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02-05-2013 Agenda with BackupSCHERTZ CITY COUNCIL REGULAR SESSION HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS 1400 SCHERTZ PARKWAY BUILDING #4 SCHERTZ, TEXAS 78154 01-29-2013 Council Agenda AGENDA TUESDAY FEBRUARY 5, 2013 AT 6:00 P.M. The City Council may, for its convenience or for the convenience of City Staff or persons in attendance, modify the order in which items on the agenda are considered by the City Council. Call to Order – Regular Session – 6:00 p.m. Invocation and Pledges of Allegiance to the Flags of the United States and State of Texas. City Events and Announcements • Announcements of upcoming City Events (D. Harris/J. Bierschwale/B. James) • Announcements and recognitions by City Manager (J. Kessel) 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 minutes. 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. Discussion by the Council of any item not on the agenda shall be limited to statements of specific factual 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. Discussion and/or Action Items 1. Appointment of the Mayor Pro-Tem – Consideration and/or action appointing a Mayor Pro-Tem for the City of Schertz. (Mayor/Council) A. Oath of Office – Oath of office administered to Councilmember Cedric Edwards. (Mayor Carpenter to administer oath) 02-05-2013 City Council Agenda Page - 2 - Consent Agenda Items The Consent Agenda is considered to be 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 by the Mayor or a Councilmember. 2. Bexar County Community Development Block Grant Program - A presentation, discussion, and possible action regarding a proposed submittal of project(s) to be considered for funding under the Bexar County Community Development Block Grant program. (D. Harris/D. Harris) 3. Minutes - Consideration and/or action regarding the approval of the minutes of the Regular Meeting of January 29, 2013. (J. Kessel/B. Dennis) 4. Ordinance No. 13-M-04 – Consideration and/or action approving Ordinance No. 13- M-04 authorizing an amended and restated Certificate of Formation of the City of Schertz Economic Development Corporation; approving amended and restated Bylaws of such Corporation; appointing Directors to the Board of Directors of such Corporation; and other matters in connection therewith. Final Reading (J. Kessel/D. Gwin) 5. Resolution No. 13-R-08 – Consideration and/or action approving a Resolution authorizing an advertising and graphic design services agreement with Souzamaphone Marketing, LLC, and other matters in connection therewith. (D. Harris/L. Ervin) 6. Resolution No. 13-R-09 – Consideration and/or action approving a Resolution creating and providing 2013 funding to the Hal Baldwin Scholarship, and appointing members of the 2013 Hal Baldwin Scholarship committee, and resolving other matters in connection therewith (J. Kessel/B. Cantu) Roll Call Vote Confirmation Executive Session Called under: Section 551.071 Texas Government Code Deliberation regarding litigation, pending or contemplated litigation; Section 551.072 Texas Government Code - Deliberation regarding the purchase, exchange, sale, lease, or value of real property, or real estate; Section 551.074 Texas Government Code - Deliberation regarding personnel matters, policies, duties, employment, and evaluation of certain public officials and employees; Reconvene into Regular Session 02-05-2013 City Council Agenda Page - 3 - 7. Take any action deemed necessary as a result of the Executive Session. Requests and Announcements 8. Announcements by City Manager • Citizen Kudos • Recognition of City employee actions • New Departmental initiatives 9. Requests by Mayor and Councilmembers that items be placed on a future City Council agenda. 10. Requests by Mayor and Councilmembers to City Manager and Staff for information. 11. 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 • Upcoming City Council agenda items Adjournment 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 1st DAY OF FEBRUARY 2013 AT 4:00 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. Brenda Dennis Brenda Dennis CPM, TRMC, MMC, City Secretary 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 _______________, 2013. ____________________________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 at least 24 hours in advance of meeting. 02-05-2013 City Council Agenda Page - 4 - COUNCIL COMMITTEE AND LIAISON ASSIGNMENTS Mayor Carpenter TIRZ II Board Hal Baldwin Scholarship Committee Audit Committee Investment Advisory Committee Mayor Pro-Tem Antuna - Place 3 Audit Committee ASA Commuter Rail District Board – Lone Star Schertz Seguin Local Government Corporation Councilmember Fowler – Place 1 Interview Board for Boards and Commissions Schertz Housing Board Liaison Councilmember Scagliola – Place 2 Animal Control Advisory Committee Interview Board for Boards and Commissions Sweetheart Advisory Committee Cibolo Valley Local Government Corporation Councilmember Edwards – Place 4 Investment Advisory Committee Audit Committee Hal Baldwin Scholarship Committee Councilmember – Place 5 Vacant Agenda No. 1 CITY COUNCIL MEMORANDUM City Council Meeting: February 5, 2013 Department: City Council Subject: Mayor Pro-Tem Position – Appointment of the Mayor Pro-Tem BACKGROUND The City of Schertz City Council Rules of Conduct and Procedures, Article 5, 5.1 Appointment Procedure for the Mayor Pro-Tem states the following: (a) The Council will discuss, and with a majority vote, appoint the Councilmember to serve as the Mayor Pro-Tem for the City. (b) The appointed Mayor Pro-Tem must be a Councilmember and must meet the qualifications of Section 4.02 of the City Charter. Term dates for the Mayor Pro-Tem position will begin in February and August of each year (the election dates offset by three (3) months). Terms will sequentially rotate according to Councilmember Place. In addition, to be appointed to the position of Mayor Pro-Tem, a Councilmember must be an elected member of Council. According to the customary rotation, the next Councilmember position is Place 4. FISCAL IMPACT None RECOMMENDATION Council approves the appointment of Councilmember Cedric Edwards as Mayor Pro-Tem with a term to expire August 2013. ATTACHMENT Oath of Office for Mayor Pro-Tem. In the name and by the authority of The State of Texas OATH OF OFFICE I Cedric Edwards, Sr, do solemnly swear (or affirm), that I will faithfully execute the duties of Mayor Pro-Tem, for the City of Schertz, and will to the best of my ability preserve, protect, and defend the Constitution and laws of the United States and of this State, so help me God. ___________________________________ Affiant SWORN TO and subscribed before me by affiant on the 5th day of February 2013. ______________________________________ Signature of Person Administering Oath (Seal) ____________________________________ Printed Name ____________________________________ Title Form #2204 Agenda No. 2 CITY COUNCIL MEMORANDUM City Council Meeting: February 5, 2012 Department: City Manager Subject: Consideration and/or action regarding a proposed submittal of project(s) to be considered for funding under the Bexar County Community Development Block Grant program. (D. Harris/D. Harris) BACKGROUND Bexar County CDBG program will be accepting applications later this month to be considered for funding in the current cycle year as part of the Federal Housing and Urban Development (HUD) Community Development Block Grant (CDBG) program. Though the program is run by Bexar County on our behalf, the projects we submit can be in any part of the City—anywhere in the three counties. To qualify, a project must demonstrate that it will primarily benefit one or more of the following groups: low to moderate income individuals, senior citizens, people addressed by the Americans with Disability Act (ADA). Projects funded fall into two categories: Public Service/Social Services and Infrastructure, public facilities and economic development. Though staff is not sure of the amount of funding that will be provided by HUD, Bexar County estimates the figure to be about $1.5M for Program Year 2013. Funding for this cycle will follow the following formula: 65%--Infrastructure; public facilities; economic development 20%--Administration (Bexar County CDBG) 15%--Public Service/Social Service Projects in the Public Service/Social Service category are highly competitive and difficult for new projects to be funded as existing funding has continued from year to year for these programs. Where Schertz has a chance is in Infrastructure or public facilities categories; these are typically one one-time capital projects that do not incur recurring costs. Staff is developing a list of Capital Improvement Projects (CIP), big and small, only a portion of which have been identified as possibly meeting potential qualification for funding by CDBG. In speaking with Bexar County staff, most suburban cities projects that score well are ADA-related projects which are funded out of the Infrastructure category. Staff has developed a listing of projects that appear to qualify, listed below. All involve installing handicap ramps and ten-foot walkways, some projects also include additional handicap parking spaces. For Program Year 2013, staff recommends the following priority list of projects. City Council Memorandum Page 2 Recommended Ranking --> 1 2 3 4 5 Pickrell Park Crescent Bend Nature Park Ashely Park Woodland Oaks Lone Oak Park TOTAL Construction 58,731 8,550 8,400 14,000 3,500 Engineering 8,810 1,283 1,260 2,100 525 Contigencies 6,754 983 966 1,610 403 Administrative 3,715 541 531 886 221 TOTAL 78,009 11,357 11,157 18,596 4,649 123,768 CDBG 39,005 5,678 5,579 9,298 2,324 61,884 City Match 39,005 5,678 5,579 9,298 2,324 61,884 Next steps: Present project listing to Bexar County staff Thursday, February 7 Finalize application for submission to Bexar County no later than Tuesday, February 26, 2013 Goal To provide upgrades to City Parks to allow greater access for mobility-challenged visitors. Community Benefit Provide greater accessibility to City Parks for mobility-challenged visitors. Summary of Recommended Action Approve the prioritized list of Park-related projects and direct staff to pursue application and funding for these projects under the Bexar County CDBG program. FISCAL IMPACT Depending on projects awarded, a City cash match of up to $61,884 will be provided out of the Parkland Dedication Fund and/or other sources. RECOMMENDATION Approve the prioritized listing of Park-related projects and direct staff to pursue application and funding for these projects under the Bexar County CDBG program for Program Year 2013. ATTACHMENT N/A Agenda No. 3 CITY COUNCIL MEMORANDUM City Council Meeting: February 5, 2013 Department: City Secretary Subject: Minutes BACKGROUND The City Council held a regular meeting on January 29, 2013. FISCAL IMPACT None RECOMMENDATION Staff recommends Council approve the minutes of the regular meeting on January 29, 2013. ATTACHMENT Minutes –regular meeting January 29, 2012 1-29-2013 Minutes MINUTES REGULAR MEETING January 29, 2013 A Regular Meeting was held by the Schertz City Council of the City of Schertz, Texas, on January 29, 2013, at 6:00 p.m., in the Hal Baldwin Municipal Complex Council Chambers, 1400 Schertz Parkway, Building #4, Schertz, Texas. The following members present to-wit: Mayor Michael R. Carpenter Mayor Pro-Tem George Antuna Councilmember Jim Fowler Councilmember David Scagliola Councilmember Cedric Edwards Staff Present: City Manager John C. Kessel Executive Director John Bierschwale Executive Director David Harris Executive Director Brian James City Attorney Samantha Dyal Chief of Staff Bob Cantu City Secretary Brenda Dennis Deputy City Secretary Cynthia Raleigh CALL TO ORDER: Mayor Carpenter called the Regular Meeting to order at 6:03 p.m. INVOCATION AND PLEDGES OF ALLEGIANCE TO THE FLAGS OF THE UNITED STATES AND THE STATE OF TEXAS. Councilmember Fowler gave the invocation followed by the Pledges of Allegiance to the Flags of the United States and the State of Texas. City Events and Announcements • Announcements of upcoming City Events (D. Harris/J. Bierschwale/B. James) Mayor Carpenter recognized Executive Director David Harris who announced the following upcoming events: • Saturday, February 2, 2013, the Guadalupe County Chapter of the Native Plant Society of Texas will be hosting The Lazy Gardener’s Landscape: Working with Nature workshop from 8:30 a.m. to 3:15 p.m. at the Schertz Civic Center. • Sunday, February 3, 2013, is the SUPER BOWL • Monday, February 4, 2013, Legislative Update in Austin. Meet at the City offices at 5:45 a.m. • Thursday, February 7, 2013, Trail Riders will be at Pickrell Park, lunch will be served at 11:00 a.m. Announcements and recognitions by City Manager (J. Kessel) 1-29-2013 Minutes Mayor Carpenter recognized City Manager John Kessel who provided several success stories involving the Police Department, where citizens have praised specific officers for their outstanding policing abilities. 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 minutes. 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. Discussion by the Council of any item not on the agenda shall be limited to statements of specific factual 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. Mayor Carpenter recognized the following people who spoke: • Mr. Steve White, 805 Main Street, provided an update on the progress of the Veterans Memorial Plaza. Mr. White thanked the Parks and Recreation Foundation for allowing the Veterans Memorial Plaza project to utilize their 501(c)3 status. Mr. White also thanked Publications Editor Chuck McCollough for providing pictures and information on the City’s website and on Facebook, encouraging citizens to contact the Veterans Memorial Plaza team. He added that ground had been broken and that so far they have raised $70K toward the project. Workshop Item • Coat of Arms for the City of Schertz – Presentation, discussion, and direction regarding a Coat of Arms for the City of Schertz. (Mayor Carpenter/B. James) Mayor Carpenter recognized Executive Director of Development Brian James who stated at the request of Council this item was placed on the agenda this evening to get the consensus of Council as how they would like to proceed with the process. Mr. James stated that during his research he contacted the city of Toronto, Canada, who recently went through the process of coming up with their City Coat of Arms. Mr. James indicated that they started out with a draft Coat of Arms, placed it on their website and sought input from citizens through a survey process. Mr. James suggested that the City of Schertz do the same. Mr. James also sought information on how the Coat of Arms would be utilized and came to the conclusion that the Coat of Arms could be utilized in a formal manner, as a thank you on invitations out of the Mayor’s office. Mr. James mentioned as part of the process, staff would update the style guide and procedures manual for utilization. 1-29-2013 Minutes Mayor Carpenter recognized Councilmember Fowler who stated that he would like to not only utilize images of the past, but also points toward the future of Schertz. It was the consensus of the Mayor and Councilmembers to move forward with the process as described by Mr. James. Presentation/Discussion and/or Action Items 1. Appointments/ Reappointments and Resignations to City Boards, Commissions and Committees – Consideration and/or action regarding appointments/reappointments and resignations to City Boards, Commissions, and Committees. (B. Cantu/B. Dennis/C. Raleigh) Mayor Carpenter recognized Deputy City Secretary Cindy Raleigh who introduced this item. Mayor Carpenter came down from the dais, and as a member of the interview committee provided the following recommendations by the Interview Committee: (Mayor Carpenter asked those being named to please stand to be recognized). Reappointments with a term expiration date of May 2014: Board of Adjustments: Richard Dziewit, Earl Hartzog, and David Reynolds Economic Development Corporation: Marvin Thomas, Matthew Duke, and Rosemary Scott Historical Preservation: Gail Hyatt, Dean Weirtz, Debbie Krause, Tom DeKunder, Merle Behne, and Lou Foehrkolb Library Board: Sonia Samora, Sandy Keiser, Neota Brady, Carol Cyr, Bobbie Boyce, and Patti Dilworth. Parks and Recreation: Robert Wallace, Patrick Russell, Sally Macias, Samantha Henness, and Aundra Davis Planning and Zoning: Ernest Evans, Ken Greenwald, and Bert Crawford Traffic Safety Advisory: Gary Preston The Committee agreed to recommend to Council the following actions regarding the appointment of individuals to various boards and/or commissions with a term expiration date of May 2014: Board of Adjustment: Move Reginna Agee from Alternate #2 to Alternate #1; appoint Mark Tew to Alternate #2. Economic Development Corporation: Grady Morris 1-29-2013 Minutes Historical Preservation: Stephanie Warshaw as a Regular Member; appoint Julian Bugarin as a Regular Member. Library Board : Move Shonale Burke from Alternate #1 to Regular Member; move Patti Dilworth from Alternate #2 to Alternate #1; appoint Joanna Ward to Alternate #2 Planning and Zoning: Move Michael Dahl from Alternate #2 to Regular Member. Traffic Safety Advisory: Move Mark Davis from Alternate #1 to Regular Member; Move Gary Preston from Alternate #2 to Regular Member; appoint Larry Franklin, Steven Crawford, and Phillip Rowland as Regular Members. Mayor Carpenter stated that should Council approve the above reappointments and appointments, the following positions will remain open and need to be filled as interests arise: Planning and Zoning: Two Alternate Positions Traffic Safety Advisory: One Regular, Two Alternate Positions Mayor and Councilmembers expressed their gratitude to the citizens for wanting to get involved, mentioning that they are their eyes and ears. Mayor Carpenter recognized Councilmember Scagliola moved, seconded by Councilmember Fowler to approve the Appointments/Reappointments and Resignations as presented. The vote was unanimous with Mayor Pro-Tem Antuna, Councilmembers Fowler, Scagliola, and Edwards voting yes and no one voting no. Motion carried. 2. Ordinance No. 13-F-03 - Consideration and/or action approving Ordinance No. 13-F-01 Granting Cibolo Waste Incorporated, d/b/a Bexar Waste Inc., a Franchise for Municipal Solid Waste Collection, Recycling, and Household Hazardous Waste Collection and Disposal Program; imposing provisions and conditions relating to the exercise of same; and providing for penalties not to exceed $200 for violation thereof; repealing all Ordinances or parts of Ordinances in conflict with this Ordinance. First Reading (J. Bierschwale/S. Willoughby) The following was read into record: ORDINANCE NO. 13-F-03 AN ORDINANCE GRANTING CIBOLO WASTE INCORPORATED, DBA BEXAR WASTE INC., A FRANCHISE FOR MUNICIPAL SOLID WASTE COLLECTION, RECYCLING, AND HOUSEHOLD HAZARDOUS WASTE COLLECTION AND DISPOSAL PROGRAM; IMPOSING PROVISIONS AND CONDITIONS RELATING TO THE EXERCISE OF SAME; AND PROVIDING FOR PENALTIES NOT TO EXCEED $200 FOR VIOLATION THEREOF; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE. 1-29-2013 Minutes Mayor Carpenter recognized Executive Director of Operations John Bierschwale who introduced this item stating that action requested of Council authorizes an extension to the Cibolo Waste Inc., d/b/a Bexar Waste - Franchise Agreement for six years, beginning March 6, 2013, ending December 31, 2019, with an option to renew for an additional six years. Fiscal impact of continued collection of franchise fees with scheduled rate increases. Staff recommends approval. Mayor Carpenter recognized Councilmember Fowler who moved, seconded by Councilmember Scagliola to approve Ordinance No. 13-F-03 on first reading. The vote was unanimous with Mayor Pro-Tem Antuna, Councilmembers Fowler, Scagliola, and Edwards voting yes and no one voting no. Motion carried. 3. Resolution No. 13-R-07 – Presentation and consideration and/or action approving a Resolution adopting an Amendment to the Articles of Incorporation and Bylaws of the Cibolo Valley Local Government Corporation to reflect the change in membership of the Cibolo Valley Local Government Corporation; executing an amendment to the Memorandum of Understanding with the Corporation to reflect the changes to the Corporation’s Membership; providing for severability; repealing conflicting resolutions; and establishing an effective date. (J. Bierschwale/S. Willoughby/A. Cockrell) The following was read into record: RESOLUTION NO. 13-R-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS ADOPTING AN AMENDMENT TO THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION TO REFLECT THE CHANGE IN MEMBERSHIP OF THE CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION; EXECUTING AN AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING WITH THE CORPORATION TO REFLECT THE CHANGES TO THE CORPORATION’S MEMBERSHIP; PROVIDING FOR SEVERABILITY; REPEALING CONFLICTING RESOLUTIONS; AND ESTABLISHING AN EFFECTIVE Mayor Carpenter recognized Executive Director of Operations John Bierschwale who introduced this item stating the cities of Selma and Seguin have requested withdrawal from CVLGC. The remaining members consist of the cities of Cibolo, Converse, and Schertz. The CVLGC board of directors has approved the withdrawal request. Action to accept request for withdrawal is required by all five original cities in order to amend the Articles of Incorporation, Bylaws, and Memorandum of Understanding to allow the reorganization. No fiscal impact. Staff recommends approval. Mayor Carpenter recognized Councilmember Scagliola who moved, seconded by Councilmember Fowler to approve Resolution No. 13-R-07. The vote was unanimous with Mayor Pro-Tem Antuna, Councilmembers Fowler, Scagliola, and Edwards voting yes and no one voting no. Motion carried. 1-29-2013 Minutes 4. Ordinance No. 13-M-04 – Consideration and/or action approving Ordinance No. 13-M-04 authorizing an amended and restated Certificate of Formation of the City of Schertz Economic Development Corporation; approving amended and restated Bylaws of such Corporation; appointing Directors to the Board of Directors of such Corporation; and other matters in connection therewith. First Reading (J. Kessel/D. Gwin) The following was read into record: ORDINANCE NO. 13-M-04 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMENDED AND RESTATED CERTIFICATE OF FORMATION OF THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION; APPROVING AMENDED AND RESTATED BYLAWS OF SUCH CORPORATION; APPOINTING DIRECTORS TO THE BOARD OF DIRECTORS OF SUCH CORPORATION; AND OTHER MATTERS IN CONNECTION THEREWITH Mayor Carpenter recognized Economic Development Director David Gwin who introduced this item stating that on January 24, 2013, the Board of Directors of the Schertz Economic Development Corporation (the “SEDC”) voted to amend the SEDC Bylaws and the SEDC Certificate of Formation. The changes are being made in order to change the end dates of the terms of the directors from November 30 to May 31 of the year in which the directors’ term expires. The City Council took action on January 8, 2013, to change the term end dates for other City Boards, Commissions, and Committees. The SEDC recommends that the City Council approve and authorize these changes. No fiscal impact. Staff recommends approval. Mayor Carpenter recognized Councilmember Scagliola who moved, seconded by Mayor Pro- Tem Antuna to approve Ordinance No. 13-M-04 on first reading. The vote was unanimous with Mayor Pro-Tem Antuna, Councilmembers Fowler, Scagliola, and Edwards voting yes and no one voting no. Motion carried. Consent Agenda Items The Consent Agenda is considered to be 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 by the Mayor or a Councilmember. 5. Minutes - Consideration and/or action regarding the approval of the minutes of the Regular Meeting of January 15, 2013. (J. Kessel/B. Dennis) 6. Ordinance No. 13-D-01 – Consideration and/or action approving an Ordinance amending Section 86 by revising Section 86-118 maximum limits in school zones in the City of Schertz; repealing all ordinances or parts of ordinances in conflict with this ordinance; and providing an effective date. Final Reading (J. Bierschwale/L. Busch) The following was read into record: 1-29-2013 Minutes ORDINANCE NO. 13-D-01 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS PROVIDING THAT THE CODE OF ORDINANCES OF THE CITY OF SCHERTZ, TEXAS BE AMENDED BY REVISING SECTION 86-118 MAXIMUM LIMITS IN SCHOOL ZONES IN THE CITY OF SCHERTZ; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE. 7. Ordinance No. 13-D-02 – Consideration and/or action approving an Ordinance amending Chapter 86, Article II of the City of Schertz, Texas, Code of Ordinances by adding sections 86- 57 through 86-62; adopting new regulations contained therein to prohibit operation of all motor vehicles and off-highway motor vehicles in the City’s drainage easements, drainage ditches, drainage right-of-ways, and other unimproved land in the city; declaring the violation thereof to be a criminal misdemeanor; providing for punishment upon conviction by a criminal fine not to exceed $200; authorizing the impoundment of vehicles in the event of repeat violations; authorizing the posting of warning signs; providing exceptions for public safety, and maintenance vehicles and certain usage by property owners; providing for an effective date of February 1, 2013; and other matters in connection therewith. Final Reading (J. Bierschwale / J. Hooks) The following was read into record: ORDINANCE 13-D-02 AMENDING CHAPTER 86, ARTICLE II OF THE CITY OF SCHERTZ, TEXAS, CODE OF ORDINANCES BY ADDING SECTIONS 86-57 THROUGH 86-62; ADOPTING NEW REGULATIONS CONTAINED THEREIN TO PROHIBIT OPERATION OF ALL MOTOR VEHICLES AND OFF-HIGHWAY MOTOR VEHICLES IN CITY DRAINAGE EASEMENTS, DRAINAGE DITCHES, DRAINAGE RIGHT-OF-WAYS, AND OTHER UNIMPROVED LAND IN THE CITY; DECLARING THE VIOLATION THEREOF TO BE A CRIMINAL MISDEMEANOR; PROVIDING FOR PUNISHMENT UPON CONVICTION BY A CRIMINAL FINE NOT TO EXCEED $200; AUTHORIZING THE IMPOUNDMENT OF VEHICLES IN THE EVENT OF REPEAT VIOLATIONS; AUTHORIZING THE POSTING OF WARNING SIGNS; PROVIDING EXCEPTIONS FOR PUBLIC SAFETY AND MAINTENANCE VEHICLES AND CERTAIN USAGE BY PROPERTY OWNERS; PROVIDING FOR AN EFFECTIVE DATE OF FEBRUARY 1, 2013; AND OTHER MATTERS IN CONNECTION THEREWITH. 8. Resolution No. 13-R-05 – Consideration and/or action approving a Resolution authorizing the EMS Billing Debt Revenue Adjustments for inactive outstanding accounts receivables after 180 days of non payment and other matters in connection therewith. (J. Bierschwale/D. Wait) The following was read into record: 1-29-2013 Minutes RESOLUTION NO. 13-R-05 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING EMS DEBT REVENUE ADJUSTMENTS FOR INACTIVE OUTSTANDING ACCOUNTS RECEIVABLES AFTER 180 DAYS OF NON PAYMENT AND OTHER MATTERS IN CONNECTION THEREWITH IN THE AMOUNT OF $445,090.43. 9. Resolution No. 13-R-06 – Consideration and/or action approving a Resolution authorizing the Utility Billing Debt Revenue Adjustments for inactive outstanding accounts receivables after 180 days of non payment and other matters in connection therewith. (J. Bierschwale/C. Spence) The following was read into record: RESOLUTION NO. 13-R-06 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING UTILITY BILLING DEBT REVENUE ADJUSTMENTS FOR INACTIVE OUTSTANDING ACCOUNTS RECEIVABLES AFTER 180 DAYS OF NON PAYMENT AND OTHER MATTERS IN CONNECTION THEREWITH IN THE AMOUNT OF $10,436.50. Mayor Carpenter recognized Councilmember Fowler who moved, seconded by Councilmember Scagliola to approve Consent Agenda items 5, 6, 7, 8, and 9. The vote was unanimous with Mayor Pro-Tem Antuna, Councilmembers Fowler, Scagliola, and Edwards voting yes and no one voting no. Motion carried. Roll Call Vote Confirmation Mayor Carpenter recognized City Secretary Brenda Dennis who recapped the votes for agenda items 1, 2, 3, 4, 5, 6, 7, 8, and 9. Executive Session Council did not meet in Executive Session. Reconvene into Regular Session 10. Take any action deemed necessary as a result of the Executive Session. No action taken as Council did not meet. Requests and Announcements 11. Announcements by City Manager 1-29-2013 Minutes • Citizen Kudos • Recognition of City employee actions • New Departmental initiatives Mayor Carpenter recognized City Manager John Kessel who stated that the Leadership Team has been in retreat. Last Wednesday we spent most of the day discussing the budget process and prioritizing different projects on a staff level. We will be meeting again January 30, 2013, to continue the discussions. Including in our discussion will be our continued commitment to explore citizens input early in the budget process. We need a short retreat with Council to go over the same type of items and get consensus of items on how to proceed. In speaking to the Mayor, we suggest instead of a full day, to break this out into two (2) half days in February. Staff will be seeking Council’s input of availability. 12. Requests by Mayor and Councilmembers that items be placed on a future City Council agenda. No items requested. 13. Requests by Mayor and Councilmembers to City Manager and Staff for information. No information requested. 14. Announcements by Mayor and Councilmembers • City and community events attended and to be attended • City Council Committee and Liaison Assignments • Continuing education events attended and to be attended • Recognition of actions by City employees • Recognition of actions by community volunteers • Upcoming City Council agenda items Mayor Carpenter recognized Mayor Pro-Tem Antuna who stated he attended the first Metropolitan Planning Organization (MPO) meeting. Mayor Carpenter recognized Councilmember Fowler who stated he will be attending the upcoming Texas Municipal League Elected Officials Conference in Austin, February 1st through the 4th. Mayor Carpenter recognized Councilmember Scagliola who stated he attended the following events: • Thursday, January 17, 2013, Chamber Mixer hosted by Encanto Mexican Grill • Tuesday, January 22, 2013, Ribbon Cutting: Children’s Lighthouse Learning Center • Saturday, January 26, 2013, attended the Miss Cibolo Scholarship Pageant at Bryon P. Steele High School. 1-29-2013 Minutes Mayor Carpenter stated that representatives from the Metrocom will be traveling to Austin on Monday, February 25, 2013, to voice opinions regarding proposed Texas Legislature that may have a direct impact on the community. For example, one of the items proposed by Representative Joe Farias is to add a $.05 tax to every soda purchased to help fund addressing issues with nutrition of our children. If anyone has any thoughts about proposed legislation, please let City Council know. Adjournment As there was no further business, the meeting was adjourned at 6:45 p.m. ___________________________________ Mayor, Michael R. Carpenter ATTEST: ___________________________________________ City Secretary, Brenda Dennis 50429903.2 Agenda No. 4 CITY COUNCIL MEMORANDUM City Council Meeting: February 5, 2013 Department: Economic Development Subject: Ordinance No. 13-M-04 - SEDC— Amendments to Organizational Documents—Final Reading BACKGROUND On January 24, 2013, the Board of Directors of the Schertz Economic Development Corporation (the “SEDC”) voted to amend the SEDC Bylaws and the SEDC Certificate of Formation. The changes are being made in order to change the end dates of the terms of the directors from November 30 to May 31 of the year in which the directors’ term expires. The City Council took action on January 8, 2013 to change the term end dates for other City Boards, Commissions, and Committees. The SEDC recommends that the City Council approve and authorize these changes. CITY COUNCIL APPROVED THIS ON FIRST READING AT THEIR MEETING OF JANUARY 29, 2013. FISCAL IMPACT None RECOMMENDATION Approval of Ordinance No. 13-M-04 on final reading ATTACHMENT Ordinance No. 13-M-04, with Amended and Restated Certificate of Formation and Amended and Restated Bylaws attached 50429378.2 ORDINANCE NO. 13-M-04 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMENDED AND RESTATED CERTIFICATE OF FORMATION OF THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION; APPROVING AMENDED AND RESTATED BYLAWS OF SUCH CORPORATION; APPOINTING DIRECTORS TO THE BOARD OF DIRECTORS OF SUCH CORPORATION; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the “Council”) of the City of Schertz, Texas (the “City”) has previously authorized the creation of the City of Schertz Economic Development Corporation (the “Corporation”) in accordance with the Development Corporation Act, as amended, Title 12, Subtitle C1, Texas Local Government Code (the “Act”); and WHEREAS, the Board of Directors of the Corporation has, by Resolution dated January 24, 2013, approved amendments to the existing Certificate of Formation and the Bylaws of the Corporation and has recommended those amendments to the Council; and WHEREAS, the Council has reviewed and approved the proposed amendments to the existing Certificate of Formation and the existing Bylaws of the Corporation and has determined to authorize and approve such amendments; and WHEREAS, the Council desires to approve the members of the Board of Directors of the Corporation; and WHEREAS, the Council hereby finds and determines that the adoption of this Ordinance is in the best interests of the citizens of the City; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The Council hereby approves an Amended and Restated Certificate of Formation (the “Articles of Amendment”) for the Corporation (a copy of which is attached in substantially final form to this Ordinance as Exhibit A). The Council hereby authorizes the City Secretary to execute the Articles of Amendment and to cooperate with the Corporation in filing such Articles of Amendment with the Texas Secretary of State, with any such changes therein which do not alter the substance thereof (as determined by the City Attorney) as may be required by the Secretary of State for filing. Section 2. The Council hereby appoints the following persons for terms expiring on May 31 of the following years, as the directors of the Corporation, as set forth in the Articles of Amendment: 50429378.2 2 Name Term to Expire Angelina I. T. Kiser 5/31/2013 Tim Brown 5/31/2013 Roy Richard, Jr. 5/31/2013 Grady Morris 5/31/14 Marvin Thomas 5/31/14 Matthew Duke 5/31/14 Rosemary Scott 5/31/14 Section 3. The Council hereby approves the amended Bylaws for the Corporation in the form attached hereto as Exhibit B. 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 Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body. Section 5. 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 resolved herein. Section 6. This Ordinance 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 Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Council hereby declares that this Ordinance would have been enacted without such invalid provision. Section 8. 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 9. This Ordinance shall be in force and effect from and after its final passage, and it is so ordered. 50429378.2 3 [The remainder of this page intentionally left blank] 50429378.2 S-1 PASSED ON FIRST READING on the 29th day of January, 2013. PASSED AND ADOPTED on second and final reading on the 5th day of February, 2013. CITY OF SCHERTZ , TEXAS By: Mayor, Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (SEAL OF THE CITY) 50429378.2 A-1 EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF FORMATION (see Attached) 50429378.2 B-1 EXHIBIT B AMENDED AND RESTATED BYLAWS (see Attached) 50429377.1 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION 1. The City Council of the City of Schertz, Texas, the governing body of the city under whose auspices the City of Schertz Economic Development Corporation was created, pursuant to the Texas Non-Profit Corporation Act, as amended, and the Development Corporation Act, as amended, hereby adopts an amended and restated certificate of formation which accurately copies the original articles of incorporation and all amendments thereto that are in effect to date and as further amended by such amended and restated certificate of formation as hereinafter set forth and which contains no other change in any provision thereof. 2. Each such amendment made by this amended and restated certificate of formation has been effected in conformity with the provisions of the Texas Non-Profit Corporation Act, as amended, and the Development Corporation Act, as amended, specifically Title 12, subtitle C1, Texas Local Government Code, and such amended and restated certificate of formation and each such amendment made by this amended and restated certificate of formation were duly approved by the City Council of the City of Schertz, Texas on February 5, 2013 in accordance with Section 501.310 of the Development Corporation Act, as amended. 3. The original articles of incorporation and all amendments and supplements thereto are hereby amended and superseded by the following amended and restated certificate of formation, which accurately copies the entire text thereof in effect and as amended to date and as herein amended, and this instrument contains no other change in any provision thereof: (remainder of page intentionally left blank) 50429377.1 2 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION Article One Name The name of the Corporation is the “City of Schertz Economic Development Corporation”. Article Two Authorization The Corporation is a nonprofit corporation and is an industrial development corporation under the Development Corporation Act, as amended, Title 12, Subtitle C1, Texas Local Government Code (the “Act”) and shall be governed by Chapter 501, Chapter 502, and Chapter 505 of the Act, as now existing or as may be amended and an election held in the City on August 9, 1997. Article Three Duration Subject to the provisions of Article Thirteen hereof, the period of duration of the Corporation is perpetual. Article Four Purpose And Limitations (a) The Corporation is organized exclusively for the purposes of benefiting and accomplishing public purposes of, and to act on behalf of, the City, and the specific purposes for which the Corporation is organized. It may issue bonds, notes, and other forms of debt instruments, and it may acquire, maintain, lease, and sell property, and interests therein, on behalf of the City as authorized by Chapter 501, Chapter 502, and Chapter 505 of the Act to promote economic development within the City and the State of Texas in order to eliminate unemployment and under employment and to promote and encourage employment and the public welfare of, for, and on behalf of the City. The Corporation may finance and undertake any such project, subject to the regulations and limitations set forth in Chapter 501, Chapter 502, and Chapter 505 of the Act and an election held in the City on August 9, 1997. The Corporation is authorized to issue bonds as permitted by the Act, provided, however, no bonds may be issued by the Corporation and no project may be financed with bond proceeds or other revenues of the Corporation unless such bonds or projects are first approved by the Council. The Corporation is a constituted authority and a public instrumentality within the meaning of the Act, the regulations of the United States Treasury Department, and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to sections 103 and 141 of the Internal Revenue 50429377.1 3 Code of 1986, as amended, and the Corporation is authorized to act on behalf of the City as provided in the Act and this Certificate of Formation. (b) In the fulfillment of its corporate purpose, the Corporation shall have and may exercise the powers described in paragraph (a) of this Article, together with all of the other powers granted to corporations that are incorporated under the Act and that are governed by Chapter 501, Chapter 502, and Chapter 505 thereof, and, to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under the Non-Profit Corporation Act (Texas Business Organizations Code, as amended). (c) The Corporation shall have the purposes and powers permitted by the Act pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the City, including the power to tax (except for the power to receive and use the sales and use taxes specified in Chapter 501, Chapter 502, and Chapter 505 of the Act) and the police power, except that the Corporation shall have and may exercise the power of eminent domain when the exercise thereof is approved by the Council and to the extent allowed by the City Charter. However, for the purposes of the Texas Tort Claims Act, as amended (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit, and its actions are governmental functions. (d) No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt instruments or other obligations or the lending of credit, or a grant of the public money or things of value, of, belonging to, or by the State of Texas, the City, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes, and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Chapter 501, Chapter 502, and Chapter 505 of the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. Article Five Financing (a) Before the consummation of the initial delivery of any bonds, notes, or other forms of debt instruments, the Corporation shall obtain approval by the Council. (b) In the exercise of the powers of the Corporation, the Corporation may enter into loan, lease, trust, or other agreements as authorized by the Act that are necessary and appropriate to the fulfillment of the public purpose of the Corporation, all of which agreements, and the specific uses, and the methods of withdrawal and expenditure of the proceeds of the bonds, notes, or other debt instruments, must be included as a part of the approval process of the Council required by paragraph (a) above. 50429377.1 4 (c) In the exercise of the powers of the Corporation, the Corporation may not enter into any loan, lease, trust, or other agreement the effect of which would grant, convey, transfer, mortgage, encumber, pledge or assign a security interest or any other interest in any property owned by the City. Any agreement entered into by the Corporation shall contain language substantially to the effect that any grant, conveyance, transfer, mortgage, encumbrance, pledge or assignment of property owned by the City is prohibited. Article Six No Members The Corporation has no members and is a nonstock corporation. Article Seven Sales Tax Upon receipt from the City of the proceeds of the sales and use tax imposed under Chapter 501, Chapter 502, and Chapter 505 of the Act, the Corporation may use the proceeds as permitted by the Act as now existing or as may be amended and this Certificate of Formation. Article Eight Amendment This Certificate of Formation may be amended at any time as provided in the Act, to make any changes and add any provisions which might have been included in this Certificate of Formation in the first instance or as may be permitted by subsequent changes in the law. Any amendment may be accomplished in either of the following manners: (1) The members of the Board of Directors of the Corporation shall file with the Council a written application requesting approval of the amendments to this Certificate of Formation, specifying in such application the amendments proposed to be made. The Council shall consider such application and, if it shall, by ordinance, duly find and determine that it is advisable that the proposed amendments be made it shall approve the form of the proposed amendments. The Board of Directors of the Corporation may then amend this Certificate of Formation by adopting such amendment at a meeting of the Board of Directors and delivering such amendments to the Secretary of State; or (2) The Council may, at its sole discretion, and at any time, amend this Certificate of Formation and alter or change the structure, organization, programs, or activities of the Corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act, and subject to any limitation provided by applicable constitutions and laws of the impairment of contracts entered into by the Corporation) by ordinance adopting the amendment to this Certificate of Formation or certificate of dissolution at a meeting of the Council, and delivering a certificate of amendment or dissolution to the Secretary of State, as provided in the Act. A restated Certificate of Formation may be filed with the Secretary of State as provided in the Act without the consent of the Council. 50429377.1 5 Article Nine Registered Office and Registered Agent The street address of the registered office of the Corporation is 1400 Schertz Parkway, Schertz, Texas 78154, and the name of its registered agent at that address is John C. Kessel. Article Ten Board of Directors; Officers (a) The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the Council. The terms of the board of directors named in this Amended and Restated Certificate of Formation shall be as follows: Three (3) of the directors shall be appointed to terms expiring May 31, 2013, and four (4) of the directors shall be appointed to terms expiring May 31, 2014. Thereafter, the terms of directors shall be two (2) years, expiring on May 31 of odd numbered and even numbered years, respectively. Directors may be appointed to succeed themselves. Each director must be a resident and qualified elector of the City. No employee or officer of the City or member of the Council may be a director. A majority of the entire membership of the board, including any vacancies, is a quorum. The board shall conduct all meetings within the boundaries of the City. (b) The names and street addresses of the persons who are to serve as the directors as of the effective date of this Amended and Restated Certificate of Formation and the dates of expiration of their terms as directors, are as follows: Names Addresses Expiration of Term Angelina I. T. Kiser 1400 Schertz Parkway Schertz, TX 78154 5/31/2013 Tim Brown 1400 Schertz Parkway Schertz, TX 78154 5/31/2013 Roy Richard, Jr. 1400 Schertz Parkway Schertz, TX 78154 5/31/2013 Grady Morris 1400 Schertz Parkway Schertz, TX 78154 5/31/2014 Marvin Thomas 1400 Schertz Parkway Schertz, TX 78154 5/31/2014 Matthew Duke 1400 Schertz Parkway Schertz, TX 78154 5/31/2014 Rosemary Scott 1400 Schertz Parkway Schertz, TX 78154 5/31/2014 Each director shall serve until a successor is appointed . Directors are removable by the Council at any time with or without cause. Any vacancy occurring on the board of directors (by 50429377.1 6 reason of death, resignation, or otherwise) shall be filled by appointment by the Council of a person who shall hold office until the expiration of the term. (c) The directors shall serve without compensation, but they shall be reimbursed for their actual expenses incurred in the performance of their duties as directors. (d) The board of directors shall elect a president, vice president, secretary, and any other officers that the Corporation considers necessary, to serve as executive officers of the Corporation, as more specifically provided in the Corporation’s Bylaws. The term of each officer’s office shall expire on May 31st of each year. The City Manager, or his designee, shall serve as the Executive Director of the Corporation to provide administrative support services for the Corporation, but the Executive Director shall not be a member of the board of directors. (e) Meetings of the board of directors are subject to the Texas Open Meetings Act, as amended (Texas Government Code, Chapter 551), and the Corporation is subject to the Texas Public Information Act, as amended (Texas Government Code, Chapter 552). Article Eleven Bylaws The Bylaws of the Corporation have been approved by the Council and shall be adopted by the Corporation’s board of directors and shall, together with this Certificate of Formation, govern the initial affairs of the Corporation until and unless amended in accordance with the provisions of the Act and this Certificate of Formation. Article Twelve Council Approval The City has specifically authorized the Corporation by Ordinance dated September 4, 2007 to act on its behalf to further the public purposes stated in such Ordinance and this Certificate of Formation, and the City has by such Ordinance approved the Corporation’s original Articles of Incorporation, as amended, and this Certificate of Formation. A copy of the Ordinance is on file among the permanent public records of the City and the Corporation. Article Thirteen Dissolution (a) The Corporation shall not be dissolved, and its business shall not be terminated, by act of the Council or otherwise, so long as the Corporation is obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by Chapter 501, Chapter 502 and Chapter 505 of the Act is eligible for termination in accordance with the provisions of Chapter 505 of the Act. (b) No action shall be taken pursuant to paragraph (a) of this Article or pursuant to paragraph (b) of Article Fifteen of this Certificate of Formation, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. 50429377.1 7 Article Fourteen Not a Private Foundation If the Corporation is ever determined to be a private foundation within the meaning of section 509(a) of the Internal Revenue Code of 1986, as amended (the ”Code”), the Corporation: (1) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Code; (2) shall not engage in any act of self-dealing as defined in section 4941(d) of the Code. (3) shall not retain any excess business holdings as defined in section 4943(c) of the Code; (4) shall not make any investments in such manner as to subject it to tax under section 4944 of the Code; and (5) shall not make any taxable expenditures as defined in section 4945(d) of the Code. Article Fifteen Miscellaneous (a) No dividends shall ever be paid by the Corporation, and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to be benefit of its directors or officers, or any individual, private firm, or private corporation or association, except in reasonable amounts for services rendered. (b) If, after the close of any fiscal year, the board of directors determines that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all of the terms, provisions, and covenants therein have been met, then any net earnings derived from sources other than the sales and use taxes collected for the account of Corporation pursuant to Chapter 501, Chapter 502, and Chapter 505 of the Act thereafter accruing in connection with projects financed pursuant to Chapter 501, Chapter 502, and Chapter 505 of the Act, and lease payments received in connection with projects financed pursuant to Chapter 501, Chapter 502, and Chapter 505 of the Act shall be used solely for the purposes permitted by Chapter 501, Chapter 502, and Chapter 505 of the Act and Article 4(a) of this Certificate of Formation. (c) If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City after satisfaction of debts and claims. 50429377.1 8 (d) No part of the Corporation’s activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign for or in opposition to any candidate for public office. (remainder of page intentionally left blank) 50429377.1 9 Dated this 5th day of February, 2013. CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION By: President By: Secretary CITY OF SCHERTZ, TEXAS By: City Secretary 50429377.1 ACKNOWLEDGEMENT THE STATE OF TEXAS § § COUNTY OF GUADALUPE § On this the ____ day of ______________, 2013, before me, the undersigned Notary Public, personally appeared __________________________, who acknowledged to me that he/she is the President of the City of Schertz Economic Development Corporation, and that he/she, as such official, being duly authorized to do so, executed the foregoing Amended and Restated Certificate of Formation of the City of Schertz Economic Development Corporation by signing his name in such capacity. IN WITNESS WHEREOF, I have hereon to set my hand and official seal. Notary Public of the State of Texas (Notary Seal) 50429377.1 ACKNOWLEDGEMENT THE STATE OF TEXAS § § COUNTY OF GUADALUPE § On this the ____ day of ____________, 2013, before me, the undersigned Notary Public, personally appeared _______________________________, who acknowledged to me that he/she is the Secretary/Treasurer of the City of Schertz Economic Development Corporation, and that he/she, as such official, being duly authorized to do so, executed the foregoing Amended and Restated Certificate of Formation of the City of Schertz Economic Development Corporation by signing his name in such capacity. IN WITNESS WHEREOF, I have hereon to set my hand and official seal. Notary Public of the State of Texas (Notary Seal) 50429377.1 12 ACKNOWLEDGEMENT THE STATE OF TEXAS § § COUNTY OF GUADALUPE § On this the ______ day of _________________, 2013, before me, the undersigned Notary Public, personally appeared Brenda Dennis, who acknowledged to me that she is the City Secretary of the City of Schertz, Texas, and that she, as such official, being duly authorized to do so, executed the foregoing Amended and Restated Certificate of Formation of the City of Schertz, Texas by signing her name in such capacity. IN WITNESS WHEREOF, I have hereon to set my hand and official seal. Notary Public of the State of Texas (Notary Seal) 50429380.1 - 1 - AMENDED AND RESTATED BYLAWS OF CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1. Purpose. The Corporation is incorporated for the purposes set forth in Article Four of its Certificate of Formation, as amended (the “Certificate of Formation”), the same to be accomplished on behalf of the City of Schertz, Texas (the “City”) as its duly constituted authority and instrumentality in accordance with the Development Corporation Act, as amended (Title 12, Subtitle C1, Texas Local Government Code) (the “Act”), and other applicable laws. Section 1.2. Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by Chapter 501, Chapter 502, and Chapter 505 of the Act and an election held in the City on August 9, 1997 (the “Election”), and shall have all the powers set forth and conferred in its Certificate of Formation, in the 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. Powers, Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the “Board”) under the guidance and direction of the City Council of the City (the “Council”) and, subject to the restrictions imposed by law, by the Certificate of Formation and by these Amended and Restated Bylaws (these “Bylaws”), the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the Council. (c) The directors constituting the Board shall be those directors named in the Certificate of Formation, as amended and restated on February 5, 2013. Successor directors shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Certificate of Formation. (d) Any director may be removed from office by the Council at will. Section 2.2. Meetings of Directors. (a) 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 the principal office of the Corporation as specified in Section 5.1 of these Bylaws. Regular meetings of the Board shall be held without the necessity of notice to directors at such times and places as shall be designated from time to time by the Board. Special meetings of the Board shall be held 50429380.1 - 2 - whenever called by the president, by a majority of the directors, by the Mayor of the City, or by a majority of the Council. (b) The secretary shall give notice to each director of each special meeting in person or my mail, telephone or telegraph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a special meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. (c) Whenever any notice is required to be given to the Board, such notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except attendance of a director at a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice to directors or waiver of notice of such meeting, unless required by the Board. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 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, as amended (Chapter 551, Texas Government Code) (the “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 Board of 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 rules of procedure as from time to time prescribed by the Board. (b) The president shall preside at all meetings of the Board. 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 treasurer and any assistant secretary may, at the option of the 50429380.1 - 3 - Board, be employees of the City and each member of the Board with the exception of the president, vice president, or secretary, may be appointed as assistant secretaries; provided, however, that to the extent the treasurer or any assistant secretary is an employee of the City such person shall not be a member of the Board. Section 2.6. Committees of the Board. The Board may designate two (2) or more directors or other persons to constitute a committee (including an advisory committee) of the Board to exercise such authority, as approved by resolution of the Board; provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation and any such meetings must be conducted in accordance with the provisions of the Open Meetings Act, if applicable. Section 2.7. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall 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. (a) The officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer, and such other officers as the Board may from time to time elect to fill a vacancy or as appointed by the Council. One person may hold more than one office, except that the president shall not hold the office of secretary. Initial officers shall serve for the terms disclosed in the Certificate of Formation. Thereafter, terms of office shall be for two (2) years with the term of office expiring on May 31 of each year. Upon the expiration of the terms, each officer shall have the right to be reappointed or reelected. (b) All officers shall be subject to removal from office at any time by a vote of a majority of the Council. (c) A vacancy in the office of any director shall be filled by a vote of a majority of the Council. The remaining directors may recommend to the Council a person to be named to fill any such vacancy. Section 3.2. Powers and Duties of the President. The president shall be the chief operating executive officer of the Corporation, and, subject to the authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments in the name of the Corporation. The president shall preside over the meetings of the Corporation. Section 3.3. Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that 50429380.1 - 4 - officer’s absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.4. Treasurer. The treasurer shall be the chief fiscal officer of the Corporation, and shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes, and other obligations in or drawn upon such bank, banks, or depositories as shall be designated by the Board consistent with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all money received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his/her duties in such form, and amount as the Board or the Council may require. All check writing authority will follow all applicable City policies concerning authorizations, signatures and disbursements. Section 3.5. Secretary. The 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, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, 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 at all reasonable times be open to public inspection upon application at the principal office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.6. Executive Director. The City Manager, or his designee, will serve as the Executive Director of the Corporation to provide administrative support services for the Corporation and shall perform duties as prescribed by the Board and Council. The Executive Director shall not be a member of the Board. Section 3.7. General. The president, vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretary may, at the option of the Board, be employees of the City. To the extent that the treasurer or any assistant secretary are employees of the City they shall not be members of the Board. The Executive Director shall retain legal counsel and financial advisors for the Corporation, subject to the approval of the majority of the Board. Section 3.8. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for the actual expenses incurred in the performance of their official duties as officers. 50429380.1 - 5 - ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1. City of Schertz Economic Development Corporation Plan. (a) It shall be the duty and obligation of the Board to finance and implement the City of Schertz Economic Development Corporation Plan subject to approval or disapproval by Council. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the Act, including, but not limited to Chapter 501, Chapter 502, and Chapter 505 of the Act. (c) The Board shall at least annually submit reports to the Council as to the status of its activities in carrying out its obligations under this Section. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, and approved, and delivered in accordance with applicable law. 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 from sources set out in Section 4.5 of this Article and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the Council. The budget shall not be effective until the same has been approved by the Council. Section 4.3. Books, Records, Audits. (a) The Corporation shall keep and properly maintain in accordance with generally accepting accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) At the direction of the Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. (c) The Corporation, or the City if the option of subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be studied at least once each fiscal year by an outside, independent auditing and accounting firm selected by Council and approved by the Board. 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. 50429380.1 - 6 - (b) Subject to the requirements of contracts, loan agreements, indentures, or other agreements securing Obligations, all other money 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 Board, with Council approval, shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasurer and such other persons as the Board designates. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the City Manager of the City, or his designee. Section 4.5. Expenditure of Corporate Money. The sales and use taxes collected pursuant to Chapter 501, Chapter 502, and Chapter 505 of the Act and the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, revenues generated by any Projects as defined in Chapter 501, Chapter 502, and Chapter 505 of the Act and payable to the Corporation or any other source of revenues that are payable to the Corporation, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, the Certificate of Formation, the City’s Home Rule Charter, and the Election, subject to the following limitations: Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of money derived from sources other than the proceeds of Obligations may be used for the purpose of financing or otherwise providing one or more Projects, as defined in Chapter 501, Chapter 502, and Chapter 505 of the Act and in accordance with the Election; All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 4.2 or in contracts meeting the requirements of Section 4.1(d) of this Article. Section 4.6. Issuance of Obligations. No Obligations, including refunding obligations, shall be authorized or sold and delivered by the Corporation unless the Council approves such Obligations by action taken prior to the date of initial delivery of the Obligations to the initial purchasers thereof. 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 continually 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. 50429380.1 - 7 - Section 5.3. Seal. The seal, if any, 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 shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the president or secretary. The acceptance of resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5.5. Approval or Advice and Consent of the Council. To the extent that these Bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance, or motion duly adopted by the Council. Section 5.6. Services of City Staff and Officers. To the extent possible, 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. 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, as amended (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 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 sanctions and activities of the Corporation. The legal counsel for the Corporation is authorized to provide a defense for members of the Board, officers, and employees of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1. Effective Date. These Bylaws shall become effective upon the approval of these Bylaws by the Council. Section 6.2. Amendments to Certificate of Formation and Bylaws. The Certificate of Formation of the Corporation and these Bylaws may be amended only in the manner provided in the Certificate of Formation and the Act. * * * Adopted: February 5, 2013 50077367.2 Agenda No. 5 CITY COUNCIL MEMORANDUM City Council Meeting: February 5, 2012 Department: Public Affairs Subject: Resolution No. 13-R-08 - Graphic Design Services Contract BACKGROUND Design services for Schertz Magazine established in 2008. Since that time, Alexis Sousa (i.e. Sousamaphone Marketing, LLC) has served as the magazine designer and enabling for a quality product, but also numerous state, national, and international awards. Services include magazine and advertisement layout, design, editing, and a final product which is sent to the printer for printing. If approved, this agreement will provide for a five-year agreement with her firm beginning March 1, 2013 and ending February 28, 2018 at the present monthly fee. The agreement allows for a 45-day opt-out clause by either party. Goal Continuity of ad design and layout structure for Schertz Magazine. Community Benefit Unique product to keep our residents informed about community events and civic news. Summary of Recommended Action Recommend approval of a five year agreement with Sousamaphone Marketing, LLC for magazine design services. FISCAL IMPACT $100,234.32 (101-172-541355) Magazine only, annually, this is a budgeted item in the General Fund’s Schertz Tales Department budget. RECOMMENDATION Staff recommends approval ATTACHMENT(S) 50077367.2 Resolution No. 13-R-08 Contract (pdf) RESOLUTION NO. 13-R-08 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN ADVERTISING AND GRAPHIC DESIGN SERVICES AGREEMENT WITH SOUZAMAPHONE MARKETING, LLC, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the “City”) has determined that the City requires an advertising and graphic design services agreement relating to the graphic design of the Schertz Magazine; and WHEREAS, City staff has determined that Souzamaphone Marketing, LLC is uniquely qualified to provide such services for the City; and WHEREAS, pursuant to Section 252.022(a)(16) of the Texas Local Government Code, the City is not required to seek bids or proposals with respect to a procurement for advertising (other than legal notices); and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Souzamaphone Marketing, LLC pursuant to the Contract Between City of Schertz, Texas and Souzamaphone Marketing, LLC attached hereto as Exhibit A (the “Agreement”). 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 Agreement with Souzamaphone Marketing, LLC 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. 50597838.1 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, 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 5th day of February, 2013. CITY OF SCHERTZ, TEXAS Mayor, Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (CITY SEAL) 50597838.1 A-1 EXHIBIT A CONTRACT BETWEEN CITY OF SCHERTZ, TEXAS AND SOUZAMAPHONE MARKETING, LLC _____________________________________ ______________________________________ Alexis Souza, Managing Member John Kessel, City Manager Souzamaphone Marketing, LLC City of Schertz Date: _________________________________ Date: _________________________________ Contract BETWEEN City of Schertz, Texas and Souzamaphone Marketing, LLC Schertz Magazine Design & Art Direction 02/01/13 This Contract Between City of Schertz, Texas and Souzamaphone Marketing, LLC (the “Agreement”) is entered into between the City of Schertz, Texas (“City”) and Souzamaphone Marketing, LLC (“Souzamaphone”) to be effective as of the date on which the last Party signs this Agreement (the “Effective Date”). The City and Souzamaphone are collectively referred to herein as the “Parties” and are each a “Party”. SCHERTZ MAGAZINE SERVICES This Agreement is for the following services: • Monthly publication of a fifty-two (52) page, full color mag- azine (“Schertz Magazine”). • Souzamaphone shall be responsible for each monthly publication of the Schertz Magazine, creation of a cus- tom cover, layout of the Schertz Magazine, Advertising Design, proofing, and any interface with the printer of Schertz Magazine. • “Advertising Design” shall include the layout of adver- tisements provided by the City. Advertisements are to be provided to Souzamaphone for design a minimum of five (5) business days before final proof deadline. Souzama- phone Marketing, LLC is not responsible for any sales or interface with advertisers. • Total monthly cost for the Schertz Magazine shall be $8,352.86. Any additional pages requested by the City in excess of the fifty-two (52) page limit shall be invoiced to the City at the rate of $150.00 per page. All fees and expenses under this Agreement shall be paid from currently budgeted revenue. • Schedule. The City shall set the deadline for monthly sub- mission of Schertz Magazine to the printer (the “Press Deadline”). The City shall provide all materials neces- sary for preparation by Souzamaphone of the final layout of each monthly issue of Schertz Magazine (the “Final Proof”) a minimum of ten (10) business days before the Press Deadline. Souzamaphone shall provide the Final Proof to the City for its approval a minimum of three (3) business days before the Press Deadline. Any revisions, changes, or modifications to the Final Proof by the City must be submitted to Souzamaphone a minimum of twen- ty-four (24) hours before the Press Deadline (“Final Proof Approval”). Souzamaphone is not responsible for delivery deadlines missed due to changes made by the City less than twenty-four (24) hours before the Press Deadline, or delays caused by the printer after submission to the printer by the Press Deadline. • Souzamaphone is not responsible for omissions or errors discovered after the Final Proof Approval. Correction of any omissions or errors after the Final Proof Approval re- sulting in Schertz Magazine being pulled off the press will be invoiced to the City at $95.00 per hour. OTHER SERVICES • Any graphic design/art direction/consultation/marketing services requested beyond the parameters of this contract and unrelated to Schertz Magazine will require a separate and a written quote, approved by the City for requested services. Graphic design services will be billed at $120.00 per hour. Consultation/ marketing services will be billed at $45.00 per hour. • All files/originals are the property of the City and will be provided by hard-drive/ftp upon request and after receipt of payment for the corresponding files. The City retains ownership of all art unless otherwise agreed by City in writing. Hard drives for storage of all digital property will be provided by the City. MISCELLANEOUS PROVISIONS Non-Compete. Souzamaphone agrees to not publish and/or work with any other competing publication in the Schertz area, with the exception of (i) Live Oak Magazine, and (ii) Universal City Gateway Magazine. No other publication design or production offers within a thirty-five (35) mile radius of the Hal Baldwin Municipal Complex, located at 1400 Schertz Parkway, Schertz, Texas will be considered, thus maintaining integrity of original artwork offered solely to the City. Termination. The Parties reserve the right to terminate this Agreement, for any reason, by providing forty-five (45) days written notice to the other Party of its intent to terminate the Agreement. This Agreement may be amended only by written agreement duly approved and executed by both Parties. Term. This Agreement shall be effective from March 1, 2013 through February 28, 2018 with twelve (12) issues per year for five (5) years. Severability. If any provision of this Agreement shall be deemed void or invalid, such provision shall be severed from the remainder of this Agreement, which shall remain in force and effect to the extent that it does not destroy the benefit of the bargain. Governing Law; Venue. All Parties agree that this Agreement shall be construed under the laws of the State of Texas, and obligations under the Agreement shall be performed in Guadalupe County, Texas. In the event that any legal proceeding is brought to enforce this Agreement or any provision hereof, the same shall be brought in the State District Court of Guadalupe County, Texas. The Parties agree to submit to the jurisdiction of said court. The Parties hereto have executed this Agreement as of the dates set forth below to be effective as of the Effective Date. Agenda No. 6 CITY COUNCIL MEMORANDUM City Council Meeting: February 5, 2013 Department: City Manager Subject: Resolution No. 13-R-09 - Hal Baldwin Scholarship BACKGROUND By Resolution No. 09-R-03, the City Council established the Hal Baldwin Scholarship to encourage graduating high school seniors who live in Schertz to pursue careers in public service. Staff recommends the following advisory committee be appointed for 2013: Don Taylor, Michael Carpenter, Cedric Edwards, Gina Agee, and Michael Spain. FISCAL IMPACT $1,000 for 2013 scholarship RECOMMENDATION Adoption of Resolution No. 13-R-09 ATTACHMENT Resolution No. 13-R-09 1 RESOLUTION NO. 13-R-09 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS CREATING AND PROVIDING 2013 FUNDING TO THE HAL BALDWIN SCHOLARSHIP, AND APPOINTING MEMBERS OF THE 2013 HAL BALDWIN SCHOLARSHIP COMMITTEE, AND RESOLVING OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Schertz, Texas has created the Hal Baldwin Scholarship to honor Mayor Hal Baldwin for his many years of public service to the City of Schertz by awarding deserving graduating high school seniors who live in the City of Schertz who desire to pursue a career in public service; and WHEREAS, the City Council desires to provide funding for 2013 for such Scholarship; and WHEREAS, the City Council desires to name a 2013 advisory committee to recommend potential scholarship winners to the City Council. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. The City hereby designates the amount of $1,000 of unencumbered funds in the General Fund of the City to support the Hal Baldwin Scholarship program for 2013, and the City further encourages all those who support such Scholarship program to make contributions to the City designated for such purpose. Section 2. The City hereby authorizes the following five persons as members of the 2013 Hal Baldwin Scholarship Committee (the “Committee”) to (i) receive applications for the Hal Baldwin Scholarship, and (ii) recommend potential Hal Baldwin Scholarship award winners to the City Council: Don Taylor, Michael Carpenter, Cedric Edwards, Gina Agee, and Michael Spain. Members of the Committee shall serve at the pleasure of the City Council and may be removed at any time, with or without cause, by the City Council. The Committee’s and Council’s proposed schedule with respect to the 2013 Hal Baldwin Scholarship is attached as Exhibit A. Section 3. 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 4. 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 ordained herein. Section 5. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. 2 Section 6. 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 7. 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 8. This Resolution shall be in force and effect from and after its final passage. PASSED AND APPROVED on the 5th day of February, 2013. Mayor, Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (City Seal) A-1 EXHIBIT A PROPOSED TIMELINE FOR 2013 HAL BALDWIN SCHOLARSHIP February 2013 • Scholarship Advisory Committee to meet to: - Decide essay topic - Review timeline (recommend any additional changes needed) - Review scholarship application (recommend any changes needed) • Once approved, Media Relations to advertise: - Schertz Tales - Website - Herald • Send letters out to area high schools April 2013 • Tuesday, April 30th: o Cut-off date for scholarship application May 2013 • Tuesday, May 7th: o Distribute binder with full set of applications/judging sheets to Committee members • Tuesday, May 14th: o Scholarship Advisory Committee to meet before Council Meeting: - Select winner to be recommended to City Council (as a presentation item) • Tuesday, May 21st: o Present award to winning student: - At a Council Meeting (get plaque engraved with his/her name) August/September 2013 • Student will need to present scholarship donor sheet to City from his/her College/ university prior to receiving scholarship money