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05-14-2019 Agenda with backupMEETING AGENDA City Council REGULAR SESSION CITY COUNCIL May 14, 2019 HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS 1400 SCHERTZ PARKWAY BUILDING #4 SCHERTZ, TEXAS 78154 City of Schertz Core Values Do the right thing Do the best you can Treat others the way you want to be treated Work together cooperatively as a tea Opening Prayer and Pledges of Allegiance to the Flag of the United States and State of Texas. (Councilmember Scagliola) Presentations • Introduction of the FY 201.9 -20 Schertz Sweetheart Court Ambassadors. (B. James /L. Shrum /M. Spence) • Presentation of the Fiesta Flambeau Association Award. (B. James /L. Shrum/M. Spence) Proclamations • Proclamation recognizing Police Week. (Mayor /M. Hansen) City Events and Announcements • Announcements of upcoming City Events (B. James /S. Gonzalez) • Announcements and recognitions by the City Manager (M. Browne) • Announcements and recognitions by the Mayor (M. Carpenter) Hearing of Residents This time is set aside for any person who wishes to address the City Council. Each person should fill out the speaker's register prior to the meeting. Presentations should be limited to no more than 3 m in tes. All remarks shall be addressed to the Council as a body, and not to any individual member thereof. Any person making personal, impertinent, or slanderous remarks while addressing the Council may be requested to leave the meeting. 5 -14 -2019 City Council Page -1 - Discussion by the Council of any item not on the agenda shall be limited to statements of specific Actual information given in response to any inquiry, a recitation of* existing policy in response to an inquiry, and /or a proposal to place the item on a future agenda. The presiding officer, during the Hearing of'Residents portion of ' the agenda, will call on those persons who have signed up to speak in the order they have registered. Consent Agenda Items The Consent Agenda is considered self - explanatory and will be enacted by the Council with one motion. There will be no separate discussion of these items unless they are removed from the Consent Agenda upon the request of the Mayor or a Councilmember. I. Minutes - Consideration and/or action regarding the approval of the minutes of the regular meeting of May 7, 2019. . (B. Dennis) 2. Resolution No. 19 -R -56 - Consideration and /or action approving a Resolution by the City Council of the City of Schertz, Texas authorizing the City Manager to enter in an agreement with My House of Design for Graphic Design Services. (M. Browne /S. Gonzalez /L. Klepper) Discussion Items 3. Resolution No. 19 -R -60 - Consideration and/or action approving a Resolution by the City Council appointing Norton Rose Fulbright US LLP as Bond Counsel; delegating the authority to the Mayor or the City Manager of the City to execute certain documents relating to the engagement of Norton Rose Fulbright US LLP; and other matters in connection therewith. (M. Browne /J. Walters) 4. Resolution No. 19 -R -61 - Consideration and/or action approving Resolution by the City Council of the City of Schertz Texas authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. (M. Browne /J. Walters /M. McLiney /A. Friedman) Roll Call Vote Confirmation Requests and Announcements • Announcements by the City Manager. • Requests by Mayor and Councilmembers that items be placed on a future City Council agenda. • Announcements by Mayor and Councilmembers • City and community events attended and to be attended • City Council Committee and Liaison Assignments (see assignments below) • Continuing education events attended and to be attended • Recognition of actions by City employees • Recognition of actions by community volunteers Adjournment 5 -14 -2019 City Council Page - 2 - CERTIFICATION I, BRENDA DENNIS, CITY SECRETARY OF THE CITY OF SCHERTZ, TEXAS, DO HEREBY CERTIFY THAT THE ABOVE AGENDA WAS PREPARED AND POSTED ON THE OFFICIAL BULLETIN BOARDS ON THIS THE 10" DAY OF MAY 2019 AT 2:00 P.M., WHICH IS A PLACE READILY ACCESSIBLE TO THE PUBLIC AT ALL TIMES AND THAT SAID NOTICE WAS POSTED IN ACCORDANCE WITH CHAPTER 551, TEXAS GOVERNMENT CODE. Pwewda vewwds Brenda. Dennis, City Secreta I CERTIFY THAT THE ATTACHED NOTICE AND AGENDA OF ITEMS TO BE CONSIDERED BY THE CITY COUNCIL WAS REMOVED BY ME FROM THE OFFICIAL BULLETIN BOARD ON DAY OF , 2019. TITLE: This facility is accessible in accordance with the Americans with Disabilities Act. Handicapped parking spaces are available. If you require special assistance or have a request for sign interpretative services or other services, please call 210- 619 -1030. The City Council for the City of Schertz reserves the right to adjourn into closed session at any time during the course of this meeting to discuss any of the matters listed above, as authorized by the Texas Open Meetings Act. Closed Sessions Authorized: This agenda has been reviewed and approved by the City's legal counsel and the presence of any subject in any Closed Session portion of the agenda constitutes a written interpretation of Texas Government Code Chapter 551 by legal counsel for the governmental body and constitutes an opinion by the attorney that the items discussed therein may be legally discussed in the closed portion of the meeting considering available opinions of a court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to this agenda with the intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and the meeting is conducted by all participants in reliance on this opinion. 5 -14 -2019 City Council Page - 3 - COUNCIL COMMITTEE AND LIAISON ASSIGNMENTS Major Carpenter Councilmember Scagliola — Place 5 Main Street Committee Interview Committee for Boards and Commissions - Alternate Hai Baldwin. Scholarship Committee Schertz- Seguin Local Government Corporation Cibolo Valley Local Government Corporation - Alternate Councilmember Davis— Place I Councilmember Gutierrez — Place 2 Audit Committee Audit Committee Schertz Housing Authority Board Investment Advisory Committee Interview Committee for Boards and Interview Committee for Boards and Commissions Commissions Main Street Committee — Chair TIRZ II Board Councilmember Larson — Place 3 Councilmember Edwards — Place 4 Main Street Committee — Vice Chair Interview Committee for Boards and Commissions Cibolo Valley Local Government Corporation Main Street Committee Councilmember Heyward — Place 6 Councilmember Brown — Place 7 Schertz Animal. Services Advisory Commission Audit Committee Investment Advisory Committee Schertz- Seguin Local Government Corporation - Alternate 5 -14 -2019 City Council Page - 4 - Agenda No. 1 0111 &WOL11"LlusIaU 1 DIU [o7 710 Rod 1 City Council Meeting: May 14, 2019 Department: Subject: BACKGROUND City Secretary Minutes The City Council held a Regular City Council meeting on May 7, 2019. FISCAL IMPACT None RECOMMENDATION Staff recommends Council approve the minutes of the regular meeting of May 7, 2019. ATTACHMENTS Minutes of the regular meeting of May 7, 2019. MINUTES REGULAR MEETING May 7, 2019 A Regular Meeting was held by the Schertz City Council of the City of Schertz, Texas, on May 7, 2019, at 6:00 p.m. in the Hal Baldwin Municipal Complex Council Chambers, 1.400 Schertz Parkway, Building #4, Schertz, Texas. The following members present to -wit: Mayor Michael Carpenter Councilmember Mark Davis Councilmember Scott Larson Councilmember David Scagliola Staff Present: Assistant City Manager Brian. James City Secretary Brenda Dennis Mayor Michael Carpenter called the Texas. (Counc Councilmember Edwards provided t the Flags of the United States and Sta Mayor Pro -Tem Allison Heyward Councilmember Ralph Gutierrez Councilmember Cedric Edwards Councilmember Tim Brown City Manager Dr. Mark Browne City Attorney Daniel Santee Deputy City Secretary Gayle Wilkinson to order at 6:02 p.m. by the Pledges of Allegiance to of T and Student Councilmembers for the Day. (Mayor Jr. High, 8th Grade Ella Gomez and Corbett Jr. High, 8th — Dobie Jr. High, 7th Grade Kade Jackson and Corbett Jr. High, 7th Grade Mackenzie Suarez Mayor Carpenter recognized City Secretary Brenda Dennis who provided information regarding the program. Ms. Dennis thanked all those involved in the success of the meeting. Student Mayors and Student Councilmembers for the day introduced themselves and provided information on what they observed and learned. Mayor Carpenter and City Manager Dr. Mark Browne presented each student with a certificate and plaque. New Employee Recognition • Public Works: Devon Saloka, Angel Alonzo, Jordan Villarreal — Water Service 1 Water /Wastewater Manager J. Hooks introduced Devon Saloka, Angel Alonzo, and Jordan Villarreal. Water Service 1 new employees providing a brief bio on each. Mayor and Council welcomed them to the City. Mayor Carpenter paused to recognized Michael Moore with Troop 398 who is working on a Citizenship in the Community merit badge. Proclamations • Proclamation recognizing Economic Development Week (Mayor /K. Kinateder) Mayor Carpenter read and presented the proclamation. Executive Director of Economic Development Kyle Kinateder along with Business Retention Manager Jennifer Kolbe and Executive Assistant Patty Horan accepted the proclamation and Kyle Kinateder remarked on Economic Development in Schertz. City Manager Dr. Browne remarked on the dedicated and innovative Economic Development team in the City of Schertz. • Proclamation recognizing Municipal Clerks Week (Mayor /B. Dennis /G. Wilkinson) City Secretary Brenda Dennis and Deputy City Secretary Gayle Wilkinson accepted the proclamation. City Secretary Brenda Dennis remarked on her journey as City Secretary with the City of Schertz and thanked the City Council, staff her and the citizens for the opportunity to serve. City Manager Dr. Browne recognized the City Secretary's office. • Proclamation recognizing Community Action Month (Mayor /B. Deike) Mayor Carpenter read and presented the proclamation. A representative with Community Council of South. Texas Debra Martinez accepted the proclamation and remarked on their program. City Events and Announcements • Announcements of upcoming City Events (B. James /S. Gonzalez) Assistant City Manager B. James provided the following announcements: Wednesday, May Open House and Ribbon Cutting -South Texas Radiology Imaging Centers 4:30 pm -5:30 pm 5000 Schertz Parkway, Suite 500 South Texas Radiology Imaging Centers will have its open house and ribbon cutting for their new MRI unit. There will be hor d'oeuvres, drinks, and door prizes. Music by Jeff Wood. Thursday, May 9 Northeast Partnership Meeting 11:30 am Olympia Hills Golf and Conference Center Saturday, May 1.1. Nature Discovery Series - Discover Crescent Bend Nature Park Tuesday, May 14 Schertz Police Memorial Civic Center Lunch following memori None at this time. Hearing of Residents 111, (M. Browne) ed the Animal Care Facility is now open. He Bryan James, Assistant Police Chief Marc Bane, Animal Services Manager Ginger Dispain and the d efforts. by the Mayor (M. Carpenter) Mayor Carpenter recognized the following who spoke: • The Chamber President Maggie Titterington announced the following: Wednesday, May 8th - Open House and Ribbon. Cutting — South Texas Radiology Imaging Centers 4:30 pm to 7:00 pm, 5000 Schertz Parkway, Suite 500 Thursday, May 16th - 9:30 am a plaque presentation at the Chamber for Member Mosaic Capital Solutions Thursday, May 16th - A mixer the evening of the 16th at HEB 3009 restaurant from 5:30 pm to 7:00 pm. Friday, May 17th - A ribbon cutting for Brazilian Top Team at 1.420 Schertz Parkway at 1:00 pm Ms. Titterington thanked Mr. James, Councilmemers ' Allison Heyward and Ralph Gutierrez, Planning and Community Development Director Lesa Wood and other staff members from Planning and Development for joining her and Mark Roberts to continue to work with Mr. Roberts with his plans which also help her in understanding the process. Mayor Carpenter moved to the consent Consent Agenda Items Mayor Michael Carpenter read the following consent agenda items: Minutes — Consideration and/or action regarding the approval of the minutes of the regular meeting of April 23, 2019. (B. Dennis /G. Wilkinson) 2. Resolution No. ' 19 -R -57 - Consideration and /or action approving a Resolution authorizing the +City Manager to enter into an agreement for custodial cleaning service contracts with Vanguard Cleaning Systems and UBM Enterprise, Inc. for the remainder of the 201 5 -2019 Fiscal Year. (B. James /J. Harshman/T. Buckingham) following LUTION NO. 19 -R -57 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT FOR CUSTODIAL CLEANING SERVICE CONTRACTS WITH VANGUARD CLEANING SYSTEMS AND UBM ENTERPRISE, INC. AND OTHER MATTERS IN CONNECTION THEREWITH 3. Resolution No. 19 -R -58 - Consideration and/or action approving a Resolution. appointing Dudley Wait to the Board of Directors Place D -2 of the Schertz Seguin Local Government Corporation (SSLGC) vacated by the resignation of Charles Kelm. (M. Browne) The following was read into record: El RESOLUTION NO. 19 -R -58 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS APPOINTING DUDLEY WAIT TO THE BOARD OF DIRECTORS PLACE D -2 OF THE SCHERTZ SEGUIN LOCAL GOVERNMENT CORPORATION, AND OTHER MATTERS IN CONNECTION THEREWITH Resolution No. 19 -R -62 — Consideration and/or action approving a Resolution approving a policy relating to the Financial Audit. (M. Browne /B. James /J. Walters) The following was read into record: RESOLUTION N A RESOLUTION BY THE CITY TEXAS APPROVING A POLICY AND OTHER MATTERS IN CONP Mayor Carpenter recognized pulled for separate action. Mayor Carpenter called a vote CIL OF THE CITY OF SCHERTZ, STING TO THE FINANCIAL AUDIT, ON THEREWITH who requested that Item 4 be through 3. Mayor Michael Carpenter recognized Councilmember Edwards who moved seconded by Councilmember Gutierrez to approve the consent agenda items 1 through 3. The vote was unanimous with Mayor Pro -Tem Heyward, Couneilmembers Davis, Gutierrez, Larson, Edwards, , Scagliola and Brown voting yes and no one voting no. Motion passed. update. (B. James /L. Wood) Assistant City Manager B. James, Director of Planning & Community Development Lesa Wood, Senior Planner Bryce Cox, and Planner 1 Emily Delgado presented a Power Point updating Council on the Unified Development Code (UDC) and answered questions from Council. Staff went over the project that they are currently working on, answering questions from Council. Council concluded they want to set priorities and gave staff direction for marching forward. The order of priority from Staff is: • City View • Pit Pads • Unified Development Code (UDC) Discussion and Action Items 4. Resolution No. 19-R-62 — Consideration and/or action approving a Resolution approving a policy relating to the Financial Audit. (M. Browne/13. James/J. Walters) The following was read into record: RESOLUTION NO. 19- A RESOLUTION BY THE CITY COUN TEXAS APPROVING A POLICY RELAI AND OTHER MATTERS IN CONNECTIO Finance Director J. Walters addressed Mayor Michael Carpenter recognized Coun( Councilmember Edwards to approve the con� with Mayor Pro-Tem Heyward, Cou Edwards, Scagliola and Brown voting yes THE CITY OF SCHERTZ, THE FINANCIAL AUDIT, from Councilmember Scagliola. Scagliola who moved seconded by . item 4. The vote was unanimous ors Davis, Gutierrez, Larson, e voting no. Motion passed. 5. Resolution No. 19-R-59 - Consideration and/or action approving a Resolution authorizing for certain infrastructure improvements along Main Street by the City of Schertz; Economic Development Corporation ("SEDC"); and other matters in connection therewith (M. Browne/K. Kinateder) The RESOLUTION NO. 19-R-59 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PROGRAM AND EXPENDITURES FOR CERTAIN INFRASTRUCTURE IMPROVEMENTS ALONG MAIN STREET BY THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION ("SEDC"); AND OTHER MATTERS IN CONNECTION THEREWITH Mayor Michael Carpenter recognized Executive Director Kyle Kinateder who provided information and Power Point on this item answering questions from Council. Mayor Michael Carpenter made the motion from the Chair seconded by Councilmember Edwards to approve Resolution No. 19-R-59. The vote was unanimous with Mayor Pro- Tem Heyward, Councilmembers Davis, Gutierrez, Larson, Edwards, Scagliola and Brown voting yes and no one voting no. Motion passed. Roll Call Vote Confirmation Mayor Carpenter recognized Deputy City Secretary Gayle Wilkinson who provided the roll call votes for items 1 -5. Requests and Announcements • Announcements by the City Manager. No further announcements. • Requests by Pro -Tem Mayor and Councilmembers Council agenda. No items requested. • Announcements by Mayor and C • City and community events attended and to be attended • City Council. Committee and Liaison Assignments (see • Continuing education events attended and to be attendee • Recognition of actions by City employee • Recognition of actions by community vol Mayor Pro -Tem • The Schertz Chamber Mixer • Tri- County Chamber Golf T, • Guadalupe County Mayors r • National Dav of Prayer at tai+ • Sweetheart Coronatio • Clemens Decision Da • Lions Club Casino Ni • Student Council Mem fo the Day the following events: • Sweetheart Coronation • Lions Club Casino Night • Funeral services for Linda Babineau Councilmember Gutierrez attended the following events: • Coffee at the Chamber • Joint Base San Antonio Randolph half marathon. • Tri- County Golf Tournament • National Day of Prayer be placed on a future City below) • Sweetheart Coronation • Clemens Decision Day • Lions Club Casino Night Councilmember Edwards stated, "he simply was all over the city." Councilmember Scagliola attended the following events: • Sweetheart Coronation • Lions Club Casino Night • New Braunfels Wine and Saengerfest Councilmember Brown stated, "he was all over the place." Mayor Carpenter reminded Council they were all invited to serve at Purse Bingo Thursday the 91h at Mikulski Hall beginning at 5:30 pm. 6. Information available in City Council Packets - NO DISCUSSION TO OCCUR • Quarterly Finance Report. (M. Browne /J. Walters) • Parks & Recreation Quarterly Special Events Update. (B. James /L. Shrum) • Monthly update on major projects in progress /CIP. (B. James /K. Woodlee /S. McClelland) Adjournment As there was no further business, Mayor Carpenter adjourned the meeting at 7:54 p.m. Michael Carpenter, Mayor ATTEST: tsrenaa iJenms, Agenda No. 2 City Council Meeting: May 14, 2019 Department: Public Affairs Subject: Resolution No. 19 -R -56 Consideration and /or action approving a Resolution by the City Council of the City of Schertz, Texas authorizing the City Manager to enter in an agreement with My House of Design for Graphic Design Services At the August 14, 2018 City Council meeting, staff brought forward Resolution 1.8 -R -105 which would have authorized a contract for graphic design services for Schertz Magazine, the City's monthly printed publication. After discussion, Council did not approve this resolution, rejected the bids, and requested staff go back out for another set of solicitation of bids with an emphasis on weighting the cost criteria at a higher percentage. In the meantime, Council authorized staff to go month to month with the current graphic designer, Souzamaphone Marketing LLC, as the current contract was set to expire in September 2018. Before going back out to bid, staff presented a workshop to Council on February 5, 2019 . to have a more in -depth discussion regarding the operation of Schertz Magazine, how this communication tool fits into the Ctty's overall communication plan and to get direction from Council as to if any changes need to be made, as the production of the magazine comes at a cost. It was the consensus of Council to continue to produce the magazine in its current format and Council agreed with staff's recommendation to put a price cap of $75,000 on the Request for Proposal (RFP). With that direction, a formal procurement (RFP) for graphic design services was published on March 8, 2019 with a closing date of April 10, 2019. A total of two firms submitted bids and City staff from Public Affairs, City Manager's Office, and EDC evaluated the bids. The bids were scored on several criteria to include the firm's qualifications, abilities and references, the quality of the proposed services, the responsiveness of the proposal, and the overall price. As was directed, staff weighted cost at a higher percentage (an increase to 35% from 20 %). After this evaluation, the scores were compiled and My House of Design was the highest scoring firm with a proposed price of $5,184 per issue or $62,208 annually. City Staff believes that My House of Design offers the best qualified proposal based on the evaluation criteria and recommends City Council authorize the City Manager to enter into a contract with My House of Design for Schertz Magazine graphic design services. COMMUNITY BENEFIT Staff can continue to communicate the City's message(s) to Schertz residents through Schertz Magazine, the City's largest and most successful communication tool, at a lower cost to residents. FISCAL IMPACT Cumulative expenditures under this agreement shall not exceed $186,624.00 during the three - year term for Schertz Magazine graphic design services. Maximum expenditures during each of the fiscal years shall not exceed $62,208.00 unless otherwise negotiated and approved by City Council. This is a cost savings of approximately $30,31.2.00 annually. As- needed services outside the scope of the magazine shall be billed at $68.00 per hour for graphic design services. Funds have been budgeted and approved for monthly design of Schertz Magazine. The project will be paid for from the Public Affairs budget. U"OldZym OfflaKumm i I Staff recommends Council approval of Resolution 19 -R -56 authorizing the City Manager to enter into a three -year agreement with the option to renew for two (2) additional terms of one (1) year each with My House of Design for Schertz Magazine graphic design services. ATTACHMENTS Resolution 19 -R -56 Evaluation Summary Agreement for Graphic Design Services RESOLUTION NO. 19 -R -56 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH MY HOUSE OF DESIGN FOR GRAPHIC DESIGN SERVICES AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Public Affairs Department is charged with the responsibility of maintaining the City of Schertz (the "City ") publications such as Schertz Magazine; and WHEREAS, in order to fulfill its responsibility as set forth above, the City has identified a need for graphic design services; and WHEREAS, bids were received through the sealed bidding process and My House of Design was the highest rated firm based on the evaluation criteria and is the best overall value for the City, with an annual not to exceed amount of $62,208; WHEREAS, City staff has recommended that the City accept the bid proposal from My House of Design for graphic design services; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with My House of Design pursuant to the recommendation made by Public Affairs Staff. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the contract with My House of Design for graphic design services in substantially the form set forth on Attachment A. Section 2. 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 City Council. Section 3. 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 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. 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 City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. 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, a]1 as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 14th day of May 2019 ATTEST: Brenda Dennis, City Secretary (CITY SEAL) M CITY OF SCHERTZ, TEXAS Michael :R Carpenter, Mayor ATTACHMENT A -3- BIDIRFP# 2019 -011 Project Name: MAGAZINE DESIGN SERVICES Firm Name Location Bid Price Annually Score Ranking My House of Design Austin, Texas $62,208.00 87.03 1.00 Souzamaphone Marketing San Antonio, Texas $75,000.00 84.19 2.00 CITY OF SCHERTZ SERVICE AGREEMENT THE STATE OF TEXAS § GUADALUPE COUNTY § This Service Agreement ( "Agreement ") is made and entered by and between the City of Schertz, Texas, (the "City ") a Texas municipality, and My House of Design ( "Contractor "). Section 1. Duration This Agreement shall become effective upon the date of the final signature affixed hereto and shall remain in effect through September 30, 2022 with the option to renew for two (2) additional terms of one (1) year each unless terminated as provided for in this Agreement. Section 2. Scope of Work (A) Contractor shall perform the Work as more particularly described in the Scope of Work attached hereto as Exhibit "A ". The work as described in the Scope of Work constitutes the "Project ". (B) The Quality of Work provided under this Agreement shall be of the level of quality performed by Contractors regularly rendering this type of service. (C) The Contractor shall perform its Work for the Project in compliance with all statutory, regulatory and contractual requirements now or hereafter in effect as may be applicable to the rights and obligations set forth in the Agreement. (D) The Contractor may rely upon the accuracy of reports and surveys provided to it by the City except when defects should have been apparent to a reasonably competent Contractor or when it has actual notice of any defects in the reports and surveys. Section 3. Compensation (A) The Contractor shall be paid in the manner set forth in Exhibit "A" and as provided herein. (B) Billing Period. The Contractor may submit an invoice for payment upon completion of the described tasks. Subject to Chapter 2251, Texas Government Code (the "Prompt Payment Act "), payment is due within thirty (30) days of the City's receipt of the Contractor's invoice. Interest on overdue payments shall be calculated in accordance with the Prompt Payment Act. (C) Reimbursable Expenses. Any and all reimbursable expenses related to the Project shall be included in the scope of Work (Exhibit A) and accounted for in the total contract amount. CITY OF SCHERTZ PAGE 1 My House of Design Service Agreement Section 4. Time of Completion The prompt completion of the Work under the Scope of Work relates is critical to the City. Unnecessary delays in providing Work under a Scope of Work shall be grounds for dismissal of the Contractor and termination of this Agreement without any or further liability to the City other than a prorated payment for necessary, timely, and conforming work done by Contractor prior to the time of termination. Section 5. Insurance Before commencing work under this Agreement, Contractor shall obtain and maintain the liability insurance provided for below throughout the term of the Project plus an additional two years. Contractor shall provide evidence of such insurance to the City. Such documentation shall meet the requirements noted in Exhibit B. Contractor shall maintain the following limits and types of insurance: Workers Compensation Insurance: Contractor shall carry and maintain during the term of this Agreement, workers compensation and employer's liability insurance meeting the requirements of the State of Texas on all the Contractor's employees carrying out the work involved in this contract. General Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, general liability insurance on a per occurrence basis with limits of liability not less than $ 1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property Damage, coverage shall be no less than $1,000,000. As a minimum, coverage for Premises, Operations, Products and Completed Operations shall be $2,000,000. This coverage shall protect the public or any person from injury or property damages sustained by reason of the Contractor or its employees carrying out the work involved in this Agreement. The general aggregate shall be no less than $2,000,000. Automobile Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, automobile liability insurance with either a combined limit of at least $1,000,000 per occurrence for bodily injury and property damage or split limits of at least $1,000,000 for bodily injury per person per occurrence and $ 1,000,000 for property damage per occurrence. Coverage shall include all owned, hired, and non-owned motor vehicles used in the performance of this contract by the Contractor or its employees. Subcontractor: In the case of any work sublet, the Contractor shall require subcontractor and independent contractors working under the direction of either the Contractor or a subcontractor to carry and maintain the same workers compensation and liability insurance required of the Contractor. Qualifying Insurance: The insurance required by this Agreement shall be written by non-assessable insurance company licensed to do business in the State of Texas and currently rated "B+" or better by the A.M. Best Companies. All policies shall be written on a "per occurrence basis" and not a "claims made" form. Evidence of such insurance shall be attached as Exhibit "C". Failure of Certificate Holder to demand a certificate or other evidence of full compliance with CITY OF SCHERTZ PAGE 2 My House of Design Service Agreement these insurance requirements or failure of Certificate Holder to identify a deficiency from evidence that is provided will not be construed as a waiver of Insured's obligation to maintain such insurance. Section 6. Miscellaneous Provisions (A) Subletting. The Contractor shall not sublet or transfer any portion of the work under this Agreement or any Scope of Work issued pursuant to this Agreement unless specifically approved in writing by the City, which approval shall not be unreasonably withheld. Subcontractors shall comply with all provisions of this Agreement and the applicable Scope of Work. The approval or acquiescence of the City in the subletting of any work shall not relieve the Contractor of any responsibility for work done by such subcontractor. (B) Compliance with Laws. The Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative, or regulatory bodies in any matter affecting the performance of this Agreement, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish the City with satisfactory proof of compliance. (C) Independent Contractor. Contractor acknowledges that Contractor is an independent contractor of the City and is not an employee, agent, official or representative of the City. Contractor shall not represent, either expressly or through implication, that Contractor is an employee, agent, official or representative of the City. Income taxes, self - employment taxes, social security taxes and the like are the sole responsibility of the Contractor. (D) Non - Collusion. Contractor represents and warrants that Contractor has not given, made, promised or paid, nor offered to give, make, promise or pay any gift, bonus, commission, money or other consideration to any person as an inducement to or in order to obtain the work to be provided to the City under this Agreement. Contractor further agrees that Contractor shall not accept any gift, bonus, commission, money, or other consideration from any person (other than from the City pursuant to this Agreement) for any of the Work performed by Contractor under or related to this Agreement. If any such gift, bonus, commission, money, or other consideration is received by or offered to Contractor, Contractor shall immediately report that fact to the City and, at the sole option of the City, the City may elect to accept the consideration for itself or to take the value of such consideration as a credit against the compensation otherwise owing to Contractor under or pursuant to this Agreement. (E) Force Majeure. If the performance of any covenant or obligation to be performed hereunder by any party is delayed as a result of circumstances which are beyond the reasonable control of such party (which circumstances may include, without limitation, pending litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions [such as, by way of illustration and not of limitation, severe rain storms or below freezing temperatures, or tornados] labor action, strikes or similar acts, moratoriums or regulations or actions by governmental authorities), the time for such performance shall be extended by the amount of time of such delay, but no longer than the amount of time reasonably occasioned by the delay. The party claiming delay of performance as a result of any of the foregoing force majeure events shall deliver written notice of the commencement of any such delay resulting from such force majeure event not later than seven (7) days after CITY OF SCHERTZ PAGE 3 My House of Design Service Agreement the claiming party becomes aware of the same, and if the claiming party fails to so notify the other party of the occurrence of a force majeure event causing such delay and the other party shall not otherwise be aware of such force majeure event, the claiming party shall not be entitled to avail itself of the provisions for the extension of performance contained in this subsection. (F) Conflict of Terms. Scope of work: In the case of any conflicts between the terms of this Agreement within the Scope of Work, this Agreement shall govern. The Scope of Work is intended to detail the technical scope of Work, fee schedule, and contract time only and shall not dictate Agreement terms. Other Agreements between parties: In the case of any conflicts between the terms of this Agreement and wording contained within any other attachment, amendment, and agreement executed between the parties in conjunction with this Agreement, this Agreement shall govern. (G) Non - Boycott of Israel. The City of Schertz may not enter into a contract with a company for goods and services unless the contract contains a written verification from the company that; (i) it does not Boycott Israel; and (ii) will not Boycott Israel during the term of the contract. (Texas Government Code chapter 2270) by accepting this purchase order, the vendor (Professional or other applicable term defining the contracting party) verifies that it does not Boycott Israel, and agrees that during the term of this agreement (contract as applicable) will not Boycott Israel as that term is defined in the Texas Government Code Section 808.001, as amended. Relevant definitions from the bill: "Company" means a for - profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory, but does not include an action made for ordinary business purposes. (H) Ownership of Workmanship and Materials. All files /originals are the property of the City of Schertz and will be provided via hard disc upon request within five (5) business days. City of Schertz retains ownership of all art unless otherwise agreed upon in writing by the City of Schertz. Section 7. Termination (A) This Agreement may be terminated: (1) By the mutual agreement and consent of both Contractor and City; CITY OF SCHERTZ PAGE 4 My House of Design Service Agreement (2) By either party, upon the failure of the other party to fulfill its obligations as set forth in either this Agreement or a Scope of Work issued under this Agreement; (3) By the City, immediately upon notice in writing to the Contractor, as consequence of the failure of Contractor to perform the Work contemplated by this Agreement in a timely or satisfactory manner; (4) By the City, at will and without cause upon not less than thirty (30) days written notice to the Contractor. (B) If the City terminates this Agreement pursuant to subsection 7(A)(2) or (3), above, the Contractor shall not be entitled to any fees or reimbursable expenses other than the fees and reimbursable expenses then due and payable as of the time of termination and only then for those Work that have been timely and adequately performed by the Contractor considering the actual costs incurred by the Contractor in performing work to date of termination, the value of the work that is nonetheless usable to the City, the cost to the City of employing another Contractor to complete the work required and the time required to do so, and other factors that affect the value to the City of the work performed at time of termination. In the event of termination not the fault of the Contractor, the Contractor shall be compensated for all basic, special, and additional Work actually performed prior to termination, together with any reimbursable expenses then due. Section 8. Indemnification CONTRACTOR AGREES TO INDEMNIFY AND HOLD THE CITY OF SCHERTZ, TEXAS AND ALL OF ITS PRESENT, FUTURE AND FORMER AGENTS, EMPLOYEES, OFFICIALS AND REPRESENTATIVES HARMLESS IN THEIR OFFICIAL, INDIVIDUAL AND REPRESENTATIVE CAPACITIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LIENS AND EXPENSES (INCLUDING ATTORNEYS FEES, WHETHER CONTRACTUAL OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY, AND WHETHER ACTUAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL), OF ANY CONCEIVABLE CHARACTER, FOR INJURIES TO PERSONS (INCLUDING DEATH) OR TO PROPERTY (BOTH REAL AND PERSONAL ) CREATED BY, ARISING FROM OR IN ANY MANNER RELATING TO THE WORK OR GOODS PERFORMED OR PROVIDED BY CONTRACTOR — EXPRESSLY INCLUDING THOSE ARISING THROUGH STRICT LIABILITY OR UNDER THE CONSTITUTIONS OF THE UNITED STATES. Section 9. Notices Any notice required or desired to be given from one party to the other party to this Agreement shall be in writing and shall be given and shall be deemed to have been served and received (whether actually received or not) if (i) delivered in person to the address set forth below; (ii) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for notice, but until written notice of such change is actually received by the other party, the last address of such party designated for notice shall remain such party's address for notice. CITY OF SCHERTZ PAGE 5 My House of Design Service Agreement Section 10. No Assignment Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent of the other party. Section 11. Severability If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. Section 12. Waiver Either City or the Contractor shall have the right to waive any requirement contained in this Agreement that is intended for the waiving party's benefit, but, except as otherwise provided herein, such waiver shall be effective only if in writing executed by the party for whose benefit such requirement is intended. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. Section 13. Governing Law; Venue This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas. The provisions and obligations of this Agreement are performable in Guadalupe County, Texas such that exclusive venue for any action . arising out of this Agreement shall be in Guadalupe County, Texas. Section 14. Paragraph Headings; Construction The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. Both parties have participated in the negotiation and preparation of this Agreement and this Agreement shall not be construed either more or less strongly against or for either party. Section 15. Binding Effect Except as limited herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal and legal representatives, successors and assigns. Section 16. Gender Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. Section 17. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Section 18. Exhibits & Attachments CITY OF SCHERTZ PAGE 6 My House of Design Service Agreement All exhibits and attachments to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Section 19. Entire Agreement It is understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. Section 20. Relationship of Parties Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement. Section 21. Right To Audit City shall have the right to examine and audit the books and records of Contractor with regards to the work described in Exhibit A, or any subsequent changes, at any reasonable time. Such books and records will be maintained in accordance with generally accepted principles of accounting and will be adequate to enable determination of: (1) the substantiation and accuracy of any payments required to be made under this Agreement; and (2) compliance with the provisions of this Agreement. Section 22. Dispute Resolution In accordance with the provisions of Subchapter I, Chapter 271, TEX. LOCAL Gov'T CODE, the parties agree that, prior to instituting any lawsuit or other proceeding arising from a dispute under this agreement, the parties will first attempt to resolve the dispute by taking the following steps: (1) A written notice substantially describing the nature of the dispute shall be delivered by the dissatisfied party to the other party, which notice shall request a written response to be delivered to the dissatisfied party not less than 5 days after receipt of the notice of dispute. (2) If the response does not reasonably resolve the dispute, in the opinion of the dissatisfied party, the dissatisfied party shall give notice to that effect to the other party whereupon each party shall appoint a person having authority over the activities of the respective parties who shall promptly meet, in person, in an effort to resolve the dispute. (3) If those persons cannot or do not resolve the dispute, then the parties shall each appoint a person from the highest tier of managerial responsibility within each respective party, who shall then promptly meet, in person, in an effort to resolve the dispute. Section 23. Disclosure of Business Relationships /Affiliations; Conflict of Interest Questionnaire Contractor represents that it is in compliance with the applicable filing and disclosure requirements of Chapter 1.76 of the Texas Local. Government Code. CITY OF SCHERTZ PAGE 7 My House of Design Service Agreement Certificate of Interested Parties Effective January 1, 2016, pursuant to House Bill 1295 passed by the 84th Texas Legislature (Section 2252.908, Texas Government Code, as amended) and formal rules released by the Texas Ethics Commission (TEC), all contracts with private business entities requiring approval by the Schertz City Council will require the on -line completion of Form ] 295 "Certificate of Interested Parties." Form 1.295 is also required for any and all contract amendments, extensions or renewals. Contractors are required to complete and file electronically with the Texas Ethics Commission using the online filing application. Please visit the State of Texas Ethics Commission website, hops./ 1www, ethics,state,tx,us /whatsnewlelf info_form1295,htm and htt ps;llwww,ethics,state.tx.us /tec 11295 - Info,tm for more information. IF YOU HAVE ANY QUESTIONS ABOUT COMPLIANCE, PLEASE CONSULT YOUR OWN LEGAL COUNSEL. COMPLIANCE IS THE INDIVIDUAL RESPONSIBILITY OF EACH PERSON OR AGENT OF A PERSON WHO IS SUBJECT TO THE FILING REQUIREMENT. AN OFFENSE UNDER CHAPTER 1.76 IS A CLASS C MISDEMEANOR. [The remainder of this page is intentionally left blank.] CITY OF SCHERTZ PAGE 8 My House of Design Service Agreement EXECUTED on this the CITY: day of , 20_ By: By: Name: Dr. Mark Browne Name: Title: City Manager Title: ADDRESS FOR NOTICE: City of Schertz Attn: Dr. Mark Browne, City Manager 1400 Schertz Parkway Schertz, Texas 78154 #. CONTRACTOR: My House of Design Attn: Shaila Abdullah 10512 Ivalenes Hope Dr. Austin, Tx 78717 CITY OF SCHERTZ PAGE 9 My House of Design Service Agreement Exhibit "A" SCOPE OF WORK 1. Work Description and Services Specifications The contractor will design twelve (12) issues per year in monthly increments. 1.1 Magazine Specifications 1.1.1 The magazine has a print run of approximately fifteen thousand five hundred (15,500) copies per month. 1.1.2 The magazine is printed using flat 11" x 17" paper with a finished 8.5" x 11 ". 1.1.3 The magazine is composed of an average of forty -eight (48) pages self- cover, 414 Dull Varnish (satin), on 801b influence matte. 1.1.4 The magazine is saddle stitched and trimmed to size prior to distribution. 2. Design Services The contractor shall be responsible for conceptualizing and designing a forty -eight (48) page monthly publication consisting of feature articles, community and government news, and paid advertisements. The contractor shall be responsible for integrating various design elements to visually portray the message and theme of the issue. This includes a clean and consistent layout as well as incorporating new trends and designs as desired. 2.1 Advertisement Design The contractor shall be capable of producing no less than fifteen (15) paid advertisements for each issue of the magazine, independently or with direction from the client. Respondent shall possess the ability to incorporate the clients' style guide and any elements the client wishes to include in their advertisement. All advertisement design and revisions shall include limitless proofs. The ability to meet varying deadlines is required. 3. Proof Requirements The contractor shall provide the first proof of Schertz Magazine to the City for review a minimum of three (3) business days before the Press Deadline. Anything received after 5:00 PM will count as the next business day. Designer shall also provide a proof to be approved by the City for press. The contractor shall provide unlimited revisions of the print proof at no additional cost. CITY OF SCHERTZ PAGE 10 My House of Design Service Agreement The final press deadline is established as 12:00 PM on the eighth (8) business day after receipt of publication materials from the City. The contractor is responsible for delivering Final Press Files to the printer prior to the Press Deadline. 4. Deadlines Deadlines shall be scheduled in accordance with the " Schertz Magazine Deadline Schedule ". The schedule will be provided to the contractor each year in September for the following fiscal year. 5. Stock Imagery The contractor will be responsible for searching for and preliminarily selecting images for use in the Magazine. The Designer must have approval from the City prior to making any final purchases for stock images. Stock imagery for Schertz Magazine shall not exceed ten (10) images per issue. 6. Communication Expectations 6.1 The contractor must be familiar with and comfortable using Microsoft SharePoint for the sharing of magazine files, proofs, advertisements, etc. 6.2 Face to Face Communication: Contractor will be required to attend a minimum of one (1) face to face meeting per month. The preference for this would be on -site; however, the City would consider video conferencing as an alternative. 6.3 The contractor must be available for edits, revisions, and magazine layout by phone and /or email during normal business hours. 7. Other Services As Needed The selected design firm may be called upon to complete various design projects outside of the magazine scope of work as needed. This may include flyers, special publications, and web content. 8. Fee Schedule 8.1 Cost per Publication: $5,184.00 per issue, equating to $62,208.00 per year. 8.2 As- Needed services outside the scope of the magazine shall be billed at $68.00 per hour. CITY OF SCHERTZ PAGE I I My House of Design Service Agreement Exhibit `B" REQUIREMENTS FOR ALL INSURANCE DOCUMENTS The Contractor shall comply with each and every condition contained herein. The Contractor shall provide and maintain the minimum insurance coverage set forth below during the term of its agreement with the City. Any Subcontractor(s) hired by the Contractor shall maintain insurance coverage equal to that required of the Contractor. It is the responsibility of the Contractor to assure compliance with this provision. The City of Schertz accepts no responsibility arising from the conduct, or lack of conduct, of the Subcontractor. INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT With reference to the foregoing insurance requirements, Contractor shall specifically endorse applicable insurance policies as follows: I. The City of Schertz shall be named as an additional insured with respect to General Liability and Automobile Liability on a separate endorsement. 2. A waiver of subrogation in favor of The City of Schertz shall be contained in the Workers Compensation and all liability policies and must be provided on a separate endorsement. 3. All insurance policies shall be endorsed to the effect that The City of Schertz will receive at least thirty (30) days written notice prior to cancellation or non - renewal of the insurance. 4. All insurance policies, which name The City of Schertz as an additional insured, must be endorsed to read as primary and non - contributory coverage regardless of the application of other insurance. 5. Chapter 1811 of the Texas Insurance Code, Senate Bill 425 82(R) of 2011, states that the above endorsements cannot be on the certificate of insurance. Separate endorsements must be provided for each of the above. 6. All insurance policies shall be endorsed to require the insurer to immediately notify The City of Schertz of any material change in the insurance coverage. 7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions. 8. Required limits may be satisfied by any combination of primary and umbrella liability insurances. 9. Contractor may maintain reasonable and customary deductibles, subject to approval by The City of Schertz. 10. Insurance must be purchased from insurers having a minimum AmBest rating of B +. 11. All insurance must be written on forms filed with and approved by the Texas Department of Insurance. (ACORD 25 2010/05). Coverage must be written on an occurrence form. 12. Contractual Liability must be maintained covering the Contractors obligations contained in the contract. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting all endorsements and insurance coverages according to requirements and instructions contained herein. 1.3. Upon request, Contractor shall furnish The City of Schertz with certified copies of all insurance policies. 14. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to the City of Schertz within ten (10) business days after contract award and prior to starting any work by the successful. Contractor's insurance agent of record or insurance company. Also, prior to the start of any work and at the same time that the Certificate of Insurance is issued and sent to the City of Schertz, all required endorsements identified in sections A, B, C and D, above shall be sent to the City of Schertz. The certificate of insurance and endorsements shall be sent to: City of Schertz Purchasing Department 1400 Schertz Parkway Schertz, TX 78154 CITY OF SCHERTZ My House of Design Service Agreement emailed to: purchasin {c schertz ®com Faxed to: 210 -619 -1169 PAGE 12 T CERTIFICATE OF LIABILITY INSURANCE = "FIFRI AM 10 18,6UH0 AS A MUM! OP 1"rOMWIATION DIIGY AIM COMAS AS N WORTS UP I1 71I11 F1311 'II1 HOW] NIM FOES NOT AFFIRETATTVULY OR HUGAIMLY MUNA FIATU"D ,kl=Trm 'T"1 COY : . G APR � D Y ima, TH1 IFR�1I-PTiA ' II SURAN 11 WHO N _ ON1471TUTH ON O'T ORTWIN'THO 401,80,10 wourt uI (ft AUTI I1 " 0110111 010111 _ dthftm hwRMYR ML K04AEOATE L .Yd,"'L E44 Ffl : �.�... s r�,w CITY OF SCHERTZ PAGE 13 My House of Design Service Agreement (Instructions for completing and submitting a certificate to the City of'Schertz) Complete the certificate of insurance with the information listed below: A) Certificate of Insurance date B) Producer (Insurance Agency) Information — complete name, address, telephone information, & email address. C) Insured's (Insurance Policy Holder) Information — complete name & address information D) Insurer (name /names of insurance company) "(Remember the city requires all insurance companies to be Authorized to do business in the State of Texas be rated by A.M. Best with a rating of B+ (or better) Class VI (or higher) or otherwise be acceptable to the City if not rated by A.M. Best) E) NAIC # (National Association of Insurance Commissioners, a # that is assigned by the State to all insurance companies) F) Insurer letter represents which insurance company provides which type of coverage from D G) General Liability Insurance Policy — must have an (x) in box. Also, "Occurrence" type policy — must have an (x) in the box (occurrence policy preferred but claims made policy can be accepted with special approval) H) This section shall be filled in with "Y" for yes under Additional Insured for all coverages, except for Contractor Liability and Workers' Compensation. There shall also be a "Y" for yes under all coverages for subrogation waived. 1) Automobile Liability Insurance — must be checked for Any Auto, All Owned Autos, Hired Autos 7) Umbrella Coverage — must be checked in this section and by occurrence whenever it is required by written . contract and in accordance with the contract value. K) Worker's Compensation and Employers Liability Insurance — information must be completed in this section of the certificate of insurance form (if applicable). L) Builder's Risk Policy — for construction projects as designated by the City of Schertz. Professional Liability Coverage — for professional services if required by the City of Schertz. M) Insurance Policy #'s N) Insurance policy effective dates (always check for current dates) O) Insurance Policy limits (See Insurance Requirements Checklist) P) This section is to list projects, dates of projects, or location of project. Endorsements to the insurance policy(ies) must be provided separately and not in this section. The following endorsements are required by the City of Schertz. (1) Adding the City of Schertz as an additional insured. The "additional insured" endorsement is not required for professional liability and workers compensation insurance; and (2) Waiver of Subrogation (3) Primary and Non - Contributory (4) Cancellation Notice Q) City of Schertz's name and address information must be listed in this section R) Notice of cancellation, non - renewal, or material change to the insurance policy(ies) must be provided to the City of Schertz in accordance with a cancellation notice endorsement to the policy and/or per the policy provisions based on the endorsement adding the city as an additional insured. (Sec. 1.81.1.155, Tex. Ins. Code) S) The certificate must be signed by the Authorized Agent in this section of the certificate form. CITY OF SCHERTZ PAGE 14 My House of Design Service Agreement Exhibit "C" EVIDENCE OF INSURANCE CITY OF SCHERTZ PAGE 15 My House of Design Service Agreement City Council Meeting: Department: Subject: Agenda No. 3 CITY COUNCIL MEMORANDUM May 14, 2019 Finance Resolution 19 -R -60— A Resolution by the City Council of the City of Schertz, Texas authorizing the City to engage Norton Rose Fulbright US LLP as bond counsel, and other matters in connection therewith The City of Schertz has been using Norton Rose Fulbright as the City's bond counsel for many years. During a review of services, staff discovered no official engagement letter with Norton Rose Fulbright for these services has been signed and accepted by the City. This resolution will officially engage this law firm as the City's bond counsel. Bond Counsel reviews and files the appropriate forms and letters with the State and Federal Governments each time the City issues bonds. They also review each issuance to ensure the intended uses of the bond funds are appropriate and follow state statutes. With the upcoming proposed issuance, staff recommends approving the engagement letter and identify Norton Rose Fulbright as bond counsel. Either party may terminate the engagement at any time with a written notice FISCAL IMPACT Costs related to bond counsel occur during the issuance of municipal bonds and only then. Payment is usually included and paid from the bond proceeds. In the 2018 Certificates of Obligation for $10,440,000 the bond counsel fee was $27,890.00. SUMMARY OF RECOMMENDED ACTION Staff recommends the City engage Norton Rose Fulbright as bond counsel. Specific Motion: I Move that the City Council approve the Engagement Agreenient for on Cbunsel Services". ATTACHMENTS Resolution 19-R-60 Exhibit A — Engagement Letter RESOLUTION NO. 19 -R -60 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE CITY TO ENGAGE NORTON ROSE FULBRIGHT US LLP AS BOND COUNSEL, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City ") has determined that the City requires bond counsel services relating to issuing debt; and WHEREAS, City staff has determined that Norton Rose Fulbright US LLP is uniquely qualified to provide such services for the City; and WHEREAS, pursuant to Section 252.022(a)(4), the City is not required to seek bids or proposals with respect to a procurement for personal, professional, or planning purposes; and WHEREAS, the City Council has determined that it is in the best interest of the City to engage Norton Rose Fulbright US LLP pursuant to the Engagement Letter attached hereto as Exhibit A. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to engage Norton Rose Fulbright US LLP in substantially the form set forth on Exhibit A. Section 2. 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 City Council. Section 3. 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 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. 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 City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. 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 50077397.1 A -1. matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 14 day of May 2019. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) 50077397.1 A -2 Mr. Mark Browne May 14, 2019 Page 3 NORTON ROSE FULBRIGHT We are pleased to have the opportunity to be of service to the City with respect to this Matter. If you need any further information from us concerning this Matter, please do not hesitate to contact us. Very truly yours, W. J WKu W,IK/jcq Enclosures cc: Mr. Clay Binford (Firm) Ms. Stephanie V. Leibe (Firm) The City of Schertz, Texas Agrees to and Accepts this Letter and the Attached Terms of Engagement: CITY OF SCHERTZ, TEXAS 0 Michael Carpenter, Mayor Date: 74407392.3 affiliates, whether becoming such by virtue of merger, dissolution, acquisition, or any other means. Accordingly, it is understood that we may represent another client with interests adverse to any such affiliated or related person or entity without first obtaining consent from the City. It is further agreed that the attorney - client relationship terminates upon our completion of the services for which we have been retained in the Representation. As our engagement letter confirms, Norton Rose Fulbright US LLP will represent the in the Matter. Norton Rose Fulbright US LLP is a registered limited liability partnership under Chapter 152 of the Texas Business Organizations Code. Although our firm will be providing legal services, each client of the firm customarily has a relationship principally with one attorney, or perhaps a few attorneys. At the same time, however, the work required in the Representation, or parts of it, may be performed by other firm personnel, including lawyers and paralegals. Such delegation may be for the purpose of involving other firm personnel with experience in a given area or for the purpose of providing services on an efficient and timely basis. • Our law firm represents many companies and individuals. In some instances, the applicable rules of professional conduct may limit our ability to represent clients with conflicting or potentially conflicting interests. Those rules of conduct often allow us to exercise our independent judgment in determining whether our relationship with one client prevents us from representing another. In other situations, we may be permitted to represent a client only if the other clients consent to that representation. Rules concerning conflicts of interest vary with the jurisdiction. In order to avoid any uncertainty, it is our policy that the governing rules will be those applicable to the particular office of our firm that prepares the engagement letter for a particular matter. The acceptance by the City of our engagement letter constitutes an express agreement with that policy, unless the engagement letter specifically states that some other rules of professional responsibility will govern our attorney - client relationship. From time to time, our firm may concurrently represent one client in a particular case or matter and, at the same time, our firm may be asked to represent an adversary of that same client in an unrelated case or matter. We would consider doing so only if it is our professional judgment that the firm could undertake the concurrent representation impartially and without any adverse effect on the responsibilities that the firm has to either client. Specifically, it is possible that, during the Representation, some of our present or future clients will have disputes with you. By accepting these terms of engagement, it is expressly understood and agreed that we may continue to represent, or may undertake in the future to represent, existing or new clients in any matter that is not substantially related to the Representation, even if the interests of such clients in those other matters are directly adverse to you. We agree, however, that the prospective consent to conflicting representation contained in the preceding sentence shall not apply if, as a result of the Representation, we have obtained proprietary or other confidential information of a non- public nature that, if known to the other client, could be used in that matter by that client with the result of any material disadvantage to you. 74407392.3 - 5 - Agenda No. 4 CITY COUNCIL MEMORANDUM City Council Meeting: May 14, 2019 Department: Finance Subject: Resolution No. 19 -R -61 - A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AND APPROVING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION; COMPLYING WITH THE REQUIREMENTS CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2 -12; AND PROVIDING AN EFFECTIVE DATE BACKGROUND: 111 GYf13 0i►1 I zMei I For a City to issue Certificates of Obligation ( "CO ") to fund capital improvement projects, the City must first adopt a Notice of Intention Resolution and then post the Notice of Intention in the City's paper of record for two consecutive weeks. By law, the City can sell its COs at least 31 days after the first publication so long as a petition, certified by the City Secretary, containing signatures of at least 5% of the qualified voters, is not submitted to the City prior to the sale. This Resolution alerts the Citizens that the proposed projects will be considered, and a Certificate of Obligation ( "CO ") may be approved on July 23, 2019. The Resolution makes clear that the City intends to issue COs in an amount not -to- exceed $7,925,000 for the purposes of making road improvements ($3,050,000), purchasing an aerial fire engine ($1,200,000) and sewer system improvements ($3,675,000). The bond funds for additional $3,050,000 road improvements that would not be funded by existing bonds or through general fund reserves. The existing ladder fire engine is nearing the end of its useful life. It is important for the safety of the industrial sector of Schertz the City has a working and reliable fire engine with the right equipment to help contain fires in large industrial and warehouse buildings. This $1,200,000 replacement engine will also be the primary engine assigned to Fire Station #4 when it is completed. The Guadalupe Blanco River Authority (GBRA) will be closing the sewer treatment plant that currently services properties in the Northcliffe area. The service for those homes will be transferred to the existing Cibolo Creek Municipal Authority (CCMA) treatment plant. CCMA charges a connection fee of $1,800 per living unit equivalent for each new property it services. It is intended to use the $3,675,000 for sewer system improvements to enter into an agreement with CCMA and complete infrastructure improvements on their behalf in lieu of paying connection fees for those properties. On July 23" the City will price its COs and the Council will then consider an Ordinance approving the sale to the winning bidder of the COs at a competitive sale. The COs will be supported by both ad valorem taxes for general fund projects and the utility fund for projects related to utility system. improvements. The authorization of the Notice of Intention Resolution and subsequent sale of COs will not require a tax rate increase or a utility rate increase. RECOMMENDATION Staff recommends approving the Notice of Intention Resolution, publishing the Notice of Intention, and to authorize the consultants to move forward with the issuance of COs scheduled to sell on July 23 Td and funds delivered on August 21st SPECIFIC M01`10N: "I MOVE TO ADOPTA NOTICE OF WrEWION RESOLUTION99 ATTACHMENT(S) Notice of Intention Resolution (No. 19 -R -61) Certificate of City Secretary Affidavit of Publication RESOLUTION NO. 19 -R -61 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AND APPROVING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION; COMPLYING WITH THE REQUIREMENTS CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2 -12; AND WHEREAS, the City Council (the City Council) of the City of Schertz, Texas (the City) has determined that it is advisable and necessary to issue and sell one or more series of certificates of obligation (the Certificates) in an amount not to exceed $7,925,000 as provided pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing street improvements (including utilities repair, replacement, and relocation), curbs, gutters, and sidewalk improvements, including drainage incidental thereto; (2) designing, constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's utility system; (3) acquiring and equipping a new fire truck, (4) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital improvements; and (5) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects; and WHEREAS, prior to the offering, sale, and issuance of the Certificates, the appropriate officials of the City must review and approve the distribution of a "deemed final" preliminary official statement (the Official Statement) in order to comply with the requirements contained in 17 C.F.R. §240.1.5c2 -1.2 (the Securities and Exchange Commission Rule); and WHEREAS, based upon their review of the Official Statement, the appropriate officials of the City must find to the best of their knowledge and belief, after reasonable investigation, that the representations of facts pertaining to the City contained in the Official Statement are true and correct and that, except as disclosed in the Official Statement, there are no facts pertaining to the City that would adversely affect the issuance of the Certificates or the City's ability to pay the debt service requirements on the Certificates when due; and WHEREAS, the City Council will comply with the requirements contained in the Securities and Exchange Commission Rule concerning the creation of a contractual obligation between the City and the proposed purchaser(s) of the Certificates (the Purchasers) to provide the Purchasers with an Official Statement in a time and manner that will enable the Purchasers to comply with the distribution requirements and continuing disclosure requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, the City Council authorizes the Mayor, City Manager, City Secretary, and the City Attorney, as appropriate, or their designees, to review, approve, and execute any document 74398589.3 or certificate in order to allow the City to comply with the requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, prior to the issuance of the Certificates, the City Council is required to publish notice of its intention to issue the Certificates in a newspaper of general circulation in the City, such notice stating (i) the time and place the City Council tentatively proposes to pass the ordinance authorizing the issuance of the Certificates, (ii) the maximum amount proposed to be issued, (iii) the purposes for which the Certificates are to be issued, (iv) and the manner in which the City Council proposes to pay the Certificates; and WHEREAS, the City Council hereby finds and determines that such documents pertaining to the sale of the Certificates should be approved, and the City should proceed with the giving of notice of intention to issue the Certificates in the time, form, and manner provided by law; and WHEREAS, the City Council hereby fords and determines that the adoption of this Resolution is in the best interests of the residents of the City; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS SECTION 1. The City Secretary is hereby authorized and directed to cause notice to be published of the City Council's intention to issue the Certificates in an amount not to exceed $7,925,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing street improvements (including utilities repair, replacement, and relocation), curbs, gutters, and sidewalk improvements, including drainage incidental thereto; (2) designing, constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's utility system; (3) acquiring and equipping a new fire truck, (4) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital improvements; and (5) the payment of professional services related to the design, construction, project management, and financing of the aforementioned capital improvements. The Certificates will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and additionally from a pledge of and lien on certain revenues derived from the operation of the City's utility system. The notice hereby approved and authorized to be published shall read substantially in the form and content of Exhibit A attached hereto, which notice is incorporated herein by reference as a part of this Resolution for all purposes. SECTION 2. The City Secretary shall cause the notice described in Section l to be published in a newspaper of general circulation in the City, once a week for two consecutive weeks, the date of the first publication shall be at least thirty (30) days prior to the date stated therein for passage of the ordinance authorizing the issuance of the Certificates. SECTION 3. The Mayor, City Manager, City Secretary, and the City Attorney, as appropriate, or their designees, are authorized to review and approve the Official Statement pertaining to the offering, sale, and issuance of the Certificates and to execute any document or 74398589.3 -2- certificate in order to comply with the requirements contained in the Securities and Exchange Commission Rule. SECTION 4. 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 City Council. SECTION 5. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 7. 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 City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8. 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 9. This Resolution shall be in force and effect from and after the date of its adoption, and it is so resolved. [The remainder of this page intentionally left blank.] 74398589.3 -3- PASSED AND APPROVED, this the 14th day of May, 2019. CITY OF SCHERTZ, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) 74398589.3 -4- Exhibit A NOTICE OF INTENTION TO ISSUE CITY OF SCHERTZ, TEXAS CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Schertz, Texas will convene at its regular meeting place in the City Hall in Schertz, Texas, at 6:00 o'clock P.M., Schertz, Texas time on July 23, 2019, and, during such meeting, the City Council will consider the passage of an ordinance or ordinances and take such other actions as may be deemed necessary to authorize the issuance of one or more series of certificates of obligation in an aggregate principal amount not to exceed $7,925,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing street improvements (including utilities repair, replacement, and relocation), curbs, gutters, and sidewalk improvements, including drainage incidental thereto; (2) designing, constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's utility system; (3) acquiring and equipping a new fire truck, (4) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital improvements; and (5) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects. The certificates of obligation (the Certificates) will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a lien on and pledge of certain revenues derived by the City from the operation of the City's utility system. The Certificates are to be issued, and this notice is given, under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Chapter 1502, as amended, Texas Government Code, and the City's Home Rule Charter. /s/ Brenda Dennis City Secretary, City of Schertz, Texas 74398589.3 A -1 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § COUNTIES OF BEXAR, COMAL, AND § GUADALUPE § CITY OF SCHERTZ § THE UNDERSIGNED HEREBY CERTIFIES that: 1. On the 10' day of May, 2019, . the City Council (the Council) of the City of Schertz, Texas (the City) convened in regular session at its regular meeting place in the City Hall (the Meeting), the duly constituted members of the Council being as follows: Michael Carpenter Mayor Allison Heyward Mayor Pro Tem, Place 6 Mark Davis Councilmember, Place 1 Ralph Gutierrez Councilmember, Place 2 Scott Larson Councilmember, Place 3 Cedric Edwards, Sr. Councilmember, Place 4 David Scagliola Councilmember, Place 5 Tim Brown Councilmember, Place 7 and all of such persons were present at the Meeting, except the following: , thus constituting a quorum. Among other business considered at the Meeting, the attached Resolution (the Resolution) entitled: A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AND APPROVING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION; COMPLYING WITH THE REQUIREMENTS CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2 -12; AND PROVIDING AN EFFECTIVE DATE was introduced and submitted to the Council for passage and adoption. After presentation and discussion of the Resolution, a motion was made by Councilmember that the Resolution be finally passed and adopted in accordance with the City's Home Rule Charter. The motion was seconded by Councilmember and carried by the following vote: voted "For" voted "Against" abstained all as shown in the official Minutes of the Council for the Meeting. 2. The attached Resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the Council of the City on the date of the Meeting are those persons shown above, and, according to the records of my office, 74398748.1 each member of the Council was given actual notice of the time, place, and purpose of the Meeting and had actual notice that the Resolution would be considered; and the Meeting and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the Resolution, was posted and given in advance thereof in compliance with the provisions of Chapter 551, as amended, Texas Government Code. IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the City, this 14th day of May, 2019. City Secretary, City of Schertz, Texas (CITY SEAL) 74398748.1 S -1 THE STATE OF TEXAS § COUNTIES OF BEXAR, COMAL AND § GUADALUPE § CITY OF SCHERTZ § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , who, after being by me duly sworn, upon oath says that he /she is a representative of the , a newspaper of general circulation in the City of Schertz, Texas which newspaper satisfies each of the requirements of Subchapter C, Chapter 205], as amended, Texas Government Code, so as to constitute an official publication in which legal notices may be published as set forth in Subchapter C, Chapter 2051, as amended, Texas Government Code, and that there was published in said newspaper a true and correct copy of the attached NOTICE OF INTENTION to issue certificates of obligation on the following dates: Signature SUBSCRIBED AND SWORN TO before me, the undersigned authority, on the day of , 2019, to verify which witness my hand and seal of office. Notary :Public in and for the State of Texas (NOTARY SEAL) 74398741.1