRIORITIES r � The activities and investments listed within the Parks and Recreation Work Program have been prioritized based on information received from public input and the Plan's needs assessment(including conditions and operational assessments summarized in Appendices E and F). The following list of parks and recreation improvements reflect the City's highest priority projects,meaning they should be planned for incorporation into the annual capital budgeting process.As this Plan matures,each ofthese projects will be further divided into individual projects with their requisite priorities. TRAILS NETWORK. Work with public and private partners to plan and prepare a city-wide network of multi-use trails linking parks with residential areas and other community destinations as provided in this plan. NEAR-TERM PARKS ENHANCEMENTS.Invest in near-term recreational facility and accessory facility enhancements to provide a broader(and equitably B distributed)offering of recreational amenities and to improve the condition of current facilities and grounds. CWATERFRONT ACCESS AND VIEWS.Construct viewing decks and pavilions with viewsheds. Improve and add access for boats. DSHADE STRUCTURES.Provide additional shade structures throughout the parks system including shaded bench seating,picnic areas and pavilions. E WALKSHED IMPROVEMENTS.Constructor improve sidewalks,pathways,linear parks and/or multi-use trails within a 1/2-mile(10 minute)walkshed between existing or planned public parks and adjacent residential areas. F BILL WITT PARK ENHANCEMENTS.Enhance the experience of visitors to Bill Witt Park by investing in park enhancements that add amenities envisioned in conceptual development plans,and subsequent schematic design plans,prepared as part of this master planning effort.(See Strategy 2.1.10,page 135). ATHLETIC FIELD UPGRADES.Upgrade regional and community park athletic fields to increase inventories suitable for organized practice and some G league play. H SHORELINE STABILIZATION.Work with the Texas General Land Office and other entities to cooperatively fund bayside shoreline stabilization projects that include public park properties. ' RECREATIONAL FACILITY DEFICITS.Decrease recreational facility deficits by prioritizing targeted additions to the City's facility inventory in accordance with the target levels of service established by this Plan. - A t Pedestrian Bicycle Connectivity s' GI G2• a 4" w pry, i m k,,* r � l A"0" Communication y� im: `_...... t • • .� — � t ,k ty�t i � � .. is ' see improvements � to this •r -. Park � AdoptThis Park � 1 1• �• Making Corpus Christi a great rr I place to live and play. „t O O C l sCh—t, g -r place to Ile and plm " Follow us Follow us �* \ � a " I "'' eb Page Launch Created to aggregate the committee's information in one place: r • PRAC's purpose 1 • Agendas and minutes T • Meeting time/date/location 7 r ■ • How the public can provide feedback • How to join PRAC 1 • Member roster ■ ■ • Bylaws • City rules that govern PRAC � ' V6 • PRAC Strategic Plan https://www.cctexas.com/detail/parks- • PRAC Playbook recreation-advisory-committee-prac Imo............... l PRACaboo A guide for PRAC members, by PRAC members, to: PRAC MEMBER Help flatten the learning curve of joining PLAYBOOK a city committee -Empower members to understand and participate A guide created by • CorpusParks -Encourage members' advance Recreation Advisory • preparation to work efficiently and effectively Adopt=A=PaUK PRAC subcommittee created to increase effectiveness -: of the Adopt-A-Park program: • Streamline the adopt-a-park process •Greater prominence on city web site • Signage on site at adoptable parks • Gatherings for park adopters • Recognition of park adopters This program supports the parks and rec master plan: . G% OBJECTIVE 4.2. EXPAND ACCESS TO RECREATIONAL OPPORTUNITIES THROUGH PROACTIVE MARKETING, LEVERAGING PARTNERSHIPS AND DIVERSIFYING FUNDING SOURCES. r - >arksarey Recreation dtlutauy Co RESOLUTigl C°a'I^RMe,Martru Ativisory Comrultteg,landl5'arartrsFae arq g� • etlexPGmslvebelHmrzara�roi 5p� FSfrek0ic 4c1bn ComvilF�e ros o n Response Plan w"ERs�osW al�la re� a ����a� �mae �tlw"GR ^e aroa�avaN annra:ue sv me ��°mmrta�,�nru phrean-onnnvls anor et Ana eRY CommlryeaCa�pmiriee rhe Wetcnnoroa "'�<mer a�aae^.wnacena.a 50 sem,reaMa.2 mnaetl on pyM wNOGRG43,iM1 tl faelipro�M�e wr Cammillee eras n°�a BaYslmre Ade 9 eat eXnrN leowaN ¢e Q at m tteea;Aral Y Joint resolution passed in January 2023 by: ,°egg, ;�a d=n°P sl ltlnaaaod; „ ro EREFORE, i °s<9+'boa�e aammam Counuh allig CEO THAT tae nter�me mmm nee a��Y IN.aab rFa[�o1W% IY of Cnryux a �' GrFn aPProve en FioSp�klaNY iammme m C +rg ai:sa c I as�a�'a:a'.wrara°in��,cso eav:no sln�,erre na rnai a YolOorpus CM1rlsll Eosbri onseP were Youra Mapco • Parks & Rec Advisory °"°° k ,annD°aeP� �n;a�=.°aPa�" anr o rEaa"na Ren �„ a' amnMemrMm rowaara ran a Hoch nrteoe me �'" nal oaa:�me"�cogs Pmlaama Pea ai°Ann°m na;n�re ;"b`k°oPa�re en':R ce sa^tl Park n,ryaslmatureet�ore9ross al. arks and • Island Strategic Action Coalition PARKS AND RECREAiIONa � ePudb paaoe AW,,, Pas � MARINA ADv19pRV COMryeInEE • Water Shore Beach AdvisoryM�la ovlsoS"OREAMD Risha,a�Il chair • Marina Advisory °� rt�Y° n `" �NDSRAiEGlC re'nYRa�Prer.coo gar care,rer.cna;. n :fit n m f s r :*:y a a „ Furtherprojects PRAC is tracking • New meeting date (switching from 2nd Wednesday to 1St Wednesday) • Sherrill Veterans Memorial Park updates • Bayside Area Development Plan • Parks and rec preventative maintenance • Public launch for kiteboarding & other water sports • Lifeguard pay • Upcoming park master plans (Commodores, Cole, Labonte) • MPO connectivity plan JOPV • Park ATVs switching to electric vehicles - community request • Smoking prohibition - community request • Harbor Bridge-area parks so GO O� U NCOHP00.Pt' 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of August 15, 2023 DATE: August 10, 2023 TO: Peter Zanoni, City Manager FROM: Alma I. Casas, Interim Director of Finance and Procurement almac@cctexas.com (361) 826-3610 Consideration of Proposed FY 2024 Ad Valorem Tax Rate and Setting Date for Public Hearing and Adoption of the FY 2024 Property Tax Rate CAPTION: Resolution to consider a proposed ad valorem tax rate of no more than $0.599774 per $100 valuation for Fiscal Year (FY) 2024 and taking a record vote, setting the date for the City of Corpus Christi's proposed FY 2024 ad valorem tax rate public hearing and first reading ordinance on August 29, 2023, with adoption of the FY 2024 ad valorem tax rate on September 5, 2023. SUMMARY: The City of Corpus Christi is proposing a tax rate of no more than $0.599774 per $100 valuation for FY 2024. The Texas Tax Code requires that the City Council take a record vote when the proposed property tax rate is anticipated to be above the no new revenue tax rate and to approve a resolution to set the date for the public hearing on the proposed tax rate when the tax rate exceeds the lower of the no-new-revenue tax rate or the voter- approval tax rate. On July 25, 2023, the City Council approved a proposed tax rate for FY 2024 not to exceed $0.620261 , took a record vote, set the public hearing to discuss the FY 2024 Tax Rate and FY 2024 Proposed Budget for August 29, 2023, and set the final adoption of the FY 2024 Tax Rate and FY 2024 Budget for September 5, 2023. However, since that time, the City of Corpus Christi received the final no-new-revenue tax rate and voter- approval tax rate from the Nueces County Tax-Assessor Collector's office. The proposed tax rate approved by the City Council on July 25, 2023 exceeded the voter-approval rate, and so this action is needed to propose a property tax rate that will not exceed the voter- approval rate. BACKGROUND AND FINDINGS: If a proposed property tax rate exceeds the no-new-revenue tax rate or the voter-approval tax rate, whichever is lower, the Tax Code requires that the governing body must take a record vote to place a proposal to adopt the tax rate on the agenda of a future meeting as an action item and hold a public hearing. The City is proposing a tax rate of no more than $0.599774 per $100 valuation which is above the no-new-revenue rate but equals the voter-approval rate. The Nueces County Tax Assessor-Collector's office provided City staff during the first week of August with the "truth-in-taxation" worksheet. This worksheet calculated the no- new-revenue tax rate and voter-approval tax rate. The worksheet was received after the July 25, 2023 City Council meeting when the initial proposed property tax rate was voted upon. This action, therefore, is needed to propose a property tax rate that does not exceed the voter-approval rate. Since the City's proposed FY 2024 tax rate of$0.599774 per$100 valuation exceeds the lower of the no-new-revenue tax rate or the voter-approval tax rate, the Tax Code requires the governing body to hold one public hearing. The public hearing for the FY 2024 proposed tax rate is scheduled for August 29, 2023, the same day as the first reading of the ordinance for adoption of the FY 2024 tax rate. The vote for the final adoption of the tax rate is scheduled to be held on September 5, 2023. Additionally, in compliance with the "truth-in-taxation" guidelines, the proposed property tax rate, the no-new-revenue tax rate, and the voter-approval tax rate must be published at least seven (7) days before the public hearing. The notice for the City's proposed tax rate will be published in the Corpus Christi Caller-Times on Sunday, August 20, 2023 in compliance with the Tax Code. ALTERNATIVES: N/A FISCAL IMPACT: The City proposes setting an ad valorem tax rate of $0.599774 per $100 valuation which is anticipated to be in excess of the no-new-revenue tax rate. Property tax revenue included in the proposed FY 2024 budget is as follows: General Fund $103,446,726 Debt Service Fund $ 57,239,729 TIRZ #2 $ 4,234,396 TIRZ #3 $ 2,059,072 TIRZ #4 $ 576,802 TIRZ #5 $ 314 Total per FY 2024 Budget $167,557,039 FUNDING DETAIL: N/A RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution to consider a proposed ad valorem tax rate of no more than $0.599774 per $100 valuation for Fiscal Year (FY) 2024 and taking a record vote; setting the date for the City's proposed FY 2024 ad valorem tax rate public hearing and first reading ordinance on August 29, 2023, with adoption of the FY 2024 ad valorem tax rate on September 5, 2023. WHEREAS, Texas Tax Code Section 26.04(c) provides that, after the assessor for the taxing unit submits the appraisal roll for the taxing unit to the governing body, an officer or employee designated by the governing body shall calculate the no-new-revenue tax rate and the voter-approval tax rate for the taxing unit; WHEREAS, Texas Tax Code Section 26.05(d) provides that the governing body may not adopt a tax rate that exceeds the lower of the voter-approval tax rate or the no-new-revenue tax rate until the governing body has held a public hearing on the proposed tax rate; WHEREAS, Texas Tax Code Section 26.05(d-1) provides that the governing body may not hold a public hearing on a proposed tax rate or a public meeting to adopt a tax rate until the fifth day after the date the chief appraiser of each appraisal district in which the taxing unit participates delivers the notices required by Section 26.04(e-2) and complied with Section 26.17(f); and WHEREAS, Texas Tax Code Section 26.06(a) provides that a public hearing may not be held before the fifth day after the date the notice of the public hearing is given; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. A proposal to consider an ad valorem tax rate of no more than $0.599774 per $100 valuation for the City's fiscal year (FY) 2023-2024 has been introduced, considered, and voted upon by a record vote. SECTION 2. The public hearing for the FY 2023-2024 proposed ad valorem tax rate will be held on Tuesday, August 29, 2023, during the City Council meeting, which meeting begins at 11 :30 a.m. SECTION 3. The first reading of the ordinance to adopt the FY 2023-2024 ad valorem tax rate is set for Tuesday August 29, 2023, during the City Council meeting, which meeting begins at 11 :30 a.m. SECTION 4. The second and final reading of the ordinance for the adoption of the FY 2023- 2024 ad valorem tax rate is set for Tuesday, September 5, 2023, during the City Council meeting, which meeting begins at 11:30 a.m. SECTION 5. This resolution amends Resolution 033104, passed July 25, 2023, to the extent the content of Resolution 033104 is inconsistent with this provisions of this resolution. PASSED AND APPROVED on the day of ' 2023-. Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor City of Corpus Christi 1201 Leopard Street / Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Thursday,August 3, 2023 9:00 AM Council Chambers FY 2023-2024 Budget Workshop for Parks and Recreation, Libraries, Health Department, Animal Care Services, and Sustainability and Coastal Resiliency Initiatives A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 9:07 a.m. B. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City Secretary Rebecca Huerta Present: 8- Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council Member Dan Suckley,Council Member Everett Roy, and Council Member Jim Klein Absent: 1 - Council Member Sylvia Campos C. BRIEFINGS: 1. 23-1289 FY 2023-2024 Budget Workshop for Parks and Recreation, Libraries, Health Department, Animal Care Services, and Sustainability and Coastal Resiliency Initiatives Mayor Guajardo referred to Item 1. Director of Development Services Al Raymond presented information on the following topics: mission statement; about development services; organization; FY 2023 achievements; performance measures; FY 2024 development services department proposed budget: $16.2M; FY 2024 proposed development services fund budget: $12.1 M ; FY 2024 proposed general fund-code enforcement budget: $3.8M; FY 2024 enhancement 1 (general fund); FY 2024 enhancement 2 (general fund); FY 2024 development services fee update; development services building remodel update; and development services building remodel update (financial synopsis). Council Members, Director Raymond, City Manager Peter Zanoni, Business Manager of Development Services Grayson Meyer, and Director of Management and Budget Eddie City of Corpus Christi Page 1 Printed on 8/11/2023 City Council Meeting Minutes August 3, 2023 Houlihan discussed the following topics: a request for the time frame from plan review to permit issuance; a Council Member's request for more information about how grants impact the budget; the department's goal is to fund the building remodel; there are no special revenue funds in Development Services; a Council Member's concern about the deficit spending of$12 million and revenues of only $8.8 million; a concern that $8 million was budgeted and only bringing in $9.5 million; how is the city measuring efficiencies and deficiencies; a request for a breakdown of code enforcement's dismissed cases versus adjudicated cases; and a Council Member commended Development Services for their efforts at improving processes. Director of Parks and Recreation Robert Dodd presented information on the following topics: mission statement; about parks and recreation; organization; FY 2023 achievements; performance measures; FY 2024 parks and recreation proposed budget: $41 AM; FY 2024 proposed budget general fund: $24.5M; FY 2024 proposed budget special revenue funds: $12M; FY 2024 proposed budget enterprise funds: $2.6M; committee priorities; FY 2024 enhancement 1; FY 2024 enhancement 2; FY 2024 enhancement 3; FY 2024 enhancement 4; FY 2024 enhancement 5; FY 2024 enhancement 6; park development fund; and After Hour Kid Power(AHKP). Council Members, Director Dodd, City Manager Peter Zanoni, Assistant Director of Parks and Recreation Tyler Florence, Marina Manager Jonathan Atwood, and Community Relations & Engagement Superintendent Lisa Oliver discussed the following topics: that there are not enough pools and splash pads in Districts 1 and 4; a request for a quarterly update from the Marina Manager; ensure that Wranosky Park gets a parking lot, lighting and amenities; a request that any water launch sites include boat, kayak and kite board launches; a desire to add pickleball courts on the island; park development funds at Bill Witt Park will be spent on securing the perimeter, addressing parking lots, and circular movement around park trails; the City is exploring the idea of having lifeguards trained as Emergency Medical Technicians; a Council Member's desire to see an increase in pay for park technicians; a grant has been applied for with regard to adding more bike trails; a request for a breakdown of the cost for improvements at each park; Homeowners Association interest in planting and maintaining trees on Yorktown Boulevard medians; the Central Kitchen is located at Del Mar West Campus which supplies food to the Senior Citizen Centers and includes home delivery; Parks and Recreation is assuming maintenance and operations of ball fields this year; they will be leased to sports organizations for a fee; and a Council Member commended staff for implementing more sporting facilities. Library Director Laura Z. Garcia presented information on the following topics: mission statement; about libraries; services; more than books...supporting our community; organization; FY 2023 achievements; performance measures; FY 2024 library department proposed budget: $7.1 M; FY 2024 proposed budget general fund: $7.1 M; Friends of Corpus Christi Public Libraries; Library Advisory Board; FY 2024 enhancement 1; and FY 2024 enhancement 2. City of Corpus Christi Page 2 Printed on 8/11/2023 City Council Meeting Minutes August 3, 2023 Council Members and Director Garcia discussed the following topics: a request for a breakdown of the number of visitors at each library; a Council Member's desire for more public outreach to teens for library use; landscaping improvements have begun at La Retama Library; a Council Member's concern that public libraries do not have an age rating system to checkout books; the library computers need to be replaced about every three years; the two new Librarian positions will focus on public outreach, ask a librarian services, and research; the City's library operating budget is behind other cities in the state; and library hours are staggered due to the service areas and state requirements. D. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 12:21 p.m. City of Corpus Christi Page 3 Printed on 8/11/2023 City of Corpus Christi 1201 Leopard Street / Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday,August 8,2023 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:32 a.m. B. Invocation to be given by Pastor Kevin Jennings, Mount Olive Lutheran Church. Pastor Kevin Jennings, Mount Olive Lutheran Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Luke Johnson, Senior at Veterans Memorial High School. Luke Johnson, Senior at Veterans Memorial High School, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City Secretary Rebecca Huerta Present: 8- Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil Hernandez,Council Member Mike Pusley,Council Member Dan Suckley,Council Member Everett Roy,Council Member Jim Klein, and Council Member Sylvia Campos Absent: 1 - Council Member Michael Hunter E. TEXAS WINDSTORM INSURANCE ASSOCIATION RATE INCREASE 1. 23-1296 Resolution opposing Texas Windstorm Insurance Association rate increase. This Resolution was withdrawn. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: 2. 23-1208 Light Up Corpus Christi Update by Tammy Huffman, Utilities Analyst- Finance and Procurement Department City of Corpus Christi Page 1 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 Utilities Analyst with Finance and Procurement Tammy Huffman presented information on the following topics: project summary; project map and timeline; before and after; project in progress; current status; future status; and achieved milestones. Council Members, City Manager Peter Zanoni, and Ms. Huffman discussed the following topics: this new lighting has an annual cost savings of$600,000; a concern with light pollution at businesses; these LED lights last approximately 20 years; there is one million dollars in the budget to do a citywide light assessment; AEP has assisted in expediting this program; and additional lighting is needed across the City. 3. 23-1294 FY 2024 Proposed Budget Community Input Sessions City Manager Peter Zanoni provided an update on the Budget Community Input Sessions to be held as follows: District 1 - Monday, August 7 at 6:00 p.m. at the Owen Hopkins Public Library; District 2 - Wednesday, August 9 at 6:00 p.m. at Del Mar College Center for Economic Development; District 3 - Thursday, August 10 at 6:00 p.m. at Water Utilities; District 4 - Monday, August 14 at 6:00 p.m. at Ethel Eyerly Senior Center; and District 5 - Wednesday, August 16 at 6:00 p.m. at Del Mar College-Oso Creek Campus. G. PUBLIC COMMENT Mayor Guajardo opened public comment. John Hendricks, 622 Texas Ave., requested that the City designate a staff member to oversee the City's monuments and cemeteries. Amanda Guerra, 2610 Windhollow Dr., spoke about the Municipal Court Director's discussion with Judge Bull regarding City Marshals. Victor Medina, 1802 Brazos Dr., spoke about an issue with the City's Utility Billing Office. Carla Pares-DeLuna, 510 Wagonwheel Dr., spoke about increasing the hours at the Northwest Senior Center. Samuel Fryer, 2222 Cardinales Lane, spoke about citywide environmental sustainability initiatives. Deelynn Torres, 617 Lansdown Dr., spoke about the success at the McGee Beach Soccer Fest hosted by Express Soccer Club. Rachel Caballero, 522 Hancock Ave., expressed her desire for no tax rate or water rate increase. John Weber, 609 Naples St., spoke about ethics reports being improperly filled out. Jerry Plemons, 7313 Pepper Ridge, requested Council support to be appointed to the City of Corpus Christi Page 2 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 Parks and Recreation Advisory Committee. Eli McKay, 1008 Marguerite St., expressed concern that the budget has decreased for homeless services. Silvia Jimenez de la Garza, 3009 Charles Dr., spoke about the need for more infrastructure in her neighborhood. Armon Alex, 1610 La Joya St., spoke about the Gulf of Mexico Youth Climate Summit and in support of sustainability initiatives. Adam Rios, 7301 Tangled Ridge, advocated for skateboarding and in support of the Texas Gulf Surfing Association. Peggy Duran, 4022 Congressional Dr., spoke in support of a sustainability department. Shirin Delsooz, 6030 Tapestry Dr., spoke about adding protected bike paths to the budget. Blanca Parkinson, 10801 Silverton Dr., spoke in opposition to a drought contingency plan. Catherine Barnes, 78411, stated a concern about how Certificates of Obligation are used and in opposition to a sustainability department. The following citizen submitted a written public comment which is attached to the minutes: John Weber, 609 Naples Street. H. BOARD & COMMITTEE APPOINTMENTS: 4. 23-1263 Arts & Cultural Commission (3 vacancies) Capital Improvements Advisory Committee (6 vacancies) Coastal Bend Council of Governments (1 vacancy) Landmark Commission (1 vacancy) Parks and Recreation Advisory Committee (7 vacancies) Sister City Committee (3 vacancies) Mayor Guajardo referred to Item 4. Arts & Cultural Commission: Reappointed: Simone Sanders Appointed: Ernest De La Garza and Melina M. Gosa Capital Improvements Advisory Committee: Reappointed: Patricia A. Aitken, Jonathan Gonzalez, Alex H. Harris, Ramiro Munoz III, City of Corpus Christi Page 3 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 Melody Nixon-Bice, and Velda G. Tamez Coastal Bend Council of Governments: Appointed: Ryan Skrobarczyk (Regular Member) Landmark Commission: Appointed: Cheryl M. McLaughlin (Historian) Parks and Recreation Advisory Committee: Reappointed: Thomas Cronnon, Adam Rios, and Howard L. Schauer Appointed: Jerry Plemons, Shawn C. Flanagan, and James M. Lehnert Sister City Committee: Reappointed: Arthur C. Wallace Appointed: Heather Moretzsohn and Charles Harris I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 5 - 16) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Item 16 was pulled for individual consideration. Council Member Suckley moved to approve the consent agenda with the exception of Item 16, seconded by Council Member Klein. The motion carried by the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 5. 23-1264 Approval of the July 19, 2023 Workshop and July 25, 2023 Regular Meeting Minutes. The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 6. 23-1191 Ordinance amending the description of Project#23052 Sherrill Park Military Monument, as shown in the FY 2023 Capital Improvement Budget, by clarifying that the design of a helicopter pad is included. City of Corpus Christi Page 4 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 This Ordinance was passed on second reading on the consent agenda. Enactment No: 033115 7. 23-1203 Ordinance adopting the City of Corpus Christi (City) Fiscal Year 2024-2028 and U.S. Department of Housing and Urban Development (HUD) Program Year 2023-2027 Five Year Consolidated Plan (ConPlan); adopting the City Fiscal Year 2024 and HUD Program Year 2023 Annual Action Plan (AAP) for the Community Development Block Grant (CDBG) budget in the amount of $3,507,977, the Emergency Solutions Grant (ESG) budget in the amount of $235,549, and the HOME Investment Partnerships Program (HOME) budget in the amount of$1,661,130 for a total of$5,404,656 annual HUD funding; amending the Citizen Participation Plan (CPP); authorizing the execution of all necessary documents to submit the ConPlan, AAP and CPP; authorizing a staff complement of 13 positions; accepting and appropriating funding for the approved AAP projects and authorizing the execution of funding agreements, amendments and other documents necessary to implement the FY 2024-2028 PY 2023-2027 ConPlan and FY 2024 PY 2023 AAP. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033116 8. 23-1126 Ordinance authorizing the acceptance of a grant from the Bureau of Justice Assistance under the FY 2022 Patrick Leahy Bulletproof Vest Partnership Grant in the amount of$3,257.57 for partial reimbursement of the purchase of 20 additional pieces of body armor; and appropriating $3,257.57 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033117 9. 23-0926 Ordinance authorizing acceptance and future amendments of the Texas Epidemiology Capacity Expansion Grant for$204,856.00 from the Texas Department of State Health Services (DSHS); and appropriating $204,856.00 of grant funds to conduct surveillance and epidemiology activities for the period of September 1, 2023, through August 31, 2025; and authorizing one grant position. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033118 10. 23-1040 Ordinance authorizing acceptance and future amendments of the Regional Local Services System/Local Public Health System Grant for$328,736.00 from the Department of State Health Services (DSHS); and appropriating $328,736.00 of grant funds, $330,000.00 of grant program income and $70,000 of Medicaid income in the Health Grant Fund to provide local public health services to improve or strengthen local public health for the period of September 1, 2023 City of Corpus Christi Page 5 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 through August 31, 2025; and authorizing four grant positions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033119 11. 23-1077 Ordinance authorizing acceptance and future amendments of Immunization/Locals (IMM/LOCALS) Grant for$241,637.00 from the Department of State Health Services (DSHS); and appropriating $241,637.00 in the Health Grant Fund to implement and operate an immunization program for children, adolescents, and adults for the period September 1, 2023, through August 31, 2024; and appropriating related program income in the estimated amount of$20,000.00 in the Health Grants Fund; and authorizing four grant positions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033120 12. 23-1129 Ordinance authorizing a Wastewater Trunk System Construction Reimbursement Agreement ("Agreement") up to $1,382,148.68 with Grangefield Development, LLC ("Developer") to construct a required wastewater trunk line extension for the proposed residential development of Oso Ranch Unit 1 located in Flour Bluff and requiring construction completion within 24 months; transferring $434,396.35 collectively from the Water Trust Funds and Wastewater Collection Line Trust Fund to the Wastewater Trunk System Trust Fund; appropriating $808,539.84 from the Wastewater Trunk System Trust Fund; transferring of future revenue of$573,608.84 collectively from Water and Wastewater lot and acreage fees and pro rate fees to the Wastewater Trunk System Trust Fund; authorizing appropriation of$573,608.84 from the Wastewater Trunk System Trust Fund to reimburse the Developer per the agreement. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033121 13. 23-1130 Zoning Case No. 0623-03 Victor Valdez, (District 3). Ordinance rezoning a property at or near 5922 Kostoryz Road from the "RM-2" Multi-Family District to the "CN-1" Neighborhood Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommended approval of the change of zoning from the "RM-2" Multi-Family District to the "CN-1" Neighborhood Commercial District). This Ordinance was passed on second reading on the consent agenda. Enactment No: 033122 Consent-Contracts and Procurement 14. 23-1306 Resolution authorizing a one-year supply agreement with two additional one-year City of Corpus Christi Page 6 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 option periods with Brenntag Southwest Inc. of Lancaster, Texas for 50% liquid caustic soda, for Corpus Christi Water in an amount not to exceed $5,000,000.00 and a potential amount up to $15,000,000.00, if all options are exercised, with FY 2023 funding of$699,021 from the Water Fund. This Resolution was passed on the consent agenda. Enactment No: 033123 15. 23-0983 Motion authorizing execution of a seven-month service agreement with AZTECA Designs & Construction, of Somerset, Texas, in an amount not to exceed $162,078.50 for the Corpus Christi Water restrooms remodel project, with FY 2023 funding from the Water and Wastewater Funds. This Motion was passed on the consent agenda. Enactment No: M2023-114 Consent-First Reading Ordinances 16. 23-1180 Ordinance authorizing acceptance and future amendments of Women, Infant and Children's Nutrition Program (WIC) grant for$1,172,131.00 from the Texas Department of State Health Services (DSHS); appropriating $1,172,131.00 to provide funding for the WIC program for the period of October 1, 2023, through September 30, 2024; and authorizing thirteen grant positions. Mayor Guajardo referred to Item 16. A Council Member and Director of Public Health Dr. Fauzia Khan discussed the following topic: the Women, Infant and Children's Program (WIC) grant is relayed to the public by word of mouth, social media, flyers, and community outreach. Council Member Klein moved to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 K. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 2:40 p.m. Executive Session Item 22 was held during the lunch recess. Mayor Guajardo reconvened the meeting at 4:56 p.m. L. PUBLIC HEARINGS: (ITEM 17) City of Corpus Christi Page 7 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 17. 23-1190 Zoning Case No. 0623-04, Southern Builders Co LLC (District 2). Ordinance rezoning a property at or near 639 Del Mar Boulevard from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District; Providing for a penalty not to exceed $2,000 and publication.(Planning Commission and Staff recommended approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District) Mayor Guajardo referred to Item 17. Assistant Director of Development Services Nina Nixon-Mendez presented information on the following topic: zoning and land use. Council Members and Assistant Director Nixon-Mendez discussed the following topics: about three or four units can be developed due to the lot size; and a Council Member's concern about the lack of parking spaces. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Campos moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 18 -21) 18. 23-1175 Motion authorizing the purchase of 87 Cradlepoints cellular routers from Turn-Key Mobile, Inc., of Jefferson City, Missouri, through the Texas Department of Information Resources for$200,513.25, with funding from the Wastewater Capital Fund. Mayor Guajardo referred to Item 18. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. City of Corpus Christi Page 8 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 Council Member Barrera moved to approve the motion, seconded by Council Member Hernandez. This Motion was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: M2023-115 19. 23-1033 Resolution authorizing a two-year service agreement with D. Reynolds Company, LLC, dba The Reynolds Company, of Fort Worth, in the amount of $2,394,750.06 for the replacement of the Supervisory Control and Data Acquisition (SCADA) systems at 77 wastewater lift stations, with funding from the Wastewater Capital Fund. Mayor Guajardo referred to Item 19. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Pusley moved to approve the resolution, seconded by Council Member Suckley. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: 033124 20. 23-1291 Resolution designating and establishing the Convention Center Complex as a project authorized by Chapters 504 and 505 of the Texas Local Government Code; identifying a method for financing the project; and resolving other matters in connection therewith. Mayor Guajardo referred to Item 20. Assistant City Manager Heather Hurlbert presented information on the following topics: convention center project scope; estimated project investment; potential revenues; Type A repurposing; convention center complex defined by resolution; next steps; and recommendation. City of Corpus Christi Page 9 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 Council Members, City Manager Peter Zanoni, Assistant City Manager Hurlbert, and Bond Counsel Clay Binford with McCall, Parkhurst and Horton LLP discussed the following topics: a Council Member's desire to allocate some of the funds to the airport; this is a new tax that replaces and maintains the existing expiring tax; if this sales tax reallocation is not approved by voters in November 2023, it can be reconsidered in 2024; a Council Member's request for a clarification of the language in the proposed proposition; Visit Corpus Christi will work with the City on educating voters about the proposition; a request for a list of information paid out of the seawall fund; the resolution defines what is in the convention center complex; a request for a map of a 100 foot demarcation of the seawall; a suggestion that the ordinance include what would be spent on parks, roads, seawall and convention center; how a regional park is defined; this sales tax can be used for arterial or collector streets, but not residential streets; a desire to expand McGee Beach; whether remaining funds can be set aside for seawall repairs; and Type A funding has been used for streets in the past for economic development. Mayor Guajardo opened public comment. There were no comments form the public. Mayor Guajardo closed public comment. Council Member Roy moved to table this item, seconded by Council Member Campos. This Item was tabled to August 15 with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 21. 23-1265 One-reading ordinance calling a Special Election to be held in the City of Corpus Christi, Texas to repurpose two local sales and use taxes for financing the City's Convention Center Complex, Regional Parks, and Commercial / Industrial Streets; making provision for the conduct of the election; and resolving other matters related to such election. See Item 20. Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 N. BRIEFINGS: (NONE) City of Corpus Christi Page 10 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 O. EXECUTIVE SESSION: (ITEM 22) Mayor Guajardo referred to Executive Session Item 22. The Council went into Executive Session at 2:40 p.m. The Council returned from Executive Session at 4:56 p.m. 22. 23-1295 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to personnel matters and the City Manager and Texas Government Code § 551.074 (personnel matters) to deliberate the appointment, employment, evaluation, reassignment, duties, or discipline of a public officer or employee (including, but not limited to, the City Manager). This E-Session Item was discussed in executive session. P. RECESS TO BUDGET WORKSHOP (ITEM 23) Mayor Guajardo recessed the City Council meeting for the Budget Workshop at 4:57 p.m. 23. 23-1324 FY 2023-2024 Budget Workshop: Including but not limited to Health Department, Animal Care Services, and Sustainability and Coastal Resiliency Initiatives Mayor Guajardo referred to the Budget Workshop. The Public Health District's presentation from August 3 was postponed until August 8. Director of Public Health Dr. Fauzia Khan presented information on the following topics: mission statement; city operated health district; about public health district; organization; FY 2023 achievements; performance measures; FY 24 health district proposed expenditure budget: $41.8M; FY 24 proposed budget general fund 1020: $5.6M; FY 24 proposed budget fund 1046: $0.7M; FY24 proposed budget fund 1049: $2.1 M; FY 2024 enhancement P&R; FY 2024 enhancement 1; FY 2024 enhancement 2; FY 2024 enhancement 3; FY 2024 enhancement 4; FY 2024 enhancement 5; FY 2024 enhancement 6; FY 2024 enhancement 7; and FY 2024 capital improvement. Council Members, City Manager Peter Zanoni, Dr. Khan, and Assistant Director of Public Health Dante Gonzalez discussed the following topics: the City has requested a five percent increase from the county for extra services; and in response to a Council Member's concern regarding mental health offerings, the health department is exploring grants to support mental health services. Chief Financial Officer Constance Sanchez presented information on Animal Care Services as follows: mission statement; about animal care services; organization; FY 2023 achievements; performance measures; services; FY 2024 animal care services department proposed budget: $5.1 M; FY 2024 proposed budget general fund: $5.1 M; ACS Advisory Board Priorities; FY 2024 enhancement 1; FY 2024 enhancement 2; FY 2024 capital enhancement; and future capital enhancement. City of Corpus Christi Page 11 Printed on 8/11/2023 City Council Meeting Minutes August 8, 2023 Council Members, Chief Financial Officer Sanchez, and Program Manager Joel Skidmore discussed the following topics: Animal Care Services collaborates with multiple vetted local and national organizations for animal care and transfer; a Council Member's concern that no cost is associated with performance measures; the justification for a new kennel is based on the number of calls received, along with being 20 percent over capacity, and to provide proper housing and care for animals; and the average length of stay per animal is 27 days; volunteers are always welcome and the application packet is available online; and Animal Care Services will soon conduct an operational review to improve overall department efficiency. Q. RECONVENE CITY COUNCIL MEETING Mayor Guajardo reconvened the City Council meeting at 5:55 p.m. R. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 5:55 p.m. City of Corpus Christi Page 12 Printed on 8/11/2023 f Norma Duran From: Jotform <noreply@jotform.com> Sent: Tuesday, August 8, 2023 10:54 AM To: CitySecretary; Norma Duran Subject: [EXTERNAL]Public Input: 08-08-2023 -John Weber [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] z =Public Comment & Input Form Date of Meeting 08-08-2023 Name John Weber Address Street Address: 609 Naples St City: Corpus Christi State/ Province:Texas Postal/Zip Code: 78404 Topic Ethics Agenda Item Number none Describe Feedback: See attached document. Uploads: 8.8.23 written.docx Provide an email to receive a copy of your js_weber@hotmail.com submission. i Dear Mayor, Councilmembers, and Staff, Once again, I would like to point out that my public comments are not meant to pick on anyone.As I have stated publicly, I have nothing against anyone on the Council. I don't have anything against anyone on the Staff or any residents either. I picked Councilmember Pusley's report solely because it was the only one that displayed the amount of information I wanted to go over but not too much information that I would not be able to cover it in the limited amount of time I am allotted. Only three people listed owning any publicly traded stock. One was too simple and didn't even list any sources of income.The other was very detailed and too long to fit my time.The Councilmember's report covered enough information but not too much. I will continue using information that best fits examples I am trying to make. Please don't take it personally. I am just presenting facts. When I was reading text messages I have received from different sources, I did not read the most embarrassing ones or the most damming ones. I am still hopeful that at some point the Council will start policing itself and/or wrong doers will take the more honorable path and start resigning,following Sean Strawbridge's example. For over the last year and a half I have been commenting mostly on issues of relating to ethics, transparency,and fairness. I bring to light facts that it seems the Council, Staff, or Residents are unaware of. Some have said, "sunshine is the best disinfected." I have contacted all Council and most of the Staff management and provided my contact information. I was able to start a dialogue with the legal department and now they are totally unresponsive. I have stated publicly I do not intend to sue the City. With proper dialogue, much of my public comment could have been avoided. The Council has the responsibility and the authority to make sure decorum is kept in all meeting as well as enforcing the Code of Ethics. If the Code of Ethics isn't enforced,the Residents lose trust.We are at that point now. If it feels like something sneaky is being done, it is most likely a violation of the Code of Ethics or Texas state law.The Trust in the Council is at an all-time low. If it appears that the Code of Ethics or Texas state law has been broken, at a minimum the Council should refer it to the Ethics Commission for their review,just to cover your own backsides.' An example would be Councilman Pusley voting on the Port appointments.Y'all know about his seeming conflict of interest in Port issues. Now,go back and rewatch the Council meeting when the Port appointments were voted on. Who dominated and had their way into not even looking at qualified and good applicants for the positions?According to the Code of Ethics,this Councilman should have "Immediately refrained from further participation in the matter, including discussions with any person likely to consider the matter." He and Mr. Engel had this all set up beforehand. I have his text messages from December and January leading up to that vote that show his actions to get support for the Commissioner.The same Commissioner,that would work with him on the secret MOU. I haven't made those public yet. I guess as long as there is no dialogue, no transparency and no enforcement of the Code of Ethics or other Texas State laws that appear to have been broken, I will continue to provide facts to the Council, Staff, and Residents. I would much rather stay at home and read a book.Trust me, I don't like giving public comment. Regards,John Weber so �o o� A H AGENDA MEMORANDUM µoRPORPg4 First Reading for the City Council Meeting August 8, 2023 1852 Second Reading for the City Council Meeting August 15, 2023 DATE: August 8, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o)-cctexas.com 361-826-7202 Acceptance of the Women, Infant and Children's Nutrition Program (WIC) grant for the Corpus Christi — Nueces County Public Health District in the amount of$1,172,131.00 to provide funding for the WIC program for the period of October 1, 2023, through September 30, 2024 CAPTION: Ordinance authorizing acceptance and future amendments of Women, Infant and Children's Nutrition Program (WIC) grant for $1,172,131.00 from the Texas Department of State Health Services (DSHS); appropriating $1,172,131.00 to provide funding for the WIC program for the period of October 1, 2023, through September 30, 2024; and authorizing thirteen grant positions. SUMMARY: The Texas Health and Human Services Commission has awarded the Corpus Christi — Nueces County Public Health District WIC program $1,172,131 to provide WIC services to residents of Nueces County. This award is part of a five-year grant contract with the Texas Health and Human Services Commission, which began in FY 2020 and will end in FY 2025. BACKGROUND AND FINDINGS: The primary purpose of the grant is to serve as a nutrition program for pregnant women, breastfeeding women, and families with children younger than five. Texas WIC helps improve the diets of infants and children as well as pregnant, postpartum, and breastfeeding women by providing monthly healthy food packages, nutrition counseling, education, and breastfeeding support. History of the grant: • The CCNCPHD has been awarded this grant for more than 20 years Funding Source: • Texas Health and Human Services Commission • Budget: 1,172,131 Counties impacted by grant: • Nueces County o WIC benefits maybe issued to any Texas resident who is a current WIC participant. Grant Achievements in 2022: • Achieved 10% growth in client participation year over year • Received the Star Customer Service Award from the Texas Health and Human Services Commission, an award which is only granted to the top 15% of WIC programs in Texas. ALTERNATIVES: Refuse the grant and discontinue offering WIC services. FISCAL IMPACT: There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. The award includes an indirect cost allocation of 22.39% of direct salaries and wages to the City of Corpus Christi. FUNDING DETAIL: Fund: 1066 Health Grants paid by Texas Health and Human Services Commission Organization/Activity: 831324F Department Number: 15 Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000802100001 Ordinance Certification of Funds Ordinance authorizing acceptance and future amendments of Women, Infant and Children's Nutrition Program (WIC) grant for $1,172,131.00 from the Texas Department of State Health Services (DSHS); appropriating $1,172,131.00 to provide funding for the WIC program for the period of October 1, 2023, through September 30, 2024. Whereas, the Texas Health and Human Services Commission has awarded $1 ,172,131.00 for contract HHS #HHS000802100001 for personnel costs, supplies, and other expenses for the WIC Program. Be it Ordained by the City Council of the City of Corpus Christi, Texas, that: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept the Women, Infant and Children's Nutrition Program (WIC) grant with the Department of State Health Services ("DSHS") for a grant in the amount of $1 ,172,131.00 for the period October 1 , 2023, through September 30, 2024, to provide funding activities in support of the WIC program. SECTION 2. Funds in the amount of $1,172,131 .00 are appropriated from the grant to the Health Grants Fund No. 1066 for personnel costs, supplies, and other expenses for the WIC Program. SECTION 3. The City Manager or designee is authorized to execute any future amendments to the Contract which extend the contract period or increase or decrease the amount of the grant. SECTION 4. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor or 2 TEXAS � Texas Health and Human Services Commission ``V Health and Human Services Cecile Erwin Young June 30, 2023 Executive Commissioner Kathrine Galvan, WIC Director Corpus Christi - Nueces County Public Health District (City), LA#38 RE: Notice of Award Health and Human Services Commission (HHSC) Women, Infants and Children (WIC) Local Agency Contract #HHS000802100001. This is a notification of your organization's FY 2024 (October 1, 2023 to September 30, 2024) WIC Local Agency funding. Your organization will be receiving the funding listed below: Type of Allocation Project Admin Nutrition Breast- Project Project Contact Total $ Education feeding Estimated General Elsa Rodriguez $979963 X X X Admin Funding* e1sa.rodriguez2(cbhhs.texas.gov ' Peer Counselor Asia Sartor $84,468 X a si a.sa rto r(cbh hs.texas.g ov Registered Dietitian Stephanie Holland $42,000 X X X steghanie.hollandi(abhhs.texas.gov Lactation Services Tammye Farmer-Holloman (interim) $7200 X tammve.farmerholloman(&hhs.texas.gov Lactation Support Betzabel Botello Center betzabel.botelIo(cbhhs.texas.gov $0 X Innovation Center Juliette Coronado $0 X X Juliette.Coronado@hhs.texas.gov Dietetic Internship Melissa Mouton $0 X melissa.mouton(cbhhs.texas.gov SNAP-Ed Allison McAdow (NGO) $17,500 X Nutrition on the Go aIIison.mcadow(abhhs.texas.gov SNAP-Ed Anna Garcia (HCP) $0 X Health Care Providers anna.garcia(&hhs.texas.gov SNAP-Ed Asia Sartor (Peer Text) Peer Text asia.sartor(&hhs.texas.gov $0 X SNAP-Ed Obesity Allison McAdow Prevention-NE aIIison.mcadow(abhhs.texas.gov $23,500 X P.O. Box 13247 • Austin,Texas 78711-3247 512-424-6500 hhs.texas.gov June 30, 2023 Page 2 Type of Allocation Project Admin Nutrition Breast- Project Project Contact Total $ Education feeding SNAP-Ed Anna Garcia Breastfeeding anna.garcia(&hhs.texas.gov $0 X Extra Funding Marissa Gregurek $0 X Summer Food Program marissa.greg urek(abhhs.texas.gov Extra Funding Tammye Farmer-Holloman $2,500 X TXIN Internet tammye.farmerhollomanCa)hhs.texas.gov Extra Funding Amber Oltmann Improving Participant amber.oltmann(abhhs.texas.gov $0 X Experience Extra Funding Tammye Farmer-Holloman $15,000 X Other tammye.farmerholloman@hhs.texas.gov Other Projects Tammye Farmer-Holloman $0 X tammye.farmerhollomanCa)hhs.texas.gov Total $1,172,131 *Actual General Administrative funding amount is accrued monthly based on Funding Formula Rate (FFR): 15.06 per participant plus any earned incentives. This notice does not relieve the agency from seekincl additional approvals as required by WIC Policy. For HHSC to track Local Agency expenditures, please submit a separate WIC invoice for reimbursement of actual allowable costs associated with each project. If the allocation amounts on special projects are exceeded, any subsequent amount billed will be charged to your administrative WIC Funding. For questions regarding purchase requests, please contact Belinda Saunders at belinda.saunders(a)hhs.texas.gov or WICLAPequests(a)hhs.texas.gov. For questions or additional information regarding funding, please contact the assigned Project Contact listed in the table above or email the WIC Clinic Services Financial Liaison, Tammye Farmer-Holloman, at tammye.farmerholloman(a)hhs.texas.gov. Sincerely, C4� Edgar Curtis, Texas WIC Director Health and Human Services Commission cc: Fauzia Khan, Public Health Director P.O. Box 13247 • Austin,Texas 78711-3247 • 512-424-6500 • hhs.texas.gov Two Reading Ordinance Ordinance authorizing acceptance and future amendments of Women, Infant and Children's Nutrition Program (WIC) grant for $1 ,172,131 .00 from the Texas Department of State Health Services (DSHS); appropriating $1 ,172,131 .00 to provide funding for the WIC program for the period of October 1 , 2023, through September 30, 2024. August 8, 2023 Background and Staff Recommendation • Women, Infant and Children's Nutrition Program (WIC) o The primary purpose of the grant is to: o The primary purpose of the grant is to serve as a nutrition program for pregnant women, breastfeeding women, and families with children younger than 5. o Texas WIC helps improve the diets of infants and children as well as pregnant, postpartum, and breastfeeding women by providing monthly healthy food packages, nutrition counseling, education and breastfeeding support. o Grant period is October 1 , 2023 through September 30, 2024 • Total Operating budget is $1 ,172,131 .00 o There is no fiscal impact. o The grant requires no match. All positions are 100% grant funded. • Staff Recommendation: Approval of the two reading ordinance. se o H v AGENDA MEMORANDUM NOgpOPPt EPublic Hearing and First Reading for the City Council Meeting of August 8, 2023 1852 Second Reading for the City Council Meeting of August 15, 2023 DATE: August 8, 2023 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 639 Del Mar Boulevard CAPTION: Zoning Case No. 0623-04, Southern Builders Co LLC (District 2). Ordinance rezoning a property at or near 639 Del Mar Boulevard from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District; Providing for a penalty not to exceed $2,000 and publication.(Planning Commission and Staff recommended approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District.) SUMMARY: The purpose of this item is to rezone the property to allow for an infill townhouse development. BACKGROUND AND FINDINGS: The subject property is 0.23 acres in size. To the north, properties are zoned "RS-6" Single-Family 6 District and "RS-TF" Two-Family District with government, Medium- and High-Density residential uses. To the south, are properties zoned "RS-6" Single-Family 6 District and "CN-1" Neighborhood Commercial District with vacant properties, Low- and Medium-Density, and commercial uses. To the east, are properties with "RS-6" Single-Family 6 District with Low- and Medium-Density residential uses. Properties to the west are zoned "RS-TF" Two-Family District and "CN-1" Neighborhood Commercial Districts with Public/Semi-Public, Low- and Medium-Density, and commercial uses. The "RS-TH" Townhouse District also permits office uses, cottage housing developments, group living, day care centers and homes, overnight accommodation such as bed and breakfast homes, educational facilities, places of worship, and community services uses. The proposed rezoning is consistent with the Future Land Use Map and is consistent with many broader elements of the City of Corpus Christi Comprehensive Plan. It will provide much-needed diversity in housing types and increases density in a desirable location with proximity to multiple mode choices. Public Input Process Number of Notices Mailed: 28 within 200-foot notification area, 6 outside notification area. As of August 4, 2023.- In 023.In Favor In Opposition 0 inside notification area 1 inside notification area 0 outside notification area 0 outside notification area A total of 0.37% of the 200-foot notification area is in opposition. RECOMMENDATION: Planning Commission and Staff recommended approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District on June 28, 2023. Vote Results For: 8 Against: 0 Absent: 1 ALTERNATIVES: Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District. FISCAL IMPACT: There is no fiscal impact associated with this item. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0623-04, Southern Builders Co LLC (District 2). Ordinance rezoning a property at or near 639 Del Mar Boulevard from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District; Providing for a penalty not to exceed $2,000 and publication.(Plan ning Commission and Staff recommended approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District.) WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lot 12, Block 38, Del Mar as shown in Exhibit "K.- from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District. The subject property is located at or near 639 Del Mar Boulevard. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 4 EXHIBIT A o� RS- F SUBJECT PROPE RTY a RS-6 ti C�� CN- 1 �PQ� C - 1 r� Yti CG-2 CASE: 0623-04 �.rwtls N �hfli 11 yd E SUBJECT PROPERTY WITH ZONING Subject Property A-1 Apartment House Distdet I-1 DmitedlndusM al District A-1A Apartment House Oi4dt -2 DgMlntlusfiA Dietdct - . A-2 Apar orkH D.,, 1-3 H eavy Industrial D'st't •. AB Profess Wool Dff Dstrict PUD Planned Unit De p ent AT AparcmentT stDistrict R-lA one Family DwellingDistrict SUBJ�\'`;_ at Negndnm I .Disk- R-1e oneEamlyD—Ili gDsmet PROPERTY &1A NegrinoodB District R-lc o Family iDweu gDitrict , B2 Bayfront Bus Ds[.D R-2 M Itpl D If gDst t B2 Barr er lsl andB DA,d RA 0 F ly Dwc Ili in gDsMct B3 Busness Di mr,t RE Rot dol-nal Ektato DioFnt --,1- E4 General Business District R-TH Townhouse Dwell gDitrict 6 5 Primary Busness District SP Special Permit •+ &b Pemary B usness Co ro Disma TTA Travel Taller Park District BD Comuschrist Eeaoh Design Dist. T-l Manufaomred Hnme ParkDismot 0ty of Esri,HEf'j,E,E P-R Par,RualDiDdt T-rc ManuhhedHnmesubdivision Coypus riLOU 16N MAP HC Hlstorica�cultural Landmark Dish. ��B'n �� - Pre,e�ean Christi - M Page 3 of 4 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of 12023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 4 of 4 ZONING REPORT Case # 0623-04 Applicant & Subject Property City Council District: 2 Owner: Southern Builders CO, LLC Applicant: Southern Builders CO, LLC Address: 639 Del Mar Boulevard, located along the south side of Del Mar Boulevard, along the east of 15th Street and Staples Street, and north of Naples Street. Legal Description: Lot 12, Block 38, Del Mar. Acreage of Subject Property: 0.23 acres (10,032 sq/feet). Pre-Submission Meeting: April 4, 2023. Zoning Request From: "RS-6" Single-Family 6 District To: "RS-TH" Townhouse District Purpose of Request: To allow for a townhome development. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Vacant Medium-Density Residential (Unoccupied) Public Semi-Public, Low- Government Medium- "RS-6" Single-Family 6, Density Residential North "RS-TF" Two-Family Medium-Density Density Residential, High- Residential Density Residential "RS-6" Single-Family 6, Vacant, Low-Density Medium-Density South "CN-1" Neighborhood Residential, Medium- Residential, High-Density Commercial Density Residential, Residential, Commercial Commercial Low-Density Residential, Medium-Density East "RS-6" Single-Family 6 Medium-Density Residential, High-Density Residential Residential "RS-TF" Two-Family, Public Semi-Public, Low- Government, Medium- West "CN-1" Neighborhood Density Residential, Density Residential, High- Commercial Medium-Density Density Residential, Residential, Commercial Commercial Plat Status: The subject property is platted. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not located in the MCAOD. Code Violations: There are no open cases relating to the subject property. The subject property has a history of previous violations that have since been resolved and occurred prior to current ownership. Zoning Report Page 2 Transportation and Circulation Designation-Urban Section Proposed Section Existing Street Del Mar Local Street 2 Lanes, 2 Lanes, Boulevard (Marginal Access) 50 Feet 95 Feet 15th Street Local Street 2 Lanes, 2 Lanes, 50 Feet 50 Feet S. Staples Al 4 Lanes 4 Lanes, Street Minor Arterial 95 Feet Center Turn Lane Undivided 95 Feet Transit: The Corpus Christi RTA provides service within 100 feet of the subject property via Route 29 Staples. Bicycle Mobility Plan: The subject property is approximately less than a Y4 mile to the south, east, and west of the proposed facilities including One-Way Cycle Tracks, Off-Road Multi-Use Trails, and Bike Boulevards. Utilities Gas: A 4" WS line along the northern property line. Stormwater: An 8" RCP line along the front property line, and a 42" RCP line along the north side of 15th Street. Wastewater: An 8" PVC line along the north side of Del Mar Boulevard. Water: An 8" PVC line along the front property line and along the east side of 15th Street. (Note. Utility information was obtained via the City's Geographic Information System.) Corpus Christi Comprehensive Plan Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Southeast Area Development Plan (Adopted on July 11, 1995). Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed . 28 within a 200-foot notification area (on June 28, 2023) 0 6 outside 200-foot notification area Zoning Report Page 3 In Opposition • 1 inside the notification area (as of June 28, 2023) • 0 inside the notification area • 0.37% in opposition within the 200-foot notification area (0 individual property owners) Public Hearing Schedule Planning Commission Hearing Date: June 28, 2023 City Council 1St Reading/Public Hearing Date: August 8, 2023 City Council 2nd Reading Date: August 15, 2023 Comprehensive Plan Consistency: • Plan CC: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: o Housing and Neighborhoods ■ Support the planning, regulatory, and funding initiatives needed to provide a diversity of housing types—rental and ownership and market rate—to meet community needs. ■ Promote orderly development with fairness to all taxpayers and ratepayers while keeping in mind impacts on the affordability of housing. ■ Consider regulations, projects, incentives, and guidelines that promote interconnected development, such as developments with a well- connected street network or appropriate connections to neighboring subdivisions, destinations, or bicycle/pedestrian facilities. o Transportation and Mobility ■ Promote desirable patterns of development consistent with the Urban Transportation and Future Land Use Plans. ■ Support the partnership with the Corpus Christ Regional Transportation Authority to increase ridership and reduce single-occupancy vehicle use while helping to reduce air pollution. o Future Land Use, Zoning, and Urban Design ■ Promote the stabilization, revitalization, and redevelopment of older neighborhoods. ■ Encourage residential infill development on vacant lots or within or adjacent to existing neighborhoods. ■ Encourage convenient access from medium-density residential development to arterial roads. • Future Land Use Map: The proposed rezoning is consistent. o Designated Future Land Use: Medium-Density Residential. • Area Development Plan (Southeast): The proposed rezoning is consistent with the Future Land Use Suitability Table. Zoning Report Page 4 Staff Analysis: "While the comprehensive plan is consulted when making decisions about rezoning. It does not justify the denial of a plat or the development of land." (Plan CC). Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with the Future Land Use Map and is consistent with many broader elements of the City of Corpus Christi Comprehensive Plan. • The proposed rezoning will provide much-needed diversity in housing types. • The proposed rezoning increases density in a desirable location with proximity to multiple mode choices — existing and proposed. • The proposed rezoning promotes residential infill development adjacent to existing neighborhoods and is in keeping with the character of the established neighborhood. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff recommends approval of the change of zoning. Planning Commission and Staff Recommendation (June 28, 2023): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District. Attachments: A. Existing Zoning and Notice Area Map. B. Returned Notice Zoning Report Page 5 ATTACHMENT A: EXISTING ZONING AND NOTICE AREA 2 20 TF 27 26 SUBJECT 12 25 PROPERTY 11 24 10 23 M- 9 3 w 28 Q 4 22 R,S-6 5 rs 6 21 7 $ 5'C 17 15 14 18 C N- 1 19 13 16 CASE: 0623-04 rorvNS ��y" Zoning and notice Area Chnsfi W*1 5 RM-1 Multifamily 1 IL Light Industrial ,r RM-2 Multifamily 2 IH Heavy Intlustrial RM3 Multifamily3 PUD Planned Unit Der,Overlay ` ON Professional Office RS-10 Single-Family 10 RM-AT Multifamily AT R5-5 SingleFamily6 CN-1 Neighbarhoatl Commerdal RS It Single-Family 4.5 CN-2 Neighborhood Commercial RS-TF TWo-Family _ CR-1 Resort Commercial RS-15 Single-Family l5 CR-2 Resort Commercial RE Residential Estate Co_1 General Commercial RS-TH Townhouse CG-2 General Commercial SP Special Permit Cl Intensive commemial SUBJECT'. CBD Dowrdown Commercial R Recreational Vehicle Park j' PROPERTY MH Manufactured Home CR.1 Resort Commercial FR Farm Rural 7i H Historic Overlay • T BP Business Park W Sr 11-1Pmyeffy O Owners �■ th 2b0'buffer favor 4 U,,_ a,,2,rsredan owners City of - Esri.HERE _ ananedewersnip;ame Xinoppaiti°n Corpus LOCATION MAP Christi Zoning Report Page 6 ATTACHMENT B: RETURNED NOTICE(S) PUBLIC HEARING NOTICE CITY PLANNING COMMISSION Rezoning Case No. 0623-04 Southern Builders CO, LLC has petitioned the City of Corpus Christi to consider a change of zoning from the "RS-6"Single-Family 6 Zoning District to the"RS-TH"Townhome District, not resulting in a change to the Future Land Use Map. The property to be rezoned is described as: A property located at or near 639 Dei Mar Boulevard and described as Lot 12, Block 38, Del Mar, located along the south side of Del Mar Boulevard, along the east of 1511 Street and Staples Street, and north of Naples Street. Please see the map on the reverse side. ThePlanning Commission will conduct a public hearing to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, June 28, 2023, during one of the Planning � Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street.You are invited to attend this public L hearing to express your views on this rezoning request. ---T '� The Planning Commission may recommend to the City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if inconsistent with the City's -n a. Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. For more information, please call (361) 826-3240. Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the City Secretary's Office at least 48 hours in advance at 361-826-3240 Si usted desea dirigirse al Consejo de Ajuste y su ingles es limitado, habra un interprete en la junta para ayudarle. Para mas informacion, favor de Ilamar al Departamento de Servicios de Desarrollo (361) 826- 3240. NOTE: In accordance with the Planning Commission By-Laws, no discussion shad be held by a member or members of this Commission with an applicant or appellant conceming an application or appeal,either at home or office or in person, by telephone call, or by letter. To be on the record, this form must be filled out, signed by the current property owner(s), and returned in its entirety via mail to the return address on this notice or via email to zonin cctexas.com. Property Owner(s)Name: r J ' �` 1 ��. A '"err % /} Address: `i! ; r,`rS Phone No: S ( ) IN FAVOR ( �/IN OPPOSITION REASON Signature Planner Assigned Elena Buertelb Email',elenab ancctexas cam Phone 361-B26-3598 INFOR Case No:237N1021 13 Property Owner ID: Zoning Case 0623-04 pao SOUTHERN BUILDERS CO, LLC �d DISTRICT 2 �f 9 fora property Rezoning ro at Y 639 Del Mar Boulevard SUBJECT From "RS-6" to "RS-TH" PROPERTY • Cl,ae�ri C:nrPLIS PROPERTY� 'C M1f I a ti `^. _.... i rta.,I City Council August 8, 2023 Zoning and Land Use Proposed Use: 09pTo allow for a townhome (infill) development aoGOV Area Development Plan: nfua°r Southeast RS- F fl SUBJECT Future Land Use Map: PROPERTY Medium-Density Residential Existing Zoning: "RS-6" Single-Family 6 District RS 6 Adjacent Land Uses: • North: Public Semi/Public, Low-Density Residential, o !� Medium Density Residential, Zoned "RS-6", "RS-TF CN-1 o • South: Vacant, Low-Density Residential, Medium-Density Residential, Commercial, Zoned "RS-6", "CN-1" • East: Low-Density Residential, Medium-Density cN-' Residential, Zoned "RS-6" • West: Public Semi-Public, Low-Density Residential, cc.z Medium-Density Residential, Commercial,Zoned "RS-TF", "CN-1" Public Notification 28 Notices mailed inside 200' buffer 5 Notice(s) mailed outside 200' buffer oe 20 Notification Area R, -TF 27 26 oQ�� 12 SUBJECT u zs Opposed: 1 (0.37%) 29 PROPERTY 10 Separate Opposed Owners. 1 23 1 0 4 22 RS-6 5 6 In Favor: 0 (0.00%) 1 CN-1 17 IN,� C�� 1 "Notified property owner's land in SQF/Total squareis CN-1 footage of all property in the notification area = X Percentage of public opposition. o-z Staff Analysis And Recommendation • The proposed rezoning is consistent with the Future Land Use Map and is consistent with many broader elements of the City of Corpus Christi Comprehensive Plan. • The proposed rezoning will provide much-needed diversity in housing types. • The proposed rezoning increases density in a desirable location with proximity to multiple mode choices — existing and proposed. • The proposed rezoning promotes residential infill development adjacent to existing neighborhoods and is in keeping with the character of the established neighborhood. PLANNING COMMISSION AND STAFF RECOMMENDATION: Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-TH" Townhouse District. ro � -ry , E. `J• CT �~ ' PROPERTI� ,V . a r a a. sy n CASE: 0623-04 N �7fR511 WE Aerial View s Im F�M1 9,S1 ® Subject Property _ k a Y' SUBJECT\% PROPERTY City of f, 4 Esri, HERE Corpus ° +� � LOCATION MAP Christi 0'� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 15, 2023 DATE: August 8, 2023 TO: Peter Zanoni, City Manager FROM: Brandon Wade, Fire Chief BrandonW@cctexas.com (361) 826-3935 Josh Chronley, Assistant Director of Finance & Procurement JoshC2(a-)cctexas.com (361) 826-3169 Emergency Medical Services Billing and Collections Services CAPTION: Motion authorizing execution of a three-year service agreement, with two one-year extensions, with Digitech Computer, LLC., of Chappaqua, New York, for emergency medical services (EMS) billing and collection services with payment for Texas Ambulance Supplemental Payment Program (TASPP) reporting, with the anticipated payment to be $2,126,010.00 over the term and approximately $3,603,205.00 if all options are exercised, with no funding required for FY 2023 and future funding subject to budget approval. SUMMARY: This motion is to authorize a comprehensive three-year service agreement with two one-year options with Digitech Computer, LLC., of Chappaqua, New York, for emergency medical services (EMS) billing and collections for the Corpus Christi Fire Department (CCFD). BACKGROUND AND FINDINGS: CCFD operates 24 hours a day, seven days a week, utilizing 14 licensed ambulances. As a standard practice, agencies across the United States bill for EMS services. City ordinance permits CCFD to bill for ambulance services reflecting the operational cost. The ordinance also accommodates for inflation by allowing annual fee increases corresponding to the regional consumer price index increase for medical care, capped at 5% per annum. In FY 2022, the CCFD responded to 42,057 medical incidents requiring ambulance dispatch, of which 25,218 were transports and 16,839 were non-transports. CCFD's current collection rates are 4.96% on current billing, 6% up to 120 days old billing, 20% on 120 days and older. "Current billing" refers to accounts that have not gone to collections. Accounts are sent to collections after a third and final notice is sent to the patient with no response. The count to 120 days begins when the invoice is submitted. The proposed agreement with Digitech Computer, LLC. allows the contractor to capture and validate data from patient care reports entered by paramedics in the field during ambulance emergency calls, using their hardware and software systems (both the hardware and software are set up for compliance with the Health Insurance Portability and Accountability Act). The validated data is coded according to the service rendered and used to generate invoices to the responsible parties, including Medicare and Medicaid programs, private insurance, and direct patient responsibility. As part of the proposed agreement, CCFD will receive 18 new laptops loaded with the necessary hardware and software. The laptops will be replaced after the initial three-year term in order to stay current with the necessary technology. The Digitech Computer, LLC. will provide supplemental payment recovery assistance services to assist the City in participation in the Texas Ambulance Supplemental Payment Program (TASPP). The TASPP reimbursements are federal funds managed by the State of Texas for reimbursement of uncompensated care based on CCFD's Charity Care policy. CCFD's Charity Care policy covers the cost of ambulances services for our uninsured patients whose income falls below 400% of the federal poverty level. Digitech Computer, LLC. will also pursue delinquent accounts. Digitech Computer, LLC. has been instrumental in improving the City's EMS revenue cycle management. During the current agreement with Digitech Computer, LLC., approximately $60 million has been recovered. Digitech Computer, LLC. has helped the City grow its TASPP money from $0 in FY 2017 to an estimated $2,000,000 by the end of FY 2023. Since the beginning of the current agreement with Digitech Computer, LLC., the City's total annual revenues have seen a significant increase of 158%, from $4,519,076 in FY 2017 to an estimated $11,621,346 in FY 2023. A good metric to measure overall billing performance is the average revenue per transport (RPT). Both total revenue and revenue per transport have steadily increased year over year. The table below illustrates the figures from FY 2017 through FY 2023. Revenue EMS Calls Transports RPT FY 2017 $4,519,076.74 39,820 21,557 $209.63 FY 2018 $5,753,640.06 39,055 22,050 $260.94 FY 2019 $7,020,002.88 39,359 23,094 $303.98 FY 2020 $6,866,759.49 40,718 22,165 $309.80 FY 2021 $7,032,860.17 41,070 22,350 $314.67 FY 2022 $8,943,191.01 42,057 25,218 $354.64 Given the increasing demand for service, new regulatory requirements, and revenue opportunities, CCFD will propose an EMS Billing and Revenue Supervisor in the FY 2024 budget to streamline the revenue cycle and work closely with our outsourced billing provider, improving our billing operations' efficiency and effectiveness. This is part of the FY 2024 budget enhancement recommendation provided by the City Manager. The current agreement is with Digitech Computer, LLC. for a three-year term, with two one-year option periods that have both been exhausted. The current agreement with Digitech Computer, LLC. expired on October 31, 2022. However, the City issued an Amendment of extension to bid for a period of November 1, 2022 through July 31, 2023. The agreement was not to exceed $9,351,660.00. Payments to the vendor through May 2023 total $3,164,522.98. May was when the last invoice was received and paid. For June and July, the estimated payments to the vendor are $49,702 and $41,848, respectively. Digitech Computer, LLC. will continue to process invoices in anticipation of the proposed agreement being approved. CCFD will not receive an invoice under the new contract until most likely September or October. CCFD, Procurement, and Digitech Computer, LLC. do not anticipate any issues arising from this situation. PROCUREMENT DETAIL: On March 20, 2023, the City issued a Request for Proposal (RFP) for EMS Billing and Collection Services. By April 20, 2023, we received three responsible and responsive proposals. The evaluation committee, composed of representatives from CCFD and the City's Utilities Department, conducted a comprehensive review of each proposal. This review included technical and interview evaluations. The total scores were then adjusted by incorporating the proposed pricing from each firm. Notably, the two lower-scoring firms failed to attend or acknowledge their invitations to the scheduled virtual interviews. After considering all factors, the committee determined that Digitech Computer, LLC., of Chappaqua, New York, offered the best value to the City. This decision was based not only on their competitive pricing but also on their demonstrated technical proficiency and innovation in delivering collection services. As the incumbent service provider since 2018, Digitech Computer, LLC. has shown a strong track record in increasing collection revenues and has proposed forward-thinking measures and improvements for future operations. Considering their past performance and future proposals, the committee recommends awarding the EMS Billing and Collection Services contract to Digitech Computer, LLC. The price fee for over 120 days is a very small portion of collections (see table below). If the proposed EMS Billing and Revenue Supervisor position is approved as part of the FY 2024 Budget, CCFD will assign that person with closely reviewing the over 120-day cases to see what options might be available to lower the fee or to collect payments before the 120 days. Digitech Computer, LLC. 2017 2023 Variance Percentage of collections charged for billing 4.96% 5.99% 1.03% Up to 120 days old 6.00% 5.99% -0.01% Over 120 days 20.00% 20.00% 0.00% TASP Services Collected from State 4.96% 4.96% 0.00% The current agreement is with Digitech Computer, LLC. for a three-year term, with two one-year option periods that have both been exhausted. The current agreement with Digitech Computer, LLC. expired on October 31, 2022. However, the City issued an amendment of extension to bid for a period of November 1, 2022, through July 31, 2023. The agreement was not to exceed $9,351,660.00. Payments to the vendor through May 2023 total $3,164,522.98. For June and July, the estimated payments to the vendor are $49,702 and $41,848, respectively. The proposed three-year contract with Digitech Computer, LLC. is estimated to cost $2,126,010, generating revenues of approximately $36,034,073. If the two optional extensions are enacted, the collection cost will be $1,477,195 against revenues of $25,037,199. Thus, the total collection cost for the contract, if fully enacted, will be approximately $3,603,205, against a revenue of$61,071,273. The FY 2023 allocation for this contract, which will cover the months of August and September, will be approximately $98,000.00 from the Fire Department budget. ALTERNATIVES: No viable alternative exists. If the recommended contract is not awarded, billing for EMS services will cease and revenue will not be collected until another proposed agreement is negotiated and subsequently approved. FISCAL IMPACT: The proposed three-year contract with Digitech Computer, LLC. is estimated to cost $2,126,010, generating revenues of approximately $36,034,073. If the two optional extensions are enacted, the collection cost will be $1,477,195 against revenues of $25,037,199. Thus, the total collection cost for the contract, if fully enacted, will be approximately $3,603,205, against a revenue of$61,071,273. The FY 2023 allocation for this contract will be $150,000.00 from the General Fund. FUNDING DETAIL: Fund: 1020 Organization/Activity: 35100 Mission Element: 093 Project # (CIP Only): N/A Account: 530000 Amount: $150,000.00 RECOMMENDATION: Staff recommends approval of this service agreement with Digitech Computer, LLC. for EMS Billing and Collection Services, as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Matrix RFP No. 4638 Emergency Medical Services ("EMS") Billing and Collection Services Summary Evaluation Matrix Staff Sr. Buyer Marco Lozano Recommendation EMS Proposal Evaluation Score Computer r Management & * EMERGICON, Computer LLC LLC Consultants, Inc. Chappaqua, Winston Salem, Terrell, Texas New York North Carolina Minimum Qualifications Pass Pass Pass Required three years in business No material lawsuits during last 5 years No material regulatory issues last 5 years References Provided for firm Minimum Qualifications Pass/Fail Pass Pass Pass Local Preference Points 10.0 0.0 0.0 0.0 Technical Proposal Firms' Experience 22.0 22.0 17.7 17.7 Team Experience 22.0 20.2 19.3 20.2 Understanding of Project Scope 16.0 16.0 12.7 10.0 Subtotal Technical Proposal 60.0 58.2 49.6 47.9 Competitive Range Subtotal 70.0 58.2 49.6 47.9 Interview Firms' Experience 6.0 6.0 -- -- Team Identification 6.0 6.0 -- -- Understanding of Project Scope 8.0 7.9 -- -- Subtotal Interview 20.0 19.9 0.0 0.0 Price Cost information 10.0 7.5 10.0 4.3 Subtotal Price 10.0 7.5 10.0 4.3 Total 100.0 85.5 59.6 52.2 * Firms did not acknowledge invitation for Interviews SC GO � O� A � SERVICE AGREEMENT NO. 4638 U Emergency Medical Services ("EMS") Billing and Collection ye1852Eo Services THIS Emergency Medical Services ("EMS") Billing and Collection Services Agreement (''Agreement'') is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Digitech Computer, LLC ("Contractor''), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Emergency Medical Services ("EMS") Billing and Collection Services in response to Request for Bid/Proposal No. 4638 ("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 Emergency Medical Services ("EMS") Billing and Collection Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 3. Compensation and Payment. This Agreement is for an amount not to exceed $6,830,910.00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Tracey Escalante Department: Fire Department Phone: 361-826-3994 Email: TraceyECcctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Tracey Escalante Title: Contract/Funds Adminstrator Address: 2406 Loepard Suite #300, Corpus Christi, Texas 78408 Phone: 361-826-3994 Fax: N/A IF TO CONTRACTOR: Digitech Computer, LLC Attn: Walt Pickett Title: Chief Operating Officer Address: 480 Bedford Rd, Bldg 600, 2nd Floor, Chappaqua, New York 10514 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 Phone: 914.741 .1919 Fax: 914.741 .2818 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1 ,000,000 or that result in the expenditure of at least $1 ,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 4638 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 �vs n� M ATTACHMENT A: SCOPE OF WORK o RPOMPSFO 1852 1.1 General Requirements/Background Information The Contractor shall capture data entered by paramedics in the field for emergency medical services provided during ambulance emergency calls. The data will be screened, filtered and authenticated with patient eligibility requirements under Medicare and Medicaid programs, private party insurance and/or direct patient responsibility. The data will be downloaded into the Contractor's billing system, which will generate a bill to the responsible party. The Contractor will also be responsible for pursuing collection efforts for those accounts that become delinquent and apply the City's Charitable Care policy where appropriate. The Contractor will also provide supplemental payment recovery assistance services to assist the City in participation in the Texas Ambulance Supplement Payment Program and any other supplemental payment program at which the Corpus Christi Fire Department chooses to participate. The Contractor will also provide assistance in data collection and reporting for the Medicare Ground Ambulance Data Collection System (GADCS) 1.2 Scope of Work A. The Contractor shall provide billing of accounts receivable using the necessary billing forms forvarious third party payors in the following financial class: 1. Contract Insurance 2. Medicaid 3. Medicare 4. Personal Injury Protection (Auto Insurance) 5. Private Insurance 6. Self-pay 7. Worker's Compensation B. The Contractor shall code each new receivable in one of the financial classes from the list above. C. The Contractor shall prepare and mail an initial insurance bill to the appropriate third-party payor within 10 working days from the date on which the receivable is made available for billing, unless deductible monitoring indicates a longer wait period. D. The Contractor shall provide an electronic Patient Care Report (ePCR) provider listing that is compatible with their billing software. The Contractor shall be responsible for providing the ePCR selected by the City. E. The Contractor shall be able to export the patient report data from the current electronic Patient Care Report (ePCR) provider (Digitech [Triptix] of New York) and pull that data into the billing software for accurate billing. If the ePCR system is changed during the contract term, the Contractor shall be responsible for all necessary interface components (hardware and software) and technical support for receiving and translating transport records from the new ePCR system. The contractor shall also ensure that any ePCR provider chosen shall interface with the current CAD system (Intergraph). F. The Contractor shall obtain any missing data necessary for billing through available databases, telephone queries from either the receiving hospital or from the patient, using mail only if telephone contact numbers are unavailable. G. The Contractor shall send a written follow up request for payment to the appropriate third party within 45 days of the initial billing if the receivable remains outstanding. H. The Contractor shall apply the City's Charitable Care Program Policy. This should include, but not limited to, identifying those eligible using third party software to determine percentage of Federal Poverty Level (FPL). I. The Contractor shall be cognizant of and abide by the billing requirements dictated for Medicare, Medicaid and Worker's Compensation patients. The Contractor shall adhere to the contractual restrictions inherent in these billings and must hold the City of Corpus Christi harmless for any billing errors. The Contractor shall also be cognizant of and abide by any other normal billing practices in the industry in accordance with all applicable State and Federal laws per the Texas Debt Collection Act and the Federal Fair Debt Collection Practices Act. J. The ePCR providershall ensure that all data is gathered in electronic format and reported to the designated State of Texas registry on a monthly basis, including all information as necessary to keep the City in compliance with EMS and trauma registries. In addition, the EMS Billing Contractor in conjunction with the ePCR vendor shall submit a report to the Contract Administrator detailing the registry submitted on a monthly basis. (See Texas Administrative Code, Title 25, Part 1, Ch. 103, 103.1 - 103.8) K. The City requires that the Contractor use the City provided lockbox for daily payment processing with deposits process to the City's depository account. The Contractor will receive notifications of ACH (automated clearing house) electronic deposit and will post these deposits no later than the next business day after the date received. If the Contractor chooses to process credit cards for payments from patients, the Contractor shall be responsible for all credit card processing fees. The Contractor shall use the City's banking information for this depository. 1.3 Ambulance Rates The following is Sec.18-20 of the City Ordinance A. Ambulance rates schedule. Ambulance rates for emergency medical service shall be charged pursuant to the ambulance rate schedule. The initial ambulance rate schedule will be approved by city council and must be filed with the city secretary. The ambulance rates schedule may be amended per the provisions of this chapter and such amended schedule must be filed with the city secretary. B. Adjustment of ambulance rates. 1 . In this section, ''consumer price index'' means the annual revised South Region Consumer Price Index for All Urban Consumers for Medical Care, as published by the Federal Bureau of Labor Statistics. 2. Any year in which the consumer price index increases by more than one (1 ) per cent from the previous year, ambulances rates may be adjusted by an amount equal to the annual change in the consumer price index. Ambulance rate schedule adjustments shall not exceed five (5) per cent in a single year and shall not be adjusted more often than annually. C. The city manager is authorized to establish charges, not to exceed the reasonable cost of providing the service, for other supplementary services such as providing standby equipment and crews at special events and attending training courses. D. Rates. Service or Item Fee Per Service or Item (1) EMS 911 base rate -Transport $1,385.00 (2) EMS 911 base rate - No Transport $150.00 3 Oxygen $45.00 (4) Advance Life Support (ALS) Routine Disposables $50.00 (5) Basic Life Support (BLS) Routine Disposables $25.00 E. Supplementary charges: 1. Providing a mileage charge of fifteen dollars ($15.00) per mile from patient pick-up point to the hospital. 2. Providing a fee for responding to a medical alarm which is a malfunction, no one at home, no one injured, sixty dollars ($60.00). 3. Providing a charge of one hundred twenty-five dollars ($125.00) for emergency medical services provided to non-residents. 4. Providing a charge of forty-five dollars ($45.00) for additional personnel when needed to provide patient care during transport. 5. Providing a charge to the facility of two hundred fifty dollars ($250.00) for fire department response to skilled nursing facility for the pick-up of a resident that does not require transport to a hospital. 1.4 Billing and Collection Information Billing and Collection information for FY 21-22 is as follows: Table 1:By Payer FY22 Invoices Payer Sum of Sum of Sum of PCT Charges Adjustments Payments Contract 23 0.05% $35,165.00 $9,254.06 $4,686.34 Medicaid 898 1.84% $1,103,190.00 $853,308.10 $113,246.90 Medicaid MCO 3,992 8.18% $5,306,840.00 $4,010,324.22 $847,847.70 Medicare 4,436 9.09% $6,022,310.00 $3,952,844.79 $1,707,891.70 Medicare HMO 8,353 17.11% $11,355,815.00 $7,448,559.12 $2,900,073.34 Private Insurance 3,693 7.57% $4,910,065.00 $457,845.28 $2,551,043.15 Se l-Pa 27,416 56.17% $10,174,675.00 $6,530,673.33 $68,313.08 Grand Total 48,811 100.00% $38,908,060.00 $23,262,808.90 $8,193,102.21 Table 2:By Level of Service FY22 Accounts LOS Charges Adjustments Payments PCT ALS1 15,634 32.03% 1 $23,909,725.00 $14,224,220.69 $5,536,862.48 ALS2 468 0.96% $735,500.00 $404,074.53 $196,619.29 BLS 9,112 18.67% $13,551,815.00 $8,451,361.08 $2,376,136.78 TNT 19,325 39.59% $740.00 $135.00 $196.00 None 4,272 8.75% $710,280.00 $183,017.60 $83,287.66 Total 48,811 100.00% $38,908,060.00 $23,262,808.90 $8,193,102.21 1.5 Delinquent Accounts A. The Contractor must provide a procedure for collection of delinquent accounts, for those accounts unpaid for 120 days after the first billing. The Contractor must establish a systematic collection procedure including telephone, mail and/or personal contact to collect delinquent accounts. The Contractor must describe the collection procedure in a narrative and include in the narrative the collection methodology, expected collection rates and history in collecting delinquent accounts. B. The Contractorwill assist the Contract Administrator in establishing the amounts for allowance to bad debt and the amount necessary for the Medicare and Medicaid contractual allowances in order that reserves may be properly stated on the financial statement. C. The Contractor may authorize self-pay patients to liquidate any outstanding balance by installment method. The minimum payment on the installments shall be $35.00 per month or 1/12 of the original outstanding balance, whichever is greater. No interest may be charged. D. The Contractor must follow Title 5, Chapter 392 of the Texas Finance Code (Debt Collection Act) on all contacts on delinquent accounts. 4.6 Supplemental Billing The City requests that the Contractor provide the following services with regard to participation in the Texas Ambulance Supplemental Payment Program (TASPP) for consideration. The City has received approval for Supplemental Billing effective November 22, 2016.These services should be provided separately from the required services outlined above. A. Provide supplemental payment recovery assistance services to assist the City in participation in the TASPP which responsibilities to include: 1. Advising and assisting the City will annual enrollment in TASPP 2. Managing program applications and required cost reports for the City in accordance with the TASPP 3. Managing the TASPP pre-cost report submitted process for the City which may also include: developing and submitting the provider approval materials to the Texas Health and Human Services Commission (HHSC) on behalf of the City, receiving the provider approval from HHSC for the City's participation in the TASPP and developing and submitting the Cost Allocation Model and Report on behalf of the City for review as part of the TASPP 4. Changing and finalizing the Cost Allocation Model during HHSC's review of the Cost Allocation Model and Report to meet HHSC's requirements 5. Preparing and submitting HHSC Ambulance Services Cost Report on an annual basis as required by TASPP 6. Assisting the City with submitting other annual reports as required by the TASPP 7. Ensuring that cost report preparer(s) engaged on behalf of the City by the vendor are certified in accordance with all applicable rules, laws and regulations 8. Ensuring that it utilizes separate staff for billing and cost report preparation services provided to the City. 4.7 Reports At a minimum, the following reports shall be available for download by the City in electronic (Excel) format: A. Amount billed by patient B. Amount collected by patient and by type of payee C. Accounts Receivable Summary D. Accounts Receivable Aging Report E. Vendor performance analysis report detailing billing, collection, adjustments with dollar amounts and quantities as well as collection rates. Two collection rates will be calculated, one rate including adjustments and one rate without adjustments F. Non-transport Summary Report G. Transport Reconciliation Report H. Report of Collections I. Collections / Refund Summary J. Report of Revenue Adjustments K. Bad Debt Write Off & Government Non-Allowable Detail L. Fiscal Year Monthly Net Collection Comparison M. ALS-BLS Service Mix N. Other reports as requested by the Contract Administrator 4.8 Hardware and Software A. The Contractor shall initially replace all 27 required devices every three years to include revised software programs, licenses and most current model of selected devices. Costs of laptops will be factored in the percentage of the billing. Additional hardware and licenses needed throughout the life of the contract; the City will procure at fair market value. B. Minimum model specifications: Operating System: Windows 14 Pro Webcam & Mic: Infrared Hello Webcarn CPU: Intel Core i5-7Y57 1.20G Hz Rear Camera: Camera Display: 10.1"WUxGA Gloved Mufti Touch + Other: TPM 2.0. Barcode Reader Digitizer LCD Batter Memory (RAM): Battery: Bodge Battery Storage: 256GB SSD Keyboard: Backlit Emissive Keyboard Wireless: Wi-Fi. Bluetooth,4G LTE(Band 14),Dual Pass (Ch1:VVWANiCh2:WWAN-GP6) C. For each machine, the contractor will provide: 1 . -secondary battery (if applicable) 2. -screen protectors (if applicable), 3. -AC adapters 65W (if applicable) 4. -extra styluses and tethers for CCFD to keep as in house inventory (if applicable) D. The Contractor shall obtain at its costs the EMS data collection software and related licenses for all ambulance units, as selected by the CCFD. The ePCR must integrate with Pulsara E. The Contractor must be able to switch ePCR vendors to interface to the City's existing ePCR software in order to receive patient data electronically should the City decide to keep ePCR provider. 4.9 Training The Contractor shall provide annually, continuing education in medical documentation of ambulance transports to all ambulance paramedics. 4.10 Warranty The Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. ATTATCHMENT B - PRICE CITY OF CORPUS CHRISTI H Pricing Form v CONTRACTS AND PROCUREMENT ,NOgp OP FEQ Y$52 RFP No. 4638 Emergency Medical Services ("EMS") Billing and Collection Services PAGE 1 OF 1 DATE: 4/18/2023 i Digitech G PROPOSER AUTHORIZED SIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Provide your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. ITEM DESCRIPTION QTY UNIT UNIT TOTAL PRICE PRICE 1 .0 Percentage of collections charged for billing of ambulance bills (net $15.7 mil* **5.99% $940,430.00 charges after adjustments 2.0 Percentage of collections charged for collection of current outstanding receivables at time of award. a. Up to 120 days old - post $ 5.8 mil **5.99% $347,420.00 initial request for payment, not to include days included in the deductible monitor period. b. Past 120 days old $4.4 mil ***20% $880,000.00 3.0 TASPP Services $ 2.2 mil 4.96% $109,120.00 Percentage of collections from state Annual Total $2,276,970.00 00 Digitech PRICING MOTES * Digitech has reservations regarding the accuracy of the data supplied in this column. For that reason,we have not calculated the dollar values in the Total Price column. **The fee of 5.99%of net collections includes the cost of hardware,as specified in the RFP,and the cost of either TripTix or EPR Fireworks ePCR products. Should the City elect to implement the ESO ePCR solution,our fee will be 0.15%higher than the fee offered in item 1.0 and 2.Oa of the above pricing model. Should the City elect to implement the First Due ePCR solution, our fee will be 0.35% higher than the fee offered in item 1.0 and 2.Oa of the above pricing model. Digitech's proposal has attempted to offer a fee that accommodates multiple options for field data collection hardware and software.We recognize that a wide range of potential costs are represented by the options in consideration and the final selection of hardware and software may determine the contract fee. ***The fee of 20%for delinquent collections assumes that MVBA,the City's current delinquent collections accounts processor,remains in place.This charge will be passed through to the City on our monthly invoice. ASSUMPTIONS We have prepared this proposal under several basic assumptions,including the following: • All billing,collection,and transport data provided by the City of Corpus Christi in its RFP is accurate and it is understood by both parties that Digitech has relied on the City's data for pricing purposes. • The City will provide reasonably complete demographic information as part of your Patient Care Reports, and it is understood that crews will make best efforts to provide insurance information, social security numbers,and other demographic information. • The City will provide any remittance information received through a different account from the EMS lockbox1 in a timely manner, including a listing of the ACH deposits by deposit date, referencing the carrier. • After the contract award, good faith negotiations will take place during which both the City and Digitech can discuss and negotiate specific requirements of the RFP. 1 Digitech requires the establishment of a bank lockbox to receive and process payments.We will continue to use the City's existing lockbox,and lockbox fees are included in our price. ©2023 Digitech Computer LLC RFP No.4638 00 Digitech SUMMARY OF FEATURES INCLUDED IN DIGITECH'S PRICE + All hardware and software required by Digitech personnel to perform medical transport billing and collection accurately and efficiently + All mailing forms, billing forms, insurance forms, and envelopes necessary to perform all billing functions + Any postage necessary to mail billing or other information to patients, insurance companies,third parties,and attorneys + Availability of a national toll free 800 number for patients, City personnel, insurance companies, attorneys,and third parties to call for information or discussion of account status + All fees related to the ePCR system chosen by the City + All costs for field data hardware and configuration + All fees related to our national consumer database searches for patient demographic information + All fees related to the electronic submission of claims + All fees and expenses associated with the hosting of our application + An electronic interface to the City's ePCR system or to any future ePCR system chosen by the City during the term of the contract + Ongoing review of ePCR documentation by qualified Digitech staff + Ongoing review and analysis of rates,policies,and procedures with City officials + In-depth documentation compliance training for City medics through the Digitech Learning Center + Regular meetings for review of performance on a mutually agreed upon schedule + Lockboxfees + Fees associated with mailing of Notices of Privacy Practices + Credit card processing fees ©2023 Digitech Computer LLC RFP No.4638 5 ATTACHMENT C: INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Park & Recreation Director one (1) copy of Certificates of Insurance 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 endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 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. D. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit 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, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) 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 contract. 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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. Bond Requirements: No bonds are required. 2023 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services O1/01/2023 Risk Management - Legal Dept. ATTACHMENT D: WARRANTY REQUIREMENTS No Warranty required for Service Agreement. Page 1 of 1 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 15, 2023 DATE: August 15, 2023 TO: Peter Zanoni, City Manager FROM: Wesley Nebgen, Director of Water System Infrastructure WesleyN(a-)cctexas.com (361) 826-3111 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Heavy Equipment Rental for Corpus Christi Water CAPTION: Motion authorizing execution of a one-year service agreement, with two one-year options, with Herc Rentals Inc. of Atlanta, Georgia, with an office in Corpus Christi, through Omnia Partners Cooperative, in an amount not to exceed $900,000.00, with a potential amount of $2,700,000.00 if options are exercised, for the rental of heavy equipment for Corpus Christi Water, with FY 2023 funding of $75,000.00 from the Water and Wastewater Funds. SUMMARY: This motion authorizes a one-year service agreement for equipment rental for Corpus Christi Water. This equipment is necessary to maintain the City's water and wastewater infrastructure. BACKGROUND AND FINDINGS: Corpus Christi Water completes over 10,000 repair, maintenance, and construction activities per year, which may require equipment that is not in Corpus Christi Water's inventory. The equipment in this contract may be necessary to follow proper construction procedures in response to an emergency, to ensure staff safety, or to augment current equipment during periods of higher-than- normal workloads. Corpus Christi Water does not maintain an inventory of all equipment that may be needed at any given time due to the limited use of larger or more specialized equipment. PROCUREMENT DETAIL: This procurement is through the Omnia Partners Cooperative. Contracts awarded through the Omnia Partners Cooperative have been competitively procured, in compliance with local and state procurement requirements. Herc Rentals Inc. under Omnia Partners Cooperative offers between 0%-57.14% discount off the published book rates on heavy equipment rentals. Procurement conducted cost comparison with the HGAC Buy Cooperative with the most frequently used equipment types from the department and found cost savings of 18.25% overall when utilizing the Omnia Partners Cooperative. Below is a table that displays the difference between the pricing for the recommended and the alternative pricing. UNIT Omnia Partners HGAC Buy Variance Day Pricing for High Use Rental of Equipment(qty.lea) $ 10,688.00 $ 12,639.00 $ (1,951.00) $ 12,639.00 $ (1,951.00) ALTERNATIVES: An alternative is to not enter into a service agreement, which would require separate procurements on an as-needed basis, and increase the time delay due to procurement process which in turn, would reduce the level of response, in some cases, emergency response, to citizens. FISCAL IMPACT: The fiscal impact of FY 2023 is $75,000.00. FUNDING DETAIL: Fund: 4010 Water Organization/Activity: XXXXX Various Department: 45 Water Project # (CIP Only): N/A Account: 530160 Rentals Fund: 4200 Wastewater Organization/Activity: XXXXX Various Department: 46 Wastewater Project # (CIP Only): N/A Account: 530160 Rentals RECOMMENDATION: Staff recommends approval to execute this motion authorizing a one-year service agreement with Herc Rentals Inc. of Atlanta, Georgia with an office in Corpus Christi for the Corpus Christi Water Department as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet City of Corpus Christi Price Sheet Finance-Procurement Heavy Equipment Rental for Corpus Christi Water Buyer: Liza Elizalde Omnia Contract No. 2019000318 Herc Rentals Inc.of Atlanta,Georgia ITEM DESCRIPTION Discount Total mnia Uontra=i7 Discount 0.00%to 57.14%off 1 Heavy Equipment Rental Published/Book/Rate 11/01/2018- 10/31/2023 2 Pick up& Delivery Allowance $ 5,000.00 3 Dama e/Re airs Allowance $ 5,000.00 Page 1 of 1 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 se G� w CO-OPERATIVE PURCHASE AGREEMENT NO. 4980 U Heavy Equipment Rental for Corpus Christi Water yaaaoRn 1852 THIS Heavy Equipment Rental for Corpus Christi Water Co-operative Purchase Agreement (''Agreement'') is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Herc Rentals Inc. ("Contractor''), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide Heavy Equipment Rental for Corpus Christi Water in accordance with its agreement with Omnia Contract # 2019000318 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide Heavy Equipment Rental for Corpus Christi Water in accordance with the attached Statement 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. 3. Term. The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. 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. 4. Compensation and Payment. This Agreement is for an amount not to exceed $900,000.00, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, 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. Invoices must be mailed to the following address: Co-operative Purchase Agreement Standard Form Page 1 of 3 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Amanda Howard Title: Contracts/Funds Administrator Address: 2726 Holly Rd., Corpus Christi, Texas 78415 Phone: 361-826-1894 Fax: N/A IF TO CONTRACTOR: Herc Rentals Inc. Attn: Jason Oosterbeek Title: Vice President Address: 27500 Riverview Center Blvd., Bonita Springs, Florida 34134 Phone: 239-301-1678 Fax: N/A 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 CONTRACTOR �Doc.Signed 1, Signature: �aSb1n �bS{t Veit c SS��oo�sFo,awaoae Printed Name: Jason oosterbeek Title: vice President Date: 7/12/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Incorporated by Reference Only: Co-operative Agreement: Omnia Contract # 2019000318 Co-operative Purchase Agreement Standard Form Page 3 of 3 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 ATTACHMENT A: SCOPE OF WORK 1.1 General Requirements The Contractor shall provide equipment rental for the Corpus Christi Water Department as follows: excavators, skid steer loaders, trucks, air compressors, generators, and other equipment. Equipment rentals will be on an as needed basis. 1.2 Equipment Condition A. Any equipment rented shall be guaranteed to be fully functional and capable of performing the task(s) it was designed to perform under the manufacturer's guidelines. All safety equipment and all associated attachments shall be in place and functioning per the manufacturer's design. Any equipment not functioning properly, or becoming non- functional during operation, shall be picked up and replaced by the Supplier at no additional charge to Corpus Christi Water during the rental period. Repairs not caused by the misuse of the equipment shall be provided at no additional cost to Corpus Christi Water. B. At the time Corpus Christi Water takes possession of the equipment, the Contractor shall provide information regarding the current condition and any visual, pre-existing damage to the equipment. Corpus Christi Water and the Contractor will review the equipment condition at the point of delivery as well as at the point of return. No rental fees shall be charged to Corpus Christi Water without the signed receipt of acceptance of the equipment. C. Failure to meet this requirement shall be ground for termination of the contract. 1.3 Delivery A. The Contractorwill be responsible for the delivery, set-up, and pickup of all equipment. Timely delivery is important to the daily operations of Corpus Christi Water. B. Equipment delivery shall occur Monday through Friday, from 7:00 AM to 5:00 PM, and delivered to various locations within the City. 1.4 Invoicing A. The Contractor shall mail the original itemized invoice to the address below: City of Corpus Christi Accounts Payable PO Box 9277 Corpus Christi, TX 78469-9277 Page 1 of 2 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 B. Itemized invoice shall contain the following: 1 ) Service Agreement and Purchase Order (PO) number 2) Point of Contact for location 3) Location/Address of delivery/pickup 4) Manufacturer/Model/Serial Number of equipment Page 2of2 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 �US C� G� ATTACHMENT B: QUOTE/PRICING SCHEDULE p CITY OF CORPUS CHRISTI ORPOR Nc1852EQUOTE FORM 1. Refer to "Sample Service Agreement" Contract Terms and Conditions before completing quote. 2. Quote your best price, including freight, for each item. 3. In submitting this quote, vendor certifies that the prices in this quote have been arrived at independently,without consultation, communication, or agreement with any other vendor or competitor, for the purpose of restricting competition with regard to prices. Invitation to quote, FOB Destination, Frei ht Included, on the folio win : DESCRIPTION DISCOUNT TOTAL Equipment Rental 0.00% to 57.14 Omnia Contract 2019000318 off Published/Book Rate 11/01/2018- 10/31/2023 Pickup & Delivery Allowance $5,000.00 Damage/Repairs Allowance $5,000.00 Not to Exceed Amount $900,000.00 COMPANY: Herc Rentals Inc. NAME OF PERSON AUTHORIZED TO SIGN: Jason Oosterbeek ADDRESS: 27500 Riverview Center Blvd CITY / STATE/ZIP: Bonita Springs, FL 34134 PHONE: 239-301-1678 EMAIL: hercbids@hercrentals.com FAX: DATE: 7/11/2023 SIGNATURE: - - TITLE: Vice President THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. Page 1 of 1 DocuSign Envelope ID:OD795833-FAAA-46 1 A-BD43-E291 CE7C2AB7 PRICE LIST OF HEAVY EQUIPMENT ITEMS Omni,Day Rete Omni.Week Rete Omni.Month Rete Item Description Herc Wt-Class Herc Description „lid th,.12/31/23„lid thm 12/31/23„lid thm 12/31/23 Omni,Delivery„lid thm 12/31/23 $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 1 Mini Exca vator 4000-499916, 240-1200 MINIEXCAVATOR4000-4999 LBS DSL HOPS $ 275.00 $ 750.00 $ 1,595.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 2 Mini Excav,tor5000-6999 lbs 240-1300 MINIEXCAVATOR5000-6999 LBS DSL HOPS $ 275.00 $ 750.00 $ 1,595.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 3 Mini Excav,tor7000-899916, 240-1400 MINIEXCAVATOR7000-8999 LBS DSL HOPS $ 300.00 $ 794.00 $ 1,780.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 4Minl Excav,to,,U,,hment bre.ker 391-60016, 290-5160 MINI-EXATTACHMENT BREAKER 391-600 LBS $ 194.00 $ 553.00 $ 1,205.00 and After Hours Deliveryare negotiated attime of rents 1. $125 per hour,pertmck load,each way.Tolle and permits not included.Outside Hauling 5 Combo.1--ttachment bre.ker391-60016s 290-2230 COMBO SSL M-EX ATTACH BREAKER 391-600LBS $ 194.00 $ 553.00 $ 1,205.00 and After Hours Deliveryare negotiated attime of rents 1. $125 per hour,pertmck load,each way.Tolle and permits not included.Outside Hauling 6 Boom Tow.1,1e50ft a, 410-1040 BOOM TOWABLE SOFT GAS $ 347.00 $ 897.00 $ 1,943.00 and After Hours Delive a eotiated at time of rents 1. $125 per hour,pertmck load,each way.Toll,and permits not included.Outside Hauling 7 Scissor Lift 45ft 55"wide electric 405-1300 SCISSOR HIT 45-46FT 551N ELEC $ 263.00 $ 588.00 $ 1,416.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 8 Compressor towable 200-245 CFM DSL 140-1280 COMPRESSOR TOWABLE 200-245 CFM DSL $ 208.00 $ 399.00 $ 925.00 and After Hours Deliverya re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 954on a it m ndition indoor w/heat 3HP 460V 718-1148 5 TON AIR COND INDOOR W/HEAT 3PH 460V $ 270.00 $ 725.00 $ 1,470.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 10010-ton sit o,d it skit 36 K w/heat 718-1210 10 TON AIR CONDITION SKID 36KW HEAT $ 374.00 $ 893.00 $ 2,520.00 an d After H ours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permft,not included.Outside Hauling 11 Sprayer pa int s[an dard a id- 100-5500 SPRAYE R PAI NT STAN DARD AI BLESS $ 95.00 $ 332.00 $ 594.00 an d After H ours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permft,not included.Outside Hauling 12 Camey sewer 2-12 125-1600 CAMERA SEWER 3-10 $ 189.00 $ 672.00 $ 1,418.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 13 W.,hertrailermo.,ted 3000 psi DSL 105-2800 WASHER TRAILER MOUNTED 3000 PSI DSL $ 298.00 $ 714.00 $ 1,465.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 14T,ao,Io,d,,60-90HP 4WDDSL 275-2200 TRACTOR SKIPLOADER 60-90HP 4WD DSL $ 331.00 $ 920.00 $ 2,150.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 15 B.,kh oe attach ment tork,60 in 290-4060 BAC KHO E ATTACH M E NT FO RKS 601 N $ 50.00 $ 142.00 $ 335.00 an d After H ours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permft,not included.Outside Hauling 16 Backh oe bucket trench 24in QC 290-4150 BACKHOE BUCKETTRENCH 241N QC $ 26.00 $ 53.00 $ 105.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 17 Backhoe 98-115 H P 4W D RO PS extenderhoe DSL 210-4205 BACKHOE 98-115 H P 4W D RO PS EXTE N DAHO E DSL $ 483.00 $ 1,359.00 $ 3,544.00 an d After H ours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permft,not included.Outside Hauling 18 WB Io.derat-h-t bucket 290-1035 WB LOADER STANDARD BUCKET 35-363.5CF $ 10.00 $ 28.00 $ 81.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 19WB Io.deratt,,h,,,tfo& 290-1060 WB LOADER ATTACHMENT FORKS $ 25.00 $ 71.00 $ 201.00 and After Hours Delive a eotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 20 Skid-,loader over 300016,HOPS HE 200-1382 SKIDSTEER LOADER OVER 3000LB HOPS HE $ 398.00 $ 952.00 $ 2,126.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 21F-1t,n1,523g.11ontow.ble 530-1060 FUEL TANK 523 GALLON TOWABLE $ 150.00 $ 449.00 $ 882.00 and After Hours Deliveryare negotiated attime of rents 1. $125 per hour,pertmck load,each way.Tolle and permits not included.Outside Hauling 22 Pump submersible high h ead,10111`4in electric 809-2110 PUMP SUBMERSIBLE HIGH HEAD 40HP 41N ELEC 260 700 1800 and After Hours Deliveryare negotiated attime of rents 1. $125 per hour,pertmck load,each way.Tolle and permits not included.Outside Hauling 23 P. p,.bmersible-go 50 H P 6 in electric 809-2180 PUMP SUBMERSIBLE SEWAGE 50HP 61N ELEC 295 800 2250 an d After H ours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permft,not included.Outside Hauling 24Tmck bucket 60ft tree to m mer DSL 659-6336 TRUCK B UCKET 60 FT TREE TRI M ME R DSL $ 849.00 $ 2,184.00 $ 5,460.00 an d After H ours Dol iverya re negotiated at time of-t,1. $125 per hour,pertmck load,each way.Tolk and permft,not included.Outside Hauling 25 Van-go l/2 ton gas 659-5460 VAN CA RGO 112 GAS $ 115.00 $ 550.00 $ 1,750.00 an d After H ours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and permft,not included.Outside Hauling 26 Tmck dump 12-14y.rd..to DSL 659-6210 TRUCK DUMP I2-14 YD AUTO DSL $ 709.00 $ 2,258.00 $ 5,300.00 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 27 Tail-tility 10,000 1b, 610-1085 TRAILER UTILITY 10000 LB 85 321 680 and After Hours Delivery a re negotiated at time of rental. $125 per hour,pertmck load,each way.Tolk and perm¢,not included.Outside Hauling 28 Taile,tifity 7,00016, 610-1075 TRAILER UTI HTY 7000 LB 62 232 491 and After Hours Delive a eotiated at time of rental. $125 per hour,pertmck load,each way.To1k and perm¢,not included.Outside Hauling fl. 29Tai1ertbed 10,00016, 610-1140 TRAILER FUATBED 10000 LB $ 85.00 $ 321.00 $ 680.00 and After Hours Deliverya re negotiated attime of rental. Page 1 of 2 DocuSign Envelope ID:OD795833-FAAA-46 1 A-BD43-E291 CE7C2AB7 PRICE LIST OF HEAVY EQUIPMENT ITEMS $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 30 Tmck cane 181on single DSL 659-6380 TRUCK CRANE 18 T SINGLE DSL $ 711.00 $ 1,948.00 $ 5,080.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 31 Cart burden 4 passenger 4wheel electric 630-1080 CART BURDEN 4 PASSENGER 4-WH ELEC $ 110.00 $ 294.00 $ 599.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 32 Van as er8 g.s l/2 ton 659-5490 VAN PASSENGER 8 GAS 1/2 T $ 150.00 $ 678.00 $ 1,900.00 and After Hours Delive a eotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 33 Tmck pickup 1/2 ton crew 2 WD gas 659-5060 TRUCK PICKUP I/2 T CREW 2WD GAS $ 129.00 $ 543.00 $ 1,340.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 34Tmck street sweeper DSL 659-6245 ITRUCK STREET SWEEPER DSL $ 1,800.00 $ 4,660.00 $ 14,395.00 and After Hours Deliverya re negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 35 FT offusible HDPE pipe 12 921-1818 FT OF FUSEABLE HDPE PIPE 12 $ 3.00 $ 3.00 $ 7.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 36 FT offmible HDPE pipe 18 921-1824 FT OF FUSEABLE HDPE PIPE 18 $ 3.00 $ 3.00 $ 7.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 37 Scaffold end safety panel w/toeboard5 931-5142 SCAFFOLD END SAFETY PANEL W/TOEBOARD5 $ 3.00 $ 7.00 $ 13.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 38 Scaffold end safety panel 10 931-5148 SCAFFOLD SIDE SAFETY PANEL 10 $ 3.00 $ 7.00 $ 13.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 39 Scaffold side toe board 10 931-5160 SCAFFOLD SIDE TOEBOARD 10 $ 2.00 $ 6.00 $ 16.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 40 Scaffold walkboard 10 931-5215 SCAFFOLD WALKBOARD 10 $ 12.00 $ 21.00 $ 42.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 41 Utility s Hold tame 65,29 931-5250 UTILITY SCAFFOLD FRAME 65X29 $ 11.00 $ 17.00 $ 33.00 and After Hours Deliverya re negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 42 Utility s ffold arm bace6 931-5252 UTILITY SCAFFOLD ARM BRACE 6 $ 7.00 $ 13.00 $ 25.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 43 Utility s ffo Id deck wood 931-5260 UTILITY SCAFFOLD DECK WOOD 6 $ 8.00 $ 18.00 $ 32.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 44Sweeperla,go 62 in rid,o.DSL 105-3615 SWEEPER LARGE 621N RIDE-0N DSL $ 648.00 $ 1,714.00 $ 4,185.00 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 45 Water tmck 2,000 g.1 with watercanons and hihre r z urs 659-6040 TRUCK WATER 2000 GALLON DSL $ 500.00 $ 1,499.00 $ 2,945.00 and After HoDelive a eotiated at time of rents 1. 46 Lowboy ra Her 110,000 I bs a pacify 25'9"length 55' xIopace N/A N/A N/A N/A N/A N/A $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 47 Equipment hailer 36,320 Ilk a pacrty 20'flat deck w/amps,3"p 610-1240 TRAILER FLATBED 40-49000 LB GVWR 210 667 1418 and After Hours Delivery are negotiated at time of rents 1. $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 48 Bulldozer one,medium Cat DS or John Deere 450K or similar 250-1140 DOZER WIDE TRACK 70-85 H P HOPS $ 617.00 $ 1,575.00 $ 3,804.00 and After Hours Delivery are negotiated at time of rents 1. 49 Forklift model H60FT diesel 8'forks,spreading fork option,sliding N/A N/A N/A N/A N/A N/A $125 per hour,pertmck load,each way.Tolk and permits not included.Outside Hauling 50 Forklift st ight mast,6,0001bscapacBy,42"-72"forks,sp res din 450-2240 WAREHOUSE FO RKLIFT 6000LB QUAD PNEU OF 217 551 1212 and After Hours Delivery are negotiated at time of rents 1. $125 per he,r,per tmck load,each way.Toll,and permits not included.Outside Hauling 51Tmck pickup 1/2 ton 4 WD gas 659-5050 TRUCK PICKUP 1/21 CREW 4WD GAS $ 129.00 $ 543.00 $ 1,340.00 a nd After Hours Delivery a re negotiated at time of rental. Page 2 of 2 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the ''other insurance'' clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Page 2 of 3 DocuSign Envelope ID:OD795833-FAAA-461 A-BD43-E291 CE7C2AB7 Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. BOND REQUIREMENTS: No bonds are required for this Agreement. 2023 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services - Services Performed Onsite 01/01/2023 Risk Management - Legal Dept. Page 3 of 3 0'� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 15, 2023 DATE: August 15, 2023 TO: Peter Zanoni, City Manager FROM: Drew Molly, P.E. Director of Water Systems and Support Services DrewMCa-)cctexas.com (361) 826-1853 Josh Chronley, Assistant Director of Finance — Procurement Josh C2(a)cctexas.com (361) 826-3169 Amendment No. 9 Utility Bill Printing, Mailing, and Insert Printing Services CAPTION: Motion authorizing execution of Amendment No. 9 to the service agreement with USIO Output Solutions, Inc., of San Antonio for an amount not to exceed $886,886.48, for a revised total amount of$5,391,462.14, to provide additional utility bill printing and mailing services, with FY 2023 funds of$221,722.00 from the Water Fund. SUMMARY: This motion would amend a service agreement for utility bill printing, mailing, and insert printing services for the Utility Billing Office. This would extend the current agreement through September 2024 without a change in the unit pricing from the original 2018 agreement. The unit pricing of $0.119 remains competitive based on vendors providing comparable services for other municipal utilities. BACKGROUND AND FINDINGS: The Utility Billing Office uses a Contractor for printing, folding, processing, and mailing of the City's utility bills, delinquent notices, and inserts. The current Contractor is USIO Solutions, Inc., formerly Information Management Solutions, LLC, with the processing facility in San Antonio. The original service agreement was procured through a competitive Request for Proposal for Utility Bill Printing, Mailing, and Insert Printing Services in 2018. Nine proposals were received and were evaluated under a pass/fail system. Then the qualifying firm was evaluated and scored according to the firm's experience and understanding of the scope of work according to the published point system as outlined in the RFP. The Proposers were also interviewed and scored based on the same published criteria, and a final score was developed. City staff recommended the award to USIO Solutions, Inc. (formerly Information Management Solutions, L.L.C) and have been providing these services since 2018. ALTERNATIVES: Do not approve Amendment. A new Request for Proposal would have to be issued. FISCAL IMPACT: Funds for this Amendment are budgeted in the Water Fund. FUNDING DETAIL: Fund: 4010 Water Fund Organization/Activity: 30010 Utility Billing Office Project # (CIP Only): n/a Account: 530000 Professional Services RECOMMENDATION: Staff recommends authorizing the execution of Amendment No. 9 as presented for continuity of service. LIST OF SUPPORTING DOCUMENTS: Amendment No. 9 DocuSign Envelope ID:22EC2429-DA99-4364-8FE6-031225FCF8FA uvo,�T— Amendment # 9 Finance & Procurement Date: May 15, 2023 Agreement #: 1578 — Utility Bill Printing, Mailing, and Insert Printing Services Contractor: USIO Output Solutions, Inc. Current Amount: $3,617,689.18 I. Corrects the service agreement's current amount listed in Amendment #8 from $3,617,689.18 to $4,504,575.66 which includes the amount approved for option year four and authorized in the renewal letter dated August 11, 2022 in the amount of $886,886.48. II. Section 2, Term, of the Agreement is amended by deleting the second sentence and replacing it to read as follows: "The parties may mutually extend the term of this Agreement for up to five additional twelve-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period." All other language in Section 2 remains unchanged. The Parties desire to authorize this final option, as specified in part II of this Amendment #9; effective upon execution of this Amendment and continuing through September 3, 2024. III. Section 3, Compensation and Payment, of the Agreement is amended by increasing the amount $886,886.48 for the 12-month extension authorized in part II of this Amendment #9; therefore, the revised total amount of the Agreement is $5,391,462.14. IV. This Amendment is effective upon the date of final execution by the parties, unless an earlier date is expressly stated within this document. To the extent that the provisions of this Amendment conflict with any provisions of the Agreement and prior amendments, if any, the provisions of this Amendment shall prevail and govern for all purposes and in all respects. DocuSigned by: E � 5/17/2023 �F.9DA&G5F�4F6... Josh Chronley Date Contractor Date Assistant Director, Finance & Procurement APPROVED AS TO LEGAL FORM: Assistant City Attorney Date 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 15, 2023 DATE: August 15, 2023 TO: Peter Zanoni, City Manager FROM: Alma Iris Casas, Interim Director of Finance & Procurement almac(a)cctexas.com (361) 826-3610 Judy Ann Villalon, City Treasurer i udyav(a-)cctexas.corri (361) 826-3651 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Arbitrage Compliance Services CAPTION: Motion authorizing execution of a five-year service agreement with Arbitrage Compliance Specialists, Inc., of Greenwood Village, Colorado, for$83,470.00, to provide arbitrage compliance services, with no funding required in FY 2023 and funding in future fiscal years subject to budget approval. SUMMARY: Arbitrage compliance services are required to ensure that tax-exempt proceeds received from the sales of bonds are in compliance with the rules and regulations prescribed by the Internal Revenue Service (IRS). BACKGROUND AND FINDINGS: The agreement provides arbitrage rebate compliance services related to reviewing the City's tax- exempt debt service funds, debt service reserve funds, capital projects funds, and other funds, into which tax-exempt proceeds may have been deposited. The contractor will also assist in the event of an Internal Revenue Service (IRS) inquiry or audit related to arbitrage issues. The current contract expires September 30, 2023. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Proposal (RFP 4682) to obtain qualified firms to provide arbitrage compliance services and received two responsive, responsible proposals which were evaluated by the City's evaluation committee. The two firms were interviewed according to technical and evaluation criteria on the Request for Proposals. The evaluation committee was comprised of three members from Finance, and Strategic Planning and Innovation, and proposals were evaluated against the published criteria in the RFP. The evaluation committee rated each proposer and was scored according to 1) firm's experience, 2) understanding the project scope, and finalist included 3) price. Final scores were tabulated for each firm to determine the highest-ranking firm offering the best value to the City. Staff is recommending award to Arbitrage Compliance Specialists, Inc, as the highest-ranking firm. Arbitrage Compliance Specialists, Inc. is the incumbent. There is a difference of $5,970 price increase from the previous contract. ALTERNATIVES: The alternative would be not to engage the contractor to perform these mandated services. This could present an issue of non-compliance with Internal Service Revenue (IRS) regulations. FISCAL IMPACT: There is no fiscal impact for FY 2023. All funding will be provided in the future through the annual budget process. FUNDING DETAIL: Fund: 1020 — General Fund Organization/Activity: 10751 —Accounting Operations Department: 59 — Finance and Procurement Project # (CIP Only): N/A Account: 530000 — Professional Services RECOMMENDATION: Staff recommend approval of this motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix RFP No. 4682 Arbitrage Compliance Services Sr. Buyer: Minerva Alvarado Proposal Evaluation Score Arbitrage Compliance BLX Group, LLC Specialist, Inc. Greenwood Village,CO Dallas,TX Minimum Qualifications Required five years in business No material lawsuits during last 5 years s s s s 1No outstanding regulatory issues last 5 years W aaa References Provided for firm �aa Minimum Qualification Pass/Fail Pass Pass Technical Proposal Firms'Experience 15 14.0 13.0 Team Experience 10 9.0 8.3 Understanding of Project Scope 10 9.3 9.3 Subtotal Technical Proposal 35.0 32.3 30.7 Interview Firms'Experience 10.0 9.0 8.3 Team's Identification 10.0 8.7 8.3 Understanding of Project Scope 10.0 9.7 8.0 Subtotal Interview 30.0 27.3 24.7 Pricing 35.0 35.0 11.9 Totall 100.0 1 94.7 67.2 DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D SC 00 � o� � SERVICE AGREEMENT NO. 4682 U Arbitrage Compliance Services yeapaonn!e 1852 THIS Arbitrage Compliance Services Agreement (''Agreement'') is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Arbitrage Compliance Specialists, Inc. ("Contractor''), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Arbitrage Compliance Services in response to Request for Bid/Proposal No. 4682 ("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 Arbitrage Compliance Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is five years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $83,470.00, subject to approved extensions and changes. Payment will be made Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Judy Ann Villalon Finance Department Phone: 361-826-3651 judyavCcctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Judy Ann Villalon City Treasurer 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3651 Fax: 361-826-3601 IF TO CONTRACTOR: Arbitrage Compliance Specialists, Inc. Attn: Doug Pahnke President 6041 S. Syracuse Way, #310, Greenwood Village, CO 801 1 1 Phone: 303-867-7526 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D Fax: 800-756-6505 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1 F72E1-4D41-4BB4-872C-5B296242F35D 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1 ,000,000 or that result in the expenditure of at least $1 ,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1 F72E1-4D41-4BB4-872C-5B296242F35D 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D CONTRACTOR DocuSigned by: Signature: �64 PAL41. Printed Name: Doug Pahnke Title: President Date: 6/30/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 4682 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D Attachment A: Scope of Work 1.1 General Requirements The Contractor shall provide Arbitrage Compliance Services as required to ensure compliance with Section 148 of the Tax Code and Treasury regulations as amended, and assist the City in the event of an Internal Revenue Service (IRS) inquiry or audit related to arbitrage issues. The City is required to calculate interest earned on invested tax-exempted bond proceeds fund balances to determine the arbitrage rebate amount due to the IRS. The purpose of this scope is to establish parameters within which the Contractor is to provide Arbitrage Rebate Compliance Services related to reviewing the City's tax-exempt debt service funds, debts service reserve funds, capital projects funds, and other funds, into which tax exempt proceeds may be been deposited. 1.2 Scope of Work A. The Contractor shall perform all required calculations including a calculation of arbitrage yield, arbitrage liability and yield restriction requirements not less than annually for each issue of outstanding obligations of the City. B. The Contractor shall create and maintain records necessary to determine arbitrage liability, if any, on outstanding obligations of the City. C. The Contractor shall review reports of investment and expenditure of bond proceeds as necessary to ensure compliance with the IRS. D. The Contractor shall assist the City in preparing or causing to be prepared any schedules, reports, or records necessary to perform or support a calculation of arbitrage liability. E. The Contractor shall provide the City a report of the calculations (including supporting documentation) of arbitrage liability within 90 days after the end of the fiscal year (fiscal year ends September 30). F. The Contractor shall prepare transmittals and forms necessary to report and pay arbitrage liability on time. G. The Contractor shall assist the City in providing information and guidance to the City's client agencies as may be necessary from time to time to DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D improve record-keeping and monitoring required for compliance with the IRS. H. The Contractor shall provide advice and recommendations to the City concerning unique or extraordinary compliance issues that may arise from time to time. I. The Contractor shall review opportunities and recommend options to minimize existing liabilities or increase retainable earnings. J. The Contractor shall provide updates to staff regarding changes to IRS regulations regarding arbitrage rebate. K. The Contractor shall analyze and prepare post issuance financial calculations (arbitrage) to ensure compliance with IRS regulations. 1.3 IRS Inquire or Audit Assistance The Contractor shall assist and represent the City as necessary in the event of an IRS inquiry or audit. This work will be compensated on a loaded hourly rate basis. The loaded rate includes all compensation for these services. No additional costs will be allowed. 1.4 Special Information A. Bond proceeds are commingled. B. Bond proceeds are managed by the City and invested in compliance with the City's Investment Policy. C. Reports are current for all bond issuances and will be available for review. All necessary information will be provided for the awarded Contractor. DocuSign Envelope ID:6F1F72E1-4D41-413134-872C-513296242F35D mus C� Attachment B: Bid/Pricing Schedule w° CITY OF CORPUS CHRISTI Pricing Form v CONTRACTS AND PROCUREMENT �GOfl P ORD, 1$52 RFP No. 4682 Arbitrage Compliance Services PAGE 1 OF 2 DATE: May 2, 2023 Arbitrage Compliance Specialists, Inc. w4z�l PROPOSER AUTHORI ED SIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Provide your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Proposer has incorporated any changes issued through Addenda to the RFP in this pricing. Item Delivery Size Issue Description Unit Cost Cost Cost Cost Cost Date Year 1 Year 2 Year 3 Year 4 Year 5 1 2/23/2012 7,390,000 2012 PPFCO EA None, ro eeds spent and debt se ice is bona-fide 2 8/2/2012 29,075,000 2012 Seawall Project EA Not req'd. Not req'd. Not req'd. $495.00 Not req'd. 3 9/27/2012 8,340,000 2012A Improv Airport Ref GO EA $495.00 matured matured matured matured 4 12/27/2012 90,770,000 2012A Junior Lien Rev Refd EA $495.00 $495.00 $495.00 $495.00 $495.00 5 12/27/2012 58,815,000 2012A.5 Utl Junior Lien Rev Refdg EA See item#4 fee,all bonds part of tsame"issu " 6 12/27/2012 69,085,000 2012B Utl Junior Lien Ref Ref EA See item#4 fee all bo ids part of tsame"issu " 7 7/31/2013 82,025,000 2013 Improv GO EA $495.00 matured matured matured matured 8 12/19/2013 97,930,000 2013 Utl Improvement Bonds Jr Lien EA $495.00 $495.00 $495.00 $495.00 matured 9 2/6/2014 30,555,000 2014 Arena Project EA $495.00 $495.00 $495.00 matured matured 10 5/16/2014 9,000,000 2014 PPFCO EA $495.00 1 $495.00 $495.00 $495.00 matured 11 10/1/2015 61,015,000 2015 Gen Im ry Refdg Bond EA $495.00 $495.00 $495.00 $495.00 $495.00 12 8/27/2015 90,520,000 2015 General Improvement EA $495.00 $495.00 $495.00 $495.00 $495.00 13 1/15/2015 2,600,000 2015 Marina Rev Taxable EA Not re 'd. Not re 'd. Not re 'd. Not re 'd. Not re 'd. 14 9/15/2015 62,785,000 2015 NRA EA $350.00 $350.00 $350.00 $350.00 $350.00 15 10/1/2015 10,020,000 2015 Taxable CO Landfill EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. 16 4/23/2015 93,600,000 2015A Utility Jr Lien Rev EA $495.00 1 $495.00 $495.00 $495.00 $495.00 17 7/22/2015 101,385,000 2015C Utl Jr Lien Revenue EA $495.00 $495.00 $495.00 $495.00 $495.00 18 7/22/2015 46,990,000 2015D Util Jr Lien Rev Refdg EA See item#17 fee,all bonds part oft a same"is e" 19 1/14/2016 2,000,000 2016 Facility CO EA $495.00 $495.00 $495.00 $495.00 $495.00 20 7/1/2016 16,130,000 2016 Gen Im ry Refdg Bonds EA $495.00 $495.00 $495.00 $495.00 $495.00 21 8/25/2016 80,415,000 2016 Util Jr Lien Refd EA $495.00 $495.00 $495.00 $495.00 $495.00 22 8/11/2016 16,430,000 2016A Tax&Limited Pledge CO EA I See item 20 fee,all bonds part oft a same"iss e" 23 12/5/2016 7,365,000 2016A General Improvement EA $495.00 $495.00 $495.00 $495.00 matured Refunding TMPC 24 8/23/2017 2,500,000 2017 Comb Tax&Limited Pldg EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. Revenue CO-Landfill 25 5/2/2017 51,215,000 2017 Utl Jr Lien Rev Refdg Bonds- EA $495.00 $495.00 $495.00 $495.00 $495.00 TWDB 26 12/21/2017 2,750,000 2017 Jr Ln Rev Imp TWDB SWIRFT EA 495.00 495.00 495.00 1 matured matured 27 1 6/14/2018 16,355,000 2018 General Improvement EA 495.00 495.00 495.00 495.00 $495.00 28 1 6/14/2018 14,315,000 2018A Tax&Ltd Pld CO-Street EA I See item 127 fee all b nds part oft the same"iss e" DocuSign Envelope ID:6F1 F72E1-4D41-4BB4-872C-5B296242F35D 29 6/14/2018 7,490,000 2018B Tax&Ltd Pld CO-Landfill EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. 30 3/1/2018 34,835,000 2018 Utl Sub Ln Rev Refdg TWDB EA $495.00 $495.00 $495.00 $495.00 $495.00 31 9/30/2019 8,740,000 2019A General Imp Refd EA $495.00 $495.00 $495.00 $495.00 $495.00 32 9/30/2019 3,900,000 20196 General Imp Refdg,Taxable- EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. Airport 33 9/15/2019 93,425,000 2019 Utility Sys Jr Lien Rev Imp& EA $495.00 $495.00 $495.00 $495.00 $495.00 Refd 34 7/15/2020 80,385,000 2020A General Imp EA $495.00 $495.00 $495.00 $495.00 $495.00 35 7/22/2020 133,765,000 2020A Utl Jr Ln Rev Imp&Refd EA $495.00 $495.00 $495.00 $495.00 $495.00 36 12/2/2020 26,595,000 2020B General Imp Refdg EA See item 434 fee,all bonds part of t e same"iss e" 37 7/22/2020 183,635,000 2020B Utl Jr Ln Rev Refdg taxable EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. 38 7/15/2020 67,320,000 2020C General Imp Refd ,taxable EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. 39 11/10/2020 11,425,000 2020C Utl Jr Ln Rev Imp TWDB EA $495.00 $495.00 $495.00 $495.00 $495.00 SWI RFT 40 9/22/2021 8,485,000 2021A Comb Tax&Ltd PIdg Rev CO EA $495.00 $495.00 $495.00 $495.00 $495.00 41 3/29/2021 35,000,000 2021A Utl Jr Ln Revenue Notes EA $495.00 $495.00 $495.00 $495.00 $495.00 42 9/22/2021 8,940,000 2021 B Comb Tax&Ltd Pldg CO, EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. taxable 43 9/22/2021 40,040,000 2021C General Imp Refd ,taxable EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. 44 12/8/2021 10,265,000 2021 D General Imp Refdg EA See item 4 40 fee,all bonds part of tl a same"iss e" 45 9/22/2021 1,985,000 2021E General Imp Refd AMT EA $495.00 $495.00 $495.00 $495.00 $495.00 46 6/22/2022 3,561,000 2022A Utl Jr Ln Rev Imp(TWDB EA CWSRF $495.00 $495.00 $495.00 $495.00 $495.00 47 7/27/2022 10,205,000 2022A Comb Tax&Ltd PIg Rev CO EA $495.00 $495.00 $495.00 $495.00 $495.00 48 7/27/2022 92,465,000 2022B Utl Jr Ln Rev Imp EA $495.00 495.00 $495.00 $495.00 $495.00 49 7/27/2022 9,160,000 20226 Comb Tax&Ltd Plg Rev CO, EA Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. taxable 50 7/27/2022 36,365,000 2022C General Improvement EA See item 4 47 fee all b nds part of t e same"iss e" 51 3/15/2023 9,510,000 2023 CCBJD Sales Tax Revenue EA Refundin Bonds,taxable Not req'd. Not req'd. Not req'd. Not req'd. Not req'd. Total Per Year $14,705 $13,715 $13,715 $13,220 $11,240 Item Description Unit of Measure Loaded Rate Years 1 -5 52 Loaded Hourly Rate for Assistance with IRS Related Issues- 25 Hours per year $0.00(for reports completed by ACS) As needed $135/hr.(for reports not completed by ACS) *Please Note:The"Total Per Year"columns do not include any contingency for any future bond issues that the City will also want to be calculated.Any future bonds issued will also have a$495 per bond,per year fee. DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D Attachment C: Insurance and Bond Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1 . Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administer a copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) $2,000,000 Aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be at or prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 3. In the event of accidents of any kind related to this contract, Contractor shall furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1 . 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 at least A- with a Financial Size Category of Class VII or higher. 2. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager DocuSign Envelope ID:6F1F72E1-4D41-4664-872C-5B296242F35D P.O. Box 9277 Corpus Christi, TX 78469-9277 3. Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. 4. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 5. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 6. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 7. Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 8. The insurance required is in addition to and separate from any other obligation contained in this contract. 2023 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services O1/01/2023 Risk Management - Legal Dept. No Bonds are required for this service agreement. DocuSign Envelope ID:6F1 F72E1-4D41-4BB4-872C-5B296242F35D Attachment D: Warranty Requirements No warranty is required for this service. Page 1 of 1 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: August 15, 2023 Legistar Number: 23-1127 Agenda Item: Motion authorizing execution of a five-year service agreement with Arbitrage Compliance Specialists, Inc., of Greenwood Village, Colorado, for $83,470.00, to provide arbitrage compliance services, with no funding required in FY 2023 and funding in future fiscal years subject to budget approval. Amount Required: .00 Fund Name Accounting Unit Account No. Activity No. Amount Total $.00 ❑8 Certification Not Required Director of Financial Services Date: 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 15, 2023 DATE: August 15, 2023 TO: Peter Zanoni, City Manager FROM: Alma I. Casas, Interim Director of Finance and Procurement AlmaC(u-)cctexas.com (361) 826-3610 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Municipal Lease Line of Credit CAPTION: Motion authorizing the execution of a five-year master lease-purchase financing agreement with JP Morgan Chase Bank, N.A., of Chicago, Illinois, for annual vehicle and machinery acquisitions of approximately $19,164,137.81 , with no funding required for FY 2023 and future funding subject to budget approval. SUMMARY: The City uses municipal lease purchase financing to fund equipment and rolling stock replacement needs. BACKGROUND AND FINDINGS: As equipment is requisitioned to be purchased, financing for the purchases is provided through this lease line of credit agreement. An estimated $19,164,137.81 worth of equipment is projected to be purchased over the first year of the five-year period of this agreement. The lease line of credit is the instrument to be used for payment on high dollar capital items over$50,000; all items over $50,000 will be presented to City Council for recommendation for an award. The actual interest rate will fluctuate throughout the term of the contract based on the index rate at the time of the purchase. On August 1 , 2023, the interest rate for a 60-month lease was 4.41%. However, once the agreement is in place, it will begin with an interest rate of 4.17%. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Proposal to obtain qualified firms to provide a municipal lease line of credit. Three responsive, responsible proposals were received, which were evaluated by the City's evaluation committee. The top two firms were interviewed according to technical and evaluation criteria on the Request for Proposals. The evaluation committee was comprised of three members from Finance, Budget, and the Assistant Director of Support Services of Solid Waste. Proposals were evaluated against the published criteria in the RFP. The evaluation committee rated each proposer and was scored according to 1) firm's experience, 2) team experience, 3) understanding the project scope, and finalist included 4) price. Final scores were tabulated for each firm to determine the highest- ranking firm offering the best value to the City. Staff is recommending award to JPMorgan Chase Bank, N.A., as the highest-ranking firm. ALTERNATIVES: The alternative is not to approve the agreement. However, that would hinder City operations. FISCAL IMPACT: There is no fiscal impact for FY 2023. The funds are budgeted in multiple City departments in FY 2024. FUNDING DETAIL: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Master Lease-Purchase Financing Agreement Evaluation Matrix Summary RFP No.4653 Municipal Lease Line of Credit Sr. Buyer: Minerva Alvarado Proposal Evaluation Score JP Morgan Frost Bank BankFunding LLC Minimum Qualifications Required five years in business No material lawsuits during last 5 years as as as as 8888'' No outstanding regulatory issues last 5 years 88 88 88 88 8 References Provided for firm - MASTER LEASE-PURCHASE FINANCING AGREEMENT BETWEEN The City of Corpus Christi, as Lessee And Lessor THIS MASTER LEASE-PURCHASE FINANCING AGREEMENT (the Agreement), is by and between (Lessor) and the City of Corpus Christi, a political subdivision of the State of Texas as lessee (City), whose address is 1201 Leopard, Corpus Christi, Nueces County, Texas 78401 . WITNESSETH: WHEREAS, the City is authorized by law to acquire such items of personal property as are needed to carry out its governmental functions, and to acquire such personal property by entering into a lease with the option to purchase; and WHEREAS, the City has determined that it is necessary for it to acquire under this Agreement certain items of personal property described herein as the Property; and WHEREAS, Lessor is willing to lease certain Property to the City pursuant to this Agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein City and Lessor hereto recite and agree as follows: ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1 Definitions. The terms defined in this Section, for all purposes of the Agreement, have the following meanings: Additional Terms: Consecutive terms, each of a one-year fiscal period, forwhich a Lease with respect to a Property Group remains in effect unless terminated by City. Each Additional Term commences at the end of the Original Term or the preceding Additional Term and continues for a period within which all of the Lease Payments specified in Exhibit B will be paid as provided in Section 5.1 . Page 1 of 39 Agreement: The Master Lease-Purchase Financing Agreement and all Exhibits hereto. Business Day: Each day on which the City is open for business. Contractor: Each manufacturer or vendor from whom the City has ordered or contracted for the manufacture, delivery and/or installation of the Property. Contract Administrator: The City's designated representative for administering this Agreement is Director of Finance or designee. Event of Taxability: A determination that the interest portion of Lease Payments is included for federal income tax purposes in the gross income of Lessor due to City's action or failure to take action, including the breach of covenants set forth herein. An Event of Taxability occurs upon the earlies of: (1) the happening of any event which may cause such Event of Taxability, or (2) Lessor's payment to the applicable taxing authority of the tax increase resulting from such Event of Taxability, or (3) the adjustment of Lessor's tax return to reflect such Event of Taxability, or (4) the date as of which the interest portion of the Lease Payments is determined by the Internal Revenue Service to be includable in the gross income of Lessor for federal income tax purposes. Fiscal Year: The 12-month fiscal period of the City which commences annually on October 1 and ends on the following September 30. Independent Counsel: An attorney duly admitted to the practice of law before the highest court of Texas. Interest: The portion of any Lease Payment designated as and comprising interest as shown in any Exhibit B hereto. Lease: With respect to each Property Group, this Agreement and the Schedule relating thereto, shall constitute a separate contract relating to such Property Group. Lease Payment: The payment of Principal and Interest due from the City to Lessor on each Payment Date as shown on each Exhibit B. Page 2 of 39 Lease Term: With respect to any Property Group, the Original Term and all Additional Terms during which the related Lease is in effect as specified in Section 4.4. Net Proceeds: Any insurance proceeds or condemnation award, paid with respect to any Property, remaining after payment therefrom of all expenses incurred in the collection thereof. Non-appropriation Event: The failure of the City Council of the City to appropriate money for any Fiscal Year sufficient for the continued performance of a Lease by the City with respect to the related Property Group, which may be evidenced by a budget ordinance or resolution which prohibits the City from using any monies to pay the Lease Payments due under such Lease with respect to such Property Group for a designated Fiscal Year. Original Term: The period from the date of execution of an Exhibit A with respect to a Property Group until the end of the then-current Fiscal Year. Payment Date: The date upon which any Lease Payment is due and payable as provided in any Exhibit B. Permitted Encumbrances: As of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to the provisions of Section 7.3 hereof, permit to remain unpaid, (ii) this Agreement and amendments hereto, (iii) Lessor's interest in the Property, or (iv) any mechanic's, laborer's, material men's, supplier's or vendor's lien or right not filled or perfected in the manner prescribed by law, other than any lien arising through a Contractor or which the City may, pursuant to Article 8, hereof, permit to remain unpaid. Principal: The portion of any Lease Payment designated as principal in any Exhibit B hereto. Property: Individually or collectively as the context requires, the personal property designated by the City, which is described in one or more Exhibit A as now or hereafter constituted. The City may lease-purchase all equipment it determines necessary to provide essential services, which includes computer hardware and software. Property Group: The Property listed on any Exhibit A comprising a single purchase of a group of items, equipment or associated products. Page 3 of 39 Purchase Option Price: With respect to a Property Group listed on any single Exhibit A, the amount designated and set forth opposite each Payment Date in the Exhibit B relating to such Property Group. Schedule: A schedule consisting of separate, but like-numbered pages of Exhibits A and B which have been completed with respect to a Property Group and executed by Lessor and City. Specifications: The procurement specifications and/or purchase order pursuant to which the City has ordered any Property from a Contractor. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Agreement. Exhibit A: Property Group Description. Each Lease will have consecutively numbered Exhibit A forms. Each Exhibit A will describe the Property Group for its Lease, including serial numbers when available, on consecutively numbered pages. A sample Exhibit A is attached and incorporated. Exhibit B: Lease Payment Schedule. Each Lease will have consecutively numbered Exhibit B forms. Each Exhibit B will contain the date and amount of each Lease Payment due for the corresponding Exhibit A Property Group, the amount of each Lease Payment allocating Principal and Interest, the price at which City may exercise its Article 10 option to purchase Lessor's interest in each Property Group, and the due date of each Lease Payment. Exhibit C: Certificate of Acceptance. A Certificate of Acceptance signed by the Contract Administrator indicating that the Property Group described therein has been delivered and installed in accordance with the Specifications, and has been accepted by the City, the date on which Lease Payments shown in the page of Exhibit B relating thereto commences, and that certain other requirements have been met by the City. A sample Exhibit C is attached and incorporated. Exhibit D: Opinion of Counsel. A form of opinion of counsel to the City as to the organization, nature, and powers of the City; the validity, execution, and delivery of this Agreement and various related documents; the absence of litigation; and related matters. A sample Exhibit D is attached and incorporated. Exhibit E: Requisition Report. City shall furnish Lessor a Requisition Report prior to issuing a procurement for any Property Group unless the item is on Page 4 of 39 Exhibit F, Approved Property List. The parties agree that no Requisition Report shall be required for Property listed on the Approved Property List. Each Requisition Report will include the proposed Property Group, an estimated price for each piece of Property, the budgeted amount for each piece of Property, the desired number of Lease Payments, and any other information that City's Contract Administrator and an authorized agent of Lessor mutually agree to add to the Requisition Report. A sample Requisition Report is attached as Exhibit E. Exhibit F: Approved Property List. City will furnish Lessor an Approved Property List listing all Property budgeted for lease-purchase in the beginning of every fiscal year. Lessor approves the lease-purchase of all Property listed on the Approved Property List by bidding on and signing this contract. City will furnish Lessor's Agent a new Approved Property List by October 15th annually, which will list all Property budgeted for lease-purchase during subsequent fiscal years. Exhibit F will contain the following funding conditions: The initial Approved Property List is attached as Exhibit F and incorporated by reference. Each Exhibit F will contain the following representations made by City: (a) No material adverse change has occurred in the Code. (b) No material adverse change has occurred in the financial condition of City. (c) All representations and warranties of City in the Agreement remain true, accurate and complete. (d) No event of default has occurred and is continuing under the Agreement. Section 1.3. Additional Documents. The following additional documents shall be provided by City to Lessor, in form reasonable satisfactory to Lessor, prior to any funding under this Agreement: Lease Schedule; Auto-debit Form; Certificate of Incumbency; Proceeds Disbursement Authorization; and resolutions of City authorizing the transactions hereunder. ARTICLE 2. REPRESENTATION, CONVENANTS AND WARRANTIES Section 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants, and warrants as follows: Page 5 of 39 (a)The City is a municipal corporation and political subdivision of Texas, duly organized and existing under the Constitution and laws of the State. (b)The City is authorized under the Constitution and laws of Texas to enter into this Agreement and the transactions contemplated hereby, and to perform all of its obligations hereunder. (c)The City Manager, or designee, has been duly authorized to execute and deliver this Agreement by the official action of the City's governing body, the City Council. (d) In authorizing and executing this Agreement, the City has complied and/or will comply with all public bidding laws applicable to this Agreement and the acquisition of the Property by the City. (e)The City will not pledge, mortgage or assign this Agreement, or its duties and obligations hereunder to any other person, firm or corporation, except as provided under the terms of this Agreement. (f) The City will use the Property during the Lease Term only to perform essential governmental functions devoted exclusively to public uses. (g) Upon the request and direction of Lessor, the City will take all affirmative actions legally within its power necessary to ensure that the interest portion of the Lease Payments does not become included in the gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and Treasury Regulations promulgated thereunder (the Regulations). (h) Within five Business Days of final acceptance of each Property Group by the Contract Administrator, after delivery and installation of that Property Group, the City will provide to Lessor a completed and executed copy of Exhibit C, Certificate of Acceptance, corresponding to that Property Group, together with completed and executed copies of the related Exhibits A and B. (i) Upon the execution of this Agreement, the City will provide the Lessor an opinion of its legal counsel in substantially the form of Exhibit D. Page 6 of 39 (j) Upon the request and direction of Lessor, the City will submit to the Secretary of the Treasury an information reporting statement at the time and in the form required by the Code and Regulations. (k) The City shall take appropriate official action by its governing body to approve the acquisition and financing of any Property Group under the terms and conditions of this Agreement. (1) The execution, delivery, and performance by the City of its obligations under this Agreement will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which the City is a party or by which the City's properties may be bound or affected. Section 2.2. Representation, Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor is a national banking association formed under the laws of the United States and authorized to transact business in the state of Texas; has power to enter into this Agreement; is possessed of full power to own and hold personal property and to lease the same; engages in the leasing of personal property such as the Property in the ordinary course of business; and has duly authorized the execution and delivery of this Agreement and all addenda thereto. (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or instrument to which Lessor is now a party or by which Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Property, except Permitted Encumbrances. (c) Lessor must not issue Certificates of Participation and Lessor agrees that City shall not be required to provide any disclosure information under Securities & Exchange Commission Rule 15(c)2-12. Page 7 of 39 ARTICLE 3. LEASE OF PROPERTY Section 3.1. Acquisition of Property. During this Agreement when City desires to lease a Property Group from Lessor, the Contract Administrator shall complete an Exhibit E, which includes the Property Group, an estimated price for each piece of Property, the budgeted amount for the Property Group and the desired number of Lease Payments for the Property Group. For any property not on the annually approved Exhibit F, Lessor must advise the Contract Administrator in writing whether Lessor will lease the Property Group to City within three business days after receipt of a completed Exhibit E. City will initiate the procurement process to purchase the Property Group. Upon receipt of bids and award by City Council of a contract to purchase, City shall notify Lessor in writing of the Property Group cost and estimated delivery period and Lessor shall execute an Exhibit A, numbered with the assigned Lease Number, and forward it to the Contract Administrator. If City so desires, or if Lessor chooses not to lease a Property Group to City or chooses not to lease for the number of Lease Payments the City requested, City may lease the Property Group from anyone else it chooses. Section 3.2. Property Delivery; Documentation. Upon Lessor's written approval of an Exhibit E, Lessor shall provide City with an assigned Lease Number and the Contract Administrator will prepare working file copies of Exhibits A and B, and forward a copy of each to Lessor's designated representative. After delivery of a Property Group to City, City staff shall inspect the Property Group for compliance with Specifications. Within three business days after the Contract Administrator receives staff's written acceptance of the Property Group, the City will complete the previously furnished Exhibits A and B and will provide Lessor a completed and executed Exhibit C (Certificate of Acceptance). Lessor must pay a Contractor, or reimburse City for any payment it made to a Contractor, for a Property Group on the same day that the Lease Payment Schedule Exhibit B begins, which must be within five business days after receipt and Lessor's approval of all documents from the City and upon determination by Lessor that the following funding conditions have been met. The Contract Administrator must provide Lessor, in a form satisfactory to Lessor, the following: (a) An Exhibit A and Exhibit B executed by City and Lessor; (b) An Exhibit C executed by City; Page 8 of 39 (c) A motion, or other evidence, showing official action taken by the City Council to authorize acquisition of the Property Group on the terms provided in Exhibit A; (d) Contractor invoice(s) and/or bill(s) of sale relating to the Property Group, and if the invoices have been paid by City, evidence of payment thereof, and if applicable, evidence of official intent to reimburse such payment as required by the Regulations; (e) As applicable, financing statements executed by City as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application if any of the Property Group is subject to certificate of title laws; (f) A completed and executed Form 8038-G or -GC or evidence of filing thereof with the Secretary of the Treasury; and (g) Any other documents or items reasonably required by Lessor. Simultaneously with the delivery of the Property Group, Lessor shall cooperate with the City and the City shall take all actions necessary to vest legal title to the Property Group in the City, and to perfect a security interest therein in favor of Lessor or a person, firm or corporation designated by Lessor. Within five business days of Lessor's receipt and approval of the documents listed above in (a)-(g) in form and substance satisfactory to Lessor, Lessor shall make full payment to Contractor(s) of all funds applicable to the accepted Property Groups by either wire transfer or overnight delivery of a check at the direction of the Contract Administrator. If the escrow agreement described in Section 3.6 is utilized, Lessor will consent to a disbursement from the escrow account for payment of all funds applicable to the accepted Property Group upon Lessor's receipt of the documents listed in (a)-(g) above in form and substance satisfactory to Lessor. Section 3.3. Lease. Lessor hereby leases all Property made subject to this Agreement to the City, and the City hereby leases such Property from Lessor, upon the terms and conditions set forth in the Lease and this Agreement. Section 3.4. Possession and Enioyment. Lessor hereby covenants to provide the City, during the Term of this Agreement, with the quiet use and enjoyment of the Property, and the City will, during the Term of this Agreement, Page 9 of 39 peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Lessor will, at the request of the City and at the City's cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent Lessor lawfully may do so. Section 3.5. Lessor's Access to Property. The City agrees that Lessor may, at all reasonable times, examine and inspect the Property. The City further agrees that Lessor will have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by the City to perform its obligations hereunder. Section 3.6. Alternative Procedure; Escrow Agreement. Notwithstanding the provisions of Section 3.2, upon agreement by Lessor and City as to any Property Group to be acquired and leased by City under this Agreement, Lessor and City may enter into an escrow agreement in form and substance, and with an escrow agent, mutually satisfactory to the parties. If Lessor wishes to enter into an escrow agreement for any Property Group and the parties cannot agree on acceptable terms for the escrow agreement, or the Lessor refuses to provide an escrow account, the City may acquire the Property Group using other funding, outside of this Agreement. ARTICLE 4. TERM OF MASTER LEASE-PURCHASE AGREEMENT AND LEASES Section 4.1. Agreement Term. This Agreement will be in effect commencing upon the issuance of a notice to proceed for a period of five years; provided that any Lease for a Property Group will remain in effect for a Term commencing upon its date of execution and ending as provided in Section 4.4. Lessor has no obligation to fund future Property Group acquisitions if the City terminates a Lease or defaults, or if such property is not on the annually approved Exhibit F. Section 4.2. Non-Appropriation Termination of Lease by the City. The Lease, with respect to a particular Property Group, will be in effect for the Original Term and for each of the Additional Terms shown in Exhibit B, unless terminated prior thereto by City as provided in this Section. Immediately upon a Non- Appropriation Event, City shall give written notice to Lessor to terminate such Lease and in such event, the Lease with respect to the related Property Group will terminate at the end of such Original Term or Additional Term then in effect as of the date of the City's written notice of termination. The City may effect such termination by giving Lessor such written notice and by paying to Lessor any Lease Payments and other amounts due under such Lease which have not been paid Page 10 of 39 at or the end of the then-current Original Term or Additional Term. In the event of termination of a Lease, the City will comply with the instructions of Lessor pursuant to Section 12.3. Section 4.3. Effect of Lease Termination. Upon termination of a Lease due to a Non-Appropriation Event with respect to the related Property Group, the City will not be responsible for the payment of any additional Lease Payments coming due with respect to succeeding Fiscal Years. If, however, the City has not delivered possession and conveyed to Lessor or released its interest in the Property Group within ten days after the date of termination, the termination will nevertheless be effective, but the City will be responsible for the payment of damages equal to the amount of the Lease Payments thereafter coming due under the page of Exhibit B attributable to the number of days after such ten-day period during which the City fails to take such actions and for any other loss suffered by Lessor as a result of the City's failure to take such actions as required. Section 4.4. Termination of Lease Term. The Term of each Lease will terminate upon the occurrence of the first of the following events: (a) The termination thereof by the City with respect to the related Property Group due to a Non-Appropriation Event in accordance with Section 4.2; (b) The exercise by the City of its option to purchase Lessor's interest in the related Property Group and payment of all sums related thereto pursuant to Article 10; (c) A default by the City with respect to the related Property Group and Lessor's election to terminate the Lease with respect to such Property Group pursuant to Article 12; or (d) The payment by the City of all Lease Payments and all other amounts authorized or required to be paid by the City hereunder with respect to the related Property Group. Section 4.5. Termination of Agreement. Either Lessor or City may terminate this Agreement as to any further financings hereunder after the expiration of the initial five-year term. Notwithstanding the termination, the Agreement will remain in full force and effect with respect to Leases outstanding as of the date of such termination, and such Leases may terminate only as provided in Section 4.4 herein. Page 11 of 39 ARTICLES. LEASE PAYMENTS Section 5.1. Lease Payments. City agrees to pay Lease Payments during this Agreement in the amounts specified in each Exhibit B. Lessor shall invoice City monthly with each invoice stating the Property Group Lease number (A-_) and Lease Payment for each Property Group for which payment is invoiced. Using a format agreed to by the Contract Administrator and Lessor's authorized representative, City shall make monthly payments on the first business day of each month; however, the Contract Administrator reserves the right to change the payment date for future Leases on 90 days' advance notice to Lessor. All Lease Payments must be paid to Lessor at its offices at the address specified in the first paragraph of this Agreement, or to such other person(s) or entity(ies) to which Lessor has assigned such Lease Payments as specified in Article 11, at such place as such assignee may designate by written notice to the Contract Administrator. The City shall pay the Lease Payments exclusively from monies legally available therefor, in lawful money of the United States of America. Interest, with respect to the Lease Payments for any Property Group, accrues from the date of Lessor's payment to Contractor or, if the escrow agreement described in Section 3.6 is utilized, from the date of Lessor's deposit of funds with the escrow agent. Section 5.2. Current Expense. The obligations of the City under this Agreement, including its obligation to pay the Lease Payments due with respect to the Property, in any Fiscal Year for which this Agreement is in effect, constitutes a current expense of the City for such Fiscal Year and does not constitute an indebtedness of the City within the meaning of the constitution and laws of Texas. Nothing herein constitutes a pledge by the City of any taxes or other monies, other than monies currently appropriated from time to time by or for the benefit of the City in the annual budget of the City and the proceeds or Net Proceeds of the Property, to the payment of any Lease Payment or other amount coming due hereunder. Section 5.3. Interest Comaonent. A portion of each Lease Payment is paid as and represents the payment of Interest. Exhibit B sets forth the Interest component of each Lease Payment. The interest rate shall not exceed the then maximum rate allowed for similar governmental obligations pursuant to Chapter 1204 of the Texas Government Code, as amended, or such other applicable laws in effect as of the date of the Schedule. Lessor agrees that the interest component for each Property Group be established as follows: Page 12 of 39 Amortization Period Applicable Interest Rate 12 Months 61 .48 basis points over the (1 Yr. SOFR Swap x 79%) 18 Months 42.78 basis points over the (1 Yr. SOFR Swap x 79%) 24 Months 52.48 basis points over the (1 Yr. SOFR Swap x 79%) 30 Months 40.88 basis points over the (1 Yr. SOFR Swap x 79%) 36 Months 64.53 basis points over the (2 Yr. SOFR Swap x 79%) 42 Months 54.53 basis points over the (2 Yr. SOFR Swap x 79%) 48 Months 47.03 basis points over the (2 Yr. SOFR Swap x 79%) 60 Months 68.55 basis points over the (3 Yr. SOFR Swap x 79%) 72 Months 64.05 basis points over the (3 Yr. SOFR Swap x 79%) 84 Months 87.33 basis points over the (4 Yr. SOFR Swap x 79%) 120 Months 104.03 basis points over the (5 Yr. SOFR Swap x 79%) The interest rate will be calculated on the basis of a 360-day year. Section 5.4. Lease Payments to be Unconditional. The obligation of the City to make Lease Payments or any other payments required hereunder during a Lease Term is absolute and unconditional in all events, subject to non-appropriation. Notwithstanding any dispute between the City and Lessor or any other person, the City shall make all Lease Payments when due and shall not withhold any Lease Payment pending final resolution of such dispute nor shall the City assert any right of set-off or counterclaim against its obligation to make such Lease Payments required under this Agreement or any Lease. The City's obligation to make Lease Payments during any Lease Term shall not be abated through accident or unforeseen circumstances. However, nothing herein may be construed to release Lessor from the performance of its obligations hereunder; and if Lessor fails to perform any such obligation, the City may institute such legal action against Lessor as the City may deem necessary to compel the performance of such obligations or to recover damages therefor. Page 13 of 39 Section 5.5. No Prepayment Penalty. So long as no default then exists under this Agreement, the City reserves the right to pre-pay any Property Group in full without paying any pre-payment penalty by giving Lessor at least 20 days priorwritten notice (the "Notice Period"). If the City elects to pre-pay under a Lease, City shall pay to Lessor on the Payment Date following the Notice Period (the "Prepayment Date") the total of the following: (a) all accrued Lease Payments interest, taxes, late charges and other amounts then due and payable under the Lease with respect to the Property Group; plus (b) the remaining principal balance payable by City under the Lease as of said Prepayment Date. The City may not exercise its prepayment rights under this section during the first 12 months of the applicable Lease Term. Section 5.6. No Other Fees. Other than as specifically provided in this Agreement, the City will pay Lessor no other fees than the Interest and Principal as set out herein. ARTICLE 6. ACTIONS ARISING OUT OF PROPERTY USE: DAMAGE OR DESTRUCTION OF PROPERTY; INSURANCE Section 6.1. To the extent permitted by Texas law, the City agrees to indemnify, protect, save and keep harmless Lessor from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs, and expenses (including reasonable attorneys' fees) of whatsoever kind or nature, imposed on, incurred by, or asserted against Lessor that in any way relate to or arise out of the possession, use, operation, condition or storage of any Property by the City, unless caused by Lessor or its agents. The City shall not be required to pay any federal, state, or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate or other similar tax payable by Lessor, its successors or assigns. The City's obligations under this section shall survive any expiration or earlier termination of any Lease. Section 6.2. Damage to or Destruction of Property. If after delivery of any Property to the City, such Property is lost. stolen, destroyed, or damaged beyond repair (a ''Loss''), the City shall, as soon as practicable after such event, either: (a) Replace the same at the City's sole cost and expense with Property of equal or greater value to the Property immediately prior to the time of the Loss occurrence, such replacement equipment to be subject to Lessor's reasonable approval, whereupon the replacement will be substituted in the Lease by appropriate endorsement; or Page 14 of 39 (b) Pay, on the Payment Date following the Loss, an amount equal to all Lease Payments and any other amounts relating to such Property Group then due or past due (including the Lease Payment relating thereto due on the Payment Date on which the option is to be exercised) and the applicable Purchase Option Price of the Property as set forth on Exhibit B (collectively, the "Loss Amount"). The City shall notify Lessor of which course of action it will take within 15 days after the Loss occurrence and shall complete the action within six months of the Loss occurrence, provided, if City is not in default hereunder and has not terminated any Lease under Section 4.2, Lessor may agree to an extension of the time for performance under clause (a) if the City provides evidence that the replacement Property has been ordered. If the City fails or refuses to notify Lessor within the required period, Lessor may declare the Loss Amount applicable to the Property immediately due and payable by the City. The Net Proceeds of all insurance payable with respect to the Property will be used to discharge the City's obligation under this Section. On payment of the Loss Amount and Net Proceeds, if any, the Lease will no longer apply to the Property, and the City thereupon becomes entitled to the Property AS IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY, except that the Property must not be subject to any lien or encumbrance created by or arising through Lessor. Section 6.3. Insurance. Lessor understands the City is a governmental entity with certain protections under Texas law. The City will provide a self-insured letter to the Lessor within a reasonable time of any request for such letter. Lessor agrees that the City may self-insure against risk of casualty loss of or physical damage to the Property; provided, that upon written notice from Lessor to the City, the City agrees to secure and maintain commercial insurance against risk of casualty loss of or physical damage to the Property as otherwise required by the Lease if, a default has occurred and is continuing under this Agreement. Lessor furthermore agrees that City may maintain insurance against risk of casualty loss of or physical damage to the Property through the Texas Municipal League Risk Pool. ARTICLE 7. OTHER OBLIGATIONS OF THE CITY Section 7.1. Use Permits. The City shall obtain all permits and licenses necessary for the installation, operation, possession and use of the Property. The Page 15 of 39 City shall comply with all state and federal laws applicable to the installation, use, possession and operation of the Property, and if compliance with any such state and federal law requires changes or additions to be made to the Property, such changes or additions shall be made by the City at its expense. City agrees that if City is required to deliver any item of Property to Lessor or Lessor's agent, the Property shall be free of all substances which are regulated by or form a basis for liability under any environmental law. City shall comply with all license and copyright requirements of any software used in connection with the Property. Section 7.2. Maintenance of Property by the City. The City shall maintain, preserve and keep the Property in good repair, working order and condition, and shall make all repairs and replacements necessary to keep the Property in such condition. Section 7.3. Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, the City shall pay all charges of any kind which are at any time lawfully assessed or levied against the City with respect to the Property, the Lease Payments or any part thereof, which become due during the Term of each Lease. The Property which is the subject of this Agreement is owned and held only for public purposes and devoted exclusively to the use and benefit of the public and, as such, is exempt from ad valorem property tax. If Lessor receives any notice of taxes due with respect to the Property, it shall not pay such taxes but will promptly forward such notice to the Contract Administrator. The City will also pay when due all gas, water, steam, electricity, heat, power, telephone and other charges lawfully assessed or levied against the City incurred in the operation, maintenance, use, occupancy and upkeep of the Property, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Property; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of the Lease as and when the same become due. The City may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify the City that, in the opinion of Independent Counsel, the basis for which must be expressly detailed in the opinion, by nonpayment of any such items the interest of Lessor in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City shall Page 16 of 39 promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in a form satisfactory to Lessor. The Property acquired pursuant to this Agreement is under the sole possession and exclusive use of the City as part of the City's governmental services in furtherance of its public purpose. The City does not make any representation, implied or otherwise, regarding the exemption or taxability of the Property for purposes of ad valorem and personal property taxation. All UCC statements, financing statements, or instruments filed of record to reflect Lessor's Interest in the Property must state that: All property made subject of this UCC filing are owned by and under the sole and exclusive use of the City of Corpus Christi, a political subdivision of the State of Texas, and are used as part of the City's governmental services in furtherance of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the State of Texas against the assessment, levy or charges for ad valorem taxation, personal property taxation or any other charges. Upon the occurrence of an Event of Taxability, the interest portion of any Lease Payment shall be at the Taxable Rate retroactive to the date of occurrence of the Event of Taxability, and City shall pay such additional amount as will result in Lessor receiving the interest portion of the Taxable Rate identified in the Payment Schedule. Section 7.4. Advances. If the City fails to perform any of its obligations under this Article, Lessor may, but is not obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City is obligated to repay all such advances on demand, with interest at the rate of the existing loan or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE 8. TITLE Section 8.1. Title. During the Term of each Lease, and so long as the City is not in default under Article 12, legal title to the Property and any and all repairs, replacements, substitutions and modification to the Property will be in the City. Upon termination of a Lease under Section 4.2, or after default of Page 17 of 39 the City, full and unencumbered legal title to such Property Group passes to Lessor, if so required in writing by Lessor, and the City shall have no further interest therein. In either of such events, the City shall execute and deliver to Lessor such documents as Lessor may reasonably request to evidence the passage of legal title to such Property Group to Lessor and the termination of the City's interest therein, and upon request by Lessor, City will deliver possession of the Property Group to Lessor in accordance with Section 12.3. Upon termination of a Lease, with respect to any Property Group through exercise of the City's option to purchase pursuant to Article IO or through payment by the City of all Lease Payments and other amounts relating thereto, Lessor's security and all other interest in such Property Group terminates, and Lessor shall execute and deliver to the City such documents as the Contract Administrator may reasonable request to evidence the termination of Lessor's security or other interest in such Property Group. In the event of a default or termination of a Lease, legal title to the Property passes to the Lessor only if the Lessor so requests. Section 8.2. Security Interest. Lessor has and retains a security interest, under the Uniform Commercial Code, in the Property, the proceeds thereof and all repairs, replacements substitutions and modifications thereto or thereof made pursuant to Section 8.5, in order to secure the City's payment of all Lease Payments due during the Term of each Lease and the performance of all other obligations herein to be performed by the City. In the event such Property is a motor vehicle, City shall cause the state of registration to note Lessor's security interest on its records and the Certificate of Title for the vehicle, noting such address for Lessor as lienholder on the Certificate of Title: JPMORGAN CHASE BANK, N.A., P.O Box 901098 Fort Worth, Texas 76101 . ELT#13499465000. The City, acting through its Contract Administrator, will join with Lessor in executing such financing statements or other documents and will perform such acts as Lessor may request to establish and maintain a valid security interest in the Property. All UCC statements must indicate that title to a Property Group is in the City and exempt from ad valorem taxation as public property used fora public purpose under the constitution and laws of the State of Texas and contain the bold language of the indented paragraph in Section 7.3. If requested by Lessor, the City will conspicuously mark the Property with lettering, labels, or tags as are reasonably approved by the City Manager and maintain such markings during the Term of a Lease, so as clearly to disclose Lessor's security interest in the Property. If Lessor requires the Certificate of Title to note Lessor's security interest in a Property, upon payment in full by City of all Lease Payments and other related amounts, Lessor must give City a written release of Lessor's security interest so that the Certificate of Title may be reissued in the name of City without any security interest. Page 18 of 39 Section 8.3. Liens. During the Term of a Lease, the City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than the respective rights of Lessor and the City as herein provided and Permitted Encumbrances. All Property is exempt from local ad valorem taxation as property owned by a political subdivision and used for public purposes. Lessor shall not pay or incur any charge, assessment, or tax on any Property Group for which the City can claim an exemption from such charges as property used by a political subdivision of the State of Texas for public purposes as provided by the constitution and laws of the State of Texas. Except as expressly provided in Section 7.3 and this Article, the City shall promptly, at its own expense, take such action as may be necessary to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the some arise at any time. Section 8.4. Installation of the City's Property, The City may at any time in its sole discretion and at its own expense, install other items of equipment in or upon the Property, which items must be identified by tags or other symbols affixed thereto as property of the City. All such items so identified remain the sole property of the City, in which Lessor has no interest, and may be modified or removed by the City provided that the City must repair and restore any damage to the Property resulting from the installation, modification, or removal of any such items. Nothing in this Agreement prevents the City from purchasing items to be installed pursuant to this Section under a conditional sale or lease with option to purchase contract, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest attaches to any part of the Property. Section 8.5. Modification of Property. The City shall, at its own expense, have the right to make repairs, replacements, substitutions and modifications to all or any of the parts of the Property. All such work and any port or component used or installed to make a repair or as a replacement, substitution or modification, will thereafter comprise part of the Property and be subject to the provisions of this Agreement. Such work must not in any way damage the Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law or contemplated by this Agreement; and the Property, upon completion of any such work must be of a value which is not less than the value of the Property immediately prior to the commencement of such Page 19 of 39 work. Any property for which a replacement or substitution is made pursuant to this Section may be disposed of by the City in such manner and on such terms as are determined by the City. The City will not permit any mechanic's or other lien to be established or remain against the Property for labor or materials furnished in connection with any repair, replacement, substitution or modification mode by the City pursuant to this Section. If any such lien is established, and the City shall first notify Lessor of the City's intention to do so. the City may in good faith contest any lien filed or established against the Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless Lessor shall notify the City that, in the opinion of Independent Counsel, the basis for which must be expressly detailed in the opinion, by non-payment of any such item the interest of Lessor in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture. In such event, the City will promptly pay and cause to be satisfied and discharged all such unpaid items or provide Lessor with full security against any such loss or forfeiture, in form satisfactory to Lessor. Lessor will cooperate fully with the City in any such contest, upon the request and at the expense of the City. Section 8.6. Personal Property. The Property is and at all times remains personal property notwithstanding that the Property or any port thereof may be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building. Section 8.6. Use of Property. City shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Property that is a motor vehicle, and such drivers shall be agents of City and shall not be agents of Lessor. ARTICLE 9. WARRANTIES Section 9.1. Selection of Property. The Property and the Contractor have been selected by the City, and Lessor will have no responsibility in connection with the selection of the Property, its suitability for the use intended by the City, the acceptance by the Contractor of the order submitted, or any delay or failure by the Contractor to manufacture, deliver or install the Property for use by the City. Upon acceptance of the Property, the City will odd the serial number of the Property to Exhibit A. Page 20 of 39 Section 9.2. Installation and Maintenance of Property. Lessor shall have no obligation to install, erect, test. inspect, service or maintain the Property under any circumstances, but such actions are the obligation of the City or the Contractor. Section 9.3. Contractors' Warranties. Lessor hereby assigns to the City for and during the Term of the Lease, all of its interest in all Contractors' warranties and guarantees, express or implied, issued on or applicable to the Property. and Lessor hereby authorizes the City to obtain the customary services furnished in connection with such warranties and guarantees at the City's expense. Section 9.4. Patent Infringement. Lessor hereby assigns to the City for and during the Term of the Lease all of its interest in patent indemnity protection provided by any Contractor with respect to the Property. Such assignment of patent indemnity protection by Lessor to the City constitutes the entire liability of Lessor for any patent infringement by Property furnished pursuant to this Agreement. Section 9.5. Disclaimer of Warranties. THE PROPERTY IS DELIVERED AS IS, AND LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROPERTY, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECTTO THE PROPERTY. ARTICLE 10. OPTION TO PURCHASE Section 10.1. When Available, The City has the option to purchase Lessor's interest in any Property Group on any Payment Date relating thereto for the then applicable Purchase Option Price set forth in the page of Exhibit B relating thereto, but only if the City is not in default under this Agreement. and only in the manner provided in this Article. Section 10.2. Exercise of Option. The City will give notice to Lessor of its intention to exercise its option with respect to any Property Group not less than 20 days prior to the Payment Date on which the option is to be exercised and will deposit with Lessor on the date of exercise an amount equal to all Lease Payments and any other amounts relating to such Property Group then due or past due (including the Lease Payment relating thereto due on the Payment Date on which the option is to be exercised) and the applicable Purchase Option Price set forth in the page of the respective Exhibit B relating thereto. The closing will be on the Payment Date on which the option is to be exercised. The City may not Page 21 of 39 exercise its prepayment rights under this section during the first 12 months of the applicable Lease Term. Section 10.3. Release of Lessor's Interest. Upon execution of the purchase option with respect to any Property Group by the City, Lessor will convey or release to the City, all of its right, title and interest in and to the Property Group by delivering to the Contract Administrator such documents as the City Attorney deems necessary for this purpose. ARTICLE 11. ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Section 11.1. Assignment of Lessor. All of Lessor's right, title and/or interest in and to any Property Group, the Lease Payments and other amounts relating thereto due hereunder, and the right to exercise all rights under this Agreement relating to such Property Group may be assigned and reassigned in whole or in part to one or more assignees orsubassignees by Lessor at any time, only with the prior written consent of the City Manager, unless the Lessor continues to bill and service the Lease. No such assignment will be effective as against the City unless and until the assignor has filed with the City a copy of written notice thereof identifying the assignee. The City will pay all Lease Payments due hereunder relating to such Property Groups to or at the direction of Lessor or the assigned named in the most recent assignment or notice of assignment with respect to such Property Group filed with the Contract Administrator. During the Agreement Term, both Lessor and City will keep a complete and accurate record of all such assignments. In the event Lessor assigns participants in its right. title. and/or interest in and to any Property Group, the Lease Payments and other amounts due with respect thereto, and the rights granted under this Agreement relating thereto, such participants will be considered to be Lessor with respect to their participated shares thereof. Lessor may assign its rights under a Lease to an affiliate without notice to the City provided the Lessor continues to bill and collect Lease Payments and the Lessor agrees to keep a record of the assignments for purposes of Section 149(a) of the Internal Revenue Code. Section 11.2 Assignment by the CiN. Neither this Agreement nor the City's interest in the Property may be assigned by the City without the written consent of Lessor. Section 11.3. Restriction on Mortgage or Sale of Property by the City. Except as provided in Section 11.2, the City will not mortgage, sell, assign. transfer or convey the Property or any portion thereof during the Term of this Agreement, or permanently remove the same from its boundaries, without the written consent of Lessor provided that the City may designate the location of the Property outside the City boundaries in the Certificate of Acceptance. Page 22 of 39 ARTICLE 12. EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The following will be "events of default" under this Agreement with respect to any Property Group and the terms "events of default" and "default" mean, whenever they are used in this Agreement, with respect to any Property Group, any one or more of the following events: (a) Failure by the City to pay a Lease Payment or other payment required to be paid under any Lease with respect to any Property Group at the time specified herein and the continuation of said failure for a period of ten days after notice given by Lessor in accordance with Section 13.1 that the payment referred to in such notice has not been received. (b) The City fails to perform any of its obligations under Section 6.3, 8.2, or 11.2. (c) Any statement by the City in the Agreement or in any writing delivered by the City pursuant thereto proves at any time to have been false, misleading or erroneous in any material respect as of the time when made. (d) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to any Property Group, other than as referred to in Clause (i) of this Section, for a period of 30 days after written notice specifying such failure. Such notice to the City by the Lessor must request that the default be remedied, unless Lessor agrees in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (e) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of the City to carry on its governmental function or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the approval by a court of competent jurisdiction of Page 23 of 39 a petition applicable to the City in any proceedings instituted under the provisions of the United States Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted. The provisions of this Section 12.1 and Section 12.2 are subject to the following limitation: if by reason of force majeure the City is unable in whole or in part to carry out its obligations under any Lease with respect to any Property Group, other than its obligation to pay lease Payments with respect thereto which must be paid when due notwithstanding the provisions of this paragraph, the City will not be deemed in default during the continuance of such inability. The term "force majeure" as used herein means, without limitation, the following: acts of God, strikes, lockouts or other labor disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or the State or their respective departments, agencies or officials, or any civil or military authority; insurrections; riots; earthquakes; fires; hurricanes; floods; explosions or other similar causes not reasonably within the control of the City and not resulting from its negligence. The City agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the City from carrying out its obligations under this Agreement; provided that the settlement of strikes, lockouts and other labor disturbances are entirely within the discretion of the City Manager and the City Manager is not required to make settlement of strikes, lockouts, and other labor disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of the City Manager unfavorable to the City. Section 12.2. Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof has happened and is continuing with respect to any Property Group, Lessor may, at its option and without any further demand or notice, take one or any combination of the following remedial steps: (a) Lessor may terminate the Lease with respect to such Property Group and declare all Lease Payments due thereunder with respect to such Property Group during the Fiscal Year in effect. (b) Lessor may terminate the Lease with respect to such Property Group; and require City to promptly return the Property Group to Lessor in the manner set forth herein (and City agrees that it shall so return the Page 24 of 39 Property), or Lessor may, at its option, repossess the Property Group; Lessor may enter upon the City's premises where the Property Group is kept and take possession of the Property Group without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession. (c) If Lessor terminates the Lease with respect to a Property Group and takes possession of such Property contained therein, Lessor, within 60 days thereafter, must use its best efforts to sell such Property or any portion thereof in a commercially reasonable manner at public or private sale in accordance with applicable state laws. Lessor must apply the proceeds of such sale to pay the following items in the following order: (1 )all costs incurred in securing possession of the Property Group; (2) all expenses incurred in completing the sale; (3) the balance of any Lease Payments with respect to such Property Group owed by the City during the Fiscal Year then in effect; and (4) the applicable Purchase Option Price with respect to the Property Group due at the end of the Fiscal Year. Any sale proceeds remaining after disbursement pursuant to Clauses (1 ), (2), (3), and (4) must be paid to the City. (d) To the extent allowed by applicable law, Lessor may enforce any and all rights to payment by mandamus. Section 12.3. Return of Property. Upon the expiration or termination by the City of a Lease with respect to any Property Group prior to the payment of all Lease Payments in accordance with the related Exhibit B, the City must transfer title to the Property Group to Lessor if Lessor so instructs in writing and return such Property Group to Lessor in the condition, repair, appearance and working order required in Section 7.2, in the following manner as may be specified by Lessor: (a) By delivering the Property Group at the City's cost and expense to such place within Texas as Lessor specifies; or (b) by loading such portions of the Property Group as are considered movable at the City's cost and expense, on board such carrier as Lessor specifies and shipping the same, insurance freight prepaid, to the place within Texas specified by Lessor. If the City refuses to return the Property Group in the manner designated, the Lease shall remain in full force including, without limitation, the obligations Page 25 of 39 to pay Lease Payment and to insure the Property, or Lessor may repossess the Property Group and charge to the City the costs of such repossession or pursue any remedy described in Section 12.2. Once Lessor repossesses the Property Group, the Lease shall terminate, and the City shall have no obligation to make Lease Payments. Section 12.4. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to be exclusive and every such remedy is cumulative and in addition to every other remedy given under this Agreement or under applicable law. No delay or omission to exercise any right or power accruing upon any default impair any such right or power or may be construed as a waiver thereof but any such right and power may be exercised from time to time and as often as may be deemed expedient by Lessor or its assignee. Section 12.5. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Agreement defaults under any of the provisions hereof and the non-defaulting party employs attorneys and/or incurs other expenses for the collection of monies or for the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the parties agree that attorneys' fees and expenses will be paid as authorized by law. Section 12.6. Late CharM Whenever any event of default referred to in Section 12.1, Clause (a) hereof has happened and is continuing with respect to any Property Group, Lessor has the right, at its option and without any further demand or notice, to require a late payment charge for each thirty (30) day period or part thereof during which such event of default occurs equal to existing interest rate of the delinquent amount not to exceed the maximum authorized by law and the City will be obligated to pay the same immediately upon receipt of Lessor's written invoice therefor; provided, however, that this Section 12.6 will not be applicable if or to the extent that the application thereof would affect the validity of this Agreement. ARTICLE 13. ADMINISTRATIVE PROVISIONS Section 13.1. Notices. All notices, certificates, legal opinions or other communications hereunder will be sufficiently given and will be deemed given when delivered or deposited in the United States mail, in certified form with Page 26 of 39 postage fully prepaid, to the addresses specified in this Agreement; provided that Lessor and the City, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, legal opinions or other communications will be sent. Unless otherwise changed by written notice, all notices required under this Agreement must be directed to the following address: CITY: LESSO R: City Treasurer 1 1 1 1 Polaris Parkway Corpus Christi City Hall Suite 1 A - OH 1 - 1085 1201 Leopard Street Columbus, Ohio 43240-2050 4th Floor Attn: GHHN Operations Manager Corpus Christi, TX 78401 Phone (361) 826-3651 Fax (361) 826-3601 cefi.escrow.disbursement.request@jpmchase.com Daily communications between Contract Administrator and Lessor will be primarily documented by written notices sent by electronic mail (email). For daily, routine communications, email notice is adequate. For formal notice required by any Article or Section of this Agreement, email notice, if any, must be followed by United States certified mail notice. Section 13.2. Financial Information. During the Term of this Agreement, the Contract Administrator annually will provide Lessor with current financial statements, budgets, proof of appropriation of the ensuing Fiscal Year and such other financial information relating to the ability of the City to continue this Agreement as may be reasonably requested by Lessor or its assignee within 30 days of written request therefor. Section 13.3. Bindinq Effect. This Agreement inures to the benefit of and will be binding upon Lessor and the City and their respective successors and assigns. This Agreement must not be construed to confer any rights, duties, or interest on any party not a successor in interest or assignee of Lessor or the City nor may any such party rely on this Agreement as evidence of any duty, right or obligation of Lessor or the City unless both the Lessor and the City, or their successors and assigns, acknowledge such duty, right or obligation in writing, directly addressed to such third party. Section 13.4. Usury. It is the intention of the parties hereto to comply with any applicable usuary laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Exhibit A, in no event does this Page 27 of 39 Agreement or any Lease hereunder require the payment or permit the collection of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess interest or fees must first be applied to reduce Principal, and when no Principal remains, refunded to City. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of Interest must be spread through the applicable Lease Term so that the Interest is uniform through such term. Section 13.5. Amendments. Changes and Modifications. This Agreement may be amended or any of its terms modified only by written agreement in a document executed and delivered by authorized representatives of both the Lessor and the City. Section 13.6. Ca tip ons. The captions or headings in this Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions, articles, sections, or clauses of this Agreement. Section 13.7. Further Assurances and Corrective Instruments. Lessor and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. The Contract Administrator is hereby authorized by the City Manager to execute such addenda as attached hereto as Exhibits for each Property Group and such other instruments, including, but not limited to: UCC statements, Bills of Sale, etc., that are necessary to carry out the responsibilities, duties and obligations required of the City in accordance with the terms and conditions of this Agreement. Section 13.8. Execution in Counterparts. This Agreement and each Schedule may be simultaneously executed in several counterparts, each of which constitute an original and all of which constitute but one and the same instrument. If more than one counterpart of a Schedule is executed by City and Lessor, then only one may be marked "Lessor's Original" by Lessor. A security interest in any Schedule may be created through transfer and possession only if the sole original of said Schedule if there is only one original; or the counterpart marked "Lessor's Original' if there are multiple counterparts of said Schedule. Page 28 of 39 Section 13.9. Aanlicable Law. This Agreement must be governed by and construed in accordance with the laws of Texas. Section 13.10. Entire Agreement. This Agreement, and all addenda and exhibits, as may hereafter be executed, constitute the entire agreement between the parties and supersede all previous negotiations, commitments, and contracts, whether written or oral, and may not be contradicted or varied by evidence of prior contemporaneous or subsequent oral agreements or discussions of the Parties hereto. Section 13.11. Severability. In the event any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding does not invalidate or render unenforceable any other provision hereof. To the extent any term herein creates a pecuniary obligation which constitutes a "debt" not payable undercurrent revenues under Sections 5 and 7 of Article II of the Texas Constitution, such provision will be applied only to the extent performance or assumption of such obligation by the City is enforceable and valid under the constitution and laws of Texas. Section 13.12. Jay Waiver, All Parties to this Agreement waive all rights to trial byjury in any action, proceeding or counterclaim brought by any party against any other party on any matter whatsoever arising out of, in connection with, or in any way related to this Agreement and any Lease. Section 13.13. No Waiver. Nothing in this Agreement is intended, nor may it be deemed, to waive any governmental, official, or other immunity or defense of any of the Parties or their officers, employees, representatives, and agents as a result of the execution of this Agreement and the performance of the covenants contained in this Agreement. Section 13.14. Anti-Corruption and Sanctions Representations. (a) Use of Proceeds. The City shall not use, or permit any proceeds of the Agreement to be used directly or indirectly, by the City or its respective directors, officers, employees and agents: (1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws; (2) for the purpose of funding, financing, or facilitating any activity, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or (3) in any manner that would result in the violation of any Sanctions applicable to any Party hereto. Page 29 of 39 (b) Definitions. For the purposes of this Section, the following terms shall have the following meanings: "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the City from time to time concerning or relating to bribery or corruption. "Person" means any individual, corporation, partnership, limited liability company, joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization, any foreign governmental authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing or any other form of entity. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by the U S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country" means, at any time, a country or territory which is the subject or target of any Sanctions. "Sanctioned Person" means, at any time (1) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (2) any Person operating, organized or resident in a Sanctioned Country, or (3)any Person controlled by any such Person. Section 13.15. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (a) does not boycott Israel; and (b) will not boycott Israel during the term of the contract. Pursuant to Section 2270.002, Texas Government Code, the Lessor hereby represents that it does not boycott Israel and, subject to or as otherwise required by applicable federal law, including without limitation, 50 U.S.C. Section 4607, the Lessor agrees not to boycott Israel during the term of this Agreement. "Boycott Israel" which shall have the meaning given such term in Section 2270.002, Texas Government Code. IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer; and the City has caused this Agreement to be executed in its name by its City Manager, or designee. Page 30 of 39 City of Corpus Christi Director of Finance Date LE SOR: JPMORGAN CHASE BANK, N.A. LU Printed Name: Kerr)j Ann Stygler Title: Authorized Officer Page 31 of 39 Exhibit A PROPERTY DESCRIPTION The following Property comprises a Property Group which is subject to the terms and conditions of that certain Master Lease-Purchase Agreement entered into by and between the City of Corpus Christi and (Lessor) dated the day of _. Quantity Description Serial Number TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS, AND SUBSTITUTIONS THERETO. All Property made subject of this Agreement is owned by and under the sole and exclusive use of the City of Corpus Christi, a political subdivision of the State of Texas, and is used as part of the City's governmental services in furtherance of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the State of Texas against the assessment, levy or charges for ad valorem taxation, personal property taxation or any other charges. LESSOR By: Name: Title: Date: CITY OF CORPUS CHRISTI Name Date Director of Finance Page 32 of 39 Exhibit B SCHEDULE OF LEASE PAYMENTS RELATING TO PROPERTY The following schedule of Lease Payments constitutes the applicable payments for the Property Group described in Exhibit A attached to that certain Master Lease-Purchase Agreement entered by and between the City of Corpus Christi and (Lessor) dated the day of Due Payment Total Principal Interest Purchase Date Number Payment Component Component Option Price All Property made subject of this Agreement is owned by and under the sole and exclusive use of the City of Corpus Christi, a political subdivision of the State of Texas, and is used as part of the City's governmental services in furtherance of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the State of Texas against the assessment, levy, or charges for ad valorem taxation personal property taxation or any other charges. LESSOR: CITY OF CORPUS CHRISTI By: Name: Name Title: Director of Finance Date: Date: Page 33 of 39 Exhibit C CERTIFICATE OF ACCEPTANCE I, the undersigned, hereby certify that I am the duly qualified and acting Director of Finance of the City of Corpus Christi (the City), and with respect to the Master Lease-Purchase Agreement dated _, (the Agreement), by and between Lessor and the City that: 1 . The Property listed on Exhibit A (the Property Group) has been delivered and installed in accordance with the City's Specifications (as that term is defined in the Agreement) and has been fully tested and finally accepted by the City. The serial vehicle identification number(s) of the Property Group is/are listed on Exhibit A. 2. The Lease Payments provided for on the page of Exhibit B relating to such Property Group (the Lease Payments) shall commence monthly beginning , and be due and payable on the first business day of each month thereafter. 3. The City has appropriated and/or taken other lawful actions necessary to provide monies sufficient to pay all Lease Payments required to be paid under the Lease during the current fiscal year of City, and such monies will be applied in payment of all such Lease Payments due and payable during such current fiscal year. 4. During the Lease Term (as defined in the Agreement) the Property Group will be used by the City to perform essential governmental functions devoted exclusively to public use. Such functions are: 5. The City has not terminated any Lease under Section 4.2 of the Agreement and no event of default has occurred thereunder. 6. There is no litigation, action, suit or proceeding pending before any court, administrative agency, arbitrator, or governmental body, that challenges the organization or existence of the City; the authority of the City or its officers or its employees to enter into the Lease; the proper authorization, approval, and execution of the Lease and other documents contemplated thereby; the appropriation of monies, or any other action taken by the City to provide monies, sufficient to make Lease Payments coming due under the Lease in the City's current fiscal year; or the ability of the City otherwise to perform its obligations under the Lease and the transaction contemplated thereby. Page 34 of 39 LESSOR: CITY OF CORPUS CHRISTI By: Name: Name Title: Director of Finance Date: Date: Page 35 of 39 Exhibit D OPINION OF COUNSEL Re: Master Lease-Purchase Agreement dated as of the day of by and between the City of Corpus Christi ("City") and ("Lessor"). Dear Sir or Madam: I have acted as counsel to the City with respect to the Master Lease-Purchase Agreement described above and all exhibits, addenda and other agreements thereto (collectively, the "Agreement") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreement and the Exhibits attached thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1 . The City is a municipal corporation and political subdivision of the State of Texas, duly organized, existing, and operating under the Constitution and laws of the State of Texas. 2. The City is authorized and has power under applicable law to enter into the Agreement, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Agreement has been duly authorized, approved, executed and delivered by and on behalf of the City, and is a valid and binding contract of the City enforceable in accordance with its terms, except to the extent limited by state and federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditor's rights. 4. The authorization, approval and execution of the Agreement and all other proceedings of the City relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public bidding and all other laws, rules and regulations of the State of Texas. 5. The execution of the Agreement and the appropriation of monies to pay the Lease Payments coming due thereunder do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by the City. 6. There is no litigation, action, suit or proceeding pending before any court, Page 36 of 39 administrative agency, arbitrator or governmental body, that challenges the organization or existence of the City; the authority of the City or its officers or its employees to enter into the Agreement; the proper authorization, approval and/or execution of the Agreement, Exhibits thereto and other documents contemplated thereby; the appropriation of monies to make Lease Payments under each Lease for the current fiscal year of the City; or the ability of the City otherwise to perform its obligations under the Agreement and the transactions contemplated thereby. 7. The Agreement was duly and validly adopted by official action of the governing body of the City of Corpus Christi on this the day of , and such official action has not been amended or repealed and remains in full force and effect. 8. Lessor and any of its assigns may rely on this opinion. Dated: By:_ City Attorney City of Corpus Christi Page 37 of 39 EXHIBIT E Standard Form Lease Line of Credit Lease Line of Credit No. LEASE LINE OF CREDIT REQUISITION AND RECEIVING REPORT City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 CITY CONTACT: CONTACT TELEPHONE: (361) 826-3651 FAX: (361 ) 826-3601 BUDGETED EQUIPMENT COST: FINANCING TERM: 36 mo 42 mo 48 mo 60 mo 1 84 mo 120 mo Other (specify) TOTAL APPROXIMATE COST: $ IS THE FIRST YEAR PAYMENT APPROPRIATED: Yes No (explain) PHONE NO: DATE: ACTIVITY NAME: ACCOUNT/FUND/ORG: DEPARTMENT CONTACT: DEPARTMENT APPROVAL: Acknowledged by Lessor: Signature Name: Page 38 of 39 EQUIPMENT: Complete One Form Per Line Item and Attach Specification. Describe equipment (non-technical description) including quantity to be ordered. ESSENTIAL USE: ❑ Check if the proposed equipment is replacement. State the age of the equipment being replaced, why the proposed equipment is needed and its estimated useful life. ❑ Check if the proposed equipment is additional. State why the equipment is needed and the estimated useful life. Page 39 of 39 so �o p A v WoRPORP�g4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 15, 2023 DATE: July 31, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA CGFO, Assistant City Manager Heatherh3(a)cctexas.com 361-826-3227 Approval of amended Bylaws for the Corpus Christi Business and Job Development Corporation CAPTION: Resolution approving the amended bylaws to include a provision for board member absences for the Corpus Christi Business and Job Development Corporation (the "Corpus Christi Business and Job Development Corporation") as approved by the Board of Directors of the Corpus Christi Business and Job Development Corporation on July 17, 2023. SUMMARY: On July 17, 2023, the Board of Directors of the Corpus Christi Business and Job Development Corporation approved amended bylaws to establish an attendance policy and provide for automatic resignation of a director in the event of excessive unexcused absences. BACKGROUND AND FINDINGS: At the May 2023 Corpus Christi A Corporation Board meeting it was discovered that there was currently no established attendance policy and procedures in place for the Corpus Christi Business and Job Development Corporation Board. In July 2023, a motion to amend Corpus Christ Business and Job Development Corporation bylaws passed unanimously. This motion was to amend the Bylaws in section 5.4 to include the following: • Unexcused absences from more than 25% of regularly scheduled meetings during a term year on the part of any director shall result in an automatic resignation, which resignation shall be promptly reported to the City Council. An absence shall be deemed unexcused unless excused by the Board for good cause no later than its next meeting after the absence. A director requesting that his/her absence be excused may make the request at the next meeting or may send a written request to the City Secretary's Office, with a copy to the President and the City staff liaison, at least 24 hours prior to the next meeting. Any director, otherwise eligible, shall not be precluded from reappointment by reason of such automatic resignation. This amendment must also be approved by City council. ALTERNATIVES: City Council could choose not to accept the amended bylaws. FISCAL IMPACT: There is no financial impact associated with this action. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends the approval of amended bylaws. LIST OF SUPPORTING DOCUMENTS: Amended Type A Corporation Bylaws Resolution Resolution approving the amended bylaws to include a provision for board member absences for the Corpus Christi Business and Job Development Corporation (the "Corpus Christi Business and Job Development Corporation") as approved by the Board of Directors of the Corpus Christi Business and Job Development Corporation on July 17, 2023. WHEREAS, on July 17, 2023, the Board of Directors of the Corpus Christi Business and Job Development Corporation (the "Type A 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 A Corporation. A copy of the amended bylaws is attached hereto as Exhibit A and incorporated herein. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor 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, subj ect 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) Subj ect 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. Unexcused absences from more than 25% of regularly scheduled meetings during a term year on the part of any director shall result in an automatic resignation,which resignation shall be promptly reported to the City Council. An absence shall be deemed unexcused unless excused by the Board for good cause no later than its next meeting after the absence. A director requesting that his/her absence be excused may make the request at the next meeting or may send a written request to the City Secretary's Office, with a copy to the President and the City staff liaison, at least 24 hours prior to the next meeting. Any director, otherwise eligible, shall not be precluded from reapointment by reason of such automatic resignation. 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. so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 15, 2023 DATE: July 31, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA CGFO, Assistant City Manager Heatherh3Ca)-cctexas.com 361-826-3227 Approval of amended Bylaws for the Corpus Christi B Corporation CAPTION: Resolution approving the amended bylaws to include a provision for board member absences for the Corpus Christi B Corporation (the "Type B Corporation") as approved by the Board of Directors of the Corpus Christi B Corporation on July 17, 2023. SUMMARY: On July 17, 2023, the Board of Directors of the Corpus Christi B Corporation approved amended bylaws to establish an attendance policy and provide for automatic resignation of a director in the event of excessive unexcused absences. BACKGROUND AND FINDINGS: At the May 2023 Corpus Christi B Corporation Board meeting it was discovered that there was currently no established attendance policy and procedures in place for the Corpus Christi B Corporation Board. In July 2023, a motion to amend Corpus Christ B Corporation bylaws passed unanimously. This motion was to amend the Bylaws in section 5.4 to include the following: • Unexcused absences from more than 25% of regularly scheduled meetings during a term year on the part of any director shall result in an automatic resignation, which resignation shall be promptly reported to the City Council. An absence shall be deemed unexcused unless excused by the Board for good cause no later than its next meeting after the absence. A director requesting that his/her absence be excused may make the request at the next meeting or may send a written request to the City Secretary's Office, with a copy to the President and the City staff liaison, at least 24 hours prior to the next meeting. Any director, otherwise eligible, shall not be precluded from reappointment by reason of such automatic resignation. This amendment must also be approved by City council. ALTERNATIVES: City Council could choose not to accept the amended bylaws. FISCAL IMPACT: There is no financial impact associated with this action. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends the approval of amended bylaws. LIST OF SUPPORTING DOCUMENTS: Amended Type B Corporation Bylaws Resolution Resolution approving the amended bylaws to include a provision for board member absences for the Corpus Christi B Corporation (the "Type B Corporation") as approved by the Board of Directors of the Corpus Christi B Corporation on July 17, 2023. WHEREAS, on July 17, 2023, 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 on the day of , 2023: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor 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")subj ect 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. Unexcused absences from more than 25% of regularly scheduled meetings during a term year on the part of any director shall result in an automatic resignation,which resignation shall be promptly reported to the City Council. An absence shall be deemed unexcused unless excused by the Board for good cause no later than its next meeting after the absence. A director requesting that his/her absence be excused may make the request at the next meeting or may send a written request to the City Secretary's Office, with a copy to the President and the City staff liaison, at least 24 hours prior to the next meeting. Any director, otherwise eligible, shall not be precluded from reapointment by reason of such automatic resignation. 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. Subj ect 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 Emplovees. (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. SC �o a� �h AGENDA MEMORANDUM NCORPOR 1�'0 Public Hearing/First Reading for the City Council Meeting August 15, 2023 zss2 Second Reading Ordinance for the City Council Meeting August 22, 2023 DATE: August 15, 2023 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning & Community Development Danielmc(a)cctexas.com 361-826-7011 Urban Transportation Plan Amendment— Sunny and Haven Drives CAPTION: Ordinance amending the Urban Transportation Plan Map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, upon application by MPM Development LP, to remove the southward extension of Sunny Drive, a proposed C1 Minor Residential Collector located between Starlite Lane and Haven Drive, and to remove a northwestward extension of Haven Drive, a proposed A2 Secondary Arterial located between the existing Haven Drive and Violet Road. SUMMARY: A landowner/developer, MPM Development LP (represented by Moses Mostaghasi) requests the removal of two streets from the City's Urban Transportation Plan: (1) the southward extension of Sunny Drive from Starlite Lane to Haven Drive, a proposed C1 Collector street, and (2) the northwestward extension of Haven Drive from the existing Haven Drive to Violet Road, a proposed A2 Arterial street. The proposed streets cross through a 157-acre site proposed for a 785-unit single-family development in the area between Violet and McKinzie Roads. For the request to remove the extension of Haven Drive, Staff and Planning Commission both recommend. For the request to remove the extension of Sunny Drive, Staff recommends denial, but Planning Commission recommends approval. BACKGROUND AND FINDINGS: Description of the Request MPM Development LP (landowner/developer) purchased 157 acres of land (the "subject property") at the corner of Haven Drive and Warrior Drive between McKinzie Road and Violet Road, south of Starlite Lane. The landowner plans to develop the site with approximately 785 single-family dwellings (five units per acre) and has not completed a preliminary layout yet. The landowner submitted an application requesting the removal of two master-planned street extensions that cross through the subject property and provide future connections to existing streets. Land Use/Traffic The subject property and property in the immediate area is zoned "RS-6" Single-Family District. The 157-acre subject property could be developed with approximately five units per acre of single-family dwellings or 785 dwellings. At a rate of 9.57 vehicle trips per weekday per dwelling unit, the full build-out could generate 7,512 average daily trips. For comparison, McKinzie Road between Haven Drive and Leopard Streets experienced approximately 9,100 average daily trips in 2019, and Violet Road between Haven Drive and Leopard Street experienced approximately 9,500 average daily trips in 2019. Proposed Development Violet Rd. McKinzie Rd. Total Trip Rate Total Weekday Avg. Weekday Avg. Weekday Proposed (weekday) Trips Generated Trips (2019) Trips (2019) Houses per House 785 9.57 7,512 9,500 9,100 Street Network/Connectivity Arterial streets are generally needed every 1 to 1'/2 miles. Collector streets collect traffic from the neighborhood or local streets and take vehicles to the larger arterial streets. Collector streets are generally needed every 114 to '/2 mile. See the image below. The street connections created through this type of system reduce congestion and increase the number of routes available to all users. Having alternate routes available makes for a more convenient transportation system for all users; assists emergency response; and provides convenient detours during construction. 1 mile 0 112 mile Arterial Street 00 112 mile 160 acres Collector Street Arterial Street I Analysis of the Amendment 1. Sunny Drive Extension: Staff does not recommend removing this street from the Plan because this street will: • Provide future residents with more options to enter/exit their subdivision (connectivity). • Help distribute future traffic across more streets. • Provide a direct connection to Starlite Lane. • Reduce travel time & improves conditions for walkers/bikers, such as to the Lyondell- Basell Nueces County Sports Complex. • And, removing it is not consistent with the goals of the 2016 City Comprehensive Plan on Housing & Neighborhoods: • "The design of new developments promotes a broader sense of neighborhood...rather than...isolated subdivisions...with lack of interconnection." • 11...promote...developments with a well-connected street network or appropriate connections to neighboring subdivisions, destinations or bicycle/pedestrian facilities. 2. Haven Drive Extension: East-west traffic circulation could be managed via the existing alignment of Haven Road. The size of the future development will likely require a Collector- sized east-west road to provide connectivity to Warrior Road. It does not have to be a master-planned street. Additionally, development occurred near Violet Road that would prevent the construction of an Arterial roadway without impacts to existing houses. Therefore, staff supports the removal of this street from the Plan. Past and Future/Potential Council Action Summary The adopted Capital Improvement Program includes: Starlite Lane $8M Utilities $8M Bond $16M Total Project Cost (Leopard to Violet 2022 Frontier Dr. $2.7M Revenue $2.5M Bond $5.2M Total Project Cost (McKinzie to Rockwood) Bonds 2020 ALTERNATIVES: 1. Within the staff's administrative powers, the developer is allowed to shift the extension of Sunny Drive to an alternate location, such as to the west. The developer could investigate a location at the west end of the property that would not disrupt neighbors on Sunny Drive, that connects directly to Starlite Lane, and that might not require a bridge across the drainage ditch that runs along the subject property's north property line. 2. The developer contends that the proposed 785-unit subdivision will have sufficient access to Starlite Lane via Warrior Drive and then via Rockwood Drive. However, Rockwood Drive is a local/neighborhood street with a small 45-foot right-of-way with houses facing it. Rockwood Drive is not a master-planned Collector street that would connect to Starlight Lane. Staff recommends a direct connection to Starlite Lane and three points of access for the proposed subdivision. FISCAL IMPACT: No financial impact is associated with a Transportation Plan amendment. RECOMMENDATION: Staff recommends: 1. Denial of the request to remove the proposed southward extension of Sunny Drive to Haven Road, a C1 Collector, from the Plan; and 2. Approval of the request to remove the proposed northwestward extension of Haven Drive, an A2 Arterial, from the Plan. Planning Commission recommends (with 6 in favor, 1 opposed, 1 abstained, 1 absent): 1. Approval of the applicant's request to remove the proposed southward extension of Sunny Drive from Starlite Lane to Haven Drive, a C1 Collector, from the Plan; and 2. Approval of the applicant's request to remove the proposed northwestward extension of Haven Drive, an A2 Arterial, from the Plan. LIST OF SUPPORTING DOCUMENTS: Ordinance (Planning Commission Recommendation) Ordinance (Staff Recommendation) PowerPoint Ordinance amending the Urban Transportation Plan Map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by removing the southward extension of Sunny Drive from Starlite Lane to Haven Drive and removing the northwestward extension of Haven Drive from the existing Haven Drive to Violet Road; amending related elements of the Comprehensive Plan of the City; and providing for publication. WHEREAS, the Planning Commission has forwarded to the City Council its recommendation concerning the amendments to the Corpus Christi Urban Transportation Plan, an element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, Planning Commission held a public hearing regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to be heard; WHEREAS, City Council held a public hearing, regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to be heard; and WHEREAS, the City Council has determined that these amendments would best serve public health, necessity, and convenience, and the general welfare of the City of Corpus Christi, and its citizens; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi Urban Transportation Plan map of Mobility CC, an element of the Comprehensive Plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended by removing the southward extension of Sunny Drive from Starlite Lane to Haven Drive and removing the northwestward extension of Haven Drive from the existing Haven Drive to Violet Road, as shown on Exhibits "A," which are attached to this ordinance and incorporated into this ordinance by reference as if fully set out in its entirety. SECTION 2. To the extent the amendments made by this ordinance represent a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendments made by this ordinance. SECTION 3. The Comprehensive Plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor EXHIBIT A (Planning Commission Recommendation) Proposed Removal from Plan c � 6 FO Subject Property - (157 acres) - X wz Elm 41 Aih r i» 'RST II�II'�IIIII G1 G C u Ordinance amending the Urban Transportation Plan Map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by removing the northwestward extension of Haven Drive from the existing Haven Drive to Violet Road; amending related elements of the Comprehensive Plan of the City; and providing for publication. WHEREAS, the Planning Commission has forwarded to the City Council its recommendation concerning the amendments to the Corpus Christi Urban Transportation Plan, an element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, Planning Commission held a public hearing regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to be heard; WHEREAS, City Council held a public hearing, regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to be heard; and WHEREAS, the City Council has determined that these amendments would best serve public health, necessity, and convenience, and the general welfare of the City of Corpus Christi, and its citizens; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi Urban Transportation Plan map of Mobility CC, an element of the Comprehensive Plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended by removing the northwestward extension of Haven Drive from the existing Haven Drive to Violet Road, as shown on Exhibits "A," which are attached to this ordinance and incorporated into this ordinance by reference as if fully set out in its entirety. SECTION 2. To the extent the amendments made by this ordinance represent a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendments made by this ordinance. SECTION 3. The Comprehensive Plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor EXHIBIT A (Staff Recommendation) . w ., IT..€ X= Proposed Removal from Plan 1 r �Ill�llllil C Urban Transportation Plan Amendment - Removal of Sunny Drive and Haven Drive Extensions City Council Presentation ' _ August 15, 2023 Background Legend N • MPM Development LP (landowner) ansportaCon Plan S • Proposed 157-acre single-family development or 785 new houses. ` • No preliminary site layout. "SF "a Two master-planned streets through the site. „ • MPM Development LP requests the removal = of: P peri • r Rs. , The southward extension of Sunny Dr. to Haven Dr. — The northwestward extension of Haven Dr. to f :----------°............. 3' VioletRd. :................: .: ,............,. .................. sm,�1^sn rvn usc5 sFMn*ea:rrt.awi.,in.conanP.cn rsrE onnm.,orvvwa s°k'o.n. • Ke Imo: Whether to require a third outlet for the neighborhood and interconnection. 2 Urban Transportation Plan Legend • N h., Gub]e P operty :\ iy 3> TM HIgh School . r � w --- E —I Ciry Limits I a3 Jr Transportation Plan L' Secondary Arterial, 3J ' S Exlstin9 s:_qa / �� e �r _ saconaary nnanal, i3 a _ roposed �'•h�q� _ ____ Major Arterial,Proposetl Minor Collector,Existing �. c d os,al een aopus dllecto, ells <Q• a d `ora <eo� s�ceme�erv� -- Moor conecwr, jar' dlaS4 Pr p�a�a rreerar,e,istmg �q i� Minor Ru ral Arterial "e ._ Untlivitletl,Propawd ��< Annavllle al Sery oa0 n.`O � ���. S4iP wesr Gnrn cart �\ TM High School s, nz Haveo Dr. u: _______________________ .__._...A,..............,y Esri•0A A NGA.USG&,FEMTexas Parks&WiFr I,n,,MNANP,Esri,HERE Garmin,Foursgy'are,&ahs ph, Gr—hnologies,Inc,METI/NASA,USGS,EPA,NPS,US Censrs Bureau.,USDA 3 Average Daily Traffic (ADT) Counts Legend N am sneje t Pr,.I TM High School . r �` /� W E CryLimits 4 �ran -w�_—Hyl sportation Plan♦ _ S Sxondary Arterial, f ._Secondary Arterial, � - Proposed Major nr[enal,Propose0 , '+ RreMpa n _�'r Mnor Collector,E%Isting �' (((///��� M nor Collector, Jit oIN52d 'pie a �� re Veeeery / Major G011ecWr � Pd0 dxd W"`ryy-- � Freeway,Existing oral Arterial j° <��e -_ ` unarvlaeo,Praoosea y,<a Annavlue \\ -- al senire aoao �� S4"b •, west Gutn Park 1 . U , o a ♦ \ � ' � HarzesM1oe Or - � E YO E TM High School l "" k \ • .,, Wok�nn res♦'- 7,850 New ven �i r •_-.�•--- - - - - --------- `r , n Rn1 ,�ii E—,04 NG&USG S,FE.I,IA Texas Parks&Wifdlile,MNANP,Esri,HERE Garmin,Foursgyare.,—4 pF, • —1chnaloglex Inc,METI/NASA,USGS,EPA.NPS,US Cens�S Bureaµ.,USDA 4 1 Developer's Request & Planning Commission Recommendation tt� X=Proposed Removal from Plan at O � SA Subject Property -A:p x m IIIII'�I�I�I Staff Recommendation X=Proposed Removal from Plan o®� y0r - 4 � - �A Subject Property i- w _ _. Staff Recommendation -D- Z • Removal of the northward extension of Haven Drive The east-west connection can be accomplished through the existing Haven Drive. • Keeping the southward extension of Sunny Drive. o Necessary for a connected network and to distribute traffic in different directions. o Provides a direct connection to Starlite Lane. o Reduces travel time &improves conditions for walkers/bikers. 0 2016 City Comprehensive Plan on Housing& Neighborhoods: ➢ "The design of new developments promotes a broader sense of neighborhood...rather than...isolated subdivisions...with lack of interconnection." ➢ "...promote...developments with a well-connected street network or appropriate connections to neighboring subdivisions, destinations or bicycle/pedestrian facilities. Street System ��-,-ea � Model Network Implementation lmlleI.Bill teM�� .r + �� 1 "r, ; en ■ �� 'ntiAr Itr.o [F;�.rt 1/2 mile yrr;l lar�� Dunbarto Oak Dr ,;"'' J n RA r s rruuq lew � �.y'r i Arterial Street er �+ ++ rnnnnnruns• ■ - n J. �I R� �y r ■eiiiuuu5 Jl. re 4��� .ra �:...'8 '� l�. m M.�s Iliue non arrne ;}. r U SIR nrl Ahla nunL rtnlw ILeYun° e { huma rns �= nu a nmrunue s e mnrrre mml �g t M - �1p�1 �1 ►i r{ri°f ".% ; `unn�r p cru. _rem I' rurnru . Snowgoo�e�Qn cS�lmbergate Dr. rr il -g ' � 1/2 mile X160 acres� _a..-�r �. nr urs r`�ro[yr . . ■ c+ii G1.Hersrn"s 'm.nnura �ia'a 9- 7 Jk 4 rennin s r„t �,r. � �leiers �.. •s t; a 4 rt'iununa-4 r_�. c IT eeseu� '� ' `""i Collector Street „ r'.n ��.�...W t rumnrs�llll_ y11rN ■ _._.P 1 ue i c, 3 y.; +r........... '.��' L1f i t lanr � r': e m i l r nu +r•'a lM,_ X11 �..r�_L �� 1i��i ul lrlw c . . �:I err r r1r;l.9E.Ir r t�ilnrr3 iP' CJIIIIIIIIIu� Y ��� g er A tlnnlunlirn �a rA n L,s � ellrA[5�' iiiuin y r� -i'' S - ���i�xl rFIN � `lauugerl reYl' rL r Deus + y+ .n r 4 Ito J I.rypma ,� i IV,, G�, ynnrurl �_Ceda ass Rdr.r, ? Llp s_!_Ivd. a _ ,,�- Llpj Bled a elfi3ar ■ r k e a el,l. C Arterial Street --- uxr•ri II > "0 s r nlmr+ x e f A sa Sr [,rnnrr 1 { r � � 1 Winn Ienlnonnnlnurnnrneeaur r..r.. r �e.rrruun� .•6� a alt : ° ' rJ �i,AI et9�1{11111111 Inlrelnrllllllr rrrl��. �i`6 rersuurn ■rl m I r • i 1 e • 3G � t°a r 7.w�r'�r�w7�yAiTi iq�t '— �� a e r ulna ■el y r I nrrnn • ■„,,,, � m I ' 'r. a 7 iW4 .�_.n a ri ■unru a uelr nlr r�.: 17 .r `Z...�..i Is .tet I _ ����urC�a rr a E-unuleu,muunu �rnr_E: WO 1 rrlaleYW! nnlw._'+rilS.afar'7.lara� r�r` 4_,�rIM 1 �1(" p�q�y� ■■ fie i {a;4 Ir 'i'1 © �'l( �iC 4� r I pI i 5,wrsar t , M Example: South Shores Estates, 195 Houses, 4 outlets E ST ��•� .71,7X78✓^0)/ '- 1 01 49 In Q hth Pilus cN 4 i O �a Example: J y Arlington • Heights, Houses, outlets 976D LA B�CH STr T V Y Si C i r - p 0 Example: Yorkshire Estates, 339 Houses, 3 outlets i �.. ��a ���*.� r ' „�:.4"lr���, �'-,`� E9s�A�.�� . t✓� 1 row' ♦e A raa .. w " e Example: Ranch Vista Subdivision, 919 Houses, 3 outlets ;maw' -- l� s�l. as sP��ll P�I�If+�e�a�a' 4:?;; I�*± w'r r;; '�' I '�„'ii ''. ,�a�►P���P� EaPP.'��na r '�"rfC1*.I,Gl ~ �? AM, . f��t ,'' I ,(°kr`a"/`�I +►' ++w�' !* 'N.i . E'`'°�' �.P/a -s'!`!' SII IIr.� +a.,. r+ !'B s��.� n� IIII her�►a Ao W44 CAI CU. *fx +� �7tr *1'IIr�'�. � ✓ � T F r- • P rkw y �` �� � +`. � 12 SC w 0 H V CORPORI AGENDA MEMORANDUM 1852 City Council Meeting of August 15, 2023 DATE: August 8, 2023 TO: City Manager Peter Zanoni Mayor and Council FROM: Heather Hurlbert, CPA, CGFO - Assistant City Manager HeatherH3(a-)cctexas.com (361) 826-3506 Resolution defining the Convention Center Complex and Regional Parks for the purpose of the use of Type A Sales Tax CAPTION: A resolution designating and establishing the Convention Center Complex and certain city parks as a project authorized by Chapters 504 and 505 of the Texas Local Government Code; Identifying a method for financing the project, and resolving other matters in connection therewith. SUMMARY: This resolution will establish the Conference Center Complex and Regional Parks for the purposes of the use of 1/4 cent Type A sales tax if repurposed by voters in November 2023. The Convention Center Complex will include the convention center, arena, Selena Auditorium, headquarters hotel, and the seawall structure from McGee Beach to the Port of Corpus Christi. Regional Parks will include Bill Witt Park, Cole Park, Commodore Park, Labonte Park, Parker Park, Salinas Park, and West Guth Park. BACKGROUND AND FINDINGS: On July 25,the Council approved a motion declaring the intent to include an item on the November 2023 election ballot replacing the existing Type A sales tax with the adoption of a two-eighths of one percent sales and use tax (maintaining the current level of sales and use tax) for the promotion and development of new and expanded business enterprises to be administered by the Corpus Christi Business and Job Development Corporation (Type A Corporation) under Chapter 504 of the Texas Local Government Code. The proposed use of the repurposed funding is for continued economic development through Regional Parks, commercial and industrial streets, new fight destinations and the Convention Center Complex. Prior to calling the election City Council must consider a resolution defining what is including in SHARE D\Elections\2023 Election the Convention Center Complex and Regional Parks for the purpose of the election. The Convention Center Complex is proposed to include the convention center, arena, Selena Auditorium, headquarters hotel, and the Seawall structure from McGee Beach to the Port of Corpus Christi. Regional Parks will include Bill Witt Park, Cole Park, Commodore Park, Labonte Park, Parker Park, Salinas Park, and West Guth Park. The election proposition will allow for the repurposed Type A Sales Taxes to be specifically used for the design, construction, expansion, improvement, renovation, and equipping the components of the Convention Center Complex, including maintenance and operation costs for the life of the complex and designing, constructing, maintaining, and operating Regional Parks. For purposes of this resolution the Seawall is defined as: Seawall flood control structure to include public improvements and promenade along the length of the downtown seawall (from the Port of Corpus Christi to McGee Beach) that connect directly to the seawall as well as flood protection features that are necessary to the downtown seawall flood protection system, along with its surface from the sea-facing highest vertical edge inland 50 feet In the future, other related facilities can be added to the definition of the Convention Center Complex and Regional Parks by the resolution of the City Council. Any added facilities must have a geographic location and planned use that is proximate to the facilities identified in the proposed definition. ALTERNATIVES: The Council could choose to modify the definition of the Convention Center Complex and Regional Parks. FISCAL IMPACT: No fiscal impact RECOMMENDATION: Approval of the definition of the Convention Center Complex and Regional Parks for the use of the Type A Sales Tax. SUPPORTING DOCUMENTS: Resolution SHARE D\Elections\2023 Election DRAFT OF AUGUST 11,2023 RESOLUTION NO. A RESOLUTION BY THE CITY COUNCIL OF CORPUS CHRISTI, TEXAS DESIGNATING AND ESTABLISHING THE CONVENTION CENTER COMPLEX AND CERTAIN CITY PARKS AS PROJECTS AUTHORIZED BY CHAPTERS 504 AND 505 OF THE TEXAS LOCAL GOVERNMENT CODE; IDENTIFYING A METHOD FOR FINANCING THE PROJECT; AND RESOLVING OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the Council) of Corpus Christi, Texas (the City) has identified certain facilities in relative close proximity and related infrastructure that the City relies upon for its convention and tourism-related business and that are essential and necessary for the promotion and development of new and expanded business enterprises within the City (the Convention Center Complex)under Chapters 504 and 505 of the Texas Local Government Code, as amended (collectively, the Act); and WHEREAS, the Council has identified a need to enhance its parks system to improve and maintain tourism and visitor-related business within the City and that are essential and necessary for the promotion and development of new and expanded business enterprises within the City under the Act; and WHEREAS,by separate ordinance,the Council proposes to submit to the City's registered voters a measure and corresponding ballot proposition at an election to be held on November 7, 2023 (the Election)seeking authority to repurpose certain sales and use taxes to finance the design, construction, renovation, maintenance, and operation of the Convention Center Complex and to improve City parks; and WHEREAS, the Council deems it necessary and desirable to respectively define in this resolution the Convention Center Complex and Regional Parks,being City parks eligible to benefit from any funding resultant from the Election before ordering the Election because it would be impracticable to define the entire scope of the Convention Center Complex and Regional Parks in the measure and corresponding ballot proposition; and WHEREAS, if approved by a majority of the qualified voters voting in the Election, then proceeds generated by the repurposed sales and use taxes will be administered by the Corpus Christi Business and Job Development Corporation (the Type A Corporation) for the purposes approved at the Election, including the design construction, and renovation of the Convention Center Complex, including maintenance and operations for the life thereof, and enhancement and improvement of Regional Parks; and WHEREAS, the Council hereby finds and determines that the actions detailed above are in the best interests of the residents of the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: The Council designates the following City-owned facilities and related infrastructure as a project under the Act: a) Arena; b) Convention Center; c) Selena Auditorium; d) Seawall flood control structure to include public improvements and promenade along the length of the downtown seawall (from the Port of Corpus Christi to McGee Beach) that connect directly to the seawall as well as flood protection features that are necessary to the downtown seawall flood protection system, along with its surface from the sea-facing highest vertical edge inland 50 feet; e) Planned new Headquarters Convention Center Hotel; and f) Such other related convention center facilities hereafter added to the definition of "Convention Center Complex" by resolution of the Council. Added facilities will have a geographic location and planned use that is proximate to the facilities identified in (a) through (e) as determined by the Council's discretion pursuant to then applicable law. SECTION 2: The project components as identified in Section 1 are collectively called the "Convention Center Complex" and items(a)through(e)of which are depicted on the map attached hereto as Exhibit A. SECTION 3: The Council designates the following City-owned parks as a project under the Act: a) Bill Witt Park, Cole Park, Commodore Park, Labonte Park,Parker Park, Salinas Park, West Guth b) Such other City parks hereafter added to the definition of "Regional Parks" by resolution of the Council. SECTION 4: The City parks identified in Section 3 are collectively called the "Regional Parks". SECTION 5: The Council hereby determines that no part of either the Convention Center Complex or the Regional Parks is used primarily for civic, charitable, or promotional events, but such uses, if any, are only occasional. SECTION 6: If approved by a majority of the qualified voters voting in the Election,then the Council will execute an interlocal agreement with the Type A Corporation to retain proceeds of the repurposed sales and use taxes to the Type A Corporation,to be paired with other City funds, for the design, construction, expansion, improvement, renovation, maintenance, and operations of the Convention Center Complex and enhancement and improvement of the Regional Parks. 2 SECTION 7: 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 Council. SECTION 8: All 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 9: This resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 10: 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 Council hereby declares that this resolution would have been enacted without such invalid provision. SECTION 11: 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 12: This resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND APPROVED on the day of 2023: Paulette M. Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley 3 PASSED AND ADOPTED on August 15, 2023. CITY OF CORPUS CHRISTI, TEXAS Paulette M. Guajardo Mayor ATTEST: Rebecca L. Huerta City Secretary (CITY SEAL) S-1 Exhibit A Map of the Convention Center Complex City of Corpus, Christi, Texas American Bank Center Seawall Selena uditorium yy Convention Center rx i� Arena a vz G 0 250 500 Feet S—city N corpuschristi,Ecmomic perekpmenfpeparhneM,]uH2023 Nh[.lUsers�RpgarNZ�oneprive-City of[gryus chrcu�mn It pc�elopmentyuneri an BankEenrelynmevican frank Cerrterapr: LI *Convention Center Hotel will be located within 1,000 feet of an exterior wall of the Convention Center, Auditorium, or Arena. A-1 Type A .. Repurpose � w f, IAll �x. Convention a� Center Projecty . •rte City Council Council Meeting . August 15, 2023 Convention Center Project Scope Scope to Include: • Arena • Convention Center • Selena Auditorium • Entertainment District • New Headquarters Hotel DRAFT 2 Estimated Project Investment Project Total $725M City Investment $480M American Bank Center Entertainment District Headquarters HotelExpansion/Renovation Project Total Project Total Project Total Prosect Total $200M $160M $31M $330M City Investment City Investment City Investment City Investment $200M $50M $31M $200M DRAFT 3 thousands)Potential Revenues Summary of Potential Gross Revenues(in III- Projected revenue sources,annual ®�� amounts and applicable years provided Revenue Source ,., , by Hunden Partners as of June 26, 3-Mile Project Finance Zone[PFZ] State-Hotel, Sales&Bev $ 133,598 $ 89,066 $ 32,061 2023. Preliminary,subject to change- 10-Year Recapture(Hotel&Sales) State-onsite 75,810 50.540 34,411 ■ The annual revenue projections Venue Occupancy Tax(20%) Local-Historical&Onsite 196,641 131,094 52,831 representrp oss tax receipts. Type Aaccounts for - Operations&maintenance(O&M)and approximately 35%of the Type Ates Local-Historical&Onsite 549,125 366,083 178,093 renewal&replacement(R&R)costs needed funding Type B Econ Oev Sales Taxes Local-Historical&Onsite 183,042 122,028 59,364 would be paid from these revenues, TIRZTax Revenues Local-Historical&Onsite 211,070 140,714 55,.538 reducing the potential bond capacity. Totals $1,468,109 $ 978,739 $ 457,375 ■ For purposes of illustration,the annual gross tax revenues are adjusted for a S7o minimum debt service coverage ratio ■PFZ 016-YrRecapture ®Venue Tax +HotdMGtelTsx (DSCR)of 1.54x and present valued to 2 S60 NTypeA •Type 8 •-IRZ July 1,2024 at an illustrative cost of fu n ds. S50 ■ An independent consultant should be S40 retained to provide a detailed forecast of available pledged revenues. This Sao study will be used to structure the debt I111and obtain bond ratings and insurance. Seo III- Additionally,the City should consider S10 I � adding a senior underwriter with considerable convention center/arena S_ experience to the finance team early in 2025 2027 20129 2031 2033 2035 2037 2039 2041 2643 2045 2047 2&49 201-1 2053 the process as the plan of finance is being built. FL ISVFGALIIE� UIIUC FINANCE INC. 4 Julie 27,2023 Type A Repurposing Today • 1/4 Cent Sales Tax • Arena-1/8 cent • Seawall-1/8 cent • Expiration • Arena-2025 • Seawall-2026 • Revenue • 1/4 cent produces approximately $17.8M annually which continues to increase each year 5 Convention Center Complex Defined by Resolution City Council will approve a resolution to define the Convention Center Complex to include: • Arena • Convention Center • Selena Auditorium • New Headquarters Hotel • Seawall • Defined as Seawall flood control structure to include public improvements andpromenade along the length of the downtown seawall from the Port of Corpus Christi to McGee Beach) that connect directly to the seawall as well as flood protection features that are necessary to the downtown seawall flood protection system along with its surface from the sea-facing highest vertical edge inland 50 deet DRAFT 6 i fJ r, r Selena ,.� Auditorium J R r1 rr r Convention Center Ie7 01 -' ., Arena ♦ w d � • 44yy„ -�► .�t �v ..« n i • --7 .� J6► rY ir -��.'��,JS 'SAY YS r' �y A • . 4 er i Ll �*J 42wl f` MW r • ii 74 ,r �� � � � ���� �' ewe _ • .. ' P . " �� ,w, _Lip � /cay,� *,�•-. , ry4i- • )l • 00 1,000 mesaar ' • 10 •M� Vl�. Type A Repurposing Process • November 2023 election to approve repurpose of 1/4 cent after existing debt is paid in full • Election prior to expiration ensures no interruption in collection • Single measure and ballot proposition DRAFT Type A Repurposing Proposition • Propose 1/4 cent allocation • Convention Center Complex as defined by resolution • Regional parks • Includes Bill Witt, Labonte, West Guth, Salinas, Cole Park, Parker, and Commadore • Commercial/industrial streets (arterials and collectors) • If approved, collections can be used for the specific items approved by voters without expiration or until a change is approved by voters. DRAFT 12 � � I LABONTE PARK ur WEST'GUTH r-PARK wf COLE PARK l SALINAS PARK !I BILL WITT PAR SER PARK PARK —City of Corpus Chnsti Regional Parks ____T• O City of Corpus Chnsti City Limits I 1—— ——-—_ COMMODORE 0 1 2 3 4 5 / PARK Miles Soume:tlty o/Corpus CM1rhu Economk Davebpmmt Department August 20]3 rase.cw ra+`aw waaoaattw aM a cwu mmvcavato..awm.nsNea.lvw� 13 ie-- I; LABOMTE PARK " f•f r�� PARK t COLE PARK t SALIVAS PARK sit I f r '77- BILL WITT PARKi R PARK -city of Corpus Chrati Regional Parks I PARK 0 Regional Parks 5-Mile Buffer City of Corpus Christi City Limits —1 COMMODORE 0 1 2 3 4 5 \ PARK Miles `\\ S c Ck of Cor sChrl BewwMe DwMepreert Dopst—MAupurr Yf37 `\ 14 Type A Repurposing Proposition Proposed Ballot Language Voters will vote "For" or 'Against" Replacing the expiring Type A sales and use taxes by adopting a sales and use tax at the rate of 1/4 of 1% (being 0.250 cents per $1), maintaining the same sales and use tax rate that now exists within the City, with proceeds to be used for the construction, renovation, maintenance, and operations of Regional Parks (a term defined by the City of Corpus Christi, Texas Resolution Number ), commercial/industrial streets, the Convention Center Complex (a term defined by Resolution Number __), and new destination flight option enhancement at the Corpus Christi International Airport. DRAF 15 Recommendation ✓ Approve resolution defining the Convention Center Complex and Regional Parks ✓ Approve ordinance to call the election for November to repurpose 1/4 cent of sales tax to: • Convention Center Complex • Regional Parks • Commercial and industrial streets • New Destination Flight Option Enhancements DRAF 1 16 § �2} s ((������l��y§7 ttgi` Z?'all��}4}fj�,ty c - �r` � 8 k� a w � �av �. ^�.,, � �,+ .,,., d e.x,, a ���jtti., � �2 � .W - �� �. meq_ �„ ,� s • • i i �. 1 „� d w"d � , SC w 0 H V CORPORI AGENDA MEMORANDUM 1852 Second Reading for the City Council Meeting of August 15, 2023 DATE: August 8, 2023 TO: City Manager Peter Zanoni Mayor and Council FROM: Rebecca L. Huerta, City Secretary RebeccaH@cctexas.com (361) 826-3105 Heather Hurlbert, CPA, CGFO - Assistant City Manager HeatherH3(a-)cctexas.com (361) 826-3506 Calling a Special Election on November 7, 2023 to repurpose Type A sales taxes for financing the City's Convention Center Complex, Regional Parks, Commercial/Industrial Streets, and New Destination Flight Options CAPTION: Ordinance calling a Special Election to be held in the City of Corpus Christi, Texas to repurpose two local sales and use taxes for financing the City's Convention Center Complex, Regional Parks, Commercial/Industrial Streets and New Destination Flight options; making provision for the conduct of the election; and resolving other matters related to such election. SUMMARY: This ordinance will allow for a special election to be held on November 7, 2023 to reallocate Type A sales tax funding from the existing 1/8 cent for the Arena and 1/8 cent for the Seawall for financing the Conference Center complex(which will include the convention center, arena, Selena Auditorium, headquarters hotel, and the seawall flood control structure), commercial and industrial streets including arterial and collector streets, City's regional parks and new destination flight options; and allow the City to enter into a joint election agreement with Nueces County. BACKGROUND AND FINDINGS: On July 25,the Council approved a motion declaring the intent to include an item on the November 2023 election ballot replacing the existing Type A sales tax with the adoption of a two-eighths of one percent sales and use tax (maintaining the current level of sales and use tax) for the promotion and development of new and expanded business enterprises to be administered by SHARE D\Elections\2023 Election the Corpus Christi Business and Job Development Corporation (Type A Corporation) under Chapter 504 of the Texas Local Government Code. The proceeds will specifically be used for the design, construction, expansion, improvement, renovation, and equipping the convention center complex, including maintenance and operation costs for the life thereof, design, construction, maintenance and repair of commercial and industrial streets including arterial and collector streets, design, construction, maintenance, and operation of regional parks within the City and the facilitation of new destination flight options to and from the City and making necessary and related improvements to the Corpus Christi International Airport. Prior to calling the election City Council will approve a resolution defining what is including in the Convention Center Complex and the regional parks. The Convention Center Complex which is proposed as the convention center, arena, Selena Auditorium, headquarters hotel, and the Seawall structure from McGee Beach to the Port of Corpus Christi. The Regional Parks are proposed as Bill Witt Park, Cole Park, Commodore Park, Labonte Park, Parker Park, Salinas Park, and West Guth Park. Included in the proposed language is the requirement to allocate at least 5%of the annual revenue to each eligible use which includes the Convention Center Complex, Regional Parks, Commercial and Industrial Streets, and new destination flight options. If the election to repurpose the 1/4 cent sales tax is successful, the repurposing of the 1/8 cent for the Arena would not begin until the final debt payment on the outstanding debt in 2025 and the 1/8 cent for the Seawall would not begin until the final debt payment on the outstanding debt in 2026. The estimated revenue generated by 1/4 cent of the local sales taxes is budgeted at $17.8M for FY24. Any potential changes to board structure, creation of a special purpose district to consolidate and manage the funding for the Conference Center Complex project, or interlocal agreements between the City, the special purpose district and the Type A Corporation can be made after the election and prior to the expiration of the original purposes. The Seawall Fund is estimated to have a remaining balance of $14M once all current projects are completed and the tax expires. These funds can be allocated in part or in full as a maintenance and/or capital improvement reserve for the seawall flood control structure. ALTERNATIVES: The Council could choose not to call an election. FISCAL IMPACT: Based on the most recent actuals for the 2022 general election, paid in FY 2023, staff has budgeted a conservative amount of$200,000 for the special election. Funding Detail: Fund: 1020 Organization/Activity: 10020 City Secretary's Office Mission Element: 714 Project # (CIP Only): N/A Account: 530000 Professional Services Note: Will be paid in FY 2024. RECOMMENDATION: SHARE D\Elections\2023 Election Approval of the ordinance. SUPPORTING DOCUMENTS: Ordinance Joint Election Agreement— Nueces County SHARE D\Elections\2023 Election Draft of August 11,2023 ORDINANCE NO. ONE-READING ORDINANCE CALLING A SPECIAL ELECTION TO BE HELD IN THE CITY OF CORPUS CHRISTI, TEXAS TO REPURPOSE TWO LOCAL SALES AND USE TAXES FOR FINANCING THE CITY'S CONVENTION CENTER COMPLEX, REGIONAL PARKS, COMMERCIAL/INDUSTRIAL STREETS AND NEW DESTINATION FLIGHT OPTIONS; MAKING PROVISION FOR THE CONDUCT OF THE ELECTION; AND RESOLVING OTHER MATTERS RELATED TO SUCH ELECTION WHEREAS,the City Council (the Council) of the CITY OF CORPUS CHRISTI, TEXAS (the City),located in Nueces, San Patricio,Aransas and Kleberg Counties, Texas,hereby finds and determines that an election should be held to establish whether the City will be authorized to repurpose two local sales and use taxes as further described in this ordinance (the Election); and WHEREAS, the majority of registered voters voting in an election held on November 7, 2000 (the 2000 Election) authorized the City to adopt a sales and use tax at a rate of 1/8 of 1% for 25 years for the purpose of maintaining and operating the downtown Seawall as permitted by Section 4A, Texas Development Corporation Act of 1979 (Section 4A), now codified as Chapter 504, Texas Local Government Code (Chapter 504); and WHEREAS, the majority of registered voters voting in the 2000 Election also authorized the City to adopt a sales and use tax at a rate of 1/8 of 1% for 25 years for the purpose of maintaining and operating the City's Multipurpose Arena as permitted by Section 4A; and WHEREAS,the two sales and use taxes authorized by the 2000 Election (the Type A Sales Taxes) are administered by the Corpus Christi Business and Job Development Corporation under Section 4A (the Type A Corporation); and WHEREAS, while the Type A Sales Taxes will soon expire, Chapter 504 permits the City to seek reauthorization at the Election; and WHEREAS,Chapter 504 further permits the City to submit to the electorate new categories of projects to be administered by the Type A Corporation under Chapter 505, Texas Local Government Code (Chapter 505), including regional parks; commercial and industrial streets; and convention, visiting, and tourism-related improvements; and WHEREAS, in Resolution No. , the City designated and described the City's Convention Center Complex and Regional Parks,respectively, as projects authorized by Chapters 504 and 505 (the Resolution); and WHEREAS, given the easy accessibility of locating City resolutions on its website, the Council finds and determines that reference to the Resolution in the measure and corresponding S-1 ballot proposition stated in this ordinance is sufficient to satisfy the ballot requirements of Chapter 505; and WHEREAS, the Council finds and determines that designing, constructing, renovating, equipping, maintaining, and operating the Convention Center Complex is necessary for the promotion and development of new and expanded business enterprises within the City; and WHEREAS, the Council finds and determines that designing, constructing, maintaining, and operating Regional Parks within the City is necessary for the promotion and development of new and expanded business enterprises; and WHEREAS, the Council finds and determines that designing, constructing, maintaining, and repairing commercial and industrial streets within the City is necessary for the promotion and development of new and expanded business enterprises; and WHEREAS, the Council finds and determines that incentivizing new destination flight options to and from Corpus Christi International Airport is necessary for the promotion and development of new and expanded business enterprises; and WHEREAS, the Council hereby finds and determines that asking the electorate to reauthorize the Type A Sales Taxes for a new purpose and duration as permitted by Chapters 504 and 505 and as detailed in the measure below is in the best interest of the public; and WHEREAS, should the electorate approve the changes proposed by the measure in this ordinance,the combined rate of all local sales and use taxes imposed by the City and other political subdivisions having territory in the City will not exceed 2%, in compliance with Section 327.004, Texas Tax Code; and WHEREAS, the City will contract with the county clerk of Nueces County (the County Clerk)to conduct all aspects of the Election; and WHEREAS,the City does not currently have registered voters in San Patricio, Aransas, or Kleberg Counties but, to the extent necessary, the City may also contract with these counties to conduct the Election; and WHEREAS, the Election may be held jointly with other political subdivisions (collectively, the Participants), as provided pursuant to an election services agreement, a joint election agreement,or similar contract between or among(as applicable)the City,any Participants, and the respective election officials of Nueces, San Patricio, Aransas or Kleberg Counties, entered into according to the Texas Election Code, as amended(the Code); and WHEREAS, the Council hereby finds and determines that the actions hereinbefore described are in the best interests of the residents of the City; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The Election shall be held in the CITY OF CORPUS CHRISTI, TEXAS on November 7, 2023 (Election Day), which is a uniform election date under the Code not less than 78 days from the date of the adoption of this ordinance,for the purpose of submitting the following measure to the qualified voters of the City: CITY OF CORPUS CHRISTI MEASURE A Shall the City Council of Corpus Christi, Texas, be authorized to replace the Type A sales and use tax of 1/8 of 1% (being 0.125 cents per $1) dedicated to the Seawall and to replace the Type A sales and use tax of 1/8 of 1%(being 0.125 cents per$1) dedicated to the Multipurpose Arena,both of which are scheduled to expire 25 years after they were authorized by an election held on November 7, 2000 (or the earlier repayment of associated debt), with the adoption of a sales and use tax at the rate of 1/4 of 1% (being 0.250 cents per $1), maintaining the same sales and use tax rate that now exists within the City,to be administered by the Corpus Christi Business and Job Development Corporation under Chapters 504 and 505 of the Texas Local Government Code for an unlimited duration (unless terminated by a subsequent election) with proceeds thereof(annually allocated so that at least 5% of such proceeds are applied to each of the foregoing categories) to be used for (1) designing, constructing, maintaining, and operating Regional Parks (a term defined by the City of Corpus Christi, Texas Resolution Number ) within the City, (2) designing, constructing, maintaining, and repairing commercial and industrial streets within the City, (3) designing, constructing, expanding, improving, renovating, equipping, maintaining, and operating the Convention Center Complex (a term defined by the City of Corpus Christi, Texas Resolution Number ), and (4) for the purpose of facilitating new destination flight options to and from the City, provision of financial incentives (including the making of grants) to airlines and making necessary and related improvements to the Corpus Christi International Airport? SECTION 2. One or more City election precincts are hereby established for the purpose of holding the Election, and one or more polling places are hereby designated for holding the Election in the City election precincts as identified in Exhibit B to this ordinance (which will be approved and attached hereto, and incorporated herein, when such polling places are determined by Nueces County). In compliance with the Code, the County Clerk will identify and formally approve the appointment of the Presiding Judges, Alternate Presiding Judges, Election Clerks, and all other election officials for the Election. The Mayor, the City Manager, or their designees can correct, modify, or change the Exhibits to this ordinance based upon the final locations and times agreed upon by the City,the County, and the Participants, if any and as applicable,to the extent permitted by applicable law. To the extent required by the Code or other applicable law, the appointment of election officials at polling locations must include a person fluent in the Spanish language. B. On Election Day, the polls shall be open as designated on Exhibit B. C. The main early voting location is designated in Exhibit A to this ordinance (which will be approved and attached hereto, and incorporated herein, when such voting location is determined by Nueces County). The individual named as the Early Voting Clerk as designated in Exhibit A is hereby appointed as the Early Voting Clerk to conduct such early voting in the Election. The Early Voting Clerk shall appoint the Deputy Early Voting Clerk. This main early voting locations and any branches shall remain open to permit early voting on the days and at the times as stated in Exhibit A. D. The County Clerk is authorized to establish an Early Voting Ballot Board for their respective counties and to designate the Presiding Judge of such Early Voting Ballot Board. The Presiding Judges of the Early Voting Ballot Board shall appoint two or more additional members to constitute their respective Early Voting Ballot Board members and, if needed, the Signature Verification Committee members required to efficiently process the early voting ballots. SECTION 3. Any legally permissible voting method may be used for early voting and Election Day voting by personal appearance, and when required by the Code, at least one accessible voting system per polling place will be provided. Certain early voting may be conducted by mail according to the Code. SECTION 4. The Council authorizes the County Clerk to utilize a Central Counting Station (the Station) as provided by the Code. The County Clerk, or designee thereof, is hereby appointed as the Manager of the Station who will establish a written plan for the orderly operation of the Station according to the Code. The Council authorizes the County Clerk, or the designee thereof, to appoint the Presiding Judge, the Tabulation Supervisor, and the Programmer of the Station and may appoint Station clerks as needed or desirable. The County Clerk will publish (or cause to be published)notice and conduct testing on the automatic tabulation equipment relating to the Station and conduct instruction for the officials and clerks according to the Code. SECTION 5. The official ballot shall be prepared according to the Code to permit voters to vote"FOR" or"AGAINST"the aforesaid measure which shall appear on the ballot substantially as follows: CITY OF CORPUS CHRISTI PROPOSITION A Replacing the expiring Type A sales and use taxes by adopting a sales and use tax at the rate of 1/4 of 1% (being 0.250 cents per $1), maintaining the same sales and use tax rate that now exists within the City, with proceeds to be used for the construction, renovation, maintenance, and operations of Regional Parks (a term defined by the City of Corpus Christi, Texas Resolution Number ), commercial/industrial streets, the Convention Center Complex (a term defined by Resolution Number ), and new destination flight option enhancement at the Corpus Christi International Airport. SECTION 6. All resident qualified voters of the City shall be permitted to vote at the Election, and on Election Day, such voters shall vote at the designated polling places. The Election shall be held and conducted in accordance with the Code and as may be required by other law. To the extent required by law, materials and proceedings relating to the Election shall be printed in both English and Spanish. SECTION 7. Before Election Day, a public hearing will be held within the City to inform the residents of the cost and impact of the planned projects for the Convention Center Complex, regional parks, and commercial/industrial streets. At least 30 days before the date set for hearing, notice of the date, time, place, and subject of the hearing shall be published in a newspaper of general circulation in the City on a weekly basis until the date of the hearing. SECTION 8. Notice of election, including a Spanish translation thereof, shall be published in a newspaper of general circulation in the City not more than 30 nor less than 10 days before Election Day. Moreover,notice of election,including a Spanish translation thereof,shall be posted not less than 21 days before Election Day on the bulletin board at City Hall used for posting notices of Council meetings and on the City's internet website. SECTION 9. The Council authorizes the Mayor, the City Manager, or their designees to negotiate and enter into one or more joint election agreements, election service contracts, and/or similar contracts or agreements with the Nueces County, acting by and through the County Clerk, the election officials of San Patricio, Aransas, and Kleberg Counties, and any Participants if desired or required to comply with applicable law, as permitted and in accordance with the Code. In addition, the Council authorizes the Mayor, the City Manager, or their respective designees to make such technical modifications to this ordinance that are necessary for compliance with applicable Texas or federal law or to carry out the intent of the Council, as evidenced herein. SECTION 10. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this ordinance for all purposes and are adopted as a part of the judgment and findings of the Council. SECTION 11. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this ordinance are hereby repealed to the extent of such conflict, and the provisions of this ordinance shall be and remain controlling as to the matters ordained herein. SECTION 12. This ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 13. It is officially found, determined, and declared that the meeting at which this ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting,including this ordinance,was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 14. If any provision of this ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and this Council hereby declares that this ordinance would have been enacted without such invalid provision. SECTION 15. Upon written request of the Mayor or five City Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this 15th day of August, 2023. Corpus Christi, Texas day of , TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Paulette Guajardo Mayor Council Members The above ordinance was passed by the following vote: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley PASSED AND ADOPTED on August 15, 2023. CITY OF CORPUS CHRISTI, TEXAS Paulette M. Guajardo Mayor ATTEST: Rebecca L. Huerta City Secretary (CITY SEAL) [Signature Page to ordinance Calling a Special Election] Type A .. Repurpose � w f, IAll �x. Convention a� Center Projecty . •rte City Council Council Meeting . August 15, 2023 Convention Center Project Scope Scope to Include: • Arena • Convention Center • Selena Auditorium • Entertainment District • New Headquarters Hotel DRAFT 2 Estimated Project Investment Project Total $725M City Investment $480M American Bank Center Entertainment District Headquarters HotelExpansion/Renovation Project Total Project Total Project Total Prosect Total $200M $160M $31M $330M City Investment City Investment City Investment City Investment $200M $50M $31M $200M DRAFT 3 thousands)Potential Revenues Summary of Potential Gross Revenues(in III- Projected revenue sources,annual ®�� amounts and applicable years provided Revenue Source ,., , by Hunden Partners as of June 26, 3-Mile Project Finance Zone[PFZ] State-Hotel, Sales&Bev $ 133,598 $ 89,066 $ 32,061 2023. Preliminary,subject to change- 10-Year Recapture(Hotel&Sales) State-onsite 75,810 50.540 34,411 ■ The annual revenue projections Venue Occupancy Tax(20%) Local-Historical&Onsite 196,641 131,094 52,831 representrp oss tax receipts. Type Aaccounts for - Operations&maintenance(O&M)and approximately 35%of the Type Ates Local-Historical&Onsite 549,125 366,083 178,093 renewal&replacement(R&R)costs needed funding Type B Econ Oev Sales Taxes Local-Historical&Onsite 183,042 122,028 59,364 would be paid from these revenues, TIRZTax Revenues Local-Historical&Onsite 211,070 140,714 55,.538 reducing the potential bond capacity. Totals $1,468,109 $ 978,739 $ 457,375 ■ For purposes of illustration,the annual gross tax revenues are adjusted for a S7o minimum debt service coverage ratio ■PFZ 016-YrRecapture ®Venue Tax +HotdMGtelTsx (DSCR)of 1.54x and present valued to 2 S60 NTypeA •Type 8 •-IRZ July 1,2024 at an illustrative cost of fu n ds. S50 ■ An independent consultant should be S40 retained to provide a detailed forecast of available pledged revenues. This Sao study will be used to structure the debt I111and obtain bond ratings and insurance. Seo III- Additionally,the City should consider S10 I � adding a senior underwriter with considerable convention center/arena S_ experience to the finance team early in 2025 2027 20129 2031 2033 2035 2037 2039 2041 2643 2045 2047 2&49 201-1 2053 the process as the plan of finance is being built. FL ISVFGALIIE� UIIUC FINANCE INC. 4 Julie 27,2023 Type A Repurposing Today • 1/4 Cent Sales Tax • Arena-1/8 cent • Seawall-1/8 cent • Expiration • Arena-2025 • Seawall-2026 • Revenue • 1/4 cent produces approximately $17.8M annually which continues to increase each year 5 Convention Center Complex Defined by Resolution City Council will approve a resolution to define the Convention Center Complex to include: • Arena • Convention Center • Selena Auditorium • New Headquarters Hotel • Seawall • Defined as Seawall flood control structure to include public improvements andpromenade along the length of the downtown seawall from the Port of Corpus Christi to McGee Beach) that connect directly to the seawall as well as flood protection features that are necessary to the downtown seawall flood protection system along with its surface from the sea-facing highest vertical edge inland 50 deet DRAFT 6 i fJ r, r Selena ,.� Auditorium J R r1 rr r Convention Center Ie7 01 -' ., Arena ♦ w d � • 44yy„ -�► .�t �v ..« n i • --7 .� J6► rY ir -��.'��,JS 'SAY YS r' �y A • . 4 er i Ll �*J 42wl f` MW r • ii 74 ,r �� � � � ���� �' ewe _ • .. ' P . " �� ,w, _Lip � /cay,� *,�•-. , ry4i- • )l • 00 1,000 mesaar ' • 10 •M� Vl�. Type A Repurposing Process • November 2023 election to approve repurpose of 1/4 cent after existing debt is paid in full • Election prior to expiration ensures no interruption in collection • Single measure and ballot proposition DRAFT Type A Repurposing Proposition • Propose 1/4 cent allocation • Convention Center Complex as defined by resolution • Regional parks • Includes Bill Witt, Labonte, West Guth, Salinas, Cole Park, Parker, and Commadore • Commercial/industrial streets (arterials and collectors) • If approved, collections can be used for the specific items approved by voters without expiration or until a change is approved by voters. DRAFT 12 � � I LABONTE PARK ur WEST'GUTH r-PARK wf COLE PARK l SALINAS PARK !I BILL WITT PAR SER PARK PARK —City of Corpus Chnsti Regional Parks ____T• O City of Corpus Chnsti City Limits I 1—— ——-—_ COMMODORE 0 1 2 3 4 5 / PARK Miles Soume:tlty o/Corpus CM1rhu Economk Davebpmmt Department August 20]3 rase.cw ra+`aw waaoaattw aM a cwu mmvcavato..awm.nsNea.lvw� 13 ie-- I; LABOMTE PARK " f•f r�� PARK t COLE PARK t SALIVAS PARK sit I f r '77- BILL WITT PARKi R PARK -city of Corpus Chrati Regional Parks I PARK 0 Regional Parks 5-Mile Buffer City of Corpus Christi City Limits —1 COMMODORE 0 1 2 3 4 5 \ PARK Miles `\\ S c Ck of Cor sChrl BewwMe DwMepreert Dopst—MAupurr Yf37 `\ 14 Type A Repurposing Proposition Proposed Ballot Language Voters will vote "For" or 'Against" Replacing the expiring Type A sales and use taxes by adopting a sales and use tax at the rate of 1/4 of 1% (being 0.250 cents per $1), maintaining the same sales and use tax rate that now exists within the City, with proceeds to be used for the construction, renovation, maintenance, and operations of Regional Parks (a term defined by the City of Corpus Christi, Texas Resolution Number ), commercial/industrial streets, the Convention Center Complex (a term defined by Resolution Number __), and new destination flight option enhancement at the Corpus Christi International Airport. DRAF 15 Recommendation ✓ Approve resolution defining the Convention Center Complex and Regional Parks ✓ Approve ordinance to call the election for November to repurpose 1/4 cent of sales tax to: • Convention Center Complex • Regional Parks • Commercial and industrial streets • New Destination Flight Option Enhancements DRAF 1 16 § �2} s ((������l��y§7 ttgi` Z?'all��}4}fj�,ty c - �r` � 8 k� a w � �av �. ^�.,, � �,+ .,,., d e.x,, a ���jtti., � �2 � .W - �� �. meq_ �„ ,� s • • i i �. 1 „� d w"d � , so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of August 15, 2023 DATE: August 15, 2023 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks and Recreation Department RobertD4(a-)-cctexas.com (361) 826-3133 Interlocal Agreement with the Texas General Land Office for the Donation of Two Beach Access Wheelchairs CAPTION: Resolution authorizing the City Manager or designee to execute all documents necessary to enter into an interlocal agreement with the Texas General Land Office to accept the donation of two beach access wheelchairs from the Texas General Land Office. SUMMARY: In order to accept/receive the beach access wheelchairs, the City is required to execute an interlocal agreement with the Texas General Land Office (TGLO). TGLO will be providing the wheelchairs at no additional cost to the City. The wheelchairs are valued at$2,800 and TGLO will retain ownership of the wheelchairs. The agreement shall expire on August 31, 2028. BACKGROUND AND FINDINGS: The TGLO is offering to enter into an interlocal agreement with the City to lend two wheelchairs to the City to provide beach access for people with disabilities. The wheelchairs allow individuals to navigate through the sand and can also be used to submerge in the water. Through the interlocal agreement, the City will retain use of the wheelchairs for the useful life of the equipment and maintain the equipment during this time. The City shall notify TGLO if the equipment should be disposed of due to damage, such that it is unrepairable and either non- functional, hazardous, or otherwise unfit for its intended use. Currently, the City utilizes two beach access wheelchairs which were purchased by the Parks & Recreation Department, and are approximately eight years old. TGLO notified the Parks and Recreation Gulf Beaches Superintendent and conveyed that new wheelchairs are available for distribution. Having additional wheelchairs is beneficial to the community as on occasion, both of the current wheelchairs may be reserved at the same time, leaving no availability. ALTERNATIVES: The alternative would be to not approve the interlocal agreement. However, not accepting the wheelchairs will inhibit people with disabilities from equitably benefiting from recreational activities at City beaches. FISCAL IMPACT: There is no fiscal impact at this time. RECOMMENDATION: Staff recommends approval of interlocal agreement with the TGLO for the acceptance of two beach access wheelchairs. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City Manager or designee to execute all documents necessary to enter into an interlocal agreement with the Texas General Land Office to accept the donation of two beach access wheelchairs from the Texas General Land Office. WHEREAS, the City currently utilizes two beach access wheelchairs that were purchased by the Parks and Recreation Department that are now approximately 8 years old; WHEREAS, the beach access wheelchairs are a special type of wheelchair that are designed to help those with physical disabilities move over sand and can be used to submerge safely in the water, where standard wheelchairs are unsafe to use on sand and in water; WHEREAS, the Texas General Land Office will provide 2 additional beach access wheelchairs to the City; and WHEREAS, the City's Parks and Recreation Department wish the City and Texas General Land Office wish to enter into an interlocal agreement to accept the wheelchairs. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager or designee is authorized to execute the interlocal agreement with the Texas General Land Office to accept the two beach access wheelchairs. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor U���Pt,LANA •���sTATE OF����• INTERLOCAL CONTRACT GLO Contract No. 23-114-009-D933 THE GENERAL LAND OFFICE ("the GLO") and CITY OF CORPUS CHRISTI, Texas Identification Number (TIN) 17460005741 ("Provider"), each a "Party" and collectively "the Parties," enter into the following contract for services (the "Contract") pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. L DEFINITIONS/INTERPRETIVE PROVISIONS/PROJECT DESCRIPTION 1.01 DEFINITIONS "Administrative and Audit Regulations" means all applicable statutes, regulations, and other laws governing administration or audit of this Contract, which may include Title 2, Part 200, Code of Federal Regulations and Chapters 321 and 791 of the Texas Government Code. "Attachment" means documents, terms, conditions, or additional information attached to this Contract following the execution page or expressly incorporated by reference within the body of this Contract. "Contract" means this entire document, along with any Attachments, both physical and incorporated by reference. "Deliverable" means a unit or increment of work to include, any item, report, data, document, photograph, or other submission required to be delivered under the terms of this Contract, in whatever form. "Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "GAAP" means "generally accepted accounting principles." "GASB" means the Governmental Accounting Standards Board. "General Affirmations" means the statements, terms, and conditions attached hereto as Attachment A. To the extent they apply, Provider agrees to and affirms the General Affirmations. "GLO Project Manager" means the GLO employee responsible for the day-to-day management of the Project and Provider's primary point of contact for Project coordination. "Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, other intangible proprietary information, and all federal, state, or international registrations or applications for any of the foregoing. GLO Contract No.23-114-009-D933 Page 1 of 11 "Project" means the services described in SECTION 1.03 of this Contract. "Public Information Act" means Chapter 552 of the Texas Government Code. "Subcontractor" means an individual or business that signs a contract, or enters into an agreement with Provider, to perform part or all of the obligations of Provider under this Contract. "Travel Regulations"ations" means all applicable statutes, regulations, laws, and Comptroller guidance related to reimbursement for Provider's travel expenses, including: Title 34, Section 5.22, of the Texas Administrative Code; Chapter 660 of the Texas Government Code; the General Appropriations Act; and Textravel, the Comptroller's travel regulation guidance available on the Comptroller's website. "Work" means services to be performed or goods to be delivered, and any appurtenant actions performed and items produced, conceived, or developed, including but not limited to Deliverables, in the performance of the Project. 1.02 INTERPRETIVE PROVISIONS a) The meanings of defined terms apply to the singular and plural forms of the defined terms; b) The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, work order, or schedule of this Contract unless otherwise specified; C) The term "including" means "including, without limitation." d) Unless otherwise expressly provided, references to contracts include subsequent amendments and other modifications thereto, to the extent such amendments and modifications are not prohibited by the terms of this Contract, and a reference to a statute or regulation includes statutory or regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; e) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract; f) All Attachments to this Contract, including those incorporated by reference, and any amendments are considered part of the terms of this Contract; g) This Contract may use several limitations, regulations, or policies to regulate the same or similar matters and each such limitation, regulation, and policy is cumulative and shall be performed in accordance with its terms; h) Unless otherwise expressly provided, reference to any action of or by the GLO by way of consent, approval, or waiver is deemed modified by the phrase "in its/their sole discretion," however, the GLO shall not unreasonably withhold or delay any approval, consent, or waiver required or requested of it; i) Time is of the essence in this Contract; j) If this Contract and its Attachments conflict, such conflicts shall be resolved in the following order of precedence: first, the Contract; then attachments to the Contract in this order: Attachment A. GLO Contract No.23-114-009-D933 Page 2 of 11 1.03 PROJECT a) The Parties shall cooperate to provide access to the City of Corpus Christi for people with disabilities (the "Project") as follows: 1) The GLO will, at its own cost: procure beach access mats, beach access wheelchairs or both (collectively, the "Equipment"); lend the Equipment to Provider for the useful life of the Equipment; and coordinate with Provider to carry out the Project. 2) Provider will, at its own cost: install and maintain the Equipment for its useful life; as necessary and to the extent practicable, repair the Equipment; submit reports to the GLO, as required herein; and dispose of any Equipment that has reached the end of its useful life, as required herein. b) The Parties shall perform the Project in accordance with all applicable laws and regulations and this Contract and all its Attachments. 1.04 REPORTING REQUIREMENTS Through September 30, 2024, Provider shall submit a quarterly report via email to the GLO Project Manager on or before the 10th business day of each quarter. After September 30, 2024, and for the remainder of the effective term of this Contract, Provider shall submit an annual report on or before September 30th of each year via email to the GLO Project Manager. The report must: describe Provider's progress toward installing any uninstalled Equipment; include an inventory list of all Equipment indicating whether each piece of Equipment is in use, out of use for repairs, out of use and unrepairable, or disposed of, describe the condition of the Equipment; and list any repairs or maintenance performed on the Equipment since the previous report. 1.05 EQUIPMENT OWNERSHIP AND DISPOSAL a) The GLO shall own and retain title to all Equipment. This Contract shall not be construed to convey to Provider ownership interest in, or title to, any Equipment. b) Provider shall notify the GLO Project Manager via email if Provider determines any Equipment should be disposed of because it has been damaged or worn such that it is unrepairable and either non-functional, hazardous, or otherwise unfit for its intended use. The GLO Project Manager shall reply to the notification in writing to either authorize disposal or provide alternate direction to Provider. Upon receipt of the GLO Project Manager's written disposal authorization, Provider shall carry out the disposal in accordance with applicable local, state, and federal laws and regulations. Provider shall not dispose of any Equipment without prior written authorization from the GLO Project Manager. 11.TERM 2.01 DURATION This Contract shall be effective as of the date executed by the last Party and shall terminate on August 31, 2028. The GLO, at its own discretion, may extend this Contract, subject to terms and conditions mutually agreeable to both Parties, for one additional five-year term. GLO Contract No.23-114-009-D933 Page 3 of 11 2.02 EARLY TERMINATION FOR CONVENIENCE The GLO may terminate this Contract for convenience by giving written notice specifying a termination date at least 30 days subsequent to the date of the notice. Upon receipt of any such notice, Provider shall cease work, terminate all subcontracts, and incur no further expense related to this Contract. Such early termination shall be subject to the equitable settlement of the respective interests of the Parties, accrued up to the date of termination. 2.03 ABANDONMENT OR DEFAULT If Provider abandons work or defaults on the Contract and fails to cure the default within 30 days after receiving written notice of default, the GLO may terminate the Contract without notice. 2.04 EQUIPMENT RETURN IN THE EVENT OF EARLY TERMINATION If the Contract is terminated before all Equipment has been disposed of in accordance with the Contract, Provider must, no later than 60 days after the effective date of such termination, return to the GLO all Equipment then in Provider's possession. The GLO Project Manager may waive the foregoing requirement by notifying Provider of such waiver in writing. This provision regarding Equipment return shall survive the termination or expiration of the Contract. III. CONSIDERATION 3.01 CONTRACT LIMIT,FEES,AND EXPENSES The Parties enter into this Contract in exchange for the mutual promises, covenants, and consideration described herein and hereby acknowledge the sufficiency of such consideration. IV.AUTHORITY,AFFIRMATIONS,ASSURANCES,AND CERTIFICATIONS 4.01 REPRESENTATION OF AUTHORITY Provider, as the Performing Agency, warrants that: (1) it has authority to perform the services described herein; and (2) the representative executing this Contract on its behalf is authorized by its governing body to do so. The GLO, as the Receiving Agency, warrants that: (1)it has the authority to contract for the services described herein; and (2) the representative executing this Contract on its behalf is authorized to do so. 4.02 GENERAL AFFIRMATIONS To the extent they apply, Provider certifies it has reviewed the General Affirmations in Attachment A, and that Provider is in compliance with all the requirements contained therein. 4.03 CERTIFICATIONS FOR INTERLOCAL CONTRACT Each Party certifies that this Contract is authorized by its respective governing body, as applicable, or is otherwise authorized under procedures for entering into interlocal contracts that do not require the approval of its governing body. Each Party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying Party. The Parties agree any contractual payment described in this Contract is in an amount that fairly compensates the performing Party for the services or functions performed under this Contract. GLO Contract No.23-114-009-D933 Page 4 of 11 V. STATE FUNDING 5.01 STATE FUNDING a) This Contract shall not be construed as creating any debt on behalf of the State of Texas and/or the GLO in violation of Article III, Section 49, of the Texas Constitution. In compliance with Article VIII, Section 6 of the Texas Constitution, all obligations of the GLO hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable, this Contract may be terminated. In that event, the Parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests, accrued up to the date of termination. b) Any claim by Provider for damages under this Contract may not exceed the amount of funds due and owing Provider or the amount of funds appropriated for payment, but not yet paid to Provider, under the annual budget in effect at the time of the breach. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 5.02 RECAPTURE OF FUNDS The GLO may terminate the Contract and recapture and be reimbursed by Provider for any payments the GLO makes that: (i) exceed maximum allowable rates; (ii) are not allowed under applicable laws, rules, or regulations; or (iii) are otherwise inconsistent with this Contract, including any unapproved expenditures. 5.03 OVERPAYMENT Provider shall be liable to the GLO for any costs disallowed pursuant to financial or compliance audit(s) of funds Provider received under this Contract. Provider shall reimburse such disallowed costs from funds other than those Provider receives pursuant to this Contract. VI.OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 OWNERSHIP AND INTELLECTUAL PROPERTY a) The GLO shall own, and Provider hereby irrevocably assigns to the GLO, all ownership rights, title, and interest in and to all Intellectual Property acquired or developed by Provider pursuant to this Contract, including, without limitation, all Intellectual Property in and to reports, drafts of reports, data, drawings, computer programs and codes, and/or any other information or materials acquired or developed by Provider under this Contract. The GLO may obtain and hold in its name any and all patents, copyrights, trademarks, service marks, registrations, or such other protections, including extensions and renewals thereof, as may be appropriate to the subject matter. Provider agrees and acknowledges that all expressive content subject to copyright protection, including, without limitation, all reports, drafts of reports, drawings, artwork, photographs, video, computer programs and codes, and/or any other expressive content acquired or developed by Provider pursuant to this Contract is a "work made for hire" under the United States Copyright Act of 1976. If, for any reason, any expressive content subject to copyright protection or any portion of such expressive content is not a work made for hire, Provider hereby irrevocably assigns to the GLO ownership of all rights, title and interest in and to such expressive content or such portion of such GLO Contract No.23-114-009-D933 Page 5 of 11 expressive content. Such rights, title, and interest include, without limitation, the entire and exclusive copyright in the expressive content and all rights associated with the copyright, including reproduction rights, distribution rights, the right to prepare translations and other derivative works, and the right to display the expressive content in all formats and media now known or developed in the future. b) Provider must give the GLO and the State of Texas, as well as any person designated by the GLO or the State of Texas, all assistance and execute documents required to perfect the rights granted to the GLO herein, without any charge or expense beyond the stated amount payable to Provider for the services authorized under this Contract. VII.RECORDS,AUDIT,RETENTION,AND DISCLOSURE 7.01 BOOKS AND RECORDS Provider shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records sufficient to allow the GLO, the Texas State Auditor's Office, the United States Government, and/or their authorized representatives to determine Provider's compliance with this Contract and all applicable laws, rules, and regulations. 7.02 INSPECTION AND AUDIT a) All records related to this Contract, including records of Provider and its Subcontractors, shall be subject to the Administrative and Audit Regulations. b) The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. Acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Provider shall ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Provider and the requirement to cooperate is included in any subcontract it awards. C) State agencies authorized to audit and inspect Provider, its records, Subcontractors, and Subcontractors' records include the GLO, the GLO's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, the Texas Comptroller of Public Accounts, and their authorized designees. 7.03 PERIOD OF RETENTION Each Party shall retain in its records this Contract and all documents related to this Contract. Unless a longer retention period is specified by applicable federal law or regulation, the Parties may destroy the Contract and related documents only after the seventh anniversary of the date: the Contract is completed or expires; or all issues that arise from any litigation, claim, negotiation, audit, open records request, administrative review, or other action involving the Contract or related documents are resolved. GLO Contract No.23-114-009-D933 Page 6 of 11 7.04 CONFIDENTIALITY To the extent permitted by law, Provider and the GLO shall keep all information, in whatever form produced, prepared, observed, or received by Provider or the GLO, confidential to the extent that such information is: (i) confidential by law; (ii) marked or designated "confidential" (or words to that effect) by Provider or the GLO; or (iii) information that Provider or the GLO is otherwise required to keep confidential by this Contract. Provider must not advertise that it is doing business with the GLO, use this Contract as a marketing or sales tool, or make any communications or announcements relating to this Contract through press releases, social media, or other public relations efforts without the prior written consent of the GLO. 7.05 PUBLIC RECORDS The GLO may post this Contract to the GLO's website. The City of Corpus Christi understands that the GLO will comply with the Texas Public Information Act (Texas Government Code Chapter 552, the "PIA"), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the "Attorney General"). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. In accordance with Section 2252.907 of the Texas Government Code, Provider is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (".pdf') format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO or the State of Texas. By failing to mark any information that Provider believes to be excepted from disclosure as "confidential" or a "trade secret," Provider waives any and all claims it may make against the GLO for releasing such information without prior notice to Provider. The Attorney General will ultimately determine whether any information may be withheld from release under the PIA. Provider shall notify the GLO's Office of General Counsel within twenty- four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALegalgglo.texas.gov. If a request for information was not written, Provider shall forward the third party's contact information to the above- designated e-mail address. VIII.MISCELLANEOUS PROVISIONS 8.01 INSURANCE Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self-Insurance by Governmental Units," Provider is self-insured and, therefore, is not required to purchase insurance to perform its obligations under this Contract. 8.02 LEGAL OBLIGATIONS Provider shall procure and maintain for the duration of this Contract any license, authorization, insurance, waiver, permit, qualification, or certification required by federal, state, county, or city statute, ordinance, law, or regulation to be held by Provider to provide the goods or services required by this Contract. Provider shall pay all taxes, assessments, fees, premiums, permits, and licenses required by law. Provider shall pay any such government obligations not paid by its subcontractors during performance of this Contract. In its performance of the Contract, Provider shall not infringe the intellectual property rights of third parties. GLO Contract No.23-114-009-D933 Page 7 of 11 8.03 ASSIGNMENT AND SUBCONTRACTS a) Provider shall not assign, transfer, or delegate any rights, obligations, or duties under this Contract without the prior written consent of the GLO. Any purported assignment executed in violation of the foregoing is void and without effect. Notwithstanding this provision, Provider may subcontract with others for some or all of the services to be performed. In any approved subcontracts, Provider shall legally bind such Subcontractor to perform and make such Subcontractor subject to all the duties, requirements, and obligations of Provider as specified in this Contract. Nothing in this Contract shall be construed to relieve Provider of the responsibility for ensuring that the goods delivered and/or the services rendered by Provider and/or any of its Subcontractors comply with all the terms and provisions of this Contract. b) Provider will provide written notification to the GLO of any such Subcontractor performing fifteen percent (15%) or more of the work under this Contract, including the name and taxpayer identification number of Subcontractor, the task(s) being performed, and the number of Subcontractor employees expected to work on the task. 8.04 RELATIONSHIP OF THE PARTIES Provider is associated with the GLO only for the purposes and to the extent specified in this Contract. Provider is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract creates a partnership or joint venture, employer-employee or principal-agent relationships, or any liability whatsoever with respect to the indebtedness, liabilities, or obligations of Provider or any other Party. Provider shall be solely responsible for, and the GLO shall have no obligation with respect to: withholding of income taxes, FICA, or any other taxes or fees; industrial or workers' compensation insurance coverage; participation in any group insurance plans available to employees of the State of Texas; participation or contributions by the State to the State Employees Retirement System; accumulation of vacation leave or sick leave; or unemployment compensation coverage provided by the State. 8.05 COMPLIANCE WITH OTHER LAWS In its performance of this Contract, Provider shall comply with all applicable federal, state, county, and city laws, statutes, ordinances, and regulations. Provider is deemed to know of and understand all applicable laws, statutes, ordinances, and regulations. 8.06 NOTICES Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required,to the appropriate address below: GLO Texas General Land Office 1700 N. Congress Avenue, Mail Code 158 Austin, TX 78701 Attention: Contract Management Division GLO Contract No.23-114-009-D933 Page 8 of 11 Provider City of Corpus Christi 1201 Leopard Corpus Christi, TX 78401 Attention: Charles Gurley Notice given in any other manner shall be deemed effective only if and when received by the Parry to be notified. Either Party may change its address for notice by written notice to the other Party as herein provided. 8.07 GOVERNING LAW AND VENUE This Contract and the rights and obligations of the Parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract shall be in a court of competent jurisdiction in Travis County, Texas. Provider irrevocably waives any objection, including any objection to personal jurisdiction, the laying of venue, or based on forum non conveniens, it has or may have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any related document. NOTHING IN THIS CONTRACT SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR THE STATE OF TEXAS. 8.08 SEVERABILITY If a court of competent jurisdiction determines any provision of this Contract is invalid, void, or unenforceable, the remaining terms, provisions, covenants, and conditions of this Contract shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated. 8.09 FORCE MAJEURE Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Parry (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant shall be suspended, and the affected Parry shall not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure shall promptly notify the other Parry of the Force Majeure event in writing and, if possible, such notice shall set forth the extent and duration thereof. The Party claiming Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However, if non-performance continues for more than thirty (30) days, the GLO may terminate this Contract immediately upon written notification to Provider. 8.10 ENTIRE CONTRACT AND AMENDMENT This Contract, its Attachments, and any Work Order issued under this Contract constitute the entire agreement of the Parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements made in connection with the subject matter hereof. Additional or conflicting terms in Attachments or Work Orders shall be harmonized with this Contract to the extent possible. Unless such GLO Contract No.23-114-009-D933 Page 9 of 11 integrated Attachment or Work Order specifically displays a mutual intent to amend part of this Contract, conflicts shall be construed consistently with the terms of this Contract. This Contract, its Attachments, and any Work Orders issued under this Contract may only be amended by a mutual, written agreement executed by authorized representatives of the Parties. 8.11 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute one and the same Contract. 8.12 PROPER AUTHORITY Each Party represents and warrants that the person executing this Contract on its behalf has the authority to enter into this Contract. This Contract is effective for the term specified herein. Any services Provider performs before this Contract's effective date or after its termination or expiration are performed at Provider's sole risk. 8.13 TAXES,WORKERS' COMPENSATION,UNEMPLOYMENT INSURANCE Provider shall be solely liable and responsible for payment of Provider's and Provider's employees' taxes of whatever kind, arising out of the execution or performance of the Contract. Provider shall comply with all state and federal laws applicable to any such persons, including laws regarding wages, taxes, insurance, and workers' compensation. The GLO and the State of Texas, by entering into this Contract, shall not be liable to Provider or its officers, agents, employees, representatives, contractors, assignees, designees, or others for the payment of taxes, or the provision of unemployment insurance, workers' compensation, or any benefit available to a state employee or employee of another governmental entity. 8.14 LIABILITY,INDEMNIFICATION,WARRANTY a) As required under the Constitution and laws of the State of Texas, each Parry understands that it is solely liable for any liability resulting from its acts or omissions. No act or omission of a Parry shall be imputed to the other Parry. Neither Parry shall indemnify or defend the other Parry. b) Provider releases the GLO from all liability arising out of or related to the Equipment, including: the Equipment's condition and installation; any manufacturing, design, or other defect in the Equipment; and the Equipment's use by Provider or a third party. C) The GLO makes no express or implied warranties regarding the Equipment and there are no warranties which extend beyond the description on the face hereof. The GLO shall not be liable under any claim of breach of warranty. 8.15 INFRINGEMENT If Provider becomes aware of an actual or potential claim of infringement of any United States patent, copyright, trade or service mark, or any other intellectual or intangible property right that occurs in the execution or performance of the Contract, or the GLO provides Provider with notice of such claim, Provider may (or in the case of an injunction against the GLO, shall), at Provider's sole expense either: (i) procure for the GLO the right to continue to use the affected portion of the product or service, or (ii) modify or GLO Contract No.23-114-009-D933 Page 10 of 11 replace the affected portion of the product or service with a functionally equivalent or superior product or service so that the GLO's use is non-infringing. 8.16 DISPUTE RESOLUTION Except as otherwise provided by statute, rule or regulation, Provider shall use the dispute resolution process established in Chapter 2260 of the Texas Government Code and related rules to attempt to resolve any dispute under this Contract, including a claim for breach of contract by the GLO, that the Parties cannot resolve in the ordinary course of business. Neither the occurrence of an event giving rise to a breach of contract claim nor the pendency of such a claim constitutes grounds for Provider to suspend performance of this Contract. Notwithstanding this provision, the GLO reserves all legal and equitable rights and remedies available to it. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 8.17 SURVIVAL OF TERMS AND PROVISIONS The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any Provider claim for damages to the amount of funds appropriated for payment but not yet paid to Provider; ownership; intellectual property; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers' compensation; unemployment insurance; Provider's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for Provider or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Parties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOLLOWS GLO Contract No.23-114-009-D933 Page 11 of 11 SIGNATURE PAGE FOR GLO CONTRACT No.23-114-009-D933 GENERAL LAND OFFICE CITY OF CORPUS CHRISTI Mark A. Havens Name: Chief Clerk/Deputy Land Commissioner Title: Date of execution: Date of execution: OGC PM DIR DD SDD DGC GC ATTACHMENTS TO THIS CONTRACT: ATTACHMENT A-GENERAL AFFIRMATIONS ATTACHMENTS FOLLOW Attachment A GLO Contract No.23-114-009-D933 Page 1 of 9 GENERAL AFFIRMATIONS TO THE EXTENT APPLICABLE, Provider affirms and agrees to the following, without exception: 1. Provider represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither Provider nor the firm, corporation, partnership, or institution represented by Provider, or anyone acting for such a firm, corporation, partnership, or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Contract or any solicitation response upon which this Contract is based to any competitor or any other person engaged in the same line of business as Provider.* 2. Provider shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the GLO. Any attempted assignment or delegation in violation of this provision is void and without effect. This provision does not apply to subcontracting. 3. If the Contract is for services, Provider shall comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts, but for contracts subject to 2 CFR 200, only to the extent such compliance is consistent with 2 CFR 200.319. 4. Under Section 231.006 of the Family Code, the vendor or applicant [Provider] certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate, in addition to other remedies set out in Section 231.006(f) of the Family Code.* 5. A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application. Provider certifies it has submitted this information to the GLO.* 6. If the Contract is for a "cloud computing service" as defined by Texas Government Code Section 2157.007, then pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Provider represents and warrants that it complies with the requirements of the state risk and authorization management program and Provider agrees that throughout the term of the Contract it shall maintain its certifications and comply with the program requirements in the performance of the Contract. 7. If the Contract is for the purchase or lease of computer equipment, as defined by Texas Health and Safety Code Section 361.952(2), Provider certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code, related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in Title 30 Texas Administrative Code Chapter 328. 8. If the Contract authorizes Provider to access, transmit, use, or store data for the GLO, then in accordance with Section 2054.138 of the Texas Government Code, Provider certifies that it will comply with the security controls required under this Contract and will maintain *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 2 of 9 records and make them available to the GLO as evidence of Provider's compliance with the required controls. 9. Provider represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract. 10. Provider agrees that any payments due under the Contract shall be applied towards any debt or delinquency that is owed by Provider to the State of Texas. 11. Upon request of the GLO, Provider shall provide copies of its most recent business continuity and disaster recovery plans. 12. If the Contract is for consulting services governed by Texas Government Code Chapter 2254, Subchapter B, in accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Provider certifies that it does not employ an individual who has been employed by the GLO or another agency at any time during the two years preceding the Provider's submission of its offer to provide consulting services to the GLO or, in the alternative Provider, in its offer to provide consulting services to the GLO, disclosed the following: (i) the nature of the previous employment with the GLO or other state agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination.* 13. If the Contract is not for architecture, engineering, or construction services, then except as otherwise provided by statute, rule, or regulation, Provider must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve any dispute arising under the Contract. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY PROVIDER. 14. If the Contract is for architecture, engineering, or construction services, then subject to Texas Government Code Section 2260.002 and Texas Civil Practice and Remedies Code Chapter 114, and except as otherwise provided by statute, rule, or regulation, Provider shall use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve all disputes arising under this Contract. Except as otherwise provided by statute, rule, or regulation, in accordance with the Texas Civil Practice and Remedies Code, Section 114.005, claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d). NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY PROVIDER. a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if Provider's claim for breach of contract cannot be resolved by the Parties in the ordinary course of business, Provider may make a claim against the GLO for breach of contract and the GLO may assert a counterclaim against Provider as is contemplated by Texas Government Code, Chapter 2260, Subchapter B. In such event, Provider must provide written notice to the GLO of a claim for breach of the Contract not later than the 180th day after the date of the event giving rise to the claim. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 3 of 9 The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount Provider seeks as damages; and (3)the legal theory of recovery. b. The chief administrative officer, or if designated in the Contract, another officer of the GLO, shall examine the claim and any counterclaim and negotiate with Provider in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Chapter 2260, Section 2260.052. c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by agreement or in a settlement, the Parties shall reduce the agreement or settlement to writing and each Party shall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a Party's rights under this Contract as to the parts of the claim that are not resolved. d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with the GLO, unless the Parties agree in writing to an extension of time, the Parties may agree to mediate a claim made under this dispute resolution procedure. This dispute resolution procedure is Provider's sole and exclusive process for seeking a remedy for an alleged breach of contract by the GLO if the Parties are unable to resolve their disputes as described in this section. e. Nothing in the Contract shall be construed as a waiver of the state's or the GLO's sovereign immunity, or, if applicable, the governmental immunity of Provider. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas or Provider. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas or, if applicable, of Provider under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies or immunities or be considered as a basis for estoppel. The GLO does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. Provider does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. f Except as otherwise provided by statute, rule, or regulation, compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, subchapter B and incorporated by reference in subsection (a)-(d) above is a condition precedent to the Provider: (1) filing suit pursuant to Chapter 114 of the Civil Practices and Remedies Code; or (2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the Texas Government Code. 15. If Chapter 2271 of the Texas Government Code applies to this Contract, Provider verifies that it does not boycott Israel and will not boycott Israel during the term of the Contract.* 16. This Contract is contingent upon the continued availability of lawful appropriations by the Texas Legislature. Provider understands that all obligations of the GLO under this Contract are subject to the availability of funds. If such funds are not appropriated or become *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 4 of 9 unavailable, the GLO may terminate the Contract. The Contract shall not be construed as creating a debt on behalf of the GLO in violation of Article III, Section 49a of the Texas Constitution. 17. Provider certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, `Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control. 18. In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Provider certifies that it is not (1) the executive head of the GLO, (2) a person who at any time during the four years before the effective date of the Contract was the executive head of the GLO, or (3) a person who employs a current or former executive head of the GLO. 19. Provider represents and warrants that all statements and information prepared and submitted in connection with this Contract are current, complete, true, and accurate. Submitting a false statement or making a material misrepresentation during the performance of this Contract is a material breach of contract and may void the Contract or be grounds for its termination. 20. Pursuant to Section 2155.004(a) of the Texas Government Code, Provider certifies that neither Provider nor any person or entity represented by Provider has received compensation from the GLO to participate in the preparation of the specifications or solicitation on which this Contract is based. Under Section 2155.004(b) of the Texas Government Code, Provider certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate. This Section does not prohibit Provider from providing free technical assistance.* 21. Provider represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code.* 22. In accordance with Section 2252.901 of the Texas Government Code, for the categories of contracts listed in that section, Provider represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the contract, were employees of the GLO during the twelve (12) month period immediately prior to the date of execution of the contract. Solely for professional services contracts as described by Chapter 2254 of the Texas Government Code, Provider further represents and warrants that if a former employee of the GLO was employed by Provider within one year of the employee's leaving the GLO, then such employee will not perform services on projects with Provider that the employee worked on while employed by the GLO.* 23. The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to any Party. 24. IF THE CONTRACT IS NOT FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, PROVIDER, TO THE *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 5 of 9 EXTENT ALLOWED BY LAW, SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF PROVIDER OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.* 25. IF THE CONTRACT IS FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, PROVIDER, TO THE EXTENT ALLOWED BY LAW, SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED DAMAGES, COSTS, ATTORNEY FEES, AND EXPENSES TO THE EXTENT CAUSED BY, ARISING OUT OF, OR RESULTING FROM ANY ACTS OF NEGLIGENCE, INTENTIONAL TORTS, WILLFUL MISCONDUCT, PERSONAL INJURY OR DAMAGE TO PROPERTY, AND/OR OTHERWISE RELATED TO PROVIDER'S PERFORMANCE, AND/OR FAILURES TO PAY A SUBCONTRACTOR OR SUPPLIER BY THE PROVIDER OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, CONSULTANTS UNDER CONTRACT TO PROVIDER, OR ANY OTHER ENTITY OVER WHICH PROVIDER EXERCISES CONTROL, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.* 26. TO THE EXTENT ALLOWED BY LAW, PROVIDER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 6 of 9 CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO'S AND/OR PROVIDER'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF PROVIDER'S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER WILL REIMBURSE THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO'S COUNSEL.* 27. Provider has disclosed in writing to the GLO all existing or known potential conflicts of interest relative to the performance of the Contract. 28. Sections 2155.006 and 2261.053 of the Texas Government Code prohibit state agencies from accepting a solicitation response or awarding a contract that includes proposed financial participation by a person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004 of the Texas Government Code, occurring after September 24, 2005. Under Sections 2155.006 and 2261.053 of the Texas Government Code, Provider certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.* 29. The person executing this Contract certifies that he/she is duly authorized to execute this Contract on his/her own behalf or on behalf of Provider and legally empowered to contractually bind Provider to the terms and conditions of the Contract and related documents. 30. If the Contract is for architectural or engineering services, pursuant to Section 2254.0031 of the Texas Government Code, which incorporates by reference Section 271.904(d) of the Texas Local Government Code, Provider shall perform services (1) with professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license, and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect.* 31. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 7 of 9 acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Provider shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the Contract and the requirement to cooperate is included in any subcontract it awards. The GLO may unilaterally amend the Contract to comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code. 32. Provider certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the Contract by any state or federal agency. 33. If the Contract is for the purchase or lease of covered television equipment, as defined by Section 361.971(3) of the Texas Health and Safety Code, Provider certifies its compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code, related to the Television Equipment Recycling Program. 34. Pursuant to Section 572.069 of the Texas Government Code, Provider certifies it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for the GLO involving Provider within two (2) years after the date that the contract is signed or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015. 35. The GLO shall post this Contract to the GLO's website. Provider understands that the GLO will comply with the Texas Public Information Act (Texas Government Code Chapter 552, the "PIA"), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the "Attorney General"). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. In accordance with Section 2252.907 of the Texas Government Code, Provider is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (".pdf') format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO or the State of Texas. By failing to mark any information that Provider believes to be excepted from disclosure as "confidential" or a "trade secret," Provider waives any and all claims it may make against the GLO for releasing such information without prior notice to Provider. The Attorney General will ultimately determine whether any information may be withheld from release under the PIA. Provider shall notify the GLO's Office of General Counsel within twenty-four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALegal@glo.texas.gov. If a request for information was not written, Provider shall forward the third party's contact information to the above-designated e-mail address. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 8 of 9 36. The GLO does not tolerate any type of fraud. GLO policy promotes consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Provider must report any possible fraud, waste, or abuse that occurs in connection with the Contract to the GLO in the manner prescribed by the GLO's website, http://glo.texas.gov. 37. If Provider, in its performance of the Contract, has access to a state computer system or database, Provider must complete a cybersecurity training program certified under Texas Government Code Section 2054.519, as selected by the GLO. Provider must complete the cybersecurity training program during the initial term of the Contract and during any renewal period. Provider must verify in writing to the GLO its completion of the cybersecurity training program. 38. Under Section 2155.0061, Texas Government Code, Provider certifies that the entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.* 39. Provider certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Provider's business. Provider acknowledges that such a vaccine or recovery requirement would make Provider ineligible for a state-funded contract. 40. Pursuant to Government Code Section 2274.0102, Provider certifies that neither it nor its parent company, nor any affiliate of Provider or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.* 41. If Provider is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Provider verifies that Provider does not boycott energy companies and will not boycott energy companies during the term of the Contract. If Provider does not make that verification, Provider must notify the GLO and state why the verification is not required.* 42. If Provider is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Provider verifies that it (1) does not have a practice, policy, guidance, or directive that discriminates against a "firearm entity" or "firearm trade association" as those terms are defined in Texas Government Code section 2274.001 and (2) will not discriminate during the term of the Contract against a firearm entity or firearm trade association. If Provider does not make that verification, Provider must notify the GLO and state why the verification is not required.* 43. If Provider is a "professional sports team" as defined by Texas Occupations Code Section 2004.002, Provider will play the United States national anthem at the beginning of each team sporting event held at Provider's home venue or other venue controlled by Provider for the event. Failure to comply with this obligation constitutes a default of this Contract, and immediately subjects Provider to the penalties for default, such as repayment of money received or ineligibility for additional money. In addition, Provider may be debarred from *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Attachment A GLO Contract No.23-114-009-D933 Page 9 of 9 contracting with the State. The GLO or the Attorney General may strictly enforce this provision.* 44. To the extent Section 552.371 of the Texas Government Code applies to Provider and the Contract, in accordance with Section 552.372 of the Texas Government Code, Provider must (a) preserve all contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO for the duration of the Contract, (b) no later than the tenth business day after the date of the GLO's request, provide to the GLO any contracting information related to the Contract that is in Provider's custody or possession, and (c) on termination or expiration of the Contract, either (i) provide to the GLO at no cost all contracting information related to the Contract that is in Provider's custody or possession or (ii) preserve the contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to the Contract and Provider agrees that the Contract may be terminated if Provider knowingly or intentionally fails to comply with a requirement of that subchapter.* 45. If the Contract is for consulting services governed by Chapter 2254 of the Texas Government Code, Provider, upon completion of the Contract, must give the GLO a compilation, in a digital medium agreed to by the Parties, of all documents, films, recordings, or reports Provider compiled in connection with its performance under the Contract.* 46. If subject to 2 CFR 200.216, Provider shall not obligate or expend funding provided under this Contract to: (a) procure or obtain; (b) extend or renew a contract to procure or obtain; or (c) enter into a contract to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services, as defined in Public Law 115-232, Section 889, as a substantial or essential component of any system, or as critical technology as part of any system. 47. To the extent Texas Government Code Chapter 2252, Subchapter G applies to the Contract, any iron or steel product Provider uses in in its performance of the Contract that is produced through a manufacturing process, as defined in Section 2252.201(2) of the Texas Government Code, must be produced in the United States. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 CORPUS CHRISTI PARKS& RECREATION Interlocal Agreement with the Texas General Land Office (TGLO) for Two Beach Access Wheelchairs City Council Meeting August 15, 2023 1 Background CORPUS CHRISTI PARK56. • TGLO, at its own cost, is lending the wheelchairs to the City to provide beach access for people with disabilities. • The wheelchairs allow individuals to navigate through the sand & can also be used to submerge in the water. • TGLO will retain ownership of the wheelchairs which are valued at $2,800. • Currently, the City utilizes two beach access wheelchairs which were purchased by the Parks & Recreation Department, and they are approximately eight years old. • The agreement shall expire on August 31, 2028. z Water Wheelchair CORPUS CHRISTI PARK56 iiECREATION r .., Alt r$ �' 3 Recommendation COFIRUEB CHRISTI PARK56 iiECREATION • Staff recommends approval of the interlocal agreement with TGLO for the acceptance of two beach access wheelchairs. 4 so �o o� A v µoRPORPg4 AGENDA MEMORANDUM 1852 City Council Meeting of August 15, 2023 DATE: August 1, 2023 TO: Peter Zanoni, City Manager FROM: Mike Culbertson, President & CEO mculbertson@ccredc.com (361) 882-7448 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (The second quarter of 2023) OUTSIDE PRESENTER: Name Title/Position Organization 1. Mike Culbertson President & CEO CCREDC BACKGROUND: The CCREDC provides quarterly updates to the City Council. In accordance with this practice, the CCREDC will update the Council on its activities and the status of the local economy. This presentation covers April —June 2023. Our last presentation was on April 25, 2023. The Metropolitan Statistical Area (MSA) economy is still growing from a low of 180,000 jobs in June 2020 to 195,900 now. As a reference, in 2019, the last normal year, the jobs were 192,400. The unemployment rate dropped in April but is now up to 4.6%. The number of jobs went up but the number of people looking for jobs increased more. This can be from students graduating and entering the workforce, citizens that are returning to the workforce after COVID, and/or new residents. We have a challenge in trying to increase the Labor Rate Participation. We believe some of this is hidden by the gig economy. One alarming statistic is that 25% of people 16-24 are not in school nor do they have a job. The housing market is finally settling down. Prices are up but only slightly. The inventory time is now up to 3.5 months, which is trending toward a more balanced market between buyers and sellers. CCREDC is about securing high paying jobs and diversifying our economy. The sales tax collections are up across the MSA from 2022 with the exception of a couple of smaller cities. The EDC is working on ten major projects that are valued at $9.1 billion in capital investment and would create 1,561 quality primary jobs. The EDC is looking for other industries to attract to our region. We are still going through the suggested industries from our Targeted Industry Survey we did in 2020 to look at industries that we can target but also re-shoring opportunities. We are coordinating with partners to push a "sense of place" initiative. Your EDC is delivering value to the City and the region. LIST OF SUPPORTING DOCUMENTS: CCREDC City Council Q2 2023 Quarterly Update City Council Quarterly Update August 2023 Presented by y� Mike Culbertson President & CEO E Corpus Christi REG I ONAL ECONOMIC DEVELOPMENT CORPORATION Photo:Visit Corpus Christi Mission Statement { ' - The mission of the Corpus Christi Regional Economic Development Corporation is to expand and enhance the region's economic base by developing andlor supporting Corpus Christprojects that create primary jobs to improve REGIONAL • • the diversity and size of the local economy. DEVELOPMENT CORPORATION CORPUS CHRISTI M/A HOUSING REPORT MEDIAN HOME PRICES SOLD CLOSED SALES ACTIVE LISTINGS $287,500 UP 3.8% 321 DOWN 19.4% 1085 UP 19% COMPARED JUNE 2022 COMPARED JUNE 2022 COMPARED JUNE 2022 O MONTHS OF INVENTORY DAYS ON THE MARKET:50 3.5 UP BY 2.3 DAYS TO CLOSE:34 COMPARED JUNE 2022 TOTAL DAYS:84 23 DAYS MORE COMPARED JUNE 2022 1 AM 0JUNE 2023 JUNE 2022 MAY 2023 2022 2021 2020 i CITY OF ALICE 3,698,616 3,092,174 3,133,619 6,664,603 5,627,384 5,286,345 CITY OF ARANSAS PASS 1,462,697 1,413,272 1,241,752 2,898,404 2,743,723 2,516,619 CITY OF BEEVILLE 2,169,013 2,048,120 1,847,861 4,189,005 3,785,579 3,605,444 CITY OF CORPUS CHRISTI 48,785,363 45,474,706 40,760,399 92,547,633 86,039,294 79,718,714 CITY OF GREGORY 233,091 331,140 198,714 519,021 690,915 612,363 CITY OF INGLESIDE 2,352,478 1,505,449 1,859,515 3,184,198 3,214,477 3,786,173 CITY OF PORT ARANSAS 1,404,597 1,444,422 1,315,789 3,839,290 3,372,428 2,687,502 CITY OF PORTLAND 3,789,772 3,390,236 3,204,334 6,830,660 6,399,502 5,735,562 CITY OF ROBSTOWN 1,052,975 893,250 887,931 1,879,188 1,860,293 1,974,500 CITY OF ROCKPORT 1,768,458 1,704,168 1,486,366 3,665,496 3,243,897 2,864,158 CITY OF SINTON 850,275 853,031 734,369 1,614,741 1,653,229 1,357,784 COMBINED TOTALS: 67,567,335 62,149,968 56,490,514 127,832,241 118,663,365 110,205,722 I I I I I I 195,900 195,600 191,200 183,400 180,000 -0.2% 2.5% 21,800 21,800 18,900 19,300 18,800 0.0% 15.3% 8,900 8,700 8,200 7,700 8,000 2.3% 8.5% ' 33,800 33,600 33,600 33,200 32,000 0.6% 0.6% ' 1,600 1,500 2,700 1,400 1,400 6.7% -40.7% 9,300 9,200 8,600 8,300 8,100 1.1% 8.1% 19,500 19,900 19,100 17,500 17,800 -2.0% 2.1% 31,700 31,600 31,600 31,400 31,100 0.3% 0.3% 27,600 27,300 27,900 25,000 23,200 1.1% -1.1% 6,500 6,400 6,200 5,900 5,800 1.6% 4.8% 35,200 35,600 34,400 33,700 33,800 -1.1% 2.3% Corpus Christi MSA UNEMPLOYMENT RATES - _ 9,0 8.0 7.0 6.0 5.0 4.0 • • • 3.0 r. 4.4 E J20220CI IC U.S. sSBUSINESS, Battery Battery Storage $250 MllllOri 1 COAA GREAT PLACE TO LIVE A WORK. Green Industry $5,105 Million 976 Manufacturing $1,510 Million 375 Steel $1,000 Million 200 Corpus Christi Total: $7,865 Million 1,561 REGIONAL ECONOMIC DEVELOPMENT CORPORATION O Area Projects Net Taxable Value Taxing Entity111, -a10 Year & 20 Year -A City of Corpus Christi 175,105,109 851 303 341 Nueces School Districts 332,414,584JL 598,673,168 COASITAL Del Mar College4�r 25,824,005 47,867,469 A GREAT PLACE TO LIVE AM WORK. Type A Effect 24,834,069 22,448,032 CorpusThese taxes are net of any incentive offered. Assumed the time . to complete schedule doesn't move appreciatively. City of Corpus Christi includes the industrial district PILOT payments Proactively planning for what the "New Economy" will yield in terms of opportunities and changes to business environment 2021 Targeted Industries Analysis • Supply Chain Analysis • Reshoring/Nearshoring • Economic Diversification(e.g., Petrochemicals, CCREDC Steel) Options 2021-2022 Place-Making (Place-Attachment Survey) Projects • Assess the factors that make region the location of choice for companies &residents • Aesthetics/Projects Ideas • Social & Other Business Conditions Influencing Community "Stickiness Factors" • Steps to take to stop "brain drain" of young people &professionals • Community Attachment Survey—target 4,500+responses • Follow-up results presented at August Sr. Executive Breakfast Business Attraction Trade Shows AISTECH May 8-11 r World Hydrogen May 15-18 • ' STAL S&4� Clean ower Ma 22-24 A GREAT PLACE p Y TO LIVE AM WORK. Hydrogen Tech Expo N. America June 27-29 UAV Commerical Expo Sept 6-8 Other Events Maritime Career Fair: April 12th, 2023 CorpusWorkforce Scoop Forum: June 2023 REGIONAL ECONOMIC DEVELOPMENT CORPORATION Manufacturing Expo: October 2023 dq I-i of tl dow Questions? Mike Culbertson . President & CEO Corpus Christi REG I ONAL ECONOMIC DEVELOPMENT CORPORATION Photo:Visit Corpus Christi