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07-10-2018 Agenda with backup
MEETING AGENDA City Council REGULAR SESSION CITY COUNCIL July 10, 2018 HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS 1400 SCHERTZ PARKWAY BUILDING #4 SCHERTZ, TEXAS 78154 Call to Order — Regular Session Opening Prayer and Pledges of Allegiance to the Flags of the United States and State of Texas. (Councilmember Kiser) Employee Recognition • IT — Client Services Technician II — Mark Welch • Library — Part Time Library Circulation Clerk — Julio Machado • Parks & Recreation- Seasonal Park Worker 1— Maxwell Worley • Public Affairs — Events Specialist — Cassandra Michels Presentations • Presentation and update regarding Fire Station #3. (D. Wait /P. Gaudreau) City Events and Announcements • Announcements of upcoming City Events (B. James /D. Wait /S. Gonzalez) • Announcements and recognitions by the Acting City Manager (B. James) • Announcements and recognitions by the Mayor (M. Carpenter) Hearing of Residents This time is set aside for any person who wishes to address the City Council. Each person should fill out the speaker's register prior to the meeting. Presentations should be limited to no more than 3 minutes. 07 -10 -2018 Council Agenda 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. Consent Agenda Items The Consent Agenda is considered self - explanatory and will be enacted by the Council with one motion. There will be no separate discussion of these items unless they are removed from the Consent Agenda upon the request of the Mayor or a Couneilmember. 1. Minutes — Consideration and /or action regarding the approval of the minutes of the Regular meeting of June 26, 2018. 2. Ordinance No. 18 -T -22 — Consideration and/or action approving an Ordinance by the City Council of the City of Sehertz authorizing a budget adjustment to the Fiscal Year 201.7 -201.8 budget to increase the budget for 3rd party inspection services; repealing all Ordinances or parts of Ordinances in conflict with this ordinance; and providing an effective date. Final Reading (B. James /L. Wood) 3. Resolution No. 18 -R -77 — Consideration and/or action approving a Resolution amending Resolution No. 16 -R -38 Committee of Committees Advisory Board and providing for the purpose, organization, appointment and duties of the Board by revising meeting times. (B. James /D. Schmoekel) 4. Resolution No. 18 -R -74 — Consideration and /or action approving a Resolution approving and authorizing Sanitary Sewer Easement Agreements along IH -35 from Michael Scott Turner. (B. James /K. Woodlee) 5. Resolution No. 18 -R -76 — Consideration and /or action approving a Resolution authorizing an agreement to contribute right of way funds (fixed price) with the Texas Department of Transportation for the FM 1518 Improvement Project. (B. James /K. Woodlee) 6. Resolution No. 18 -R -78 — Consideration and /or action approving a Resolution accepting the semiannual reports with respect to the progress of the Capital Improvements Plan, and other matters in connection therewith. (B. James /J. Walters) 7. Resolution N. 18 -R -80 - Consideration and /or action approving a Resolution authorizing a program and expenditures as provided for in the Economic Development Development Performance Agreement between the City of Schertz Texas Economic Development Corporation and Kellum Family Medicine, Inc. (B. James /K. Kinateder /J. Kolbe) 07 -10 -2018 City Council Agenda Page - 2 - 8. Resolution No. 18 -R -79 — Consideration and /or action approving a Resolution authorizing the Acting City Manager to enter into an agreement with Olympia Surgery Center for Ambulance Services. (D. Wait /J. Mabbitt) 9. Resolution No. 18 -R -81— Consideration and /or action approving a Resolution by the City of Schertz Texas authorizing the Acting City Manager to enter into an agreement with Emerus /BHS SA Thousand Oaks for Ambulance Services. (D. Wait /J. Mabbitt) 10. Resolution No. 18 -R -82 - Consideration and /or action approving a Resolution authorizing an amendment to the contract with BB Inspections for inspection and plan review services and expenditures totaling no more than $460,000.00 for building inspection services for the fiscal year of 2016 -20] 7 and the fiscal year 201.7 -2018. (B. James /L. Wood /B. Cox) Discussion and Action Items 11. Ordinance No. 18 -13-23 — Consideration and /or action approving an Ordinance authorizing the issuance of "City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018 "; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within . the city and further securing said certificates by a lien on and pledge of the pledged revenues of the system; providing the terms and conditions of said certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said certificates, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement and an official bid form; complying with the requirements of the letter of representations previously executed with the depository trust company; authorizing the execution of any necessary engagement agreements with the City's Financial Advisors and /or Bond Counsel; and providing an effective date. First and Final (B. James /J. Walters /M. McLiney /A. Freedman) 1.2. Potential Certificates of Obligation and General Obligation Refunding — Discussion and consideration and /or action of potential refunding opportunity of outstanding Certificates of Obligation and General Obligation Bonds for debt service savings and authorization from City Council for Staff and Consultants to pursue the refunding opportunity if certain savings thresholds are met. (B. James /J. Walters /M. McLiney /A. Freedman) Roll Call Vote Confirmation Workshop • Presentation and discussion from staff on recommendations of the Unified Development Code (UDC) regarding standards for sheds. (Item requested by Councilmember Davis) (D. Wait) • Discussion and update regarding Wiederstein Road and Old Wiederstein Road Project. (Item requested by Councilmember Crawford. (B. James) Closed Session 07 -10 -2018 City Council Agenda Page - 3 - 13. City Council will meet in closed session under Section 551.074 of the Texas Government Code, Personnel Matters to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the City Manager. 14. City Council will meet in closed session under Texas Government Code Section 551.071, Consultation with the City Attorney and Section 551.074 Personnel Matters to deliberate a complaint about and the evaluation, duties or discipline of a City Council. Member. Reconvene into Resular Session 13a. Take any action based on discussions held in closed session under Agenda Item 1.3. 1.4a. Take any action based on discussions held in closed session under Agenda Item 14. Roll Call Vote Confirmation Requests and Announcements • Announcements by the Acting City Manager. • Requests by Mayor and Councilmembers that items be placed on a future City Council agenda. • Announcements by Mayor and Councilmembers • City and community events attended and to be attended • City Council Committee and Liaison Assignments (see assignments below) • Continuing education events attended and to be attended • Recognition of actions by City employees • Recognition of actions by community volunteers 15. Information available in City Council Packets - NO DISCUSSION TO OCCUR • Bond Rating Reports. (B. James /D. Wait /J. Walters) • Update information from the Committee of Committees Advisory Commission (CCAB). (B. James /S. Gonzalez) • Update regarding large projects /CIP. (D. Wait/J. Harshman /T. Buckingham) • Pending informational items. Adjournment CERTIFICATION I, DONNA SCHMOEKEL, DEPUTY 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 6th DAY OF JULY 07 -10 -2018 City Council Agenda Page - 4 - 2018 AT 4:30 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. DDNNA ,SGHMDEKC—L- Donna Schmoekel, Deputy City Secretar 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 2018. Title: This facility is accessible in accordance with the Americans with Disabilities Act. Handicapped parking spaces are available. If ' you require special assistance or have a request for sign interpretative services or other services please call 210 -619 -1030. The City Council for the City of Schertz reserves the right to adjourn into closed session at any time during the course of this meeting to discuss any of the matters listed above, as authorized by the Texas Open Meetings Act. Closed Sessions Authorized: This agenda has been reviewed and approved by the City's legal counsel and the presence of any subject in any Closed Session portion of the agenda constitutes a written interpretation of Texas Government Code Chapter 551 by legal counsel for the governmental body and constitutes an opinion by the attorney that the items discussed therein may be legally discussed in the closed portion of the meeting considering available opinions of a court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to this agenda with the intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and the meeting is conducted by all participants in reliance on this opinion. COUNCIL COMMITTEE AND LIAISON ASSIGNMENTS Mayor Carpenter Councilmember Sca2liola — Place 5 Main Street Committee Interview Committee for Boards and Commissions - Alternate Hal Baldwin Scholarship Committee Schertz - Seguin Local Government Corporation — Alternate Cibolo Valley Local Government Corporation - Alternate Councilmember Davis— Place 1 Councilmember Gutierrez — Place 2 Audit Committee Audit Committee Schertz Housing Authority Board Investment Advisory Committee Interview Committee for Boards and Commissions Main Street Committee - Chair Councilmember Larson — Place 3 Councilmember Edwards — Place 4 Main Street Committee — Vice Chair Interview Committee for Boards and Commissions Investment Advisory Committee Cibolo Valley Local Government Corporation Main Street Committee Councilmember Kiser — Place 6 Councilmember Crawford — Place 7 Schertz Animal Services Advisory Commission Schertz- Seguin Local Government Corporation Audito"(ity Council Agenda Pa Interview Committee for Boards and Commissions gf IRZ II Board Agenda No. 1 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Subject: City Secretary Minutes The City Council held a Regular meeting on June 26, 2018. HHZTG • ' • On RM Staff recommends Council approve the minutes of the Regular meeting held on June 26, 2018. Regular meeting of June 26, 2018 minutes. MINUTES REGULAR MEETING June 26, 2018 A Regular Meeting was held by the Schertz City Council of the City of Schertz, Texas, on June 26, 2018, 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 Carpenter Councilmember Mark Davis Councilmember Scott Larson Councilmember Angelina Kiser Staff Present: Finance Director James Walters Call to Order — City Council Regular Session Mayor Pro -Tem David Scagliola Mayor Carpenter called the regular meeting to order at 6: Texas. (Mayor Pro -Tem Scagliola) Presentations Brenda Edwards •awford ames • Proclamation designating July as Park and Recreation Month. (M. Carpenter) Mayor Carpenter read and presented the proclamation regarding the designation of July as Park and Recreation month. • Presentation regarding the recent City of Schertz Texas Association of Municipal 'Information Officers, (TAMIO) Awards. (S. Gonzalez /L. Klepper) Mayor'Carpenter recognized Public Affairs Director Linda Klepper who stated the Public Affairs Team recently attended the Texas Association of Municipal Information (TAMI) awards ceremony where the City of Schertz received four (4) awards. Awards accepted include: • Award of Honor for Electronic Report — State of the City Video • Award of Honor for Best use of Promotional. Item — Our Size fits all • Award of Excellence for Best Recurring Special Events — Trunk or Treat • Award of Excellence for Brochures, Flyers, Posters Mayor and Council congratulated everyone involved. 06 -26 -201.8 Minutes Page - 1 - City Events and Announcements • Announcements of upcoming City Events (B. James /D. Wait /S. Gonzalez) Mayor Carpenter recognized Acting City Manager Brian James who provided the following announcements: Wednesday, June 27' Guadalupe County Town Hall Meeting 6:30 pm Guadalupe County residents are encouraged to attend Wednesday, June 27 from 6:30 -8:30 pm at the Se Guadalupe County Town Hall Meeting" will be community involvement is requested in the developine Friday, June 29th Coffee with the Chamber 7:30 am — 9 :30 a Welcome Center Tuesday, July 3rd City Council Meeting Canceled Wednesday, July 4th ib hall meeting to be held on Ciie . Center. This "Guiding ucted y, Gap Strategies and the county's strategic plan. Filing %jr Schertz City` Council Election for November 6, 2018 begins July 23, 2018 The City of Schertz will be holding its General Election on November 6, 2018 . for the purpose of 're- electing Council Members in Place 6, and Place 7 for a three -year term, from November 2018J6 November 2021. The Candidate packet is available in the City Secretary's office at 1400 Schertz Parkway, Building 2, or it can be found online at www.schertz.ccm. Should you have any questions, please contact the City Secretary's office at (210) 619 -1030. • Announcements and recognitions by the Acting City Manager (B. James) Mayor Carpenter recognized Acting City Manager Brian James who stated for folks who may view the video later, there are two information updates in the packet which should be online. One is an update regarding the Recreation Center (YMCA) remodel scope of work 06 -26 -201.8 Minutes Page - 2 - project and the other one is information regarding the upcoming 4th of July Jubilee event. A new item that is being provided is Council periodically asks for staff to come back with information or presentations and we thought so that we don't lose track of them that we would include a running of those to make sure we captured it, and we don't forget about it. We will have this on each time. The last item and the reason we are a little light tonight is that Mr. Wait is one of six folks from our EMS and Fire Department who are on the Ambus in route to Gatesville. There was an explosion at Coryell Memorial Hospital and they are assisting with evacuating the hospital. Mr. James also stated that we had Fire and EMS personnel who are back now that assisted with some flooding issues in surrounding areas. Please keep everyone in your prayers. • Announcements and recognitions by the Mayor. (M. Carpenter) Mayor Carpenter stated that he just wanted: to add on to what Mr. °`James said about tomorrow evening here at the City of Schertz, at- our Civic Center. Guadalupe County has begun the work on developing a strategic plan for the entire county. It will have an effect on all cities that are in the county, it will have an effect on the rural areas, it will have commentary and therefore effect liow the county envisions development over time, and it will set the direction for how the bob ty spends our tax dollars,, for all of us that live in Guadalupe County. Mayor Carpenter, encowa' g, s all those to attend as you will have the opportunity to provide input at the outset of the development of the first strategic plan for the county. This is a great opportunity. Mayor Carpenter recognized the following who • Ms. 'Clnre 'Layton, 1.2231 Lost Meadows, who spoke on the significance of Parks and Recreation month., the appreciation of Ms. Shrum and her experience, and the need to hire more Parks staff. • Ms. Janet Barnett, l 060 Boenig, who spoke on drainage and flooding on her property due to recent developments in her area. • Mr. Clark McChesney, 7018 Halli Heights, who addressed agenda item #10, Ordinance 18- •-22, adjustment to the budget for 3rd party inspection services and questioned the need for a roof felt inspection and the delay in which it causes completion. • Ms. Diana Taylor, 5505 Columbia Drive, who addressed poor drainage, bad sidewalks, speeding issues, trash pickup problems, graffiti in her neighborhood and the need for more police officers. • Mr. Brent Bolter, 2633 Cloverbrook Lane, who addressed this issue of Wiederstein and Old Wiederstein improvements and the proposal with the City of Cibolo. • Mr. Jim Fowler, 1057 Boxer Pass, who was here supporting the Parks Department and stated it was nice to see everyone this evening; it has been a while. • Mr. John Sullivan, 51.3 Triple Crown, who addressed Council regarding the recognition of the Parks & Recreation month. He stated he is excited and concerned with the current 06 -26 -201.8 Minutes Page - 3 - staffing levels. The City needs to take a more active role and give Ms. Shrum more resources. Consent Agenda Items 1. Minutes — Consideration and/or action regarding the approval of the minutes of the Regular meeting of June 12, 2018. Approval of the June 12, 2018 regular minutes. 2. Resolution No. 18 -R -63 - Consideration and /or action EMS Utility Billing and Schertz Magazine Debt Revelt outstanding receivables. (B. James /J. Walters /D. Hardir The following was read into record: RESOLUTIO A RESOLUTION BY THE CITY COUNCIL O AUTHORIZING EMS DEBT REVENUE AI DEBT REVENUE ADJUSTMENTS AND REVENUE ADJUSTMENTS FOR ' ERT RECEIVABLES AND OTHER MATTERS TN 1 ''ii G e a Resolution authorizing Zents for certain inactive Mabbitt /L. Klepper) CITY OF SCHERTZ, TEXAS ✓TENTS, UTILITY BILLING RTZ MAGAZINE DEBT NACTIVE OUTSTANDING 'CTION THEREWITH. isideratior and /or action approving a Resolution authorizing the Cities of Schertz, Cibolo, Live Oak, New Braunfels and NO. 18 -R -68 CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS TUAL AID AGREEMENT WITH THE CITIES OF W BRAUNFELS, SCHERTZ AND SELMA, AND OTHER 'ION THEREWITH 4. Resolution No ' 18 -R -69 — Consideration and /or action approving a Resolution authorizing a Mutual. Aid Agreement with the Cities of Schertz, Cibolo, Converse, Garden Ridge, Live Oak, Selma and Universal City. (D. Wait /M. Hansen) The following was read into record: 06 -26 -2018 Minutes Page - 4 - RESOLUTION NO. 18 -R -69 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A MUTUAL AID AGREEMENT WITH THE CITIES OF CIBOLO, CONVERSE, GARDEN RIDGE, LIVE OAK, SCHERTZ, SELMA AND UNIVERSAL CITY, AND OTHER MATTERS IN CONNECTION THEREWITH 5. Resolution No. 18 -R -70 — Consideration and /or action approving a Resolution approving and authorizing an agreement for a Right -of -Way Dedication along Eckhardt Road from Cariari Holdings, Inc. and authorizing the acceptance of such Right -"of- -Way Dedication by the City in accordance with the terms of the Dedication Agreement. (B. James /K. Woodlee) The following was read into record: RESOLUTION NO. 18 -R- THE CITY OF SCHERTZ, rREEMENT FOR A RIGHT - ROAD FROM CARIARI -OF -WAY DEDICATION BY CIS OF THE DEDICATION MON THEREWITH 6. Resolution No. 18 -R -71 — Consideration and/or action approving a Resolution authorizing additional expenditus with Ford Engineering, Ine.totaling no more than $2,600 for Professional Engineering Slices to obtains sidewalk` easements for the Schertz Pedestrian Routes & Bike.L .ncs project (B. James /L. Shrum) The following was read into record: RESOLUTION NO. 18 -R -71 7. Resolution Noy 18 -R -41 Consideration and /or action approving a Resolution authorizing purchases with Computer Solutions in an amount not to exceed $78,774.47 for the hardware and installation services associated with the Virtualization Project and New Community Development Software Project. (B. James /M. Clauser) The following was read into record: 06 -26 -2018 Minutes Page - 5 - RESOLUTION NO. 18 -R -41 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING PURCHASES WITH COMPUTER SOLUTIONS IN AN AMOUNT NOT TO EXCEED $78,774.47 FOR THE HARDWARE AND INSTALLATION SERVICES ASSOCIATED WITH THE VIRTUALIZATION PROJECT AND NEW COMMUNITY DEVELOPMENT SOFTWARE PROJECT AND OTHER MATTERS IN CONNECTION THEREWITH Mayor Carpenter recognized Councilmember Edwards who description between mutual aid and the automatic aid that wl Mayor Carpenter pulled item 3 off consent for separate action Mayor Carpenter recognized Councilmember, Edw Councilmember Gutierrez to approve consent agenda it unanimous with Mayor Pro -Tem Scagliola, Cot Larson, Edwards, Kiser and Crawford voting for Passed. Discussion and Action Items 3. Resolution No. 18 -R -68 — Consideration, a tl/or action appi a Mutual Aid Agreement with the Cities of Scheftz, Cibolo Selma. (D. Wait /M. Hansen) The following vas read UTION NO" 18 -R -68 a question regarding the actually doing on item 3. who moved seconded by 1,2,4,5,6 and 7. The vote was members D vis, :Gutierrez, I no one voting no. Motion a Resolution authorizing Oak, New Braunfels and A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING" A MUTUAL AID AGREEMENT WITH THE CITIES OF CIBOLO, LIVE OAK, NEW BRAUNFELS, SCHERTZ AND SELMA, AND OTHER MATTERS IN CONNECTION THEREWITH Mayor Carpenter recognized Police Chief Michael Hansen who stated that there are various MOU's, ILA's and agreements that are in place that handle the majority of what we do with the other ities.,What this specifically addresses is the ability for us to do some ad hoc task force sucha: the DWI task force or interdiction and then what do we do if that does produce some sort of seizure or things like that. None of the other agreements have this and that was the purpose of the two. Chief Hansen provided an explanation between mutual aid and automatic aid. Mayor Carpenter moved from the Chair seconded by Councilmember Edwards to approve Resolution 18 -R -68. The vote was unanimous with Mayor Pro -Tem Scagliola, Councilmembers Davis, Gutierrez, Larson, Edwards, Kiser and Crawford voting for and no one voting no. Motion Passed. 06 -26 -201.8 Minutes Page - 6 - 8. Ordinance No. 18 -M -20 — Consideration and /or action approving an Ordinance authorizing and amending the City Council Rules of Conduct and Procedure as they relate to properly placed items on a future agenda. Final Reading (Mayor /Council) The following was read into record: ORDINANCE NO. 18 -M -20 AN ORDINANCE BY THE CITY OF SCHERTZ AUTHORIZING AND AMENDING CITY COUNCIL RULES OF CONDUCT AND PROCEDURE; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE Mayor Carpenter stated that this is a change of the,rules setting forth that the Chair will not entertain objection to items being requested to b placed on a future agenda by members of Council. Mayor Carpenter recognized Councilmember Edwards who moved seconded by Councilmember Kiser to approve Ordinance 18 -M -20 final reading. Mayor Carpenter recognized Councilmem>; submit a motion to make a substitute: for Ar in hand, if he may read it. His substitute re item on the agenda is presented; Council s questions. The Chi ,huts the question brt "aye" those oppose say "na ". If a simple it the new agenda item is omitted from any A item is placed on th 'next available agenda. his colleagues to read., on: r Gutierrez who stated that he would like to � Jc 6 6.1 item Foind he has the substitute here d #s follows: When an objection to place an ould gikly defer the objection and call the saying "Those in favor of the objection say jority of "aye" votes is made on the objection urea agendas. If the majority is "nay" then the ' ouncilmember Gutierrez provided copies for for a point of information, Mayor Carpenter ztierrez stated he has three points that he needs (1) a it stands without this substitute if Councilman Z were to request a document staple day and he offers an objection the Chair will indicate the objection is out of order and the item will be placed on the next available agenda; is that correct? Mayor Carpenter answered that is correct if this motion passes and the rules are changed as currently written. (2) document staple day will be on the next agenda under discussion and action items, say item number 7, he therefore, during meeting may request an amendment to the agenda and then remove item number 7 the Chair then calls the question depending on the vote, the agenda item may or may not be removed, is that correct? Mayor Carpenter stated that he thinks his question is if once we were in session and if a motion was made by a member of Council that a certain item not be taken up that would probably be out order. He thinks the appropriate motion would be at the time that the item came forward that that 06 -26 -201.8 Minutes Page - 7 - councilmember would make a motion to end debate and if the council agreed and there was a two - thirds vote to end debate then no action would be taken, and no discussion would occur. Councilmember Gutierrez asked, and the agenda item would be left on the discussion? Mayor Carpenter answered it would not, if the motion was made to end debate at the beginning after he reads the caption or after he introduces the item and there was a two -third vote to end debate, then the item would not be considered, would not be discussed and no action would be taken. Councilmember Gutierrez stated then therefore his point Mayor Carpenter stated he does understand the substitute and he would have to ask the City Attorney if they have a copy. As the City Attorney was not available this evening Mayor Carpenter stated that he thinks that iii his seeking guidance previously where he asked how to handle objections, the City Attorney advised him, at that time that taking a vote on an item that not was previously placed on the agenda &Ve though it be a discussion around whether or not, even if there's no discussion whether:or not to place that item on a future agenda that it would be problematic to hold a vote, which is why he set it up where if there was an objection then we would have a discussion posted in a subsequent meeting because having a vote on an item that, has been brought up in a meeting but not posted potentially puts the public in a pdsition cif not having prior notice and that could be problematic with regard t6 the expert meetings act. That is why he had it set up the way he did. He thinks they might have a problem there but it might be manageable. We might have to have some additional boilerplate' language out on our agendas that clearly lets the public know that we might vote on whether or not to put something on a future agenda. Mayor Carpenter stated that ho would have to visit with the city attorney. Councilmember Gutierrez asked can we therefore postpone item 8 for the next meeting? Mayor Carpenter asked Councilmember Gutierrez if he was making a motion to postpone item number 8 until our next meeting? Councilmember Gutierrez answered yes. Councilmember Edwards asked the Mayor if we needed to dispose of the first motion? Mayor Carpenter answered no, he stated when we have multiple motions, we have to take them in reverse order provided that there are in fact seconds made. Mayor Carpenter stated that he has a motion from Councilmember Gutierrez to postpone item number 8 until our next regular meeting and asked if there was a second. Mayor Carpenter stated hearing none the motion dies for lack of a second. 06 -26 -2018 Minutes Page - 8 - Mayor Carpenter stated that he has a motion on the floor from Councilmember Gutierrez offering a substitution to the rule change that is outlined in Ordinance 18 -M -20 and asked if there was a second. Mayor Carpenter stated hearing none the motion dies for lack of a second. Mayor Carpenter then stated we have a motion from Councilmember Edwards and a second from Councilmember Kiser that we approve Ordinance 1.8 -M -20. Mayor Carpenter asked for further comments or questions from Council. Hearing none he called for the vote. The vote was 5 -2 -0 with Mayor Pro -Tem Scagliola, Councilmembers Davis, Edwards, Kiser and' Crawford voting for and Councilmembers Gutierrez and Larson voting no'. Motion Passed. 9. Resolution No. 18 -R -72 — Consideration andLo+r'action approving a Resolution authorizing the Acting City Manager to extend the contract with Selrico Services in the amount of $20,000 to provide the congregate meal program at the chertz Area Senior Center. (B. James /L. Shrum) The following was read into recor& RESO U ' Mayor d the contras' awarded to Late knowing irrat d some i Senior Center renove meals per day were delivered. CIL OF THE CITY OF SCHERTZ, TEXAS ZANAGER TO EXTEND THE CONTRACT AMOUNT OF $20,000 TO PROVIDE THE THE SCHERTZ AREA SENIOR CENTER. ;rimed Director of Parks, Recreation and Community Development .odu ed this item stating on August 1, 2017 staff came to council to the congregate meal program at the Schertz Area Senior Center. It o Services,. The contract amount was based off a conservative average meals served per day at the time was 65 meals. Staff Lh, in membership and meals served based on the completion of the as well as due to better tasting meals and better service. Thus, 85 i� the base calculations, with the per meal cost being $4.15 /meal The Senior Center is now averaging 100 meals served per day, thus the maximum amount approved in the contract per fiscal year is not sufficient to cover the number of meals needed for the entire year. It is anticipated the contractual limit will likely be hit in the month of August, but definitely by September. Staff wanted to make council aware in advance before hitting that contractual limit and is proposing an additional $10,000 be added to the contract per fiscal year to cover the overage. The information below was provided in the council packet: 06 -26 -2018 Minutes Page - 9 - The City of Schertz Parks, Recreation, and Community Services Department has had direct oversight over the Schertz Area Senior Center congregate lunch meal program since January 2014. . On August 1, 2017 Council approved Resolution 17 -R -54 authorizing the City Manager to enter into a contract with Selrico Services to provide the meals for the congregate meal program at the Schertz Area Senior Center (Resolution 17 -R -54 attached for your reference.) That original contract was in the amount of $104,000 per fiscal year for a total of $208,000 for the two -year contract term. The contract amount was based off a conservative served per day at the time was 65 meals. Staff anticil meals served based on the completion of the Senior better tasting meals and better service. Thus, 8 calculations, with the per meal cost being $4.15 /meal The Senior Center is now averaging 1.00 meals served 1 approved in the contract per fiscal year is riot 'suffici needed for the entire year. The city has been in 'voice= spent is $73,313.90, leaving $30,686.10 left in the contr' cost per month is $9,1.65.00. It is anticipated the contra month of August, but definitely by September. Staff advance before hitting that contractual limit and is pi added to the contract per fiscal year to cover the overage cowing the average meals growth in membership and .ovation, as well as due to er, I day were in the base day, thus the maximum amount to cover the number of meals 0r October — May and the total for this fiscal year. The average tal limit will likely be hit in the rifted to make council aware in ooing an additional $10,000 be City management 'lids, been in discussions with the City of Cibolo to share in the costs associated with uperating,the center and providing the congregate meal program since about 20% ofthe in,, meal program are residents of the City of Cibolo, but no final agreement has been made yet. provided comments to staff regarding the • Cost of the meals. Percentages of other cities participating in the Senior Meal program. • Percentage of other cities participating in the Senior Center Activity Program. • What happens if attendance continues to increase in both the meal program and the activity program. • Possible, contribution of dollars from other cities who participate in the meal program and activity program. • Possible contributions for non - profits, religious organizations and private donations. • Possibility of doing a manpower study. • Clarification of what the City of Schertz will be asking the City of Cibolo to contribute for the operation of the Senior Center. Councilmembers provided their commentary regarding the request for approval. 06 -26 -2018 Minutes Page -10 - Mayor Carpenter recognized Councilmember Edwards who moved seconded by Councilmember Gutierrez to approve Resolution No. 18 -R -72. Councilmember Larson provided an explanation for his vote. Councilmember Larson stated when he looks at the expense for the meals he thinks the seniors do deserve it and it is a great program. He just doesn't think it should be funded by the city. In his view reality is when governments take over charity it has a real impact on the community connection with the individuals who are benefiting from these programs and when the government get involved in free lunch programs it takes away a personalized manner level to it and it does really change the fabric of how you look at helping your neighbors so there's a moral argument to be said. There's that negative moral consequence of mandating these kinds of programs through government taxation but beyond that there simply is a financial reality that as a community we're not able to meet most of our I fundamental obligations. We just raised what might be the biggest tax fee increase n the history of S hertz because we are unable to meet our obligations in maintaining roads. We have a ;phenomenal Parks Department, but Pickrell Park sunshades have been gone almost a year because of a resource problem and he understands that they are going; io be installed soon but it's the middle of summer. He called Code Compliance ffor :basically what he thought was that someone was having a garage sale because every piece of furniture they own was on their lawn and it's still there. Now there's, a pile of ashes 'aad 'rash and weeds are 2- foot -high, Code Compliance at that time said 'that they are swamped. There's a real resource problem. There's a real resource problem where the =city has an obligation to meet its fundamental basic requirements and the fact is we are not there yet. He believes that they can partner with local nonprofits, religious organizations and private individuals. I'll be the first to sign up for monthly donations, but this is something that would be more effectively funded through nonprofits, religious organizations,and private donations. He feels he's not here to sway the vote but as a representative he feels, he, is obligated to share his thoughts. Imenaber Davis stated that ouncilmember Larson is not exactly wrong with his is and 'he" ,agrees that—the senior center is being used by other entities and they should ieipating in their share of costs as we provide a quality senior center. Councilmember Crawford stated he feels somewhat the same way Councilmember Larson and Councilmember Travis do to the extent that he doesn't want to say no tonight and he won't. He too would like to look at other outside entities and other possible avenues to offset the costs. Mayor Carpenter called for the vote. The vote was 6 -1 -0 with Mayor Pro -Tem Scagliola, Conncilmembers Davis, Gutierrez, Edwards, Kiser and Crawford voting for and Councilmember Larson voting no. Motion Passed. 1.0. Ordinance No. 18 -T -22 — Consideration and/or action approving an Ordinance by the City Council of the City of Sehertz authorizing a budget adjustment to the Fiscal Year 2017 -2018 budget to increase the budget for 3rd party inspection services; repealing all Ordinances or parts of Ordinances in conflict with this ordinance; and providing an effective date. First Reading (B. James /L. Wood) 06 -26 -2018 Minutes Page - 11 - The following was read into record: AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A BUDGET ADJUSTMENT TO THE FISCAL YEAR 2017 -2018 BUDGET TO INCREASE THE BUDGET FOR 3RD PARTY INSPECTION SERVICES; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE Mayor Carpenter recognized Director of Plannir Wood who provided data supporting a request to,, the current year's budget amount for third party, in party inspector began in July 2015 to assisfwith inspections performed. The original goal wa Ito tak workload and minimize long wait times in perfo= other changes to improve their customer service, providing kiosks. Ms. Wood provided statistics showing t fiscal years and the number of inspecti accommodating their customer's schedul( plan review times whip still providing it more staff members to assist; however, training and knowledge. by the ai )i ections. Community Development Lesa a budget+ adjustment to increase ns. This practice, of hiring a third - zg challenges end an increase in of the peaks and valleys of staff's inspections. Staff has also made as purchasing new software and unount of permit, revenues for the past five performed. Their department goals include ihorteniz,the wait times and stabilizing their ugh quality inspections. They have hired two takes time to learn and acquire the needed no fiscal impact on the General Fund Budget a1 permit revenue received to date which is Brian James addressed comments and questions from following: is extremely busy due to the significant storms that have come staff levels to maintain reasonable time frames to do inspections. - Staff overtime hours vs. contracting staff costs — which is the most efficient method? - Building flexible relationships with contractors /builders in the area. - The quantity and quality of our current regulations. - New software, improving efficiency, saving time, better customer service. - Inspections - public safety /protection mechanism, a core city service. 06 -26 -2018 Minutes Page -12 - Mayor Carpenter recognized Councilmember Edwards who moved seconded by Mayor Pro -Tem Scagliola to approve Ordinance No 18 -T -22 first reading. The vote was unanimous with Mayor Pro -Tem Scagliola, Councilmembers Davis, Gutierrez, Larson, Edwards, Kiser and Crawford voting for and no one voting no. Motion Passed. 11. Resolution No. 18 -R -75 — Consideration and /or action approving a Resolution authorizing the acceptance of Parkland and dedication of an easement generally at Wiederstein Road and FM 3009. (B. James) The following was read into record: RESOLUTION NO. 1 Because of the park property's small size and limited depth, the City has not been able to find a way to improve it for the public to use. The approach Staff has discussed would provide vehicular access through the existing park property to the privately owned tract, the dedication of dditici discussions with the property owner and a future developer progressed. Revolution Church is developing the property and Council considered a rezoning request to allow the church. At that time this concept was mentioned. In an effort to allow the church to have clarity on this issue to proceed with development, staff is seeking approval from council to enter into all necessary agreements to bring this about. Staff recommends approval of Resolution 18 -R -75 to allow staff t0 continue to work with the property owner to grant an access easement across the park property in exchange for dedication of additional parkland, dedication of a parking easement and construction of the access drive and parking. Mayor Carpenter recognized Mayor Pro -Tem. cagliola who roved seconded by Councilmember Edwards to approve Resolution 18 -R -75. The vote was, unanimous with Mayor Pro -Tem Scagliola, Councilmembrs Davis, Gutierrez, Larson, Edwards, Kiser and Crawford voting for and no one voting no. Motion Passed. Roll Call Vote Confirmation City Secretary Brenda Dennis provided the Rol Call Vote Confirmation for agenda items 1 -11. Workshop Mayor Carpenter agreed Council should come to a consensus on this topic. For example, the Senior Center. They just had a discussion recently on whether or not to fund that facility's lunch program. Again, what is our goal there and what are we trying to accomplish? To Councilmember Larson's point, is it the role of government to do that or is it not? We haven't given our team clear direction on this. He suggests answering these questions, perhaps broadly at first and then have staff come back with recommendations. Council needs to start this discussion and decide what we want long term. Councilmember Edwards stated a discussion should take place (perhaps a workshop) and include not just the Parks and Recreation activities, but some of the other events we have 06 -26 -2018 Minutes Page -14 - like Schertz Fest or the 4th of July Jubilee —are we breaking even or not? He agrees Council does need to have this discussion. Acting City Manager Brian James interjected stating that what staff spent a lot of time on was we want to be well positioned to respond to the philosophy that we set. There is not an unlimited supply of money. Traditionally, parks does things a bit randomly. The parks out there are open, free to the public and nobody pays anything for it. To get into an outdoor pool, most communities charge a nominal amount, but others have found it is too costly to keep track o£ He spoke of BVYA as an example where they use a different model where there is a trade back of volunteering work time (mowing, working a concession stand, etc.). SAYSA uses a new model of when you sign your child up to play, they collect a fee which is used to hire folks to perform these other needed jobs. Froru staff's perspective, the question is, `What do we want the users to subsidize`": At this point, staff feels they are limited in their capacity to respond quickly. The resntation to Council tonight is a lot of about how we want to position ourselves. Mayor Carpenter recognized Director of Parks, R, pereatlibill and Community Development Lauren Shrum who provided a PowerPoint presentation including information on current operating agreements. They are just now also startiAgto explore more opportunities with other private `commercial' groups. City has contracts with BVYA, Y A and the YMCA` o, license or operate a number of city facilities including baseball, ,soccer and:jiractice fields as well as operating or licensing the outdoor pools, recreation center, natatorium and Senior Center. The City also leases the Community Center to private organizations' involved in recreation – twirling performances for example. The City has relied On outside groups, particularly nonprofits to operate the City's recreation facilities and provide recreation programs to the community while the city has focused on maintenance. That being said, the City has not invested heavily in capital costs which has led to� a decline in older facilities. For the past few years Parks staff has focused on improving efficiencies, increasing staffing levels and increasing maintenance budgets to start catching up. Staff is proposing to also begin looking to better understand what would be required to take over operations of some of these facilities and to provide an additional option. Two key components of this are operating costs and challenges associated with growing the staffing level quickly enough. As examples, the New Braunfels Das Rec facility has a $1.48 million staffing budget for nine FTE's and 225 seasonal /part-time positions. The YMCA has a $1.55 million staffing 06 -26 -201.8 Minutes Page -15 - budget for 220 staff members. Currently, the City has 407 budgeted positions with about 373 filled. Operating costs for the YMCA in Schertz is #3.2 million and for Das Rec it is about $2 million in operating costs. The YMCA has partnerships with several other surrounding cities such as San Antonio, Boerne, and Cibolo. Adult membership fees charged within neighboring cities ranged from $6.77 per month to $35 per month depending on the number and type of amenities offered. Staff recommends we continue to: 1) monitor the New Braunfels efforts with Das Rec and see how it works, 2) see how Parks and Recreation fares in this year's budget process, 3) focus on positioning ourselves better to be able to add new facilities and/or take over operations in the future, and 4) do a feasibility study and a 3 -5 -year implementation process. Councilmember` Davis stated for the record that for all of the ones we've been to there have always been at least three councilmembers there and have always had other board members not show up. His concern is if they reduce the number of councilmembers, will the other members show up? One of the things the board has to do is look at the openings they have and figure out who wants to serve in only one area and who is open to a variety of choices. One of the things the board does is engage with the applicants to see how deep their interest is and what their goals are in regard to serving in the community. He personally sees the value of having three councilmembers on this board. He looks at it from a broad 06 -26 -201.8 Minutes Page -16 - prospective. He suggested a seven - member committee, 3 councilmembers and 4 other members from the various city boards. Mayor Pro -Tem Scagliola says he likes the current process. As leaders of the community it is their responsibility to appoint members to the boards and commissions. However, you can't have four councilmembers there or you establish a quorum. Three is an appropriate number. He is also for having additional committee members there. He likes the way the committee is right now or we could expand it a bit more. City Secretary Brenda Dennis asked if she should include Michael Dahle (P &Z Chair) who had volunteered himself recently for this board. Mayor PriJem Scagliola concurred. Ms. Dennis stated she likes the way the committee is set up, and also, likes the idea of including the Chair of P &Z —his insight would be helpful. Research had been done by both City Secretary Brenda Dennis and ;Mayor Carpenter. There were several variations. In some cities ,there are permanent meinbers, of a single committee made up of councilmembers only, °sometimes with other board members. Others have their boards do their own interviewing with final council approval. Other cities have districts, appointed accordingly, Place 1, Place 2', etc. bring tt this and what may. be appropriate for a city h might work. � mg no one on an interview sign end other folks not involved making a end to a particular group —he struggles with mcilmembers and majority of P &Z members to be. They will be able to answer questions has never served on that particular board. He sainable model might be as the city grows. back in a few weeks. Mayor Carpenter convened into closed session at 8:56p.m. 12. City Council' will meet in closed session under Section 551.074 of the Texas Government Code, Personn&I Matters to deliberate the appointment, employment, evaluation, reassignment, ditties, discipline, or dismissal of the City Manager. 13. City Council will meet in closed session under Section 551.087 of the Texas Government Code, Deliberation Regarding Economic Development Negotiations; Closed Meeting. The governmental body is not required to conduct an open meeting (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is 06 -26 -201.8 Minutes Page -17 - conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect. • Project E -041 • Project E -043 • Project E -044 Reconvene into Regular Session Mayor Carpenter reconvened into regular session at 9: 53 p.m. 12a. 13a. Take any action based on discussions held in closed session under, No action taken. Take any action based on discussions held 2 No action taken. Requests and Announcements • Announcements by the Acting City No additional Mayor Carp the Wieder Acting City stated yes. negotiating. under A Item 12. items be placed on a future City Council ,nber Gutierrez who requested a discussion of a Councilmember Kiser. �ilmember Davis who requested a presentation from C regarding standards for sheds (next meeting). ;cognized Councilmember Crawford who requested a discussion about Dad and Old Wiederstein project (July 10). Mayor Carpenter asked er if we were still in negotiations with the City of Cibolo on that. He Carpenter stated, so then we can get a briefing on where we are in • 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 06 -26 -2018 Minutes Page -18 - • Recognition of actions by community volunteers Mayor Carpenter recognized Councilmember Edwards who attended the Schertz Library Mini Golf Tournament fundraiser. There was a good turnout of folks all day long. 14. Information available in City Council Packets - NO DISCUSSION TO OCCUR • Update regarding the Recreation Center (YMCA) (B. James /L. Shrum) (Item requested by Councilr • Information regarding the upcoming 4th of Gonzalez /L. Klepper /M. Spence) Adjournment As there was no further business, Mayor Brenda Dennis, City S 06 -26 -2018 Minutes Page -19 - el scope of work project. Crawford) Event. (B. James /S. at 9:56 ter, Mayor Agenda No. 2 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Planning & Community Development Subject: Ordinance No. 18 -T -22 — Consideration and /or action approving an ordinance by the City Council of the City of Schertz Texas authorizing a budget adjustment to the Fiscal Year 2017 -2018 budget to increase the budget for 3rd party inspection services; repealing all ordinances or parts of ordinances in conflict with the ordinance; and providing an effective date. Final reading BACKGROUND With Ordinance 17 -T -30 the City Council of Schertz approved the annual budget for FY 201.7 -1.8. Staff is proposing to amend the budget to increase the budget for outside inspection services. The Building Inspections division is requesting to increase the budget to allow for continued use of 3rd party plan review and inspection services. In July 2015 the City contracted 3rd party plan review and inspection services to deal with the challenge of providing a timely and thorough review of plans and inspections due to an increase in the number of inspections requested and in permit plan review that was compounded by staff vacancies. Initially, the goal was to use these contracted services during the peak workload times to avoid delays in service for our citizens. Service agreements were executed and the expenditures were authorized with BB Inspection Services and Rudy Cantu. The service contact with BB Inspections Services authorized expenditures for up to $360,000 over a 2 -year period. Last year the city used $189,600 leaving $170,400 remaining on the contract for the FY 2017 — 18 budget year. To date the budget expenditures for these services are $150,590. The department has seen an increase in permit and inspection activity again this year. 347 Single Family Residential home permits have been issued this budget year which is 71 more permit then were issued at this time last year. With the hail storm that blew through Schertz in April there has been an increase in re -roof permits issued. A total of 279 re -roof permits were issued from October 2017 through April 2018 (the first 7 months of the fiscal year). In May of this year, 446 re -roof permits were issues and 254 re -roof permits have been issued so far in the month of June. This has led to an increase in the number of daily inspections performed by the department from an average of 60 inspections performed a day, to an average of 80 inspections performed a day for the last 6 weeks due to the recent hail storm. As a result staff has shifted funds to increase the overtime budget from the originally approved $9,700 to $27,811 to allow staff to work an additional hour in the morning preparing the daily inspection list /route and completing required documentation for each property owner. Staff has been working to find a long term cost effective solution to the challenge created by increased permit activity, the goal of shortening and stabilizing the plan review and inspection time and ensuring that plans are thoroughly reviewed and inspections appropriately performed. To that end, Council approved the addition of two employees in the department over the last 5 years. In FY 2014- 15 a position was added mid -year for a Building Inspector and a Plans Examiner was added in FY 2017 -18 in hopes that this would help the department deal with the high influx of work. However, there have been challenges filling and or keeping the Building Inspector position filled with a qualified individual. The department promoted one of the Building Inspectors to Plans Examiner which has left a vacancy in the department since December 1, 2017. The department is currently looking at a different approach to fill this position which will involve a large amount of training classes and on the job supervised training. Training a new Inspector without any certifications, licenses or a background in construction will take several years. A :Building Inspector costs the City a weighted salary of $60,947 a year but does this does not include the cost of lost work time for training. In general an inspector should perform 1.5 inspections per day, as this provides sufficient time for the inspector to perform quality inspections and still allows for participation in training /code discussions with the Building Official and meetings with customers. However, there are factors that can influence this range in number either higher or lower such as travel time, complexity of projects, etc. For example: Different inspection types take different lengths of time - from 15 minutes to 4 hours. For example, a water heater inspection or roof felt or roof final inspection generally take 15 minutes; a residential framing inspection which includes an electrical and mechanical rough -in and top out generally takes 45 minutes to an hour; and a large commercial building inspection can take up to 4 hours. These examples do not include drive times. The provided number of projected inspections to be performed by an inspector was based on information obtained from the Insurance Services Office (ISO) and Zucker Report for the City of Austin Inspections Department, which was a 3rd party review of development services in Austin. The range of inspections recommended by those reporting agencies range from 1.0 to 15 inspections per day per inspector. Schertz Inspectors typically exceed the recommended 15 inspections per day. BB Inspection service is able to provide the City with a team of Inspectors that work extended hours to get all of the overflow inspections completed on the day the inspection was requested. As a result of the increased permit and inspection activity over this fiscal year and a significant loss in staff time due to the inability of fill all positions, staff has increasingly had to rely on the contract inspections firms, primarily BB Inspection Services. On May 1, 2018 the Council authorized an increase in the budget from $200,000 to $270,400 which was funded from increased commercial permit revenue. At that time staff did not estimate such a large increase in re -roof permits, as these permits had just begun to increase. The department projected revenues of $2,01.6,827 for the FY 2017 -18 budget year. As of June 21, 2108 the department has generated revenues in the amount of $2,522,028.28 which is $505,201.28 above the year's original projected revenues with 3 months left in the fiscal year. Staff recommends recognizing an additional $100,000 from the additional revenues generated by permits to continue 3rd party inspection and plan review services. If this Ordinance is recommended for approval staff anticipates bringing a resolution to allow an increase in expenditures with BB Inspection Services at the next meeting when this ordinance has a final reading. City Council approved this on first reading at their meeting ofJune 26, 2018. Approval of Ordinance 1.8 -T -22 approving the budget adjustment. FISCAL IMPACT This ordinance will have no fiscal impact on the General Fund Budget. The requested budget increase of $100,000 for additional inspection services will be funded by additional permit revenue above the original budgeted projections and will not cause any decrease in General Fund balance as a result. Approval of Final reading Ordinance No. 18-T-22 ATTACHMENT Ordinance No. 18-T-22 ORDINANCE NO. 18 -T -22 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A BUDGET ADJUSTMENT TO THE FISCAL YEAR 2017 -2018 BUDGET TO INCREASE THE BUDGET FOR 3RD PARTY INSPECTION SERVICES; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, pursuant to Ordinance 17 -T -30, the City of Schertz (the "City ") adopted the budget for the City for the fiscal year 2017 -2018 (the "Budge ), which provides funding for the City's operations throughout the 2017 -2018 fiscal year; and WHEREAS, the City needs to increase the budget by $100,000 for additional 3rd party inspection services; and WHEREAS, City staff recommends that the City Council of the City adjust the Budget and approve the ordinance; and WHEREAS, the City Council of the City has determined that it is in the best interest of the City to adjust the :Budget and approve the budget adjustment an increase the budget for 3rd party inspection services, as more fully set forth in this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. The City shall increase the budget for 3rd party inspection services and recognize additional permit revenue in the amount of $100,000. 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 Ordinance for all purposes and are adopted as a part of the judgment and findings of the Council. Section 3. All ordinances and codes, 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 4. This Ordinance 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 Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City hereby declares that this Ordinance would have been enacted without such invalid provision. Section 6. 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 7. This Ordinance shall be effective upon the date of final adoption hereof and any publication required by law. PASSED ON FIRST READING, the 26th day of June 2018. PASSED, APPROVED and ADOPTED ON SECOND READING, the 10th day of July CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) 50558021.1 - 2 - Agenda No. 3 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Mayor /Council Subject: Resolution No. 18 -R -77 - Resolution . amending and revising Resolution 16 -R -38 Creation of the Committee of Committees Advisory board by updating the meeting frequency of the Committee of Committees Board Members. BACKGROUND On December 8, 2015, by Resolution the Council created the Committee of Committees Advisory Board. The primary responsibility of this Committee is to advise the City Council on future planning and long -term prioritization of city initiatives and when directed by City Council or City Staff, assist with projects to include analysis of present and future needs and prioritization, and report their findings back to City Council and /or City Staff. Additionally, the Committee of Committees will be responsible for increased communication and coordination between their boards. Since the creation of the Board, members have been consistently updated and schooled in the operations of the various city departments, functions and responsibilities as well as the goals and duties of the numerous city boards, commissions and committees. Through these meetings, the CCAB members have assisted their individual board members by increasing their own knowledge regarding citywide projects and future planning. At their most recent meeting of June 20, 2018 the members discussed changing their meeting schedule. The members are all seasoned and experienced both on their individual board(s) and with the duties and expectations of the CCAB. They unanimously voted to change their official meeting periods and opted for a quarterly basis rather than monthly. However, they also wish to allow for any `special called meeting' should the occasional need arise. Goal Their goal is to continue to provide their individual boards with current information on city activities, future projects, problems and challenges. They also wish to continue meeting to be able to advise the City Council on future planning and long -term prioritization of city initiatives. Additionally, they desire to operate efficiently and effectively by conserving all city staff and volunteer resources. The members feel that at the present time, meeting quarterly and as needed will be adequate. City Council Memorandum Page 2 Community Benefit Continue to establish open communication with the City Council and citizens of Schertz, by staying informed on future plans and long -term prioritization of City initiatives, as well as communication and coordination between boards while conserving staff time and resources. HHZTG • ' • 4" RM RECOMMENDATION Staff recommends Council approve Resolution No. 18 -R -77. ATTACHMENT Resolution No. 18-R-77 RESOLUTION NO. 18 -R -77 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING RESOLUTION NO. 16 -R -38 COMMITTEE OF COMMITTEES ADVISORY BOARD AND PROVIDING FOR THE PURPOSE, ORGANIZATION, APPOINTMENT AND DUTIES OF THE BOARD, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, on December 8, 2015, the City Council created the Committee of Committees Advisory Board out of the task force which was formed in December 2014 which was made up of 7 members; one each from the various City Boards, Commissions and Committees to address community involvement and future planning for the City of Schertz; and; WHEREAS, Mayor and City Council met and decided to formalize a "Committee of Committees Advisory Board" to continue the work of the task force; and WHEREAS, at present the following members are serving: (BOA) Earl Hartzog, (EDC) Tim Brown, (Historical Preservation) Sue :Boissonneault, (Library) Shonale Burke, (Parks and Recreation) Fae Simmons, (Planning and Zoning) Glen Outlaw, (Traffic Safety Advisory Commission) Richard Dziewit; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1: Composition: Appointment and Terms The Committee of Committees Advisory Board shall be composed of seven (7) members who shall be appointed by the City Council on an annual basis beginning May 31st of each year. Board members will be appointed for staggered two (2) year terms. If any member of the :Board shall be absent from scheduled meetings three (3) times without prior notification to the chairman of the board during any twelve (12) month period, the third (3`a) absence shall be construed as the member's resignation from the board for all purposes. All members will represent the entire City, however positions will be numbered and initially all the odd numbered positions will serve a two year term and all the even numbered positions will serve a one year term. Thereafter, all terms will be 2 -year terms. The positions will be randomly assigned at the first board meeting. Section 2: Qualifications of Members. Any member appointed to the Committee of Committees shall be a resident of the City or in the City's ETJ and 1.8 years of age or older. It is the intent of the City Council that members shall, by reason of diversity, constitute a board that is broadly representative of the community. Section 3: Members Serve without Compensation. The members of the Board shall serve without compensation. Section 4: Removal of Members. Any member of the Board may be removed from such membership at any time by the City Council. Section 5: Responsibility; Duties The primary responsibility of the Board shall be to advise the City Council on future planning and long term prioritization of City initiatives, and when directed by City Council or City Staff, assist with projects to include analysis of present and future needs and prioritization, and report their findings back to City Council and /or City staff. Additionally, the Committee of Committees will be responsible for increased communication and coordination between boards. Section 6: Meetings; Quorum special meeting may be called at any time. Any Four (4) members of the Board constitute a quorum necessary to cause official action to be taken on any matter. All meetings shall be open to the public, and notice of meetings shall be given and meetings shall be conducted in accordance with the Texas Open Meetings Act. Section 7: Staff Liaison. The City Manager, City Secretary or her designee will serve as staff liaisons to the Board. All recommendations, comments and reports shall be made to the City Manager, who in turn shall . convey such recommendations to the City Council. Section 8: Board Cannot Bind City Council The Board shall act in an advisory capacity only and shall not have the authority to bind or obligate City Council. Section 9. 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 10. 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 11. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 12. 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 13. 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 14. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this ] 0th day of July, 2018. . CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor Brenda Dennis, City Secretary CITY SEAL) CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 . Department: Engineering Agenda No. 4 Subject: Resolution No. 18 -R -74 — A Resolution by the City Council of the City of Schertz, Texas approving and authorizing Water and Wastewater Easement Agreements along IH -35 from Michael Scott Turner, and other matters in connection therewith The developer of the Homestead Subdivision constructed a sanitary sewer lift station and force main that currently discharges into another force main that is dedicated to the flow from the Cypress Point lift station. That was planned as an interim condition of operation until such time that the Homestead developer is able to construct an extension of the sanitary sewer force main from its current connection point (at the intersection of Homestead Parkway and IH -35) to its ultimate connection point at the Town Creek GBRA Lift Station (at the rear of 22330 IH -35 North). In order to construct the force main extension, the developer is securing easements across private property, generally parallel to IH -35, along the route of the extension. As an extension of the City of Schertz sanitary sewer system, the City will accept the main as a public improvement and therefore requires the easements to be public in order to access the facilities for operation and maintenance. Resolution 18 -R -74 includes acceptance and authorization of the first two of the required easements for the force main extension. Goal The goal of Resolution 1.8 -R -74 is to accept and authorize the Water and Wastewater Easement Agreements from Michael Scott Turner. Community Benefit Ensuring properly designed, constructed, and maintained sanitary sewer facilities to serve orderly development meets a core service need in keeping with the Strategic Plan of the City. Summary of Recommended Action Staff recommends Council approve Resolution 1.8 -R -74, approving and authorizing execution of the Sanitary Sewer Easement Agreements with Michael Scott Turner. FISCAL IMPACT There is no direct fiscal impact from this Resolution. The developer of the Homestead Subdivision is purchasing the easements for dedication to the City. City Council Memorandum Page 2 RECOMMENDATION Staff recommends Council approve Resolution 18 -R -74 ATTACHMENTS Resolution 18 -R -74 Two Water and Wastewater Easement Agreements with Michael Scott Turner RESOLUTION NO. 18 -R -74 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS APPROVING AND AUTHORIZING SANITARY SEWER EASEMENT AGREEMENTS ALONG III -35 FROM MICHAEL SCOTT TURNER, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City ") has recommended that the City enter into agreements for Water and Wastewater Easements with Michael. Scott Turner (the "Grantor "), in the form attached hereto as Exhibit A (the "Agreements "); and WHEREAS, the City needs the Easements in connection with the construction, operation, and maintenance of a sanitary sewer force main along IH -35 in the vicinity of the intersection of Country Club Boulevard and IH -35; and WHEREAS, the City Council has determined that it is in the best interest of the City to accept the Water and Wastewater Easements in accordance with the terms of the Agreements. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS Mu Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Agreements with the Grantor in substantially the form set forth on Exhibit A and to accept the Sanitary Sewer Easements in accordance with the terms of the Agreements. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, 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 10th day of July, 2018. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) EXHIBIT A.1 WATER AND WASTEWATER EASEMENT AGREEMENT (0.005 ac) FEW EXHIBIT A.2 WATER AND WASTEWATER EASEMENT AGREEMENT (0.239 ac) Easement rights of use granted herein are nonexclusive and irrevocable. The Easement is for the benefit of Holder. 3. Purpose of Easement. The Easement shall be used for public utility purposes, including placement, construction, installation, replacement, repair, maintenance, relocation, removal, and operation of public utility facilities and related appurtenances (the "Facilities " }, or making connections thereto, The Easement shall also be used for the purpose of providing access for the operation, repair. maintenance, replacement and expansion of the Facilities and related appurtenances. 4. Term. Easement shall be in perpetuity unless relinquished or abandoned by ordinance or resolution by Grantee. S. Reservation QfRights. Holder's right to use the Easement Property is nonexclusive, and Grantor and Grantor's heirs, successors, and assigns retain the right to use all or part of the Easement Property in: conjunction with Holder under the following conditions. such use by Grantor and Grantor's heirs, successors,, and assigns does not interfere with the use of the Easement Property by Holder for the Easement Purpose; and Grantor may not construct any building, structure or obstruction on the Easement Property. Grantor retains the right to convey to others the right to use all or part of the Easement Property in conjunction with Holder, as long as such further conveyance is; subject to the terms of this agreement. Written approval of Holder must be obtained prior to any use or improvement of Easement Property not permitted herein. 6. Temporary Construction Easeinent. Holder has the right (the "Temporary Construction Easement") to use the surface of the 20-foot wide area adjacent to the Easement Property ("Temporary Construction Area"), to assist in the initial installation and as may be reasonably necessary to maintain, repair, and replace the Facilities within the Easement Property. However, Holder must promptly restore the area of the Temporary Construction Area to its previous physical condition if changed by use of the rights granted by this Temporary Construction Easement. 7. Improvement and Maintenance qf Easement Property. Subject to the provisions of Section 8, immediately below, improvement and maintenance of the Easement Property and the Facilities will be at the sole expense of Holder. Holder has the right to eliminate any encroachments installed on the Easement Property in violation of the terms set forth in this instrument. Holder has the right to construct, install, maintain, replace, and remove the Facilities under or across any portion of the Easement Property. All matters concerning the Facilities and their configuration, construction, installation, maintenance, replacenient, and removal are at Holder's sole discretion, subject to performance of Holder's obligations tinder this agreement. Holder has the right to remove or relocate any fences or other encroachments within the Easement Property or along its boundary lilies if reasonably necessary to construct install, maintain, replace, or remove the Facilities. Bolder will also replace to their original condition any landscaping, driveways or parking areas that were in existence prior to the granting of the Easement Property and are damaged in connection with the work. 8. Maintenance of Surface Easement Property /Permitted Improvements. Notwithstanding any contrary provision, Grantor shall retain the obligation to maintain the surface of the Easement Property; including the obligation to regularly mow or cut back vegetation and to keep the surface of the Easement Property free of litter, debris, or trash_ Any permitted improvement made by Grantor within the Easement Property must comply with applicable ordinances, development codes and engineering guidelines of the City of Schertz, and must not conflict with use of the Easement for its intended purpose as described' herein. 9. Driveway. Nothing in this agreement shall prevent the Grantor from constructing a permitted driveway withinthe Easement Property in accordance with the provisions of paragraphs 5 and 8 above. 10. Equitable Rights of Enforcement. This Easement may be enforced by restraining orders and injunctions (temporary or permanent) prohibiting interference and commanding compliance. Restraining orders and injunctions will be obtainable on proof of the existence of interference or threatened interference; without the necessity of proof of inadequacy of legal remedies or irreparable harm, and will be obtainable only by the pa-ties to or those benefited by this agreement; provided, however, that the act of obtaining an injunction or restraining order will not be deemed to be an election of remedies or a waiver of any other rights or remedies available at law or in equity. 11. Attorney's Pees. If either party retains an attorney to enforce this agreement, the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other costs. 12. Binding Effect. This agreement binds and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns. 13. Choice of Law. This agreement will be construed under the laws of the state of Texas, without regard to choice - of-law rules of any jurisdiction. Venue is in the county or counties in which the Easement Property is located. 1.4. Counterparts This agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument. 15. Waiver of Default. It is not a waiver of or consent to default if the -non- defaulting party .fails to declare immediately default or delays in taking any action. Pursuit of any remedies set forth in this agreement does not preclude pursuit of other remedies in this agreement or provided by law. 16. Further Assurances. Each signatoty parry agrees to execute and deliver any additional documents and instruments and to perform any additional acts necessary or appropriate to perform the terms, provisions, and conditions of this agreement and all transactions contemplated by this agreement. 17, Integration. This agreement contains the complete agreement of the parties and cannot be varied except by written agreement of the parties. The parties agree that there are no oral agreements, representations,; or warranties that are not expressly set forth in this agreement. 18. Exceptions to Warranty. This grant is subject to any and all encumbrances and easements of record, to the extent the same are valid and enforceable. 19. Legal Construction. Any provision in this agreement is for any reason unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceability will not affect any other provision hereof, and this agreement will be construed as if the unenforceable provision had never been a part of the agreement, Whenever context requires, the singular will include the plural and neuter include the masculine or feminine gender, and vice versa. Article and section headings in this agreement are for reference only and are not intended to restrict or define the text of any section_ This agreement will not be construed more or less favorably between the parties by reason of authorship or origin of language. 20. Notices, Any notice required or permitted under this agreement must be in writing. Any notice required by this agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service; postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this agreement. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. 2l. RecitalsfExhibits. Any recitals in this agreement are represented by the parties to be accurate, and constitute a part of the substantive agreement, All exhibits referenced herein are attached hereto and incorporated by reference herein for all purposes. 22. Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any oral representation or modification concerning this instrument shall be of no force and effect except for any subsequent modification in writing, signed by the party to be charged. IN WITNESS WHEREOF, this instrument is executed this day of 2018. THE STATE OF TEXAS COUNTY OF __M 6LI CITY OF SCHERTZ, TEXAS; a Texas Home -rule municipality 0 ATTEST: Brenda Dennis, City Secretary THE STATE OF TEXAS § COUNTY OF GUADALUPE § This instru vent was acknowledged before me on - 2018, by of the City of Schertz; Texas, a Texas home - rule municipality, on behalf of said municipality. Notary Public Signature (seal) EXHIBIT "A" SKETCH OF EASEMENT PROPEwRTY a-r s n�a, T x..e -a v sws�o eae woo aa3 . t> rl„sF wtta rtn i c+wrrmc was yENp; an. amnr OF WwNNWcae+rr P.tO PO l OF iNNM ---W - 53 ttY ataM iCSPkEb'4Vts LINT% 91REGY16N LEN&tti C1 P 3V17"C ?2tF � 42 SfA 9bWTYl 9AL'B' F t3 NB4'403SWt P29¢ y4� I u �ues easw� zeal { ytiot" o", SAHP SYIK m R9➢P CHEN NM L69 207 W r M CF.AEL. SCOTT TURNER 4,735 AC DOC# 200606009899 ,r WIA9t.E UDTN i UTY EASEMENT H3AC A OX OP }N ATK. (720 S1. AR a FARCFI Of VNtt OG 0, Hi RAOUL CAqZA S!JIFVE' NO. P36, \.iSTstCT NO 175 COVAL COUN'+, FLXAS, 'U'Fl S 31 NG OUT t M1 URTA(N 00-80 ACtfS :3T+ LAND ONV�,T 0 FFNAw CORPGRa 0% F2b Ot 4 Nt + ""OFF, 2 COO QV M? A C 'T, OFFICIAL PLIR,FU IEi'6iPe UAt ccuWl )C4 0, 01FCfflllIDN PFE nSE6 AfCok P4 AS IWi,WN UT)tkAt TO' UP P' -' ASfVR NI lM �. VARIABLE WIDTH i7TJLrI'Y EASEMENT T Being a 0.005 of an acre (1-20 square feet) parcel of land out of the Ratuel Garza Survey No. 98, Absa77act No, 175, Coma] County, Texas, further being out of that certain called 0.0480 of an acre parcel conveyed to Lormar Corporation (U.S. Hoene Corporation) by deed recorded in Volume 535, Page 16 of the Official Public Records of Comal C:omity, . Texas: Said tlM5 of an acre parcel being more particularly described by metes and bounds as follows with all bearings called for herein based an the Texas: Coordinate System as established from the North American Datum of 198"s (CORS9€) for the South Central Zone: COMMENCING at a fzinch tabor set (capped "RPLS 4907") on the southeasterly right- of-way line of interstate Highway 35 for the most westerly comer of said 0.0480 of an acre parcel same being the most northerly comer of the residua of that certain called 80,47 acre parcel (Tract -1) conveyed to Pate Chen Investments; LLC by deed recorded in THENCE departing said right -of -way tine and with the common line of said (.0480 of an acre parcel with said residue of said 80.47 acre parcel, South 83 deg 58' 35" East, a. distance of 26.81 feet to the most westerly corner and POINT OF BEGINNING of this parcel, same being located on the southeasterly line of air existing 16' with sanitary sewer easement described in Volume 522, Page 777 of said Official Public. Records; existing Y6* sanitary : sewer easement North 59 deg 23' 02" East, a distance of 32-11 feet to a point for the most northerly corner of this parcel, .. ! l� r Easement rights of use granted herein are nonexclusive and irrevocable. The Easement is for the benefit of Holder. Purpose of Easement. The Easement shall be used for public utility purposes, including placement, construction, installation, replacement, repair, maintenance, relocation; removal, and operation of public utility facilities and related appurtenances (the "Facilities"), or making connections thereto. The Easement shall also be used for the purpose of providing access for the operation, repair, maintenance, replacement and expansion of the Facilities and related appurtenances. 4. Term. Easement shall be in perpetuity unless relinquished or abandoned by ordinance or resolution by Grantee. 5. Reservation of fthts. Holder's right to use the Easement Property is nonexclusive, and Grantor and Grantor's heirs, successors, and assigns retain the right to use all or part of the Easement Property in conjunction with Holder under the following conditions. such use by Grantor and Grantor's heirs, successors, and assigns does not interfere with the use of the Easement Property by Holder for the Easement Purpose; and Grantor may not construct any building, structure or obstruction on the Easement Property. Grantor retains the right to convey to others the right to use all or part of the Easement Property in conjunction with Holder, as long as such further conveyance is subject to the terms of this agreement. Written approval of Holder must be obtained prior to any use or improvement of Easement Property not permitted herein. 6. Temporary Construction- Easement. Holder has the right (the "Temporary Construction Easement") to use the surface of the 20-foot wide area adjacent to the Easement Property ( "Temporary Construction Area "), to assist in the initial installation and as may be reasonably necessary to maintain, repair, and replace the Facilities within the Easement Property; However, Holder must promptly restore the area of the Temporary Construction Area to its previous physical condition if changed by use of the rights granted by this Temporary Construction Easement. 7. Improvement and Maintenance of Easement Property. Subject to the provisions of Section &, immediately below, improvement and maintenance of the Easement Property and the Facilities will be at the sole expense of Holder. Holder has the right to eliminate any encroachments installed on the Easement Property in violation of the terms set forth in this instrument. Holder has the right to construct, install, maintain; replace, and remove the Facilities under or across any portion of the Easement Property. AlI matters concerning the Facilities and their configuration, construction, installation, maintenance, replacement, and removal are at Holder's sole discretion, subject to performance of Holder's obligations under this agreement. Holder has the right to remove or relocate any fences or other encroachments within the Easement Property or along its boundary lines if reasonably necessary to construct, install, maintain; replace, or remove the Facilities. Holder will also replace to their original condition any landscaping, driveways or parking areas that were in existence prior to the granting . of the Easement Property and are damaged in connection with the work. 8. Maintenance of Surface Easement PropertyfPermitted Improvements Notwithstanding any contrary provision, Grantor shall retain the obligation to maintain the surface of the Easement Property, including the obligation to regularly mow or cut back vegetation and to keep the surface of the Easement Property free of litter, debris, or trash. Any permitted improvement made by Grantor within the Easement Property must comply with applicable ordinances; development codes and engineering guidelines of the City of Schertz, and must not conflict with use of the Easement for its intended purpose as described herein. 9. Driveway. Nothing in this agreement shall prevent the Grantor from constructing a permitted driveway within the Easement Property in accordance with the provisions of paragraphs 5 and 8 above. 10. Equitahle Rights of Enforcement. This Easement may be enforced by restraining orders and injunctions (temporary or permanent) prohibiting interference and commanding compliance. Restraining: orders and injunctions will be obtainable on proof of the existence of interference or threaten -d interference, Without the necessity of proof of inadequacy of legal remedies or irreparable harm, and will be obtainable only by the parties to or those benefited by this agreement; provided, however,, that the act of obtaining an injunction or restraining order will not be deemed to be an election of remedies or a waiver of any other rights or remedies available at law or in equity. 11. Attorney's Fees. If either party retains an attorney to enforce this agreement, the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other costs. 12. Binding Effect This agreement binds and inures to the benefit of the parties and their respective heirs, successors; and permitted assigns. 13. Choice of Law. This agreement will be construed under the laws of the state of Texas, without regard to choice -of -law rules of any jurisdiction. Venue is in the county or counties in which the Easement Property is located. 14. Counterparts. This agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument. 15. Waiver of Default. It is not a waiver of or consent to default if the non - defaulting party fails to declare immediately default or delays in taking any action. Pursuit of any remedies set forth in this agreement does not preclude pursuit of other remedies in this agreement or provided by law: 16. Further Assurances. Each signatory party agrees to execute and deliver any additional documents and instruments and to perform any additional acts necessary or appropriate to perform the terms, .provisions, and conditions of this agreement and all transactions contemplated by this agreement. 17. Integration. This agreement contains the complete agreement of the parties and cannot be varied except by written agreement of the parties. The parties agree that there are no oral agreements, representations, or warranties that are not expressly set forth in this agreement. 18. Exceptions to Warranty. This grant is subject to any and all encumbrances and easements of record, to the extent the same are valid and enforceable. 19. Legal Construction Any provision in this agreement is for any reason unenforceable, to the extent the unenforceabiHty does not destroy the basis of the bargain among the parties, the unenforceability will not affect any other provision hereof, and this agreement will be construed asifthe rmenforceable;provision had never been a part of the agreement Whenever context requires, the singular will include the plural and neuter include the masculine or feminine. gender, and vice versa. Article and section headings in this agreement are for reference only and are not intended to restrict or define the text of any section. This agreement will not be construed more or less favorably between the parties by reason of authorship or origin of language. 20. Xotices. Any notice required or permitted under this agreement must be in writing. Any notice .required by this agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid; certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this agreement. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. 21. RecitalslExhihits. Any recitals in this agreement are represented by the parties to be accurate; and constitute a part of the substantive agreement. All exhibits referenced herein are attached hereto and incorporated by reference herein for all purposes. 21 Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any oral representation or modification concerning this instrurent shall be of no force and effect except for any subsequent modification in writing, signed by the party to be charged. IN WITNESS WATREOF, this instrument is executed this 1° LF day of M i;4A i 2018. GRANTOR- ( / � -- COUNTY OF Co The undersigned, ` t' Y " "" .y`' "' as Jefferson Bank, hereby joins in the execution of this Agree agreement to the terms and provisions hereof, and to confirm a by the undersigned, whether by Reed of Trust, reservation in a otherwise, are subject and subordinate to the terms and provi: easement, as the same may be amended or modified from ti preceding general statement, it is agreed that the following li+ terms of this Water and Wastewater Easement Agreement: Grantor: Michael Scott Turner, Trustee: Richard J. Petilt, R .July 22, 2008, Recorded: August Opt, 2008, in County Clerk Official .Public records, of Comal County, Texas. Said Not Agreement: Dated: May 25, 2010, but effective May 09, 20101 Clerk's 1,71e No. 201006017252, of the Cffzciul Public records, and Deed of Trust modified by Agreement: Dated: ,Tame 11, Recorded.-,June 13, 2012, in County Clerk's File No. 2012060 File No. 201206022570, of the Official Public Records of Com JEFFERSON By: ice! Name: Title: S'T'ATE OF --Le- icy § r, § COUNTY OF "°� Ty, This instrument was acknowledged before me on byati as behalf of said bank, c. of 1- — ient to evidence its consent and J agree that any and all liens held eed, constitutional, contractual or )ns of this water and wastewater ie-to -time. Without limiting the is are hereby subordinated to the teed of Trust to secure a Note: eftcicirJr. .Jefferson Bank Dated: File No. 200806029970, of the and Deed of Trust mad{(ted by corded: May 27, 2010, in County 'Coma County, Texas. Said Note 012, brrt effective May 09, 2012 713 rerecorded in County C'lerk's I County, Texas. day of_Ti 2018, i of fetter of n Baiik. on of Texas " st )ires:. 1 2'z? - - -, 20 MEMOM CITY OF SCHERTZ, TEXAS; a Texas home -rule municipality 0 ATTEST: Brenda Dennis, City Secretary THE STATE OF TEXAS This instrument was acknowledged before me on , 2018, by of the City of Schertz, Texas, a Texas home - rule municipality, on behalf of said municipality. Notary Public Signature (seal) EXHIBIT "A" SKETCH OF EASEMENT PROPERTY O5 F� E HE 04 M1 E c1�JM NM d? , hC PPE; Ctl'dka bv.; LECND E PoItt or NEMIAMG mUND T T K6NL w -'.... m iA' RAW iCdPnm.RP15 140011 CORPORATION AC P.16 ` c t k90P ^h iENA5 t1615iR§ItOY Y¢ 9pUtURE RiiES:'fM65 dWgNAL JOx §sDaz -orz -Ps EXHIBIT "A" A S� K YAP' ,7 t THE FAIRWAYS AT SCENIC HILLS HOMEOWNERS ASSOCIATTON 0'8 13 -AC DOCJy :200A06046291 MICHAEL. SCOTT TURNER 4.735 AC OOC� 200606009899 PATE CHEN. INVESTMENTS, LLC RESIDUE OF 80A7 AC (TRACT. 1) DOC# .201106022679 SOale: VARRELE WIDTH UNLRY .EASEMENT 6E1NG A 0.239 OF AN ACRE (10.388 SOUARE HER PARCEL OG LAND OUT OF THE RArAEL GARZA, SURVEY NA 98, AOSTRACT NO 175 COMAL COUNW, TEXAS, UftTHER BONN OUT OF THAT CEWAIN 4.135 ACRES OF LAND CONVEYED TO MiCIREL SCOTT TURNER SY DEED RECORDED IN DOCUMENT NO 200fi't16G0 §e §S OFFICIAL PUBUC RECORDS,: CONRL COUNTY, TEXAS. I EGAL. UES.M1' -ICti ?RCPARCD TO N- - BSTAI' F CH4AY 35 z , MAL COUNi'P, TEXAS FA� TA UT L17Y EASFMi Y1 EXAIBIT _. fwklftlewl . 1> River City Engineering 1011. W. County Line Road * NEW BRAUNFUS, TX 78130 PHONE (60) 625-03,17 FAX (930) 625 =0858 H11dtS bar S@rMtLe0M Fine Registaxon #101931949 VARIABLE WIDTH UTILITY EASEMENT Exilitud --- Being a 0,239 of an acre (10388 square Inert parcel of land out of the Rafael Garen Survey No, 98, Abstratu No, 175, Gvmal County, Tetras, buffer being out of that certain called 4-735 acre parcel conveyed to Michael Scott. Tamer by decd recorded in Docurent No. 200606009899 of the Official Public Records of Comal County, Texas; Said (1239 of an acre parcel being more particularly described by metes and bounds as follows with all bearings called for herein based on the Texas Coordinate System as established from the North American Datum, of 1983 (CORS96) for the South Central i_one:. BEGINNING at a TXDOT monument mend on the southeasterly fight -of -wag line of Interstate Highway 15 for the most northerly comer and POINT OF BEGINNING of this barrel, same being the most westerly corner of that certain called 0.813 of air acre parcel conveyed to The Fairways at Scenic Hills Homeowners Association by deed recorded in Document No, 200406046291 of said Official Public Records THENCE departing said right -of rvay line and with the common line of said 4.735 acre parcel with said 0-813 of an acre parcel, the following three (3) courses; 1). South 45 deg 22' 41'" East, a distance of 64.27 feet to a 'f inch rebar set (capped "RPLS 490T') for angle; 21. South 72 dog 14' 38" East, a distance of 48.02 feet to a''/I inch refer set (capped "RPLS 4907 ") for angle;. 3), North 82 deg 36' 39" East, a distance of 120.77 feet to a'1 inch rebar set (capped "RPLS 490711) on the southwesterly right-of-way line of Country Club Blvd, for an exterior corner of this parcel, THENCE with said rigs -ofway line of Country Cl ub Blvd,, South 30 deg 10' 44" East, a distance of 21.69 feet to a point for an exterior comer of this parcel, THENCE departing said right -of =way tine and crossing said 4.735 acre parcel, the following five (5) courses:. 1.). South E2 deg 36' 39" West, a distance of 133.63 feet to a paint tar augie 2). North 72 deg 14' 38" West, a distance of 57,26 feet to a point for angle;: 3). North 45 lies 2T 41" West, a distance of 55.62 feet to a point for angle;. Page I.of 2. (Cont.) VARIABLE WH)TH UTILrrY EASEMENT 4). South 59 deg 20' 57" West, a distance of 111..26 feettoapoint for angle;. 5). South fit: dcg 48' 22" West, a distance of 316.92 feetto a point for the most southwesterly comer of this parcel; THENCE North 59 deg 08' 45" Fast, a distance of 250.62 feet to a N inch rebar set on The aforementioned right-of-way line of interstate l'lighway 35 for angle, THENCE with said right-of-way line, North 59 deg 20' 5T'EasL a distance 01' 192.41 feat to the POINT OF BEGINNING and containing 0.239 of an acre (10,388 square feet) of land. David A. Lamberts R P.L.S. No. 4907 J.Q. No. 6097 -02-P5 (Drawing prepared to accompany this description) Page 2 .of 2. Agenda No. 5 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Engineering Subject: Resolution No. 18 -R -76 - A Resolution by the City of Schertz authorizing an Agreement to Contribute Right of Way Funds (Fixed Price) with TxDOT for the FM 1518 Improvement Project. BACKGROUND Significant current and anticipated growth in the southern part of the City of Schertz and surrounding communities have led to the need for the expansion of FM 1518 between FM 78 and IH 10. In 2015, Schertz residents voted to approve a bond measure that included $5 million in funding for improvements to FM 1.51.8. That funding was combined with funding from the Texas Department of Transportation (TxDOT) and federal funds awarded through the Alamo Area Metropolitan Planning Organization (AAMPO) to realize a combined total of $19.5 million in funding for the project. That amount of funding was determined to be enough for only a portion of the necessary improvements. TxDOT approached the City of Schertz late in 2017 . about the possibility of partnering with TxDOT and Bexar County to apply for additional federal funding from AAMPO in an effort to fully fund the planned improvements to FM 1518 from FM 78 to IH 10. The proposed improvements include expansion from 2 lanes to 4 lanes with medians, turn lanes, sidewalks, and shared use paths. It was determined that additional participation by the City of Schertz in the amount of $5 million would be appropriate. City Council passed Resolution 17 -R -108 committing the additional $5 million for a total of $10 million funding contribution toward the FM 1518 improvement project. In accordance with TxDOT funding procedures, allocation of the $10 million will be made as follows: The City is responsible for 1.0% of the estimated cost of the right of way and reimbursable utility relocations located within the city limits — $600,656. The balance of the City's $10 million contribution ($9,399,344) will go toward construction of the improvements. In order to formalize the arrangement with TxDOT, the City must enter into an Agreement to Contribute Right of Way Funds (Fixed Price) with TxDOT Construction of Improvements to FM 1518 and provide payment to TXDoT in the amount of $600,656 so that right of way acquisition offers can proceed. The remaining funds will be obligated to TxDOT through a separate agreement. GOAL The goal of Resolution 18 -R -76 is Council authorization of an Agreement to Contribute Right of Way Funds (Fixed Price) with TxDOT for the FM 1518 improvement project. C 1 The partnership with TxDOT on the improvements to FM 1518 supports the City's policy values of a Safe City with strong Essential Services and is also contributes to Fiscal Sustainability by leveraging City funds of $10 million dollars for the project which currently has a construction cost estimate of $44,780,000. Improvements to FM 1.518 within the City of Schertz will provide a significant improvement to travel safety and ease along an arterial roadway segment that is a critical piece of the City's thoroughfare network. Staff recommends that Council authorize the Agreement to Contribute Right of Way Funds (Fixed Price) with TxDOT and fund $600,656 toward the FM 151.8 Improvement Project from FM 78 toIH10. FISCAL IMPACT Under the terms of the Fixed Price Agreement, the City of Schertz is required to pay $600,656. The source of the funding is revenue from bonds issued based on the November 2015 Proposition 1. ATTACHMENTS Resolution 18 -R -76 Fixed Price Agreement to Contribute Right of Way Funds with TxDOT for FM 1.51.8 Resolution 15 -R -104 Canvass of November 3, 2015 Bond Election Resolution 1.7 -R -108 FM 151.8 Phase 2 Funding Contribution RESOLUTION NO. 18 -R -76 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, AUTHORIZING AN AGREEMENT TO CONTRIBUTE RIGHT OF WAY FUNDS (FIXED PRICE) WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR THE FM 1518 IMPROVEMENT PROJECT WHEREAS, the Texas Department of Transportation (TxDOT) has been authorized to undertake and complete an improvement project generally described as an expansion of FM 1518. WHEREAS, the voters of the City of Schertz (City) passed a bond measure on November 3, 2015, authorizing the City Council to issue bonds for the purpose of making public improvements to FM 1.51.8. WHEREAS, the City Council passed Resolution 17 -R -108 on November 28, 2017, committing additional funding for an additional phase of improvements to FM 151.8 to bring the total commitment from the City of Schertz to $10 million. WHEREAS, the City Council finds that it is in the best interest of the City to enter into the Agreement to Contribute Right of Way Funds (Fixed Price) with TxDOT. BE IT RESOLVED BY THE CITY COUNCILL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the Acting City Manager to execute the Agreement to Contribute Right of Way Funds (Fixed Price) with TxDOT in substantially the form set forth on Exhibit A and authorizes payment to TxDOT of $600,656. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, 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 IOth day of July, 2018. ATTEST: City Secretary, Brenda Dennis (CITY SEAL) CITY OF SCHERTZ, TEXAS Mayor, Michael R. Carpenter M EXHIBIT A County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § AGREEMENT TO CONTRIBUTE RIGHT OF WAY FUNDS (FIXED PRICE) THIS AGREEMENT is made by and between the State of Texas, acting through the Texas Department of Transportation, (the "State "), and the City of Schertz, Texas, acting through its duly authorized officials (the "Local Government "). WITNESSETH WHEREAS, Texas Transportation Code §§ 201.103 and 222.052 establish that the State shall design, construct, and operate a system of highways in cooperation with local governments; and WHEREAS, Texas Transportation Code, §§ 201.209 authorizes the State and a Local Government to enter into agreements in accordance with Texas Government Code, Chapter 791; and WHEREAS, the State has deemed it necessary to make certain highway improvements on Highway No.: FM 1103 from IH 35 to the Guadalupe County Line( RCSJ 1268 -01 -014) and from the Comal County Line to Rodeo Way (RCSJ: 1268 -02 -028), and this section of highway improvements will necessitate the acquisition of certain right of way and the relocating and adjusting of utilities (the "Project "); and WHEREAS, the Local Government requests that the State assume responsibility for acquisition of all necessary right of way and adjustment of utilities for this highway project; and WHEREAS, the Local Government desires to enter into a fixed price joint participation agreement pursuant to 43 TAC §15.52 to contribute to the State funding participation as defined in 43 TAC §15.55 for the cost of acquiring the right of way and relocating or adjusting utilities for the proper improvement of the State Highway System; WHEREAS, the Governing Body of the Local Government has approved entering into this agreement by resolution or ordinance dated , 20_, which is attached to and made a part of this agreement as Attachment A. A map showing the Project location appears in Attachment B, which is attached to and made a part of this agreement. NOW THEREFORE, the State and the Local Government do agree as follows: Agreement to Contribute - Fixed Price Page 1 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development AGREEMENT 1. Agreement Period This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed. This agreement shall remain in effect until the Project is completed or unless terminated as provided below. 2. Termination This agreement shall remain in effect until the Project is completed and accepted by all parties, unless: A. The agreement is terminated in writing with the mutual consent of the parties; B. The agreement is terminated by one party because of a breach, in which case any cost incurred because of the breach shall be paid by the breaching party; or C. The Project is inactive for thirty -six (36) months or longer and no expenditures have been charged against federal funds, in which case the State may in its discretion terminate this agreement. 3. Local Project Sources and Uses of Funds A. The total estimated cost of the Project is shown in Attachment C, Project Budget Estimate and Payment Schedule, which is attached to and made a part of this agreement. The expected cash contributions from the Federal or State government, the Local Government, or other parties is shown in Attachment C. The Local Government shall pay to the State the amount shown in Attachment C as its required contribution of the total cost of the Project and shall transmit to the State with the return of this agreement, duly executed by the Local Government, a warrant or check for the amount and according to the payment schedule shown in Attachment C. B. The Local Government's fixed price contribution set forth in Attachment C is not subject to adjustment unless: 1. site conditions change; 2. work requested by the Local Government is ineligible for federal participation; or 3. the adjustment is mutually agreed on by the State and the Local Government. C. If the Local Government will perform any work under this contract for which reimbursement will be provided by or through the State, the Local Government must complete training before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on the Project successfully completes and receives a certificate for the course entitled Local Government Project Procedures Qualification for the Texas Department of Transportation. The Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Agreement to Contribute - Fixed Price Page 2 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not designated a qualified individual to oversee the Project. D. Whenever funds are paid by the Local Government to the State under this agreement, the Local Government shall remit a warrant or check made payable to the "Texas Department of Transportation Trust Fund." The warrant or check shall be deposited by the State in an escrow account to be managed by the State. Funds in the escrow account may only be applied to this highway project. E. Notwithstanding that this is a fixed price agreement, the Local Government agrees that in the event any existing, future, or proposed Local Government ordinance, commissioner's court order, rule, policy, or other directive, including, but not limited to, outdoor advertising or storm water drainage facility requirements, is more restrictive than State or federal regulations, or any other locally proposed change, including, but not limited to, plats or re- plats, results in any increased costs to the State, then the Local Government will pay one hundred percent (100 %) of all those increased costs, even if the applicable county qualifies as an Economically Disadvantaged County (EDC). The amount of the increased costs associated with the existing, future, or proposed Local Government ordinance, commissioner's court order, rule, policy, or other directive will be determined by the State at its sole discretion. F. If the Local Government is an EDC and if the State has approved adjustments to the standard financing arrangement, this agreement reflects those adjustments. G. If the Project has been approved for an "incremental payment" non - standard funding or payment arrangement under 43 TAC §15.52, the budget in Attachment C will clearly state the incremental payment schedule. 4. Real Property in Lieu of Monetary Payment A. Contributions of real property may be credited to the Local Government's funding obligation for the cost of right of way to be acquired for this project. Credit for all real property, other than property which is already dedicated or in use as a public road, contributed by the Local Government to the State shall be based on the property's fair market value established as of the effective date of this agreement. The fair market value shall not include increases or decreases in value caused by the project and should include the value of the land and improvements being conveyed, excluding any damages to the remainder. The amount of any credit for real property contributed for this project is clearly shown in Attachment C. B. The Local Government will provide to the State all documentation to support the determined fair market value of the donated property. This documentation shall include an appraisal of the property by a licensed appraiser approved by the State. The cost of appraisal will be the responsibility of the State. The State will review the submitted documentation and make a final determination of value; provided however, the State may perform any additional investigation deemed necessary, including supplemental appraisal work by State employees or employment of fee appraisers. Agreement to Contribute - Fixed Price Page 3 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development C. Credit shall be given only for property transferred at no cost to the State after the effective date of this agreement and the issuance of spending authority, and only for property which is necessary to complete this project, has title acceptable to the State, and is not contaminated with hazardous materials. Credit shall be in lieu of monetary contributions required to be paid to the State for the Local Government's funding share of the right of way to be acquired for this project. The total credit cannot exceed the Local Government's matching share of the right of way obligation under this agreement, and credits cannot be reimbursed in cash to the Local Government, applied to project phases other than right of way, nor used for other projects. D. In the event the Local Government's monetary contributions to the State for acquisition of right of way, when added to its real property credits, exceed the Local Government's matching share of the right of way obligation, there will be no refund to the Local Government of any portion of its contributed money. 5. Amendments Amendments to this agreement due to changes in the character of the work, terms of the agreement, or responsibilities of the parties relating to the Project may be enacted through a mutually agreed upon, written supplemental agreement. 6. Notices All notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid, to the following addresses: Local Government: City Manager City of Schertz 1400 Schertz Parkway Schertz, TX 78154 State: Director of Right of Way Division Texas Department of Transportation 125 E. 11 t" Street Austin, Texas 78701 All notices shall be deemed given on the date delivered or deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail and that request shall be honored and carried out by the other party. Agreement to Contribute - Fixed Price Page 4 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development 7. Remedies This agreement shall not be considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this agreement and shall be cumulative. 8. Legal Construction If one or more of the provisions contained in this agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provisions and this agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision. 9. Responsibilities of the Parties The State and the Local Government agree that neither party is an agent, servant, or employee of the other party and each party agrees it is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives, and agents. 10. Compliance with Laws The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this agreement. When required, the Local Government shall furnish the State with satisfactory proof of this compliance. 11. Sole Agreement This agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the subject matter of this agreement. 12. Ownership of Documents Upon completion or termination of this agreement, all documents prepared by the State shall remain the property of the State. All data prepared under this agreement shall be made available to the State without restriction or limitation on their further use. All documents produced or approved or otherwise created by the Local Government shall be transmitted to the State in the form of photocopy reproduction on a monthly basis as required by the State. The originals shall remain the property of the Local Government. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. 13. Inspection of Books and Records The Local Government shall maintain all books, papers, accounting records and other documentation relating to costs incurred under this agreement and shall make such materials available to the State and, if federally funded, the Federal Highway Agreement to Contribute - Fixed Price Page 5 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development Administration (FHWA) or their duly authorized representatives for review and inspection at its office during the contract period and for four (4) years from the date of completion of work defined under this agreement or until any impending litigation, or claims are resolved. Additionally, the State and FHWA and their duly authorized representatives shall have access to all the governmental records that are directly applicable to this agreement for the purpose of making audits, examinations, excerpts, and transcriptions. 14. State Auditor The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this agreement or indirectly through a subcontract under this agreement. Acceptance of funds directly under this agreement or indirectly through a subcontract under this agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 15. Procurement and Property Management Standards The parties shall adhere to the procurement standards established in Title 49 CFR §18.36 and with the property management standard established in Title 49 CFR §18.32. 16. Civil Rights Compliance The parties to this agreement shall comply with the regulations of the U.S. Department of Transportation as they relate to nondiscrimination (49 CFR Part 21 and 23 CFR Part 200), and Executive Order 11246 titled "Equal Employment Opportunity," as amended by Executive Order 11375 and supplemented in the Department of Labor Regulations (41 CFR Part 60). 17. Applicability of Federal Provisions Articles 18 through 23 only apply if Federal funding is used in the acquisition of right of way or the adjustment of utilities. 18. Office of Management and Budget (OMB) Cost Principles In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in OMB Circular A -87 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 19. Disadvantaged Business Enterprise (DBE) Program Requirements A. The parties shall comply with the DBE Program requirements established in 49 CFR Part 26. B. The Local Government shall adopt, in its totality, the State's federally approved DBE program. Agreement to Contribute - Fixed Price Page 6 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development C. The Local Government shall set an appropriate DBE goal consistent with the State's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall have final decision - making authority regarding the DBE goal and shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation's Federally - Approved Disadvantaged Business Enterprise by Entity and attachments found at web address ttp:l /txdotegov /businessi usiness outreach /mou.htm. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) - assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non - discrimination in award and administration of DOT - assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and the Program Fraud Civil Remedies Act of 1986 (31 USC 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub - contractor) must include the following assurance: The contractor, sub - recipient, or sub - contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 20. Debarment Certification The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this agreement, the Local Government certifies that it is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549 and further certifies that it will not do business with any party that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this Agreement to Contribute - Fixed Price Page 7 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development contract to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. 21. Lobbying Certification In executing this agreement, each signatory certifies to the best of that signatory's knowledge and belief, that: A. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with federal contracts, grants, loans, or cooperative agreements, the signatory for the Local Government shall complete and submit the Federal Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. C. The parties shall require that the language of this certification shall be included in the award documents for all sub - awards at all tiers (including subcontracts, sub - grants, and contracts under grants, loans, and cooperative agreements) and all sub - recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 USC §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. Agreement to Contribute - Fixed Price Page 8 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development distribution of federal money. The DUNS may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D &B) on -line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five (5) executives to the State if: i. More than 80% of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and ii. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. 23. Single Audit Report A. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98- 502, ensuring that the single audit report includes the coverage stipulated in OMB Circular A -133. B. If threshold expenditures of $500,000 or more are met during the Local Government's fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Audit Office, 125 E. 11th Street, Austin, TX 78701 or contact TxDOT's Audit Office at http: / /txdot.gov/ inside- txdot/office /audit /contact.html C. If expenditures are less than $500,000 during the Local Government's fiscal year, the Local Government must submit a statement to TxDOT's Audit Office as follows: "We did not meet the $500,000 expenditure threshold and therefore, are not required to have a single audit performed for FY " D. For each year the project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the agreement, unless otherwise amended or the project has been formally closed out and no charges have been incurred within the current fiscal year. 24. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. Agreement to Contribute - Fixed Price Page 9 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268-01-014 & 1268-02-028 CCSJ: 1268-01-013 & 1268-02-027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. THE LOCAL GOVERNMENT Signature Typed or Printed Name Title Date THE STATE OF TEXAS Gus E. Cannon, CTCM Director, Right of Way Division Texas Department of Transportation MR Agreement to Contribute - Fixed Price Page 10 of 10 City of Schertz County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development �ICTIIWI 11 zRiel IkIII I • 0 IM ' • . t Agreement to Contribute ROW Funds Page 1 of 1 Attachment A County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268 -01 -014 & 1268 -02 -028 CCSJ: 1268 -01 -013 & 1268 -02 -027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development LOCATION MAP SHOWING PROJECT " RCSJ : 1268 -02 -028 Agreement to Contribute ROW Funds Page 1 of 1 Attachment B County: Coma[ & Guadalupe District: 15 - San Antonio ROW CSJ: 1268-01-014 & 1268-02-028 CCSJ: 1268-01-013 & 1268-02-027 Federal Project #: N/A Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT C PROJECT BUDGET ESTIMATE AND PAYMENT SCHEDULE RCSJ: 1268-01-014 Right of Way $482, 601.81 90% $434,341.62 10% 1$48,260.18 Acquisition Reimbursable $276,490.00 90% $248,841.00 7,649.00 Utility Adjustments I I RCSJ: 1268-02-028 Description Total Estimated Cost State Participation Local Participation % lCost % Cost Right of Way $776,675.16 90% $699,007.64 10% $77,667.51 Acquisition Reimbursable $276,490.00 90% $248,841.00 10% $27,649.00 Utility Adjustments I TOTAL $1,053,165.16 90% 1 $947,848.64 10% $1 05,316.51 City of Schertz total estimated contribution: $181,225.69 The estimated contribution is based solely on parcels that are located in the City of Schertz. Except as otherwise provided in the Agreement, the fixed amount of Local Government participation will be that amount provided above. Agreement to Contribute ROW Funds Page 1 of 1 Attachment C RESOLUTION NO. 15 -R -104 A RESOLUTION CANVASSING THE RETURNS AND DECLARING THE RESULTS OF A BOND ELECTION; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, on August 4, 2015, the City Council (the Council) of the City of Schertz, Texas (the City) ordered an election to be held on November 3, 2015 for the purpose of determining whether the resident, qualified voters of the City would authorize the issuance of general obligation bonds by the City; and WHEREAS, the Council has reviewed and investigated all matters pertaining to this election, including the resolving, notices, election officers, holding, and returns thereof, and WHEREAS, the Council hereby canvasses the returns of this election, at which there were submitted to all resident, qualified voters of the City for their action thereupon, the following propositions: and PROPOSITION NO. 1 "Shall the City Council of the City of Schertz, Texas be authorized to issue and sell one or more series of general obligation bonds of the City in the aggregate principal amount of not more than $7,000,000 for the purpose of making permanent public improvements or other public purposes, to wit: designing, acquiring, constructing, renovating, improving, and equipping City street (primarily FM 1103 and FM 1518), curb, sidewalk, and gutter improvements, demolition, repair, and rebuilding of new and existing streets, completing necessary or incidental utility relocation and drainage in connection with the foregoing and the purchase of land, easements, rights -of -way, and other real property interests necessary therefor or incidental thereto, such bonds to mature serially or otherwise (not more than forty (40) years from their date) in accordance with law; and any issue or series of said bonds to bear interest at such rate or rates (fixed, floating, variable or otherwise) as may be determined within the discretion of the City Council, provided that such rate of interest shall not exceed the maximum rate per annum authorized by law at the time of the issuance of any issue or series of said bonds; and shall the City Council of the City be authorized to levy and pledge, and cause to be assessed and collected, annual ad valorem taxes, within the limitations prescribed by law, on all taxable property in said City sufficient to pay the annual interest and provide a sinking fund to pay the bonds at maturity and the cost of any credit agreements executed in connection with the bonds?"; PROPOSITION NO. 2 "Shall the City Council of the City of Schertz, Texas be authorized to issue and sell one or more series of general obligation bonds of the City in the aggregate principal amount of not more than $8,000,000 for the purpose of making permanent public improvements 35663164.1 or other public purposes, to wit: acquiring, constructing, improving, renovating, and equipping public safety facilities (to include a new fire station), acquiring lands and rights -of -way necessary thereto, and completing related landscaping, such bonds to mature serially or otherwise (not more than forty (40) years from their date) in accordance with law; and any issue or series of said bonds to bear interest at such rate or rates (fixed, floating, variable or otherwise) as may be determined within the discretion of the City Council, provided that such rate of interest shall not exceed the maximum rate per annum authorized by law at the time of the issuance of any issue or series of said bonds; and shall the City Council of the City be authorized to levy and pledge, and cause to be assessed and collected, annual ad valorem taxes, within the limitations prescribed by law, on all taxable property in said City sufficient to pay the annual interest and provide a sinking fund to pay the bonds at maturity and the cost of any credit agreements executed in connection with the bonds?"; and WHEREAS, the Council has diligently inquired into the poll lists and the official election returns which were duly and lawfully made to the Council by the judges and clerks holding and conducting such election; the poll lists and the official election returns showing separately the votes cast in the election; and WHEREAS, from these returns, this Council hereby fmds that the following votes were cast in the election by voters who were resident, qualified voters of the City: PROPOSITION NO. 1 "THE ISSUANCE OF NOT TO EXCEED $7,000,000 OF CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION BONDS FOR STREETS (PRIMARILY FM 1103 AND FM 1518), BRIDGES, AND SIDEWALK IMPROVEMENTS, AND THE LEVYING OF A TAX IN PAYMENT THEREOF" *Includes 4 provisional ballots ** Includes 2 provisional ballots PROPOSITION NO.2 "THE ISSUANCE OF NOT TO EXCEED $8,000,000 OF CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION BONDS FOR PUBLIC SAFETY FACILITIES, INCLUDING A NEW FIRE STATION, AND THE LEVYING OF A TAX IN PAYMENT THEREOF" -2- 35663164.1 For Against Early Votes* 1141 434 Election Day Votes ** 914 326 TOTAL 2055 760 *Includes 4 provisional ballots ** Includes 2 provisional ballots PROPOSITION NO.2 "THE ISSUANCE OF NOT TO EXCEED $8,000,000 OF CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION BONDS FOR PUBLIC SAFETY FACILITIES, INCLUDING A NEW FIRE STATION, AND THE LEVYING OF A TAX IN PAYMENT THEREOF" -2- 35663164.1 *Includes 4 provisional ballots ** Includes 2 provisional ballots IT IS ACCORDINGLY FOUND, DECLARED, AND ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: SECTION l: The Council officially finds, determines, and declares that the election was duly and properly ordered, that proper legal notice of such election was duly given in the English language and the Spanish language (to the extent required by law), that proper election officers were duly appointed prior to the election, that the election was duly and legally held, that all resident, qualified voters of the City were permitted to vote at the election, that due returns of the results of the election had been made and delivered, and that the Council has duly canvassed such returns, all in accordance with the laws of the State of Texas and of the United States of America, and the order calling the election. SECTION 2: A MAJORITY of the resident, qualified voters of the City of Schertz, Texas voting in such election, having voted FOR the authorization and issuance of $7,000,000 of bonds and the levy and pledge of the tax in payment thereof as provided in Proposition No. 1, the Council hereby finds and determines that Proposition No. 1 carried at the election, that the election was duly called, that proper notice was given, and that the election was held in all aspects in conformity with the law, and that the Council is hereby accordingly authorized to issue the bonds and to levy the tax in accordance with the authority granted in the Proposition and with law. SECTION 3: A MAJORITY of the resident, qualified voters of the City of Schertz, Texas voting in such election, having voted FOR the authorization and issuance of $8,000,000 of bonds and the levy and pledge of the tax in payment thereof as provided in Proposition No. 2, the Council hereby finds and determines that Proposition No. 2 carried at the election, that the election was duly called, that proper notice was given, and that the election was held in all aspects in conformity with the law, and that the Council is hereby accordingly authorized to issue the bonds and to levy the tax in accordance with the authority granted in the Proposition and with law. SECTION 4: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Council. SECTION 5: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. -3- 35663164.1 For A ainst Early Votes* 1135 434 Election Day Votes ** 907 331 TOTAL 2042 765 *Includes 4 provisional ballots ** Includes 2 provisional ballots IT IS ACCORDINGLY FOUND, DECLARED, AND ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: SECTION l: The Council officially finds, determines, and declares that the election was duly and properly ordered, that proper legal notice of such election was duly given in the English language and the Spanish language (to the extent required by law), that proper election officers were duly appointed prior to the election, that the election was duly and legally held, that all resident, qualified voters of the City were permitted to vote at the election, that due returns of the results of the election had been made and delivered, and that the Council has duly canvassed such returns, all in accordance with the laws of the State of Texas and of the United States of America, and the order calling the election. SECTION 2: A MAJORITY of the resident, qualified voters of the City of Schertz, Texas voting in such election, having voted FOR the authorization and issuance of $7,000,000 of bonds and the levy and pledge of the tax in payment thereof as provided in Proposition No. 1, the Council hereby finds and determines that Proposition No. 1 carried at the election, that the election was duly called, that proper notice was given, and that the election was held in all aspects in conformity with the law, and that the Council is hereby accordingly authorized to issue the bonds and to levy the tax in accordance with the authority granted in the Proposition and with law. SECTION 3: A MAJORITY of the resident, qualified voters of the City of Schertz, Texas voting in such election, having voted FOR the authorization and issuance of $8,000,000 of bonds and the levy and pledge of the tax in payment thereof as provided in Proposition No. 2, the Council hereby finds and determines that Proposition No. 2 carried at the election, that the election was duly called, that proper notice was given, and that the election was held in all aspects in conformity with the law, and that the Council is hereby accordingly authorized to issue the bonds and to levy the tax in accordance with the authority granted in the Proposition and with law. SECTION 4: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Council. SECTION 5: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. -3- 35663164.1 SECTION 7: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder • this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8: It is officially found, determined, and declared that the meeting at which th Resolution is adopted was open to the public and public notice of the time, place, and subject matter the public business to be considered at such meeting, including this Resolution, was given, all as requir by Chapter 551, as amended, Texas Government Code. I SECTION 9: This Resolution shall be in force and effect from and after its final passage and it is so resolved. PASSED, ADOPTED AND APPROVED this, the !Ik�" t� day of November, 2015. IMURA Rk Brenda Dennis, City Secretary EM -4- 35663164.1 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: WHEREAS, the AAMPO TIP Project - FM 1518 from IH 10 to FM 78 is being submitted by TXDOT for advanced funding of Phase 2; and WHEREAS, the City of Schertz understands the importance of building community partnerships and working with all interested public and private organizations and citizens in developing successful local and regional plans, priorities and funding strategies; and WHEREAS, the 2040 Metropolitan Transportation Plan Vision includes enhancing the safety of the traveling public, advancing alternative modes of transportation, ensuring environmental quality, and increasing accessibility for all users; and WHEREAS, the 2040 Metropolitan Transportation Plan Goals include identify opportunities to improve and enhance the regional transportation system, increasing the efficiency of the transportation system and decrease traffic congestion, supporting economic activity, employment growth and encouraging innovative partnerships, ensuring that transportation planning efforts are coordinated with local land use plans to support future growth and development patterns, and maintaining a focus on safety; and WHEREAS, the Alamo Area Council of Governments (AACOG) is pursuing a Joint Base San Antonio Regional Joint Land Use Study Implementation Strategy that seeks to integrate the JBSA - Randolph Joint Land Use Study from July 2015 into a combined JLUS for all of JBSA; and WHEREAS, the Regional JLUS Implementation Strategy (RJIS) #2 is to utilize capital improvement and infrastructure systems planning for stronger interagency communication/coordination on regional growth and management; and WHEREAS, the movement of people and freight are critical to the metropolitan area's economic vitality and quality of life, as well as to the on- going mission at Joint Base San Antonio- Randolph, and the military community in the AACOG region; and WHEREAS, FM 1518 currently has significant congestion and the land uses will continue to develop along the FM 1518 corridor between FM 78 and I -10; and WHEREAS, FM 1518 is an access corridor for JBSA- Randolph; and WHEREAS, Alamo Area Metropolitan Planning Organization, TXDOT, and the City of Schertz have partnered to address the transportation needs of the traveling public and the military along the FM 1518 corridor; and WHEREAS, FM 1518 is currently under design and has funding for right of way acquisition and limited operational improvements but would require a future phase 2 to be completed; and WHEREAS, the costs increases associated with delaying FM 1518 construction are significant due to inflation and increased congestion impacting the roadway during construction; and WHEREAS, the voters of the City of Schertz passed a bond measure on November 3, 2015, authorizing the City Council to issue bonds for the purpose of making Phase 1 public improvements to FM 1518 in the amount of $5 million; and WHEREAS, the City of Schertz has allocated sufficient bond capacity within the City's Bond Capacity Model for Phase 2 over match funding; and WHEREAS, the City of Schertz is determined to support the FM 1518 improvements project being submitted by TXDOT and to provide an additional over match in the amount of $5 million, bringing the total over match amount to $10 million from the City of Schertz, in order to advance the Phase 2 project into a single phased construction project in order to lower overall cost and more quickly address traffic congestion; NOW THEREFORE BE IT RESOLVED BY THE CITY OF SCHERTZ CITY COUNCIL, that: The voters of the City of Schertz passed a bond measure on November 3, 2015, authorizing the City Council to issue bonds for the purpose of making Phase 1 public improvements to FM 1518 in the amount of $5 million; and The City of Schertz has allocated sufficient bond capacity within the City's Bond Capacity Model for Phase 2 over match funding; and The City of Schertz is determined to support the FM 1518 improvements project being submitted by TXDOT and to provide an additional over match in the amount of $5 million, bringing the total over match amount to $10 million from the City of Schertz, in order to advance the Phase 2 -2- project into a single phased construction project in order to lower overall cost and more quickly address traffic congestion; and Authorizing the City Manager to act on behalf of the City of Schertz in all matters related to the application. Brenda Dennis, City Secretary -3- City Council Meeting: Department: Subject: BACKGROUND Agenda No. 6 CITY COUNCIL MEMORANDUM July 10, 2018 Development Services Resolution No. 18 -R -78 - Consideration and/or action accepting the semiannual reports with respect to the progress of the Capital Improvements Plan, and other matters in connection therewith. (B. James /J. Walters) Section 395.058 (c) (4) of the Texas Local Government Code requires the Capital Improvements Advisory Committee (CIAC) to file semi - annual reports with respect to the progress of the capital improvements plan and report to City Council any perceived inequities in implement the plan or imposing impact fees. Section 90 -158 of the City's Code of Ordinance includes this same requirement. The CIAC is a citizen group made up of our current Planning and Zoning Commission, a real estate -type representative and a resident in the Extraterritorial Jurisdiction, all of whom are appointed by the City Council. Impact fees can only be charged to new development and used in compliance with a specific adopted plan. Projects in the plan must be designed to increase the capacity of our water and sewer unfractured to accommodate our growth. General maintenance or replacing old pipes would not be acceptable uses of these funds. It should be noted that the next semiannual report will also include roadway impact fees. The attached report includes capital recovery balance reports for October 1, 2017 through March 31, 2018 and the draft CIAC minutes from May 9, 2018 and May 23, 2018. Goal To accept the Semi - annual Reports on the revenue and expenditures relating to the water and wastewater impact fees as filed by the City of Schertz Capital Improvements Advisory Committee (CIAC). Community Benefit To ensure compliance with State Law and the City's Code of Ordinances and to ensure that impact fees are being collected and spent in appropriately. Summary of Recommended Action Approve the resolution accepting the semi - annual reports as made up of the draft minutes for the May 9, 2018 and May 23, 2018 CIAC meetings and the Capital Recovery Balance Report. FISCAL IMPACT The report indicates the amounts collected and spent for water and sewer impact fees. RECOMMENDATION Approval of Resolution 18 -R -78 accepting the Semi - annual Reports as filed by the Capital Improvements Advisory Committee. ATTACHMENT(S) Resolution 18 -R -78 Exhibit A: Capital Recovery Balance Report for October 1, 2016 through March 31, 2017 Exhibit B: Draft Minutes for the May 9, 2018 CIAC Meeting Exhibit C: Draft Minutes for the May 23, 2018 CIAC Meeting RESOLUTION NO. 18 -R -78 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS ACCEPTING THE SEMIANNUAL REPORTS WITH RESPECT TO THE PROGRESS OF THE CAPITAL IMPROVEMENTS PLAN, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Capital Improvements Advisory Committee has reviewed the revenue and expenditures relating to the established Capital Recovery Fees in accordance with the Capital Improvements Plan for the City of Schertz; and WHEREAS, the City Council accepts the Semiannual Reports as filed by the Capital Improvements Advisory Committee in accordance with Texas Local Government Code Chapter 395; then BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby accepts the Capital Recovery Balance Report with respect to the progress of the Capital Improvements Plan for the City of Schertz, Texas for the periods of October 1, 2017 through March 31, 2018 as shown in the attached Exhibit A, the draft minutes of the May 9, 2018 City of Schertz Capital Improvements Advisory Committee as shown in the attached Exhibit B, and the draft minutes of the May 23, 2018 Capital Improvements Advisory Committee as shown in the attached Exhibit C. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, 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 10th day of July, 2018. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) EXHIBIT A EXHIBIT B EXHIBIT C CITY OF SCHERTZ CAPITAL RECOVERY IMPACT FEE REPORT OCTOBER 1, 2017 TO MARCH 31, 2018 Oct 1, 2017 to Mar 31, 2018 Beginning Allocated Impact Fee Balance Net Change in Allocted Impact Fees Ending Allocated Impact Fee Balance Beginning Unallocated Impact Fee Balance' Revenues: Impact Fees Interest Earned Investments Income Expenses: Auditor /Accounting Services Investment Mgt Fee - Sewer Total Revenue Over /(Under) Expense Ending Unallocated Impact Fee Balance Estimated Cost of Unfunded Projects Corbett Elevated Tank - RL1 Corbett Ground Storage Tank NE Quad Distribution Mains Impact Fee Study Update Crossvines Batch Plant Expansion Woman Hollering Trunk Line Cibolo West Trunk Line Impact Fee Study Update Total Unfunded Project Costs * * * * * * * * * * * * ** IMPACTS FEES * * * * * * * * * * * * ** Water Sewer Total 2,763,437.41 0.00 2,763,437.41 (5,248.03) 0.00 (5,248.30) 2,757,189.41 0.00 2,757,189.41 4,961,402.41 5,604,060.54 10,565,462.95 836,401.40 470,317.32 1,306,718.72 2,325.23 1,801.76 4,126.99 35,853.27 24,488.21 60,341.48 1,000.00 1,000.00 2,000.00 0.00 2,179.23 2,179.23 873,579.90 493,428.06 1,367,007.96 5,834,982.31 6,097,488.60 11,932,470.91 W 111 of 111 111 of it 111 of 1 111 1/ . 111 111 I/ 1 111 11 9,150,000.00 14,597,848.00 23,747,848.00 Unfunded Projects to Ending Unallocated Impact Fee Balance (2,315,017.50) (3,500 „359.43) (11,815,377.09) Beginning Unallocated Impact Fee Balance for Water includes $116,040 loan for the Street Impact Fee Study 2 Negative Unfunded Projects to Ending Impact Fee Balance to be funded by future revenues or through other sources Capital Recovery Water Projects Capital Improvements Program SE Quad Pump Station SE Quad GST SE Quad Elevated Tank SE Quad Distribution Mains NE Quad Distribution Mains IH10 Corridor Distribution Mains Original Cost Estimate $ 1,688,289 $ 1,100,000 $ 1,250,000 $ 1,700,000 $ 1,600,000 $ 1,000,000 Current Project Designation Corbett Ground Storage Tank Corbett Ground Storage Tank Corbett Elevated Tank - RL1 Corbett Elevated & Ground Tanks Current Cost Estimate $ 5,000,000 $ 5,650,000 $ 1,300,000 Capital Recovery Funding /Allocation 2011 2012 2013 2014 2015 2016 $ 3,050,000.00 2017 $ 6.77 2018 $ 1,581.13 Other Funding Sources $ 980.00 Project Annual Expenses First Half 2011 Second Half 2011 First Half 2012 Second Half 2012 First Half 2013 Second Half 2013 $ 12,251.14 First Half 2014 $ 6.77 Second Half 2014 $ 1,581.13 First Half 2015 $ 980.00 Second Half 2015 $ 120,233.32 First Half 2016 $ 87,843.28 Second Half 2016 $ 23,263.75 First Half 2017 $ - Second Half 2017 $ 40,403.20 First Half 2018 $ 6,248.00 Second Half 2018 Total Expenses $ $ - $ 292,810.59 $ Project Balance $ $ - 1 $ 2,757,189.41 $ - 1 $ $ - Project Status Future Future Ongoing Future Future Future Capital Recovery Sewer Projects Capital Improvements Program Final South Sewershed Master Plan Town Creek Phase III Town Creek Phase IV Woman Hollering Creek STP PH II South Schertz Trunk Lines and Lift Station South Schertz Trunk Lines and Lift Station Original Cost Estimate $ 15,000 $ 659,126 $ 1,000,000 $ 600,000 $ 9,600,000 Current Project Designation Town Creek Phase III - QA3 Crossvines Batch Plant Expansion Woman Hollering Trunk Line - QA2 Cibolo West Truck Line Current Cost Estimate $ 931,740 $ 487,848 1 $ 10,860,000 1 $ 6,000,000.0 Capital Recovery Funding /Allocation 2011 2012 2013 2014 $ 82,262.17 2015 $ 49,861.30 2016 $ 980.00 $ 17,032.55 2017 $ 28,743.00 $ 61,364.70 2018 $ 46,690.62 $ 34,775.84 Other Funding Sources Bond 2007 $ 931,739.74 Bond 2013 $ 3,000,000.00 Project Annual Expenses First Half 2011 Second Half 2011 First Half 2012 Second Half 2012 $ 82,262.17 First Half 2013 $ 49,861.30 Second Half 2013 $ 980.00 $ 17,032.55 First Half 2014 $ 28,743.00 $ 61,364.70 Second Half 2014 $ 46,690.62 $ 34,775.84 First Half 2015 $ 5,858.72 $ 5,382.50 Second Half 2015 $ 815,683.00 $ 38,315.41 First Half 2016 $ 33,784.40 $ 121,438.32 Second Half 2016 $ 83,983.26 First Half 2017 $ 10,255.00 Second Half 2017 $ 4,048.18 First Half 2018 $ 247,870.62 Second Half 2018 Total Expenses $ - $ 931,739.74 $ $ $ 756,589.85 Project Balance $ - 1 $ $ $ $ 2,243,410.15 Project Status Future Complete Future On Going On Going Future Special Joint Meeting of the Capital Improvements Advisory Committee Minutes May 9, 2018 The Capital Improvements Advisory Committee convened on Wednesday, May 9, 2018 . at 6:00 P.M. in the Council Chambers, 1400 Schertz Parkway, Bldg. 4 Schertz, Texas. Members Present: Michael Dahle Ernie Evans Richard Brand Ken. Greenwald Gordon Rae Glen Outlaw Tim Brown LaDonna Bacon Staff Present: Lesa Wood, Director of Planning and C Emily Grobe, Planner I Channary Gould, Planner I Tiffany Danhof, Executive Assistant De James Walters, Director of Finance Daniel Santee, City Attorney 1. Call to order by each Members Absent: Dr. Mark Penshorn Mr. Dahle called the CIAC joint meeting to order at 6:40 P.M. 2 A. Hold a public hearing, consider and file the semi - annual report for October 1, 2018 through March 31, 2018, evaluating the progress of the city on achieving the capital improvements program and identifying any problems in implementing the plans or administering the capital recovery fees. James Walters, Director of Finance, explained in detail the semi - annual report for October 1, 2018 through March 31, 2018, evaluating the capital improvements program and any problems in implementing plans or administering the capital recovery fees. Chairman Dahle opened the Public Hearing at 6:06 P.M. No one spoke during the public hearing. Chairman Dale closed the public hearing at 6:07 P.M. There was a brief discussion between the Committee and staff regarding the water impact fee balance, and sewer impact fees regarding the impact fee study update and CIP review, Cibolo West trunk line extension / Cibolo sewage shed, and FM 1518 South Woman Hollering trunk line that needs to be updated regarding the estimated cost. Mr. Walters indicated the estimate was the old estimate and that it was not updated on the front page. Mr. Outlaw motioned to table the semi - annual report until such time as staff can make the necessary corrections. Mr. Brown seconded the motion. The vote was 8 -0. Motion carried. 3. Adjournment. Chairman Dahle adjourned the CIAC meeting at 6:15 P.M. Accepted by City Council Date Special Joint Meeting of the Capital Improvements Advisory Committee Minutes May 23, 2018 The Capital Improvements Advisory Committee convened on Wednesday, May 23, 2018 at 6:00 P.M. in the Council Chambers, 1400 Schertz Parkway, Bldg. 4 Schertz, Texas. Members Present: Michael Dahle Ernie Evans Richard Brand Ken Greenwald Gordon Rae Glen Outlaw Tim Brown LaDonna Bacon Staff Present: Bryce Cox, Senior Planner Channary Gould, Planner I James Walters, Director of Finance Daniel Santee, City Attorney 1. Call to order by Mr. Dahle called the 2 A. Hold a public hea March 31, 2018, . F program and ideni recovery fees. *Tal Mr. Greenwald mot motion carried. Members Absent: Dr. Mark Pensho e the semi- annual report for October 1, 2018 through ass of the city on achieving the capital improvements in implementing the plans or administering the capital 3 meeting* e the item, Mr. Brand seconded the motion. The vote was 8 -0, James Walters, Director of Finance, explained in detail the revised semi - annual report for October 1, 2018 through March 31, 2018, with the revisions made to resolve previous discrepancies on certain . items in the report. He summarized what was presented on the original report compared to the updated report and highlighted the line items in the report that have been revised. Chairman. Dahle opened the Public Hearing at 6:07 P.M. No one spoke during the public hearing. Chairman Dahle closed the public hearing at 6:08 P.M. Mr. Outlaw motioned to recommend to the City Council approval of the semi - annual report for October 1, 2017 through March 31, 2018. Mr. Brown seconded the motion. The vote was 8 -0. Motion carried. 3. Adjournment. Chairman Dahle adjourned the CIAC meeting at 6:09 P.M. Accepted by City Council Date Agenda No. 7 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Economic Development Subject: Resolution No. 18 -R -80 — Authorize the expenditures for the Economic Development Performance Agreement with Kellum Family Medicine BACKGROUND Kellum Family Medicine Inc. ( "Kellum ") has been in Schertz and providing medical services to the community for over 15 years. Over the past several years, Kellum and the City of Schertz Economic Development Corporation (the "SEDC ") have been in discussion regarding the construction of new medical /office space in Schertz to accommodate the expansion of Kellum and others looking to locate in Schertz. .Kellum has proposed a medical/office development on a 5.043 acre tract near its current location at Roy Richard Drive and Green Valley Road. The development will consist of three buildings totaling 39,000 square feet of medical /office space with an estimated capital investment of $10,995,899. As result of the capital investment, Kellum has indicated the development will generate at least 240 jobs with an annual payroll of $11,000,000. In consideration, the SEDC has offered to provide $350,000 to be used for infrastructure improvements (the "Infrastructure Grant "). The Infrastructure Grant will be paid to Kellum upon the completion of the second building. The Infrastructure Grant will be subject to a claw back for ten years or until the completion of the third building. Kellum must certify its compliance to an annual job creation and payroll schedule until the third building is completed. FISCAL IMPACT The Infrastructure Grant will be paid through SEDC funds, no city- general funds will be used for the project. The SEDC Infrastructure Grant is worth $350,000. Over a ten -year period, the project is projected to provide over $550,000 to the city's general fund. In the event that Kellum fails to comply with the agreement, Kellum will be required to repay the incentive as dictated in the performance agreement. SEDC BOARD RECOMMENDATION The SEDC Board of Directors met on June 28, 2018 . at their regular board meeting to consider, discuss and act on the Economic Development Performance Agreement with Kellum Family Medicine, Inc. A public hearing was held, and no comments were made. A motion was made by Mr. Macaluso, seconded by Mr. Hamilton to approve the Economic Development Performance Agreement with Kellum Family Medicine, Inc., and to recommend that the City Council authorize the associated expenditure of funds. The motion passed 4 -0. Mr. Richard abstained from the vote. SUMMARY OF RECOMMEDED ACTION To authorize the SEDC funds for the Economic Development Performance Agreement with Kellum Family Inc., through the approval of Resolution No. 18 -R -80. ATTACHMENT(S) Resolution No. 18 -R -80 Economic Development Performance Agreement (Kellum Family Medicine) RESOLUTION NO. 1.8 -R -80 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PROGRAM AND EXPENDITURES AS PROVIDED FOR IN THE ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT BETWEEN THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION (THE "SEDC ") AND KELLUM FAMILY MEDICINE, INC. (THE "COMPANY "); AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Development Corporation Act of 1979, as amended (Section 501.001 Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act ") authorizes a development corporation to fund certain projects as defined by the Act and requires development corporations to enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.1.58 of the Act requires an incentive agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, Section 505.159 of the Act requires that a corporation hold at least one public hearing on the proposed project before spending money to undertake the project, the public hearing was held on June 28, 2018; and WHEREAS, the SEDC Board of Directors approved the Economic Development Performance Agreement with Kellum Family Medicine, Inc. set forth on Exhibit A attached hereto and incorporated herein between the SEDC, and Kellum Family Medicine, Inc., pursuant to the Act, at the SEDC's Board of Directors meeting on June 28, 2018; and WHEREAS, Section 501.073 of the Act requires that the corporation's authorizing unit to approve all programs and expenditures of a corporation; and WHEREAS, the SEDC has recommended that the City authorize the program and expenditures associated therewith; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. The City Council hereby authorizes the program and expenditures as provided for in the Economic Development Performance Agreement Kellum Family Medicine as set forth in Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject 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, PASSED AND ADOPTED, this 10th day of July, 2018. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor Brenda Denis, City Secretary (CITY SEAL) EXHIBIT A ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT KELLUM FAMILY MEDICINE ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT KELLUM FAMILY MEDICINE This Performance Agreement ( "Agreement ") is entered into to be effective as of the Effective Date (as defined in Article III below), by and between the City of Schertz Economic Development Corporation, located in Guadalupe County, Texas, a Texas non - profit industrial development corporation under the Development Corporation Act and governed by TEX. Loc. Gov. CODE chapters 501, 502 and 505 and the Texas Non - Profit Corporation Act (hereinafter called "Corporation ") created by, and for the benefit of the City of Schertz, Texas (hereinafter the called the "City ") Kellum Family Medicine, Inc. a Texas Corporation, its successors or assigns (hereinafter called "Company "), the Corporation and the Company collectively known as the "Parties" to this Agreement. RECITALS WHEREAS, the Development Corporation Act of 1979, as amended (Section 501.001 et seq, Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act ") authorizes a development corporation to fund certain projects as defined by the Act and requires development corporations to enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.158 of the Act requires a performance agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by a corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, The Company has purchased the Schertz Medical Center Land (as defined below), as more precisely described on Exhibit A (attached hereto and incorporated herein); and WHEREAS, the Corporation adopted the Schertz Incentive Policy in May 2017 to guide and ensure consistency when providing incentives within the City of Schertz to promote economic development; and WHEREAS, the Corporation desires to offer an Infrastructure Grant to the Company to enable the development the Schertz Medical Center Land pursuant to this Agreement in substantial . conformity with the Schertz Incentive Policy and the Act; and WHEREAS, the location of the Schertz Medical Center Land and the Facilities, as proposed, will contribute to the economic development of the City by creating new jobs and increased employment, promoting and developing expanded business enterprises, increased 1 development, increased real property value and tax revenue for the City, and will have both a direct and indirect positive overall improvement /stimulus in the local and state economy; and WHEREAS, the Parties are executing and entering into this Agreement to set forth certain terms and obligations of the Parties with respect to such matters; and WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms and provisions hereof are subject to the laws of the State of Texas and all rules, regulations and interpretations of any agency or subdivision thereof at any time governing the subject matters hereof, and WHEREAS, the Parties agree that all conditions precedent for this Agreement to become a binding agreement have occurred and been complied with, including all requirements pursuant to the Texas Open Meetings Act and all public notices and hearings; if any, have been conducted in accordance with Texas law; and WHEREAS, on the Effective Date, the commitments contained in this Agreement shall become legally binding obligations of the Parties. NOW, THEREFORE, in consideration of the mutual covenants, benefits and agreements described and contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and further described herein, the Parties agree as follows: ARTICLE I RECITALS 1. Recitals. The recitals set forth above are declared true and correct by the Parties and are hereby incorporated as part of this Agreement. 1. Authority. The Corporation's execution of this Agreement is authorized by the Act and constitutes a valid and binding obligation of the Corporation. The Corporation acknowledges that the Company is acting in reliance upon the Corporation's performance of its obligations under this Agreement in making the decision to commit substantial resources and money to the construction and establishment of the Project, hereinafter constructed and established. 2. Term. This Agreement shall become enforceable upon the Effective Date, hereinafter established, and shall continue until the Expiration Date, hereinafter established, unless terminated sooner or extended by written mutual agreement of the Parties in the manner provided for herein. 3. Purpose. The purpose of this Agreement is to formalize the agreements between the Company and the Corporation for the granting of funds to cover certain costs associated with 2 the Project and specifically state the covenants, representations of the Parties, and the incentives associated with the Company's commitment to abide by the provisions of the Act and to abide by the terms of this Agreement which has been approved by the Corporation and the Company as complying with the specific requirements of the Act. It is expressly agreed that this Agreement constitutes a single transaction. A failure to perform any obligation by the Parties may constitute a Default and shall terminate any further commitments (if any) by the non - defaulting Party unless an alternative penalty or remedy is provided for herein. 4. Administration of Agreement. Upon the Effective Date, the Corporation delegates the administration and oversight of this Agreement to the Executive Director of the Corporation. Any proposed amendments to the Agreement shall require the approval of the Board of Directors of the Corporation. ARTICLE III 113Wa101111 [13LIKI As used in this Agreement, the following terms shall have the meanings ascribed below. All undefined terms shall retain their usual and customary meaning as ascribed by common and ordinary usage. "Bankruptcy" shall mean the dissolution or termination of a Party's existence as a going business, insolvency, appointment of receiver for any party of such Party's property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed within ninety (90) days after the filing thereof. "Calendar Year" shall mean January 1 through December 31. "Certificate of Occupancy" shall mean the signed certificate issued by the City of Schertz Inspections Division confirming that the entire work covered by the permit and plans are in place. The Certificate of Occupancy shall be used to document the Company's Capital Investment. "Default" unless otherwise specifically defined or limited by this Agreement shall mean failure by any Party to timely and substantially comply with any performance requirement, duty, or covenant. "Effective Date" shall be the date of the last signing by a party to the agreement. "Expiration Date" shall mean the earlier of: 1. 10 years from the Effective Date; or 2. The date of termination, provided for under Article VII of this Agreement. "Facilities" shall mean the three proposed office buildings constructed on the Schertz Medical Center Land wherein Company intends to attract and expand office opportunities and jobs. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of a Party, including, without limitation, acts of God or the public enemy, war riot, civil commotion, insurrection, government or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of a Party), fires, explosions or floods, strikes, slowdowns or work stoppages. "Infrastructure Grant" shall have the meaning set forth in Article IV, Section 1. "Infrastructure Improvements" shall mean those items set forth in Article V Section 1. "Letter of Acceptance" shall mean a signed letter issued by the City of Schertz accepting the Infrastructure Improvements. "New Jobs" shall mean jobs that are created as a result of the construction of the Facilities and shall exclude any job relocated from any other location of Company within the City of Schertz. "Project" shall mean the construction of the Infrastructure Improvements. "Project Costs" shall mean the actual construction costs incurred by Company for the completion of the Infrastructure Improvements, and shall specifically include the sewer line impact fee, sewer line extension and connections, water main re- locate, and road infrastructure and exclude any management fee for Company or its developer and tree mitigation fee. " Schertz Medical Center Land" shall mean the approximately 5.403 acres located within the City of Schertz, Texas as approximately shown on Exhibit A. "State of Texas" shall mean the Office of the Texas Comptroller, or its successor. ARTICLE IV CORPORATION OBLIGATION 1. Infrastructure Grant. Subject to the satisfaction of all the terms and conditions of this Agreement and the obligation of the Company to repay the Infrastructure Grant pursuant to Article VIII hereof, the Corporation shall pay the Company, for the actual construction costs of the Infrastructure Improvements, an amount not to exceed THREE HUNDRED FIFTY THOUSAND DOLLARS and NO /1.00 ($350,000.00) (the "Infrastructure Grant "). 2. Current Revenue. The Infrastructure Grant shall be paid solely from lawfully available funds of the Corporation. Under no circumstances shall the obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. The Corporation represents and warrants that it has funds available for distribution sufficient to fully and timely pay the full Infrastructure Grant, will reserve such funds solely for such purpose, and will not make any special or general allocations of the Corporation's current and future funds that would render the Corporation unable to timely make the full Infrastructure Grant along with its M other obligations. None of the obligations under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and /or similar financial institution. 3. Confidentiality. The Corporation agrees to keep all information and documentation received pursuant to this Agreement confidential to the extent allowed under the Texas Public Information Act (TPIA). In the event a request is made for such information, Corporation will notify the Company and follow the process stated in the TPIA for determining what information must be released and what information should be withheld until seeking a ruling from the Attorney General of Texas. ARTICLE V PERFORMANCE OBLIGATIONS OF COMPANY The obligation of the Corporation to pay funds from the Infrastructure Grant shall be conditioned upon the Company's continued compliance with and satisfaction of each of the performance obligations set forth in this Agreement. 1. Infrastructure Improvements. The Company will construct the following Infrastructure Improvements upon the Schertz Medical Center Land, as depicted on Exhibit B: (a) Construct and pay all sewer line extensions, connections and impact fees associated with the approximate development depicted in Exhibit B. (b) Construct and pay all water line extensions, relocation, and impact fees associated with the approximate development depicted in Exhibit B. (e) Construct all roadway infrastructure associated with the approximate development depicted in Exhibit B. (f) All improvements must be constructed to the City specifications as identified in the City of Schertz Public Works Design Specifications. (g) Allow access by the Corporation to all construction documents related to the Infrastructure Improvements during the term of the Agreement. (h) Commence design of the Project within one - hundred eighty (180) days from the Effective Date and complete Infrastructure Improvements within three - hundred sixty -five (365) days from the Effective Date. 2. Facility Size and Capital. Investment. The Company shall construct the Facilities on the Schertz Medical Center Land with the following size and minimum capital investment which shall be verified by the Company through the receipt of the Certificate of Occupancy; (a) Facility One shall be at least TWENTY -THREE THOUSAND (23,000) square feet and have a minimum capital investment of FIVE MILLION NINE HUNDRED NINETY -FIVE THOUSAND EIGHT HUNDRED NINETY -NINE DOLLARS AND NO /100 ($5,995,899.00) 5 (b) Facility Two shall be at least FOUR THOUSAND (4,000) square feet and have a minimum capital investment of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO /100 ($1,500,000.00) (c) Facility Three shall be at least TWELVE THOUSAND (12,000) square feet and have a minimum capital investment of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO /100 ($3,500,000.00) 3. New Job and Annual Payroll Creation. The Company's capital investment will result in the creation of New Jobs and Annual Payroll within the Schertz Medical Center Land according to the following schedule: (a) FIFTY (50) New Jobs with a total gross payroll of TWO MILLION TWO HUNDRED THOUSAND DOLLARS AND NO /100 ($2,200,000.00) as reported to the Texas Workforce Commission during the 2020 calendar year. (b) THIRTY (30) New Jobs with a total gross payroll of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO /100 ($3,500,000.00) as reported to the Texas Workforce Commission during the 2021 calendar year. (c) THIRTY (30) New Jobs with a total gross payroll of FOUR MILLION EIGHT HUNDRED THOUSAND DOLLARS AND NO /100 ($4,800,000.00) as reported to the Texas Workforce Commission during the 2022 calendar year. (d) TEN (10) New Jobs with a total gross payroll of FIVE MILLION THREE HUNDRED THOUSAND DOLLARS AND NO /100 ($5,300,000.00) as reported to the Texas Workforce Commission during the 2023 calendar year. (e) THIRTY (30) New Jobs with a total gross payroll of SEVEN MILLION NINE HUNDRED THOUSAND DOLLARS AND NO /100 ($6,600,000.00) as reported to the Texas Workforce Commission during the 2024 calendar year. (f) TWENTY -FIVE (25) New Jobs with a total gross payroll of SIX MILLION SEVEN HUNDRED THOUSAND DOLLARS AND NO /100 ($7,700,000.00) as reported to the Texas Workforce Commission during the 2025 calendar year. (g) TWENTY -FIVE (25) New Jobs with a total gross payroll of NINE MILLION DOLLARS AND NO /100 ($8,800,000.00) as reported to the Texas Workforce Commission during the 2026 calendar year. (h) FIFTEEN (15) New Jobs with a total gross payroll of NINE MILLION SEVEN HUNDRED THOUSAND DOLLARS AND NO /100 ($9,400,000.00) as reported to the Texas Workforce Commission during the 2027 calendar year. (i) FIFTEEN (1.5) New Jobs with a total gross payroll of TEN MILLION FOUR HUNDRED THOUSAND DOLLARS AND NO /100 ($10,560,000.00) as reported to the Texas Workforce Commission during the 2028 calendar year. 0) TEN (10) New Jobs with a total gross payroll of TEN MILLION EIGHT HUNDRED THOUSAND DOLLARS AND NO/ 100 ($11,000,000.00) as reported to the Texas Workforce Commission during the 2029 calendar year. 4. Annual Report. The Company shall submit an Annual Report for the preceding Calendar Year to the Executive Director of the Corporation each year not later than February 151H 0 The Annual Report should substantially conform to the Annual Report Form attached as Exhibit C to this Agreement. The first Annual Report will be due February 15th, 2021. 5. Payment of Legal Fees. Each Party shall bear its own legal fees in connection with the negotiation of this Agreement. The Company commits to reimburse the Corporation for the necessary legal fees in the preparation of any amendment to this Agreement, if and when such amendment is requested by the Company. Timely payment shall be made within sixty (60) days of submittal of invoice to the Company by the Corporation or its assigns. ARTICLE VI COVENANTS AND DUTIES 1. The Company Covenants and Duties. The Company makes the following covenants and warranties to the Corporation, and agrees to timely and fully perform the obligations and duties contained in Article V of this Agreement. Any false or substantially misleading statements contained herein or failure to timely and fully perform those obligations and duties within this Agreement shall be an act of Default by the Company. (a) The Company is authorized to do business and is in good standing in the State of Texas and shall remain in good standing in the State of Texas during any term of this Agreement. (b) The execution of this Agreement has been duly authorized by the Company's authorized agent, and the individual signing this Agreement is empowered to execute such Agreement and bind the entity. Said authorization, signing, and binding effect is not in contravention of any law, rule, regulation, or of the provisions of the Company's operating agreement, or of any agreement or instrument to which the Company is a party to or by which it may be bound. (c) The Company is not a party to any Bankruptcy proceedings currently pending or contemplated, and the Company has not been informed of any potential involuntary Bankruptcy proceedings. (d) To its current, actual knowledge, the Company has acquired and maintained all necessary rights, licenses, permits, and authority to carry on its business in the City and will continue to use its best efforts to maintain all necessary rights, licenses, permits, and authority. (e) The Company agrees to obtain or cause to be obtained, all necessary permits and approvals from City and /or all other governmental agencies having jurisdiction over the construction of Infrastructure Improvements and Facilities within the Schertz Medical Center Land. (f) The Company shall be responsible for paying, or causing to be paid, to the City and all other governmental agencies the cost of all applicable permit fees and licenses required for construction of the Project. The Company agrees to develop the Project in accordance with the ordinances, rules, and regulations of the City in effect on the date the Project was designed, unless specified otherwise in this 7 Agreement. The Company, in its sole discretion, may choose to comply with any or all City rules promulgated after the Effective Date of this Agreement. (g) The Company agrees to commence and complete the Project in strict accordance with this Agreement. (h) The Company shall cooperate with the Corporation in providing all necessary information to assist them in complying with this Agreement. (i) During the term of this Agreement, Company agrees to not knowingly employ any undocumented workers as part of the Project, and, if convicted of a violation under 8 U.S.C. Section 1324a (1), Company shall be in Default (subject to the remedies in Article V above). Company is not liable for an unknown violation of this Section by a subsidiary, affiliate, or franchisee of Company or by a person with whom Company contracts provided however that identical federal law requirements provided for herein shall be included as part of any agreement or contract which Company enters into with any subsidiary, assignee, affiliate, or franchisee for which the Operations Grant and Annual Grant provided herein will be used. 0) Company shall not be in arrears and shall be current in the payment of all City taxes and fees as to the Schertz Medical Center Land. 2. Corporation's Covenants and Duties. (a) Infrastructure Grant. The Corporation is obligated to pay the Company an Infrastructure Grant in the amount of up to THREE HUNDRED FIFTY THOUSAND DOLLARS AND NO /100 ($350,000.00) in accordance with Article IV, Section 1 within forty -five (45) days after the Company provides the Corporation written notice and sufficient documentation evidencing the completion . of construction of the Infrastructure Improvements in accordance with Article V, Section 1, issuance of certificates of occupancy for Facility One and Facility Two per Article V, Section 2 and, if applicable based on the date payment of the Infrastructure Grant is requested, after February 15, 2021, compliance with the New Job and Annual Payroll Creation requirements of Article V, Section 3. For purposes of compliance with Article V, Section 2 copies of Certificates of Occupancy issued by the City of Schertz indicating the valuation and square footage of the completed facilities shall constitute sufficient documentation. (b) The Corporation represents and warrants to the Company that this Agreement is within their authority, and that they are duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. (c) Corporation shall cooperate with the Company in providing all necessary information and documentation to assist them in complying with this Agreement. 3. Compliance and Default. Failure by the Company to timely comply with any performance requirement, duty, or covenant shall be considered an act of Default and shall give the Corporation the right to terminate this Agreement and collect the Recapture Amount (as defined below), as determined by the Board of Directors of the Corporation. ARTICLE VII TERMINATION 1. Termination. This Agreement shall terminate upon the earliest occurrence of any one or more of the following: (a) The written agreement of the Parties; (b) The Company satisfying all of the Performance and Obligations set forth in Article V, (1) and (2); (c) The Agreement's Expiration Date; (d) Default by the Company of the terms and conditions set forth herein. ARTICLE VIII DEFAULT 1. The Company's Events of Default. The following shall be considered an Event of Default by the Company: (a) Failure of the Company to perform any term, covenant or agreement contained in this Agreement; or (b) Corporation determines that any representation or warranty contained herein or in any financial statement, certificate, report or opinion prepared and submitted to Corporation in connection with or pursuant to the requirements of this Agreement was incorrect or misleading in any material respect when made; or (c) Any judgment is assessed against the Company or any attachment or other levy against the property of the Company with respect to a claim remains unpaid, unstayed on appeal, not discharged, not bonded or not dismissed for a period of ninety (90) days; or (d) The Company makes an assignment for the benefit of creditors; files a petition in bankruptcy; is adjudicated insolvent or bankrupt; petitions or applies to any tribunal for any receiver or any trustee of the Company or any substantial part of the Schertz Medical. Center Land; commences any action relating to the Company under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect; or if there is commenced against the Company any such action and such action remains undismissed or unanswered for a period of ninety (90) days from such filing; (e) The Company changes its present ownership more than fifty -one (51 %) without written notification to Corporation within thirty (30) days of such change; or 0 2. Corporation Events of Default. Corporation fails to fulfill an obligation set forth within the terms and conditions of this Agreement. 3. Remedies for Default (a) The Company's sole remedy under this Agreement is specific performance for Corporation's Default of its obligations under section IV of this Agreement. (b) In the event of Default by the Company, the Corporation shall provide the Company written notice of Default, and a minimum period of ninety (90) days after the receipt of said notice to cure such default. If the Company fails to cure such default or fails to take significant action to cure such default, the Corporation shall, as its sole and exclusive remedy for Default hereunder, have the right to terminate this Agreement and recapture one hundred percent (100 %) of the funds distributed from the Infrastructure Grant to Company plus interest at the rate of five percent (5 %) per annum from the Effective Date until paid in full if the Default occurs on or prior to the Expiration Date (the "Recapture Amount "). The Recaptured Amount shall be paid by Company within thirty (30) days after the date Company is notified by the Corporation of such Default (the "Payment Date "). 4. Limitation on Use of Funds in the Event of Default. Under no circumstances will the funds received under this Agreement be used, either directly or indirectly, to pay costs or attorney fees incurred in any adversarial proceeding regarding this Agreement against the City or the Corporation. ARTICLE IX MISCELLANEOUS 1. Binding Agreement. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties, and their respective successors and assigns. The Executive Director of the Corporation shall be responsible for the administration of this Agreement and shall have the authority to execute any instruments, duly approved by the Corporation, on behalf of the Parties related thereto. 2. Mutual Assistance. The Parties will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions. 3. Assignment. The Company shall have the right to assign all of its rights, duties, and obligations under this Agreement to a duly qualified third parry with prior written approval of the Corporation, which approval shall not be unreasonably withheld, conditioned or delayed. Any assignment provided for herein shall not serve to enlarge or diminish the obligations and requirements of this Agreement, nor shall they relieve the Company of any liability to the Corporation including any required indemnity in the event that any Assignee hereof shall at any time be in Default of the terms of this Agreement The Corporation may demand and receive 10 adequate assurance of performance including the deposit or provision of financial security by any proposed assignee prior to its approval of an assignment. 4. Independent Contractors. (a) It is expressly understood and agreed by all Parties hereto that in performing their services hereunder, Company at no time will be acting as an agent of the Corporation and that all consultants or contractors engaged by Company respectively will be independent contractors of Company; and nothing contained in this Agreement is intended by the Parties to create a partnership or joint venture between the Parties and any implication to the contrary is hereby expressly disavowed the Parties hereto understand and agree that the Corporation will not be liable for any claims that may be asserted by any third party occurring in connection with services performed by Company respectively under this Agreement, unless any such claims are due to the fault of the Corporation. (b) By entering into this Agreement, except as specifically set forth herein, the Parties do not waive, and shall not be deemed to have waived, any rights, immunities, or defenses either may have, including the defense of parties, and nothing contained herein shall ever be construed as a waiver of sovereign or official immunity by the Corporation with such rights being expressly reserved to the fullest extent authorized by law and to the same extent which existed prior to the execution hereof. (c) No employee of the Corporation, or any board member, or agent of the Corporation, shall be personally responsible for any liability arising under or growing out of this Agreement. 5. Notice. Any notice required or permitted to be delivered hereunder shall be deemed delivered by actual delivery, or on the first business day after depositing the same in the hands of a reputable overnight courier (such as United States Postal Service, FedEx or UPS) and addressed to the Party at the address set forth below: If intended for SEDC: City of Schertz Economic Development Corporation Attention: Exec. Dir. of Economic Development 1400 Schertz Parkway Schertz, TX 781.54 With a copy to: Denton, Navarro, Rocha, Bernal, & Zech, PC Attention: Charles E. Zech 2517 North Main Avenue San Antonio, TX 78212 II If to Company Kellum Family Medicine, Inc. Attention: 3401 Roy Richard Drive Schertz, TX 78154 With a copy to: Any Party may designate a different address at any time upon written notice to the other Parties. 6. Governmental Records. All invoices, records and other documents required for submission to the City pursuant to the terms of this Agreement are Governmental Records for the purposes of Texas Penal Code Section 37.10 7. Governing; Law. The Agreement shall be governed by the laws of the State of Texas, and the venue for any action concerning this Agreement shall be in the Courts of Guadalupe County. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8. Amendment. This Agreement may be amended by mutual written agreement of the Parties, as approved by the Board of Directors of the Corporation. 9. Legal Construction. In the event any one or more of the provisions contained in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions of this Agreement, and it is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or unenforceable. 10. Interpretation. Each of the Parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which Party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, whatever its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any Party. 11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written agreement between the Parties that, in any manner, relates to the subject matter of this Agreement, except as provided for in any Exhibits attached hereto or duly approved amendments to this Agreement, as approved by the Board of Directors of the Corporation. 12. Parag,_raph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 13. Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 12 14. Exhibits. Any Exhibits attached hereto are incorporated by reference for all purposes. 15. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 16. Indemnification. COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD THE CORPORATION AND THE CITY, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, JUDGEMENTS, ATTORNEY FEES, COSTS, EXPENSES AND ANY CAUSE OF ACTION THAT DIRECTLY RELATES TO ANY OF THE FOLLOWING: ANY CLAIMS OR DEMANDS BY THE STATE OF TEXAS THAT THE CORPORATION HAS BEEN ERRONEOUSLY OR OVER -PAID SALES AND USE TAX FOR ANY PERIOD DURING THE TERM OF THIS AGREEMENT AS A RESULT OF THE FAILURE OF COMPANY TO MAINTAIN A PLACE OF BUSINESS AT THE PROPERTY OR IN THE CITY OF SCHERTZ, OR AS A RESULT OF ANY ACT OR OMISSION OR BREACH OR NON - PERFORMANCE BY COMPANY UNDER THIS AGREEMENT EXCEPT THAT THE IMDEMNITY PROVIDED HEREIN SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE ACTION OR OMISSIONS OF THE CORPORATION OR CITY. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT BEING THE INTENTION OF THE PARTIES THAT COMPANY SHALL BE RESPONSIBLE FOR THE REPAYMENT OF ANY FUNDS PAID TO COMPANY HEREIN THAT INCLUDES CITY SALES TAX RECEIPTS THAT THE STATE OF TEXAS HAS DETERMINED WAS ERRONEOUSLY PAID, DISTRIBUTED OR ALLOCATED TO THE CORPORATION. 17. Additional Instruments. The Parties agree and covenant to cooperate, negotiate in good faith, and to execute such other and further instruments and documents as may be reasonably required to fulfill the public purposes provided for and included within this Agreement. 18. Force Majeure. Whenever a period of time is herein prescribed for action to be taken by Company, Company shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to causes of any kind whatsoever which are caused by Force Majeure. 19. Time Periods. Unless otherwise expressly provided herein, all periods for delivery or review and the like will be determined on a "calendar" day basis. If any date for performance, approval, delivery or Closing falls on a Saturday, Sunday or legal holiday (state or federal) in the State of Texas, the time therefor will be extended to the next day which is not a Saturday, Sunday or legal holiday. [SIGNATURE PAGE IMMEDIATELY FOLLOWING] 13 Executed on this day of , 20 COMPANY: Kellum Family Medicine, Inc. A Texas Corporation By: Kellum Family Medicine, Inc. Its Manager Lo STATE OF TEXAS X COUNTY OF X Name, Title, This information was acknowledged before me on this day of , 2018 by , as Manager of Kellum Family Medicine, Inc., on behalf of said company. Notary Public, State of Texas Notary's typed or printed name My commission expires 14 Executed on this day of 120 CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION WE Name: Tim Brown Title: President STATE OF TEXAS X COUNTY OF GUADALUPE X This information was acknowledged before me on this day of by _ for the City of Schertz Economic Development Corporation, a Texas non-profit industrial development corporation, on behalf of said agency. APPROVED AS To FORM: M. , SEDC Attorney 15 Notary Public, State of Texas Notary's typed or printed name My commission expires 10,14111:311111 0411017 VAM\U 11IMLTA1917UW31 We WON YN i1I1►1130DEOR017&TOR1W1Y[1701 Lot 3, Block 1, Cal Stone Subdivision Replat, Guadalupe County, Texas. Lot 4, Block 1, Cal Stone Subdivision Replat, Guadalupe County, Texas. 16 EXHIBIT B SCHERTZ FAMILY MEDICAL CENTER LAND INFRASTRUCTURE IMPROVEMENTS Sewer line impact fee City of Schertz $172,777.18 Sewer line extension and connections $128,222.11 Water main re- location $161,069.55 Road Infrastructure /safety work $211,907.48 Proposed Infrastructure — Phase I r� 'i tl rw �� a , r_ ..' iii;- r jli i t n t r m Pn r p p X r � , Ag g I Cdr s _ i a i 7 d — i'..' x .. r� . ..... _aa �.. x, gg �g n % — - - . g I 7v DYE ENTERPRISES s; k = 17 EXHIBIT C ►10 1 uly10li oz01; go Annual Certification Report Reporting Period: January 1 to December 31, 20 The Annual Certification Report for the Economic Development Performance Agreement between the City of Schertz Economic Development Corporation and Kellum Family Medicine, Inc., is due on February 15, 20_. Please sign and return the Annual Certification Report form with accompanying narrative. Project Information: Company's legal name: Project address subject to incentive: Company primary contact: Phone number: Employment and Wage Information: E -mail address: Title: Has the Company employed undocumented workers? ❑ Yes ❑ No What is the total number of New Jobs created at the Schertz Medical Center during the calendar year? What is the total Annual Payroll for the Schertz Medical Center during the calendar year? Narrative: Please attach a brief narrative explaining the current year's activities and /or comments relating to any potential defaults. Employment: Total full -time employees: Total annual payroll: Number of full -time jobs added in past year: Number of employees that live in Schertz, Texas: Interested in being contacted about workforce training opportunities? ❑ Yes ❑ No Interested in being contacted for assistance with City permits? ❑ Yes ❑ No 19 I certify that, to the best of my knowledge and belief, the information and attachments provided herein are true and accurate and in compliance with the terms of Economic Development Performance Agreement. I further certify that the representations and warranties contained within the Agreement remain true and correct as of the date of this Certification, and Kellum Family Medicine Inc. remakes those representations and warranties as of the date hereof. I further certify that the employment and wage information provided is true and accurate to the best of my knowledge and I can provide documentation from the Texas Workforce Commission to support my claim if so requested. I understand that this Certificate is being relied upon by the SEDC in connection with the expenditure of public funds. I have the legal and express authority to sign this Certificate on behalf of Kellum Family Medicine Inc. Name of Certifying Officer Phone Number Certifying Officer's Title E -Mail Address Signature of Certifying Officer Date STATE OF TEXAS X COUNTY OF X This information was acknowledged before me on this day of _ by for Kellum Family Medicine Inc., a Texas corporation, on behalf of said agency. Notary Public, State of Texas Notary's typed or printed name My commission expires The Annual Certification Report is to be completed, signed and returned on or before February 15, 20. Please send an original to the following address: Attention: Executive Director City of Schertz Economic Development Corporation 1400 Schertz Parkway, Bldg. No. 2 Schertz, TX 78154 20 Agenda No. 8 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: EMS Subject: Resolution No. 18 -R -79 - A Resolution by the City of Schertz authorizing the Acting City Manager to enter into an agreement with Olympia Surgery Center for Ambulance Services. • eXl��1lk, E Schertz EMS currently operates four (4) Mobile Intensive Care Unit (MICU) ambulances 24 hours a day, 7 days a week and one (1) peak hour Mobile Intensive Care Unit (MICU) ambulance 7 days a week for 12 hours. We respond to over 9,900 requests for emergency services annually across our coverage area of over 220 square miles and transport over 6,600 patients to area hospitals. We respond from five separate stations located in Schertz (2), Universal City, Live Oak and Marion. Surgery centers require an agreement with their local ambulance provider as part of their licensing requirements with the State. Olympia Surgery Center in Universal City approached us and requested this agreement. FISCAL IMPACT There is no fiscal responsibility from Schertz EMS to Olympia Surgery Center. Patients who are transported are billed through our normal billing procedures. Olympia Surgery Center did agree to be the payor of last resort for Medicaid patients if they do not receive prior authorization prior to the transport. RECOMMENDATION Staff recommends Council approve Resolution 18 -R -79 authorizing the Acting City Manager to enter into an agreement with Olympia Surgery Center. ATTACHMENTS Resolution 18 -R -79 Agreement RESOLUTION NO. 18 -R -79 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE ACTING CITY MANAGER TO ENTER INTO AN AGREEMENT WITH OLYMPIA SURGERY CENTER FOR AMBULANCE SERVICES WHEREAS Olympia Surgery Center operates a Surgery Center in Universal City, Texas and is in need of an agreement for ambulance transportation services, and WHEREAS The City operates an ambulance service and employs qualified operators licensed in the State of Texas with experience in furnishing the Services, and WHEREAS, the City Council has determined that it is in the best interest of the City to enter into an agreement with Olympia Surgery Center pursuant to the Agreement attached hereto as Exhibit A. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS Section 1. The City Council hereby authorizes the Acting City Manager to execute and deliver the Agreement attached hereto as Exhibit A with the Olympia Surgery Center. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this :Resolution, was given, 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 10th day of July, 2018. CITY OF SCHERTZ, TEXAS Mayor, Michael R. 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Schertz EMS currently operates four (4) Mobile Intensive Care Unit (MICU) ambulances 24 hours a day, 7 days a week and one (1) peak hour Mobile Intensive Care Unit (MICU) ambulance 7 days a week for 12 hours. We respond to over 9,900 requests for emergency services annually across our coverage area of over 220 square miles and transport over 6,600 patients to area hospitals. We respond from five separate stations located in Schertz (2), Universal City, Live Oak and Marion. In July 2013, . Schertz EMS entered into an agreement with Emerus /BHS SA Thousand Oaks to provide emergency and non - emergency transports from their facility in Schertz. This agreement was for one year which renewed automatically for an additional one year unless terminated. This is an amended agreement requested by Emerus /BHS SA Thousand Oaks as they were purchased by a new company, Tenet Healthcare Corporation. Schertz EMS has had a successful relationship with Emerus Hospital and annually transports approximately 900 patients from their facility here in Schertz. HMWG • ' • On There is no fiscal responsibility from Schertz EMS to Emerus /BHS SA Thousand Oaks. Patients who are transported from Emerus Hospital are billed through our normal billing procedures. Emerus /BHS SA Thousand Oaks did agree to be the payor of last resort for Medicaid patients who they do not receive prior authorization for. They will also reimburse Schertz EMS for any transports from their facility in which a service could not be performed when the ambulance crew is asked to take the patient and wait for the procedure and bring them back to the Schertz facility. RECOMMENDATION Staff recommends Council approve Resolution 18-R -81 authorizing the Acting City Manager to enter into an updated agreement with Emerus /BHS SA Thousand Oaks. ATTACHMENTS Resolution 18 -R -81. Initial Agreement New Agreement Letter requesting new agreement RESOLUTION NO. 18 -R -81 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE ACTING CITY MANAGER TO ENTER INTO AN UPDATED AGREEMENT WITH EMERUS /BHS SA THOUSAND OAKS FOR AMBUALNCE SERVICES WHEREAS Emerus /BHS SA Thousand Oaks operates multiple acute care hospitals in the San Antonio market and is in need of ambulance transportation services, and WHEREAS the Emerus hospital located in Schertz has had an agreement with the City of Schertz since the facility opened for business in 2013, . and WHEREAS the Emerus hospitals were purchased by Tenet Healthcare Corporation who is requesting an updated agreement with the City of Schertz, and WHEREAS, the City Council has determined that it is in the best interest of the City to enter into an updated agreement with Emerus /BHS SA Thousand Oaks pursuant to the Agreement attached hereto as Exhibit A. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the Acting City Manager to execute and deliver the Agreement attached hereto as Exhibit A with Emerus /BHS SA Thousand Oaks. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, 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 10th day of July, 2018. CITY OF SCHERTZ, TEXAS Mayor, Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (CITY SEAL) 50506221.1 - 2 - EXHIBIT A AGREEMENT 50506221.1 - 3 - AMBULANCE SERVICES AGREEMENT THIS AMBULANCE SERVICES AGREEMENT ( "Agreement ") is an amended restated agreement dated as of May 12, 2018 amending and restating that certain Master Service Agreement for Ground Ambulance between the City of Schertz ( "City ") and Emerus /BHS SA Thousand Oaks, a Texas limited liability company ( "Hospital "), dated as of July 2, 2013. . WHEREAS Hospital operates acute care hospitals in the San Antonio market (facilities are attached in "Exhibit A ") and is in need of ambulance transportation services (the "Services "), and WHEREAS The City operates an ambulance transportation service and employs or otherwise contracts with qualified operators commercially licensed in the State of Texas ( "State ") with experience in furnishing the Services, and WHEREAS The City and Hospital agree that it is in the best interest of Hospital's ability to provide quality patient care in a cost - effective and efficient manner for Hospital to contract with the City to provide the Services, Now, THEREFORE, for and in consideration of the recitals above and the mutual covenants and conditions contained herein, Hospital and the City agree as follows: THE CITY'S OBLIGATIONS. Services. Hospital hereby engages the City to provide Services, and the City hereby accepts such engagement and agrees to provide said Services in accordance with the terms and conditions of this Agreement. The City shall provide said Services through employees and /or contractors of the City (collectively, "the City Staff") who are qualified and appropriately licensed to perform all functions assigned to them by the City in connection with the provision of Services by the City hereunder. In addition, the City shall provide Hospital with documentation of all Services rendered hereunder; such documentation shall be submitted to Hospital on at least a monthly basis, and shall be in the form, and contain the information, requested by Hospital. The City shall provide emergency ground ambulance transportation that arrives at the Hospital within ten (10) minutes, ninety percent (90 %) of the time measured from the time Hospital requests Emergency transportation for patients with an emergency medical condition. The City shall provide non - scheduled, non - emergency ground ambulance transportation that arrives at the Hospital within twenty -five (25) minutes, ninety percent (90 %) of the time measured from the time the Hospital requests transportation for patients with a non- emergency medical condition. The City shall provide scheduled, non - emergency ground ambulance transportation that arrives within fifteen (1.5) minutes of the agreed upon scheduled transport time, 90% of the time for patients whose transport is scheduled with the City by the Hospital. The City shall be available to provide medical transportation twenty -four (24) hours per day, seven (7) days a week, three hundred sixty -five (365) days a year. For scheduled transportation needs and services, the Hospital shall contact the City's dispatch number as far in advance as possible and as the City's needs dictate, but no later than one (1) hour prior to desired transportation time, in order to allow the City to plan for these scheduled transports. All ambulances requests shall be made by contacting Schertz EMS Dispatch at (210) 619 -1271. Applicable Standards. The City and its City Staff agree that all Services provided pursuant to this Agreement shall be performed in compliance with all applicable standards set forth by law or ordinance or established by the rules and regulations of any federal, State or local agency, department, commission, association or other pertinent governing, accrediting, or advisory body, including The Joint Commission, having authority to set standards for health care facilities. All transports will be provided at the appropriate level of care in accord with the patient's condition. The City shall provide both Advanced Life Support level of care and Basic Life Support Level of care, with at least one paramedic. The City shall maintain all certifications and licenses as required by State and Local agencies governing emergency medical services, medical and vehicle operations. Use of Premises. Neither the City nor the City Staff shall use, or knowingly permit any person under its direction to use, any part of Hospital's premises for any purpose other than the performance of the Services for Hospital, its patients and its private physicians pursuant to this Agreement. Representations and Warranties. The City represents and warrants to Hospital as follows: (i) neither the City nor any City Staff is bound by any agreement or arrangement which would preclude the City or any City Staff from entering into, or from fully performing the Services required under, this Agreement; (ii) neither the City nor any City Staff's license or certification in the State or in any other jurisdiction has ever been denied, suspended, revoked, terminated, relinquished under threat of disciplinary action, or restricted in any way; (iii) The City and the City Staff have, and shall maintain throughout this Agreement, all appropriate federal and State licenses and certifications which are required to perform the Services under this Agreement; (iv) all drivers employed by the City to provide the Services under this Agreement will at all times hold valid drivers' licenses, with appropriate passenger endorsements, issued by the State Department of Motor Vehicles. All vehicles used by the City will be properly maintained and will comply with all applicable regulations and inspections requirements of the State Highway Patrol and any other applicable governmental or non - governmental agencies; (v) The City shall compensate any physician affiliated with the City, including but not limited to any physician shareholder, member, partner, employer and /or independent contractor, in a manner that is commercially reasonable and consistent with fair market value, and that does not vary with or reflect or relate to either directly or indirectly, the volume or value of any actual or anticipated patient referrals to, or other business generated for, the Hospital; (vi) The City shall comply with all relevant claims submission and billing laws and regulations. Provision of the Services. (1) The City will staff each ambulance with at least two (2) City Staff who are certified with the Texas Department of State Health Services to perform ambulance duties as required hereunder: (ii) The City Staff supplied by the City shall hold a minimum certificate of training as an Emergency Medical Technician. For situations requiring a higher level of care, the City Staff shall be certified as as Paramedic; (iii) it shall be the responsibility of the City to ensure that all City Staff are qualified to provide transport and emergency services; (iv) The City shall agree to maintain each ambulance with all emergency equipment and supplies for handling patient emergencies; and (v) if the City does not have available specialized equipment needed for transport of a patient, the City shall immediately notify Hospital, and Hospital will contact another provider that has the necessary equipment. Notwithstanding the foregoing, Hospital may request shorter response times for individual situations and patients. If the City is unable to respond within the time frame required or specifically requested, it must immediately notify Hospital, in which instance Hospital may retain another company that can timely provide the necessary services; (viii) it is the City's responsibility to immediately notify the Hospital of any foreseeable delays in responding; (ix) it shall be the responsibility of the City to supply Hospital patients with totally operable and comfort- controlled ambulances, including air conditioning and (x) it shall be the responsibility of the City to promptly return any Hospital equipment used during transport, or Hospital personnel required to accompany patient during same, to Hospital. Company agrees to reimburse Hospital for any equipment which is lost, not returned, or otherwise missing after the transport. Cost for such equipment shall be at replacement value. THE CITY'S COMPENSATION. Fees. The City agrees to attempt to bill any third -party sources available, such as Medicare, Medicaid, Tricare, and or commercial insurance when available. However, to the extent the patient does not have a source of third party payment, such third party does not have an obligation to pay for the service provided or the City does not receive required authorization from such insurance company prior to delivering services for any patient transported pursuant to this Agreement, the patient will be responsible for all cost associated with transportation. The City shall charge the patient rates based upon the level of service required and/orprovided. For transport of patients who have access to sources of third party payment from Medicaid, the Facility shall request prior authorization (i.e., the pre - authorization number or PAN for Medicaid patients) before contacting the City for transporting a patient except in the case of an emergency ground ambulance transportation. The Parties agree to obtain and provide each other with all information needed to ensure that the other Party can bill appropriately for the transport services, including, without limitation, the PAN for Medicaid transports. Each Party shall use its diligent efforts to provide such information as soon as possible, preferably on the same -day basis. If the Hospital does not provide the PAN number in accordance with State and Federal laws the Hospital will be the payer of last resort for the specific Medicaid patient(s) that the PAN is not provided. The rates charged to the Hospital will not exceed the Medicare Fee Schedule for Ambulance for the San Antonio region in place on the date of the transport. On occasion, the City may be requested to perform transport services such as "wait and return" transports where the patient is taken to another facility for services that for whatever reason, cannot be performed by the Hospital and then the patient is returned after those services are performed. If the patient's third -party payer source refuses to pay for these transports or if the City is expressly forbidden from attempting to collect payment for these services, the Hospital will reimburse the City at the current Medicare Allowable rate for these services. Specifically on "wait and return" transports, the City will not bill for wait time unless that time exceed sixty (60) minutes. Wait times after 60 minutes will be charged at a rate of $100 per hour. Terms of Payment. All invoices are due and payable by the Hospital to the City within thirty (30) days from the receipt of same. All invoices not paid in full within thirty -one (3 1) days from the date of invoice will be considered past due. Once an invoice becomes past due, the City may mail to the Hospital a notice (the "Past Due Notice ") consisting of the invoice number(s) and amount(s) due on said invoice(s). All invoices not paid in full within sixty (60) days from the date of invoice will be considered delinquent. Once an invoice becomes delinquent, Hospital shall no longer be entitled to the discount to which it would otherwise be entitled under the terms of this contract, and Hospital will be obligated to pay the unpaid services on the delinquent invoice at the City's usual and customary rates as approved annually by the City of Schertz City Council. Repeated failure of the Hospital to pay timely shall be ground for immediate termination of this Agreement at the option of the City without further notice. TERM. The term of this Agreement ( "Term ") shall be three (3) year(s) commencing on the Effective Date. If the parties continue to abide by the terms and conditions of this Agreement without having executed a renewal or extension of this Agreement or advised the other party of such party's intent not to renew or extend this Agreement, then this Agreement shall automatically be extended on a month -to -month basis for up to six (6) months. TERMINATION. Termination Without Cause. Either party may, in its sole discretion, terminate this Agreement without cause by giving the other party at least ninety (90) days' prior written notice. Termination for Breach. Either party may terminate this Agreement upon breach by the other party of any material provision of this Agreement, provided such breach continues for fifteen (15) days after receipt by the breaching party of written notice of such breach from the non - breaching party. Termination for Changes in Law. In the event that any governmental or nongovernmental agency, or any court or administrative tribunal passes, issues or promulgates any new, or change to any existing, law, rule, regulation, standard, interpretation, order, decision or judgment (individually or collectively, "Legal. Event "), which a party (the "Noticing :Party ") reasonably believes (i) materially and adversely affects either party's licensure, accreditation, certification, or ability to refer, to accept any referral, to present a bill or claim, or to receive payment or reimbursement from any governmental or non - governmental payor, or (ii) indicates a Legal Event with which the Noticing Party desires further compliance, then, in either event, the Noticing Party may give the other party thirty (30) days prior written notice of its intent to amend or terminate this Agreement. Notwithstanding the foregoing, the Noticing Party may propose an amendment to the Agreement to take into account the Legal Event, and, if accepted by the other party prior to the end of the thirty (30) day notice period, the Agreement shall be amended as of the date of such acceptance and if not amended shall automatically terminate. Effect of Termination. As of the effective date of termination of this Agreement, neither party shall have any further rights or obligations hereunder except: (a) as otherwise provided herein; (b) for rights and obligations accruing prior to such effective date of termination; and (c) arising as a result of any breach of this Agreement. THE CITY'S STATUS. The City shall act at all times under this Agreement as an independent contractor. The parties agree that Hospital shall not have and shall not exercise any control or direction over the manner or method by which each City Staff provides the Services. However, the City shall require all City Staff to perform at all times in accordance with currently approved methods and standards of practice for the Services in the medical community. The provisions set forth herein shall survive expiration or other termination of this Agreement, regardless of the cause of such termination. INSURANCE. The City shall maintain, at its expense, policies of comprehensive liability, medical/ professional liability, and motor vehicle insurance against all claims for damages or loss of property, and for bodily injury, including death, resulting from the City or its employees' negligence with minimum limits as prescribed by the Texas Department of State Health Services. The City agrees to maintain insurance coverage with carriers admitted in the State of Texas, in limits mandated by law for workers compensation, occupational disease, or employer liability. ACCESS To BOOKS AND RECORDS. If the value or cost of Services rendered to Hospital pursuant to this Agreement is $10,000 or more over a 1.2 -month period, in accordance with section 1861(v)(1)(I) of the Social Security Act, the City agrees that at least for four (4) years after the furnishing of such Services, the City shall, upon written request, make available to the Secretary of the United States Department of Health and Human Services (the "Secretary "), the Comptroller General of the United States, or their respective duly- authorized representatives, such books, documents, and records as may be necessary to certify the nature and extent of the cost of such Services. The provisions set forth herein shall survive expiration or other termination of this Agreement, regardless of the cause of such termination. DISPUTE RESOLUTION IN ACCORDANCE WITH THE PROVISIONS OF SUBCHAPTER I, CHAPTER 271, TEX. LOCAL GOVT CODE, THE PARTIES AGREE THAT, PRIOR TO INSTITUTING ANY LAWSUIT OR OTHER PROCEEDING ARISING FROM A DISPUTE UNDER THIS AGREEMENT, THE PARTIES WILL FIRST ATTEMPT TO RESOLVE THE DISPUTE BY TAKING THE FOLLOWING STEPS: (1) A WRITTEN NOTICE SUBSTANTIALLY DESCRIBING THE NATURE OF THE DISPUTE SHALL BE DELIVERED BY THE DISSATISFIED PARTY TO THE OTHER PARTY, WHICH NOTICE SHALL REQUEST A WRITTEN RESPONSE TO BE DELIVERED TO THE DISSATISFIED PARTY NOT LESS THAN 5 DAYS AFTER RECEIPT OF THE NOTICE OF DISPUTE. (2) IF THE RESPONSE DOES NOT REASONABLY RESOLVE THE DISPUTE, IN THE OPINION OF THE DISSATISFIED PARTY, THE DISSATISFIED PARTY SHALL GIVE NOTICE TO THAT EFFECT TO THE OTHER PARTY WHEREUPON EACH PARTY SHALL APPOINT A PERSON HAVING AUTHORITY OVER THE ACTIVITIES OF THE RESPECTIVE PARTIES WHO SHALL PROMPTLY MEET, IN PERSON, IN AN EFFORT TO RESOLVE THE DISPUTE. (3) IF THOSE PERSONS CANNOT OR DO NOT RESOLVE THE DISPUTE, THEN THE PARTIES SHALL EACH APPOINT A PERSON FROM THE HIGHEST TIER OF MANAGERIAL RESPONSIBILITY WITHIN EACH RESPECTIVE PARTY, WHO SHALL THEN PROMPTLY MEET, IN PERSON, IN AN EFFORT TO RESOLVE THE DISPUTE. CONFIDENTIALITY. Each Party hereto recognizes and acknowledges that, by virtue of entering into this Agreement and providing services hereunder, each may have access to certain information of the other and its patients that is confidential and constitutes valuable, special, and unique property of such Party and other persons. Each Party hereto agrees that it will not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy, or permit to be copied, without the owning Party's or person's express prior written consent, except pursuant to a party's duties hereunder or, any confidential or proprietary information of a party or other person. Each Party shall comply with the applicable provisions of the Administrative Simplification of the Health Insurance P01iability and Accountability Act of 1996, as codified at 42 U.S.C. 1.320d through d -8 ( "HIPAA "), the requirements of any regulations promulgated thereunder, including, without limitation, the Federal Privacy Regulations as contained in 45 C. F. R. Part 164 (the Federal Privacy Regulations "), the Federal Security Regulations as contained in 45 C.F.R. Part 142 ( "the Federal Security Regulations "), and the Health Information Technology for Economical and Clinical Health Act ( "HITECH "). INDEMNIFICATION. To the extent permitted by law, both parties mutually agree to indemnify and hold each other harmless from and against all liability, losses, damages, claims, causes of action, cost or expenses (including reasonable attorneys' fees), which directly or indirectly arise from the performance of the Services hereunder by the indemnifying party, its agents, servants, representatives and /or employees. DISCLOSURE OF TERMS OF AGREEMENT. Neither Facility nor any Facility Staff shall refer to the existence of this Agreement or disclose its terms to any third party, including, without limitation, in any press release, advertising, marketing, publicity or other materials, without the prior written consent of Hospital. Neither parry shall use the name, trade name, trademarks, service marks or logos of the other party or any of its affiliates in any press release, advertising, marketing, publicity or other materials, without the prior written consent of the other party. Facility shall not represent, directly or indirectly, that any product or service of Facility has been approved or endorsed by Hospital or any of its affiliates, without the prior written consent of Hospital. ENTIRE AGREEMENT; MODIFICATION; GOVERNING LAW, COUNTERPARTS; NOTICES; WAIVER; ASSIGNMENT. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the parties relating to such subject matter. This Agreement may not be amended or modified except by mutual written agreement. This Agreement shall be construed in accordance with the laws of the State, which provision shall survive the expiration or other termination of this Agreement. Venue for any cause of action arising between the Parties shall be the State Courts of Guadalupe County, Texas. This Agreement may be executed in one or more counterparts, all of which together shall constitute only one Agreement. All notices hereunder shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier, and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, postage prepaid, or deposited with the overnight courier, addressed at the place identified on the signature page below. A waiver by either party of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure. The City shall not assign or transfer, in whole or in part, this Agreement or any of the City's rights, duties or obligations under this Agreement without the prior written consent of Hospital, and any assignment or transfer by the City without such consent shall be null and void. This Agreement is assignable by Hospital without consent or notice. REFERRALS. The parties acknowledge that none of the benefits granted the City hereunder are conditioned on any requirement that the City make referrals to, be in a position to make or influence referrals to, or otherwise generate business for Hospital or its affiliates. NON - DISCRIMINATION. The City agrees to treat in a nondiscriminatory manner any and all patients receiving medical benefits or assistance under any federal health care program. COMPLIANCE OBLIGATIONS. The City represents it read, understands, and shall abide by Tenet's Standards of Conduct. The parties to this Agreement shall comply with Tenet's Compliance Program and Tenet's policies and procedures related to the Deficit Reduction Act of 2005, Anti - Kickback Statute and the Stark Law. Tenet's Standards of Conduct, summary of Compliance Program, and policies and procedures, including a summary of the Federal False Claims Act and applicable state false claims laws (collectively "False Claims Laws ") with descriptions of penalties and whistleblower protections pertaining to such laws, are available at: _ htt : / /www. tenethealth .com /about/ethics -com fiance. The City shall require any employees providing services to Hospital to read the Standards of Conduct and information concerning Tenet's Compliance Program and abide by same. Further, the parties to this Agreement certify that they shall not violate the Anti - Kickback Statute and Stark Law, and shall abide by the Deficit Reduction Act of 2005, as applicable, in providing services to Hospital. Hardcopies of any information shall be made available upon request. EXCLUSION LISTS SCREENING. The City shall screen all of its current and prospective owners, legal entities, officers, directors, employees, contractors, and agents ( "Screened Persons ") against (a) the United States Department of Health and Human Services /Office of Inspector General List of Excluded Individuals /Entities (available through the Internet at http:llwww,oig hsa), (b) the General Services Administration's System for Award Management (available through the Internet at http://www.sam. off); and (c) any applicable state healthcare exclusion list (collectively, the "Exclusion Lists ") to ensure that none of the Screened Persons are currently excluded, debarred, suspended, or otherwise ineligible to participate in Federal healthcare programs or in Federal procurement or non - procurement programs, or have been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a -7(a), but have not yet been excluded, debarred, suspended, or otherwise declared ineligible (each, an "Ineligible Person "). If, at any time during the term of this Agreement any Screened Person . becomes an Ineligible Person or proposed to be an Ineligible Person, the City shall immediately notify Hospital of the same. Screened Persons shall not include any employee, contractor or agent who is not providing services under this Agreement. EMERUS /BHS SA THOUSAND OAKS, LLC: CITY OF SCHERTZ, TEXAS: LM Name: Name: Title: Title: Date: Date: Address: Address: CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Subject: Agenda No. 10 Planning & Community Development Resolution No. 18 -R -82 — Consideration and /or action approving a resolution by the City Council of the City of Schertz Texas authorizing an amendment to the contract with BB Inspections for inspection and plan review services and expenditures with BB Inspections totaling no more than $460,000 for building inspection services for the fiscal year of 2016 -201.7 and the fiscal year of 201.7 -2018 and other matters in connection therewith. With Ordinance 18 -T -22 the City Council of Schertz will approve an amendment to the FY 2017 -18 budget to allow for an increase for outside inspection services. The Building Inspections division had requested the increase to the budget to allow for continued use of 3rd party plan review and inspection services. In July 2015 . the City contracted 3rd party plan review and inspection services to deal with the challenge of providing a timely and thorough review of plans and inspections due to an increase in the number of inspections requested and in permit plan review that was compounded by staff vacancies. Initially, the goal was to use these contracted services during the peak workload times to avoid delays in service for our citizens. Service agreements were executed and the expenditures were authorized with BB Inspection Services and Rudy Cantu. The service contact with BB Inspections Services authorized expenditures for up to $360,000 over a 2 -year period. Last year the city used $189,600 leaving $1.70,400 remaining on the contract for the FY 2017 . — 1.8 budget year. To date the budget expenditures for these services are $150,590. This item increases the allowed spending with BB Inspection Services by an additional $100,000 to $460,000. This will allow the City to spend just over $270,000 this year with BB Inspection Services. The department has seen an increase in permit and inspection activity again this year. 347 Single Family Residential home permits have been issued this budget year which is 71 more permit then were issued at this time last year. With the hail storm that blew through Schertz in April there has been an increase in re -roof permits issued. A total of 279 re -roof permits were issued from October 2017 through April 2018 (the first 7 months of the fiscal year). In May of this year, 446 re -roof permits were issues and 254 re -roof permits have been issued so far in the month of June. This has led to an increase in the number of daily inspections performed by the department from an average of 60 inspections performed a day, to an average of 80 inspections performed a day for the last 6 weeks due to the recent hail storm. As a result staff has shifted funds to increase the overtime budget from the originally approved $9,700 to $27,811 to allow staff to work an additional hour in the morning preparing the daily inspection list/route and completing required documentation for each property owner. Staff has been working to find a long term cost effective solution to the challenge created by increased permit activity, the goal of shortening and stabilizing the plan review and inspection time and ensuring that plans are thoroughly reviewed and inspections appropriately performed. To that end, Council approved the addition of two employees in the department over the last 5 years. In FY 2014- 15 a position was added mid -year for a Building Inspector and a Plans Examiner was added in FY 201.7 -18 in hopes that this would help the department deal with the high influx of work. However, there have been challenges filling and or keeping the Building Inspector position filled with a qualified individual. The department promoted one of the Building Inspectors to Plans Examiner which has left a vacancy in the department since December 1, 2017. The department is currently looking at a different approach to fill this position which will involve a large amount of training classes and on the job supervised training. Training a new Inspector without any certifications, licenses or a background in construction will take several years. A Building Inspector costs the City a weighted salary of $60,947 a year but does this does not include the cost of lost work time for training. In general an inspector should perform 15 inspections per day, as this provides sufficient time for the inspector to perform quality inspections and still allows for participation in training /code discussions with the Building Official and meetings with customers. However, there are factors that can influence this range in number either higher or lower such as travel time, complexity of projects, etc. For example: Different inspection types take different lengths of time - from 15 minutes to 4 hours. For example, a water heater inspection or roof felt or roof final inspection generally take 1.5 minutes; a residential framing inspection which includes an electrical and mechanical rough -in and top out generally takes 45 minutes to an hour; and a large commercial building inspection can take up to 4 hours. These examples do not include drive times. The provided number of projected inspections to be performed by an inspector was based on information obtained from the Insurance Services Office (ISO) and Zucker Report for the City of Austin Inspections Department, which was a 3rd party review of development services in Austin. The range of inspections recommended by those reporting agencies range from 10 to 15 inspections per day per inspector. Schertz Inspectors typically exceed the recommended 15 inspections per day. BB Inspection service is able to provide the City with a team of Inspectors that work extended hours to get all of the overflow inspections completed on the day the inspection was requested. SUMMARY OF RECOMMENDED ACTION Approval of Resolution 18 -R -82 approving the budget adjustment. FISCAL IMPACT This resolution will allow up to $460,000 to be spent with BB Inspection Services over the two year life of the contract. RECOMMENDATION Approval Resolution. No. 18 -R -82 ATTACHMENT Resolution. No. 18 -R -82 Current Contract with BB Inspection Services Proposed Amendment to the Contract with BB Inspection Services RESOLUTION NO. 18 -R -82 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT TO THE CONTRACT WITH BB INSPECTIONS FOR INPSECTION AND PLAN REVIEW SERVICES AND EXPENDITURES WITH BB INSPECTIONS TOTALING NO MORE THAN $460,000.00 FOR BUILDING INSPECTION SERVICES FOR THE FISCAL YEAR OF 2016 -2017 AND THE FISCAL YEAR 2017 -2018 AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz (the "City ") requires consultant building inspection services; and WHEREAS, City staff has determined that BB Inspections is qualified to provide such services for the City; and WHEREAS, the City has previously contracted with BB Inspections for inspections and plan review; and WHEREAS, the City Council authorizes City Staff to enter into an contract for services by BB Inspections in an amount not to exceed $460,000.00 for the of Fiscal Year 2016 -2017 and Fiscal Year 2017 -2018. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes a contract and expenditures with BB Inspections not to exceed $460,000 for the fiscal years of 2016 -2017 and 2017 -2018 generally per the Services Agreement attached hereto as Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject 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 Ioth day of July, 2018 . ATTEST: Brenda Dennis, City Secretary (CITY SEAL) CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor M EXHIBIT A -3- CITY OF SCHERTZ THE STATE OF TEXAS § GUADALUPE COUNTY § This Service Agreement ( "Agreement ") is made and entered by and between the City of Schertz, Texas, (the "City ") a Texas municipality, and BB Inspection Services, LLC. ( "Contractor "). Section 1. Duration This Agreement shall become effective upon the date of the final signature affixed hereto and shall remain in effect until September 30, 2018 unless terminated as provided for in this Agreement. Section 2. Scope of Work (A) Contractor shall perform the Work as more particularly described in the Scope of Work attached hereto as Exhibit "A ". The work as described in the Scope of Work constitutes the "Project ". (B) The Quality of Work provided under this Agreement shall be of the level of quality performed by Contractors regularly rendering this type of service. (C) The Contractor shall perform its Work for the Project in compliance with all statutory, regulatory and contractual requirements now or hereafter in effect as may be applicable to the rights and obligations set forth in the Agreement. (D) The Contractor may rely upon the accuracy of reports and surveys provided to it by the City except when defects should have been apparent to a reasonably competent Contractor or when it has actual notice of any defects in the reports and surveys. Section 3. Compensation (A) The Contractor shall be paid in the manner set forth in Exhibit "A" and as provided herein. (B) Billing Period. The Contractor may submit an invoice for payment upon completion of the described tasks. Subject to Chapter 2251, Texas Government Code (the "Prompt Payment Act "), payment is due within thirty (30) days of the City's receipt of the Contractor's invoice. Interest on overdue payments shall be calculated in accordance with the Prompt Payment Act. (C) Reimbursable Expenses. Any and all reimbursable expenses related to the Project shall be included in the scope of Work (Exhibit A) and accounted for in the total contract amount. (D) Not to Exceed Contract Amount. Expenditures for this contract shall not exceed ONE HUNDRED EIGHTY THOUSAND AND N01100 DOLLARS ($180,000.00) per fiscal year. Fiscal year one shall be the October 1, 2016 through September 30, 2017. Fiscal year two shall be October 1, 2017 through September 30, 2018. CITY OF SCHERTZ PAGE 1 BB Inspection Services, LLC. Service Agreement (E) Payments Subject to Future Appropriation. This Agreement shall not be construed as a commitment, issue, pledge or obligation of any specific taxes or tax revenues for payment to Contractor. (1) All payments or expenditures made by the City under this Agreement are subject to the City's appropriation of funds for such payments or expenditures to be paid in the budget year for which they are made. (2) The payments to be made to Contractor, or other expenditures under this Agreement, if paid, shall be made solely from annual appropriations of the City as may be legally set aside for the implementation of Article III, Section 52 -a of the Texas Constitution or Chapter 380 of the Texas Local Government Code or any other economic development or financing program authorized by statute or home rule powers of the City under applicable Texas law, subject to any applicable limitations or procedural requirements. (3) In the event the City does not appropriate funds in any fiscal year for payments due or expenditures under this Agreement, the City shall not be liable to Contractor for such payments or expenditures unless and until appropriation of said funds is made; provided, however, that Contractor, in its sole discretion, shall have the right but not the obligation to terminate this Agreement and shall have no obligations under this Agreement for the year in respect to which said unappropriated funds relate. (4) To the extent there is a conflict of this Section and any other language or covenants in this Agreement, this Section 3shall control. Section 4. Time of Completion The prompt completion of the Work under the Scope of Work relates is critical to the City. Unnecessary delays in providing Work under a Scope of Work shall be grounds for dismissal of the Contractor and termination of this Agreement without any or further liability to the City other than a prorated payment for necessary, timely, and conforming work done by Contractor prior to the time of termination. Section 5. Insurance Before commencing work under this Agreement, Contractor shall obtain and maintain the liability insurance provided for below throughout the term of the Project plus an additional two years. Contractor shall provide evidence of such insurance to the City. Such documentation shall meet the requirements noted in Exhibit B. Contractor shall maintain the following limits and types of insurance: Workers Compensation Insurance: Contractor shall carry and maintain during the term of this Agreement, workers compensation and employers liability insurance meeting the requirements of the State of Texas on all the Contractor's employees carrying out the work involved in this contract. General Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, general liability insurance on a per occurrence basis with limits of liability not less than $1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property Damage, coverage shall be no less than $1,000,000. As a minimum, coverage for Premises, Operations, Products and Completed Operations shall be $2,000,000. This coverage shall protect the public or any person from injury or property damages sustained by reason of the Contractor or its employees CITY OF SCHERTZ PAGE 2 BB Inspection Services, LLC. Service Agreement carrying out the work involved in this Agreement. The general aggregate shall be no less than $2,000,000. Automobile Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, automobile liability insurance with either a combined limit of at least $1,000,000 per occurrence for bodily injury and property damage or split limits of at least $1,000,000 for bodily injury per person per occurrence and $1,000,000 for property damage per occurrence. Coverage shall include all owned, hired, and non -owned motor vehicles used in the performance of this contract by the Contractor or its employees. Subcontractor: In the case of any work sublet, the Contractor shall require subcontractor and independent contractors working under the direction of either the Contractor or a subcontractor to carry and maintain the same workers compensation and liability insurance required of the Contractor. Qualifying Insurance: The insurance required by this Agreement shall be written by non - assessable insurance company licensed to do business in the State of Texas and currently rated "B +" or better by the A.M. Best Companies. All policies shall be written on a "per occurrence basis" and not a "claims made" form. Evidence of such insurance shall be attached as Exhibit "C ". Failure of Certificate Holder to demand a certificate or other evidence of full compliance with these insurance requirements or failure of Certificate Holder to identify a deficiency from evidence that is provided will not be construed as a waiver of Insured's obligation to maintain such insurance. Section 6. Miscellaneous Provisions (A) Subletting. The Contractor shall not sublet or transfer any portion of the work under this Agreement or any Scope of Work issued pursuant to this Agreement unless specifically approved in writing by the City, which approval shall not be unreasonably withheld. Subcontractors shall comply with all provisions of this Agreement and the applicable Scope of Work. The approval or acquiescence of the City in the subletting of any work shall not relieve the Contractor of any responsibility for work done by such subcontractor. (B) Compliance with Laws. The Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative, or regulatory bodies in any matter affecting the performance of this Agreement, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish the City with satisfactory proof of compliance. (C) Independent Contractor. Contractor acknowledges that Contractor is an independent contractor of the City and is not an employee, agent, official or representative of the City. Contractor shall not represent, either expressly or through implication, that Contractor is an employee, agent, official or representative of the City. Income taxes, self - employment taxes, social security taxes and the like are the sole responsibility of the Contractor. (D) Non - Collusion. Contractor represents and warrants that Contractor has not given, made, promised or paid, nor offered to give, make, promise or pay any gift, bonus, commission, money or other consideration to any person as an inducement to or in order to obtain the work to be CITY OF SCHERTZ PAGE 3 BB Inspection Services, LLC. Service Agreement provided to the City under this Agreement. Contractor further agrees that Contractor shall not accept any gift, bonus, commission, money, or other consideration from any person (other than from the City pursuant to this Agreement) for any of the Work performed by Contractor under or related to this Agreement. If any such gift, bonus, commission, money, or other consideration is received by or offered to Contractor, Contractor shall immediately report that fact to the City and, at the sole option of the City, the City may elect to accept the consideration for itself or to take the value of such consideration as a credit against the compensation otherwise owing to Contractor under or pursuant to this Agreement. (E) Force Majeure. If the performance of any covenant or obligation to be performed hereunder by any party is delayed as a result of circumstances which are beyond the reasonable control of such party (which circumstances may include, without limitation, pending litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions [such as, by way of illustration and not of limitation, severe rain storms or below freezing temperatures, or tornados] labor action, strikes or similar acts, moratoriums or regulations or actions by governmental authorities), the time for such performance shall be extended by the amount of time of such delay, but no longer than the amount of time reasonably occasioned by the delay. The party claiming delay of performance as a result of any of the foregoing force majeure events shall deliver written notice of the commencement of any such delay resulting from such force majeure event not later than seven (7) days after the claiming party becomes aware of the same, and if the claiming party fails to so notify the other party of the occurrence of a force majeure event causing such delay and the other party shall not otherwise be aware of such force majeure event, the claiming party shall not be entitled to avail itself of the provisions for the extension of performance contained in this subsection. (F) In the case of any conflicts between the terms of this Agreement and wording contained within the Scope of Work, this Agreement shall govern. The Scope of Work is intended to detail the technical scope of Work, fee schedule, and contract time only and shall not dictate Agreement terms. Section 7. Termination (A) This Agreement may be terminated: (1) By the mutual agreement and consent of both Contractor and City; (2) By either party, upon the failure of the other party to fulfill its obligations as set forth in either this Agreement or a Scope of Work issued under this Agreement; (3) By the City, immediately upon notice in writing to the Contractor, as consequence of the failure of Contractor to perform the Work contemplated by this Agreement in a timely or satisfactory manner; (4) By the City, at will and without cause upon not less than five (5) days written notice to the Contractor. (B) If the City terminates this Agreement pursuant to subsection 7(A)(2) or (3), above, the Contractor shall not be entitled to any fees or reimbursable expenses other than the fees and reimbursable expenses then due and payable as of the time of termination and only then for those Work that have been timely and adequately performed by the Contractor considering the actual costs incurred by the Contractor in performing work to date of CITY OF SCHERTZ PAGE. 4 BB Inspection Services, LLC. Service Agreement termination, the value of the work that is nonetheless usable to the City, the cost to the City of employing another Contractor to complete the work required and the time required to do so, and other factors that affect the value to the City of the work performed at time of termination. In the event of termination not the fault of the Contractor, the Contractor shall be compensated for all basic, special, and additional Work actually performed prior to termination, together with any reimbursable expenses then due. Section 8. Indemnification CONTRACTOR AGREES TO INDEMNIFY AND HOLD THE CITY OF SCHERTZ, TEXAS AND ALL OF ITS PRESENT, FUTURE AND FORMER AGENTS, EMPLOYEES, OFFICIALS AND REPRESENTATIVES HARMLESS IN THEIR OFFICIAL, INDIVIDUAL AND REPRESENTATIVE CAPACITIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LIENS AND EXPENSES (INCLUDING ATTORNEYS FEES, WHETHER CONTRACTUAL OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY, AND WHETHER ACTUAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL), OF ANY CONCEIVABLE CHARACTER, FOR INJURIES TO PERSONS (INCLUDING DEATH ) OR TO PROPERTY (BOTH REAL AND PERSONAL ) CREATED BY, ARISING FROM OR IN ANY MANNER RELATING TO THE WORK OR GOODS PERFORMED OR PROVIDED BY CONTRACTOR— EXPRESSLY INCLUDING THOSE ARISING THROUGH STRICT LIABILITY OR UNDER THE CONSTITUTIONS OF THE UNITED STATES. Section 9. Notices Any notice required or desired to be given from one party to the other party to this Agreement shall be in writing and shall be given and shall be deemed to have been served and received (whether actually received or not) if (i) delivered in person to the address set forth below; (ii) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for notice, but until written notice of such change is actually received by the other party, the last address of such party designated for notice shall remain such party's address for notice. Section 10. No Assignment Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent of the other party. Section 11. Severabilitv If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. Section 12. Waiver Either City or the Contractor shall have the right to waive any requirement contained in this Agreement that is intended for the waiving party's benefit, but, except as otherwise provided herein, such waiver shall be effective only if in writing executed by the party for whose benefit such requirement is intended. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether CITY OF SCHERTZ PAGE 5 BB Inspection Services, LLC. Service Agreement concurrent or subsequent, and whether of the same or of a different type of breach or violation. Section 13. Governing Law; Venue This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas. The provisions and obligations of this Agreement are performable in Guadalupe County, Texas such that exclusive venue for any action arising out of this Agreement shall be in Guadalupe County, Texas. Section 14. Paragraph Headings; Construction The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. Both parties have participated in the negotiation and preparation of this Agreement and this Agreement shall not be construed either more or less strongly against or for either party. Section 15. Binding Effect Except as limited herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal and legal representatives, successors and assigns. Section 16. Gender Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. Section 17. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Section 18. Exhibits All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Section 19. Entire Agreement It is understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. Section 20. Relationship of Parties Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement. Section 21. Right To Audit City shall have the right to examine and audit the books and records of Contractor with regards to CITY OF SCHERTZ PAGE 6 BB Inspection Services, LLC. Service Agreement the work described in Exhibit A, or any subsequent changes, at any reasonable time. Such books and records will be maintained in accordance with generally accepted principles of accounting and will be adequate to enable determination o£ (1) the substantiation and accuracy of any payments required to be made under this Agreement; and (2) compliance with the provisions of this Agreement. Section 22. Dispute Resolution In accordance with the provisions of Subchapter I, Chapter 271, TEX. LOCAL, Gov'T CODE, the parties agree that, prior to instituting any lawsuit or other proceeding arising from a dispute under this agreement, the parties will first attempt to resolve the dispute by taking the following steps: (1) A written notice substantially describing the nature of the dispute shall be delivered by the dissatisfied party to the other party, which notice shall request a written response to be delivered to the dissatisfied party not less than 5 days after receipt of the notice of dispute. (2) If the response does not reasonably resolve the dispute, in the opinion of the dissatisfied party, the dissatisfied party shall give notice to that effect to the other party whereupon each party shall appoint a person having authority over the activities of the respective parties who shall promptly meet, in person, in an effort to resolve the dispute. (3) If those persons cannot or do not resolve the dispute, then the parties shall each appoint a person from the highest tier of managerial responsibility within . each respective party, who shall then promptly meet, in person, in an effort to resolve the dispute. Section 23. Disclosure of Business Relationships /Affiliations; Conflict of Interest Questionnaire Contractor represents that it is in compliance with the applicable filing and disclosure requirements of Chapter 176 of the Texas Local Government Code. Certificate of Interested Parties Effective January 1, 2016, pursuant to House Bill 1295 passed by the 84th Texas Legislature (Section 2252.908, Texas Government Code, as amended) and formal rules released by the Texas Ethics Commission (TEC), all contracts with private business entities requiring approval by the Schertz City Council will require the on -Line completion of Form 1295 "Certificate of Interested Parties." Form 1295 is also required for any and all contract amendments, extensions or renewals. Contractors are required to complete and file electronically with the Texas Ethics Commission using the online filing application. Please visit the State of Texas Ethics Commission website, : / /www. ethics .state.tx.us /whatsnew /elf info forml295.htm and https://www.ethics.state.tx.us/tec/I 295-Info.htm for more information. IF YOU HAVE ANY QUESTIONS ABOUT COMPLIANCE, PLEASE CONSULT YOUR OWN LEGAL COUNSEL. COMPLIANCE IS THE INDIVIDUAL RESPONSIBILITY OF EACH PERSON OR AGENT OF A PERSON WHO IS SUBJECT TO THE FILING REQUIREMENT. AN OFFENSE UNDER CHAPTER 176 IS A CLASS C MISDEMEANOR. [The remainder of this page is intentionally left blank.] CITY OF SCHERTZ PAGE 7 BB Inspection Services, LLC. Service Agreement T EXECUTED on this the day of Y 12017, Bv: Name: John Kessel T'itic C itv Manager ADDRESS FOR NOTICEI: CITY: C'ity� it' Schertr ttn, Jahn C. Kess 1, City Manager 1400 Schatz, Parkway Schrtr, Tas 78154 CONTRACTOR: R: ClINOVSCHERTZ r AGE BB Impcstian Services, LL .,Scrvi" i t €neat Exhibit "A" •' • •' Pro i ect The Contractor shall provide plan review and building inspection services to the City. Location Various City locations Scope of Work The Contractor shall review provide building inspection services for any residential or commercial structure in Schertz, Texas. The Contractor will employ currently adopted International Building Code and Supplements thereto and the state - mandated 2014 National Electrical Code and 2015 International. Energy Conservation Code. City will schedule inspections with Contractor as needed. Contractor will provide services within two business days, unless otherwise agreed upon by City and Contractor. Contractor will provide inspection report to City electronically. Fee Schedule Individual Inspections: Combo Frame Inspections (Frame and MEPs) Plan Review Fee Schedule Residential: Multi Family: Commercial: Misc. commercial work $50.00 $100.00 $50.00 per plan. $60.00 per hour (minimum, one hour) $60.00 per plan $60.00 per hour Term of Service Agreement This Service Agreement shall automatically terminate September 30, 2018. . This contract shall be terminated if funds allocated for expenditure under this agreement are not available as provided for in section 7. of this agreement. Maximum Contract Expenditure Cumulative expenditures under this agreement shall not exceed $360,000.00 during its term. Maximum expenditures during each of the Schertz fiscal years shall not exceed $180,000.00. Fiscal year one is defined as October 1, 2016 through September 30, 2017. Fiscal year two is defined as October 1, 2017 . through September 30, 2018. . CITY OF SCHERTZ PAGE 9 BB Inspection Services, LLC. Service Agreement Exhibit "B" The Contractor shall comply with each and every condition contained herein. The Contractor shall provide and maintain the minimum insurance coverage set forth below during the term of its agreement with the City. Any Subcontractor(s) hired by the Contractor shall maintain insurance coverage equal to that required of the Contractor. It is the responsibility of the Contractor to assure compliance with this provision. The City of Schertz accepts no responsibility arising from the conduct, or lack of conduct, of the Subcontractor. INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT With reference to the foregoing insurance requirements, Contractor shall specifically endorse applicable insurance policies as follows: 1. The City of Schertz shall be named as an additional insured with respect to General Liability and Automobile Liability on a separate endorsement. 2. A waiver of subrogation in favor of The City of Schertz shall be contained in the Workers Compensation and all liability policies and must be provided on a separate endorsement. 3. All insurance policies shall be endorsed to the effect that The City of Schertz will receive at least thirty (30) days written notice prior to cancellation or non - renewal of the insurance. 4. All insurance policies, which name The City of Schertz as an additional insured, must be endorsed to read as primary and non - contributory coverage regardless of the application of other insurance. 5. Chapter 1811 of the Texas Insurance Code, Senate Bill 425 82(R) of 2011, states that the above endorsements cannot be on the certificate of insurance. Separate endorsements must be provided for each of the above. 6. All insurance policies shall be endorsed to require the insurer to immediately notify The City of Schertz of any material change in the insurance coverage. 7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions. 8. Required limits may be satisfied by any combination of primary and umbrella liability insurances. 9. Contractor may maintain reasonable and customary deductibles, subject to approval by The City of Schertz. 10. Insurance must be purchased from insurers having a minimum AmBest rating of B +. 11. All insurance must be written on forms filed with and approved by the Texas Department of Insurance. (ACORD 25 2010/05). Coverage must be written on an occurrence form. 12. Contractual Liability must be maintained covering the Contractors obligations contained in the contract. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting all endorsements and insurance coverages according to requirements and instructions contained herein. 13. Upon request, Contractor shall furnish The City of Schertz with certified copies of all insurance policies. 14. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to the City of Schertz within ten (10) business days after contract award and prior to starting any work by the successful Contractor's insurance agent of record or insurance company. Also, prior to the start of any work and at the same time that the Certificate of Insurance is issued and sent to the City of Schertz, all required endorsements identified in sections A, B, C and D, above shall be sent to the City of Schertz. The certificate of insurance and endorsements shall be sent to: City of Schertz Purchasing Department 1400 Schertz Parkway Schertz, TX 78154 CITY OF SCHERTZ BB Inspection Services, LLC. Service Agreement emailed to: urchasin schertz.com Faxed to: 210 - 619 -1169 PAGE 10 CERTIFICATE 1E, 0A [i _ ,(tag)nisisthiiilii� 611 0 1 i" -D "MI UNI, 1 1 t I fs. C fiii i� �� C r 1411t �J MOM I, 2212, ftwoL be llartt Wth Glopla T@11a TaxV 114 .. 1q;( fii 429enaded by Texas Le, &iLdwo 666510Eato'2014). BB Inspection Services, LLC. Service Agreement ate, ''iii . MI rt, iLE6 t. 1 ;' x'440 ' I, y mm di VLAW ' 'D of K A RRTON .V4Yrffi lid 1:Nfi 'tUMAY �1 to i• bt n t la i n 1E, 0A [i _ ,(tag)nisisthiiilii� 611 0 1 i" -D "MI UNI, 1 1 t I fs. C fiii i� �� C r 1411t �J MOM I, 2212, ftwoL be llartt Wth Glopla T@11a TaxV 114 .. 1q;( fii 429enaded by Texas Le, &iLdwo 666510Eato'2014). BB Inspection Services, LLC. Service Agreement the certificate of insurance with the information listed below: A) Certificate of Insurance date B) Producer (Insurance Agency) Information — complete name, address, telephone information, & email address. C) Insured's (Insurance Policy Holder) Information — complete name & address information D) Insurer (name /names of insurance company) * *(Remember the city requires all insurance companies to be Authorized to do business in the State of Texas be rated by A.M. Best with a rating of B+ (or better) Class VI (or higher) or otherwise be acceptable to the City if not rated by A.M. Best) E) NAIC # (National Association of Insurance Commissioners, a # that is assigned by the State to all insurance companies) F) Insurer letter represents which insurance company provides which type of coverage from D G) General Liability Insurance Policy — must have an (x) in box. Also, "Occurrence" type policy — must have an (x) in the box (occurrence policy preferred but claims made policy can be accepted with special approval) H) This section shall be filled in with "Y" for yes under Additional Insured for all coverages, except for Contractor Liability and Workers' Compensation. There shall also be a "Y" for yes under all coverages for subrogation waived. I) Automobile Liability Insurance — must be checked for Any Auto, All Owned Autos, Hired Autos J) Umbrella Coverage — must be checked in this section and by occurrence whenever it is required by written contract and in accordance with the contract value. K) Worker's Compensation and Employers Liability Insurance — information must be completed in this section of the certificate of insurance form (if applicable). L) Builder's Risk Policy — for construction projects as designated by the City of Schertz. Professional Liability Coverage — for professional services if required by the City of Schertz. M) Insurance Policy #'s N) Insurance policy effective dates (always check for current dates) O) Insurance Policy limits (See Insurance Requirements Checklist) P) This section is to list projects, dates of projects, or location of project. Endorsements to the insurance policy(ies) must be provided separately and not in this section. The following endorsements are required by the City of Schertz. (l) Adding the City of Schertz as an additional insured. The "additional insured" endorsement is not required for professional liability and workers compensation insurance; and (2) Waiver of Subrogation (3) Primary and Non - Contributory (4) Cancellation Notice Q) City of Schertz's name and address information must be listed in this section R) Notice of cancellation, non - renewal, or material change to the insurance policy(ies) must be provided to the City of Schertz in accordance with a cancellation notice endorsement to the policy and /or per the policy provisions based on the endorsement adding the city as an additional insured. (Sec. 1811.155, Tex. Ins. Code) S) The certificate must be signed by the Authorized Agent in this section of the certificate form. CITY OF SCHERTZ PAGE 12 BB Inspection Services, LLC. Service Agreement Exhibit "C" CITY OF SCHERTZ PAGE 13 BB Inspection Services, LLC. Service Agreement DATE (MM /DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 07/10/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lynn Kazmark NAME: Superior Insurance PHONE 972 423 -2300 FAX, 1AIC� No Ext)____ ( ) tAICNoL - - -- (972)759-9781 _ _ 1347 19th St. EMAIL homeinspect @superiorinsuranceinc.com A�DBES :________ _ _ ___ _________ _. Piano, TX 75074 INSURER(S) AFFORDING COVERAGE NAIC - #_ -- ______ _ -- - - - - -- Phone (972) 423 -2300 Fax (972) 759 -9781 INSURER A : Hartford Commerical Insurance Company 1100 _ - __ - -------------------------------- -- - _ _ -- _ - -- - - - -- INSURED INSURER s : Llovds of London Insurance COmpanv 0565 BB Inspection Services, LLC INSURER C : 409 Skyforest Dr. INSURER D INSURER E San Antonio TX 78232 - INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBR QTR TYPE OF INSURANCE INSR WVD __ ___— POLICY NUMBER ----------------- POLICY EFF POLICY EXP 1MM /DD /YYYY) (MM /DD /YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000.00 ❑ CLAIMS -MADE 0 OCCUR DAMAGE TO RENTED PREMISES 1,000,000.00 Ea occurrence $ ❑ MED EXP (Any one person $ 10,000.00 A ❑ Y 46SBMC03153 11/24/2016 11/24/2017 -- - -- -- PERSONAL & ADV INJURY $ 2,000,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000.00 POLICY PRO LOC JECT PRODUCTS - COMP /OP AGG $ 4,000,000.00 ❑ OTHER $ -- - — -------- -------- AUTOMOBILE LIABILITY - ------ COMBINED SINGLE LIMIT 2,000,000.00 _— ----- ❑ ANY AUTO BODILY INJURY (Per person) $ A ❑ AUTOS OWNED ❑ AUTOSULED Y 46SBMC03153 - -- --------------------------- BODILY INJURY (Per accident) $ 11/24/2016 11/24/2017 NON -OWNED 0 HIRED AUTOS ❑ AUTOS RT M - - -__ PROPEY DAAGE $ SPer accident} -------------------------------- ❑ ❑ $ --- - - - - -- - - -- ------------------------------------ ------------- ------------ - - - - -- -- - - - - -- --- - - - - -- ------------------------------------------------------ ❑ UMBRELLA LIAB ❑ OCCUR - - - - -- ------------------ - - - - -- - EACH OCCURRENCE $ ❑ EXCESS LIAB ❑ CLAIMS -MADE AGGREGATE $ El DED El RETENTION $ $ WORKERS COMPENSATION PER OTH- ❑ ❑ AND EMPLOYERS' LIABILITY Y / N STATUTE ER- ------------------------------------ ANY PROPRIETOR/PARTNER/EXECUTIVE -- OFFICER /MEMBER EXCLUDED? ] N/A E.L. EACH ACCIDENT $ - -- --- - -- ___ ____ (Mandatory in NH) - -- E.L. DISEASE EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below — -- -— - - -- - - - -- - - - - -- E.L DISEASE POLICY LIMIT $ B Professional Liability (E &O) N RE00033917S1264 06/25/2017 06/25/2018 $1,000,000 / $1,000,000 / $5,000 ---- - - - - -- ------------------------------------------------------------------------------------------- - - - - -- -- - - - - -- ----------------------------------------------------------------------------------------------- - - - - -- ----------------------- - - - - -- ----------------------------------------------------------------------------------------------------------- DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Schertz THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1400 Schertz Parkway, Building #1 Schertz, TX 78154 AUTHORIZED REPRESENTATIVE - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - - - -- -- - - -- - - - -- - @ 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) QF The ACORD name and logo are registered marks of ACORD AMENDMENT NUMBER ONE TO SERVICES AGREEMENT This Amendment is made and entered into this 5th day of July, 2018 ( "Effective Date ") by and between the CITY OF SCHERTZ, TEXAS ( "City ") and BB Inspection Services, LLC, ( "Contractor "). WHEREAS, Contractor and City entered into an agreement on July 13, 2017, . for plan review and building inspection services (the "Agreement "); and WHEREAS, City has requested changes to the agreement; and WHEREAS, Contractor is amenable to the requested changes. NOW, THEREFORE, the Parties agree as follows: 1. Section 3. Compensation, Part D "Not to Exceed Contract Amount" is hereby amended to read "Expenditures for this contract shall not exceed Four Hundred Sixty Thousand and No /100 Dollars ($460,000.00) for the term of the agreement." 2. Exhibit A. Scope of Work Maximum Contract Expenditure is hereby amended to read: "Expenditures for this contract shall not exceed Four Hundred Sixty Thousand and No /100 Dollars ($460,000.00) for the term of the agreement." 3. All other terms, conditions, and provisions of the Agreement not in conflict with this Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have set their hand by their duly authorized representatives as of the day and year first above written. CITY: CONTRACTOR: By: By: Name: Brian James Name: Title: Acting City Manager Title: Agenda No. 11 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Finance Subject: ORDINANCE NO 18 -B -23 - CONSIDERATION AND APPROVAL OF AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018"; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT AND AN OFFICIAL BID FORM; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; AUTHORIZING THE EXECUTION OF ANY NECESSARY ENGAGEMENT AGREEMENTS WITH THE CITY'S FINANCIAL ADVISORS AND /OR BOND COUNSEL; AND PROVIDING AN EFFECTIVE DATE. (First & Final) 111xy Kel till 110 1� The City previously authorized a Notice of Intention Resolution on May 22, 2018 declaring its intent to issue Certificates of Obligation ( "CO ") to fund capital improvement projects. Having met the legal requirements of publication and having received no petition from any citizen, the City can now proceed with the consideration and issuance of the COs. In keeping with the previously authorized Notice of Intention Resolution, the Ordinance makes clear that the City is issuing COs in an amount not -to- exceed $10,890,000 for the purposes of making street and drainage repairs, making repairs to municipal buildings including buildings within the Municipal Complex including security upgrades, renovating a new fleet vehicle building, reconstruction of a bathroom at the Rec Center, repairs to Pickrell Pool, maintenance related to the City's parks and trails, a reserve engine for the fire department, a loop line for continuous water service during a main break, utility relocation of FM 1103 and a new water meter system. On July 10th the City will price its COs and the Council will then consider an Ordinance approving the sale to the winning bidder of the COs at a competitive sale. The COs will be supported by both ad valorem taxes for general fund projects and the utility fund for projects related to utility system improvements. The authorization and sale of these COs will not require a tax rate increase or a utility rate increase. Expected bond funding is as follows: Funding Source Project Funding Amount I &S Fund Street and Drainage Improvements Phase 3 (but this could be used to improve streets not listed previously as part of phase 3) $1,600,000 I &S Fund Building Repairs $2,1.80,000 I &S Fund Recreation Center Repair $475,000 I &S Fund Pickrell Park Pool Repair $60,000 I &S Fund Parks and Trails Maintenance and Improvements $100,000 I &S Fund Reserve Fire Engine #2 $650,000 W &S Fund Water Loop Lines $825,000 W &S Fund FM 1103 Utility Relocation $1,000,000 W &S Fund Water Meters $4,000,000 Total Issuance $10,890,000 FISCAL IMPACT Annual debt service for the Interest & Sinking Fund (I &S) is expected to be around $340,000 while the Water & Sewer Fund will add an estimated $390,000 for 20 years. Both amounts have been factored into the long term debt model and utility rate structures and are not expected to cause any unplanned increases in taxes or utility rates. RECOMMENDATION Staff recommends approving the sale of Certificates of Obligation with funds delivered on th August 8 MOTION WHICH NEEDS TO BE STATED IS: MOVE TO ADOPT AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF SCHERTZ TEXAS COMBINATION TAX AND LIMITED PLEDGE REVf,,NFUE CER'TIFICATES OF OBLIGATION, SERIES 2018 ATTACHMENT(S) Bond Ordinance No. 18-B-23 DRAFT 6/27/18 ORDINANCE NO. 18 -B -23 AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018"; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT AND AN OFFICIAL BID FORM; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; AUTHORIZING THE EXECUTION OF ANY NECESSARY ENGAGEMENT AGREEMENTS WITH THE CITY'S FINANCIAL ADVISORS AND /OR BOND COUNSEL; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council of the City of Schertz, Texas (the City) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount of $ for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing street improvements (including utilities repair, replacement, and relocation), curbs, gutters, and sidewalk improvements, including drainage incidental thereto; (2) designing, constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's utility system; (3) designing, constructing, renovating, improving, and equipping various facilities located in the City's Municipal Complex, (4) designing, renovating, repairing, and improving the security locks in all of the City's buildings; (5) designing, constructing, renovating, repairing, and improvement a new fleet building; (6) designing, constructing, renovating, improving, and equipping the City's parks and recreational facilities, including repairs to the City's Pickrell park community swimming pool and Recreation Center bathroom reconstruction; (7) designing, constructing, acquiring, purchasing, renovating, enlarging, and improving the Issuer's public safety facilities and equipment; (8) the purchase of materials, public safety equipment, supplies, equipment, machinery, landscaping, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital improvements; and (9) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication 73069882.5 of such notice being not less than thirty (30) days prior to the tentative date stated therein for the passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that the issuance of the certificates of obligation, under the terms herein specified, is in the best interests of the City and its residents; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of $ described in such notice should be issued and sold at this time; now, therefore, C •' • • • ' THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of THOUSAND AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018" (the Certificates), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing street improvements (including utilities repair, replacement, and relocation), curbs, gutters, and sidewalk improvements, including drainage incidental thereto; (2) designing, constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's utility system; (3) designing, constructing, renovating, improving, and equipping various facilities located in the City's Municipal Complex, (4) designing, renovating, repairing, and improving the security locks in all of the City's buildings; (5) designing, constructing, renovating, repairing, and improvement a new fleet building; (6) designing, constructing, renovating, improving, and equipping the City's parks and recreational facilities, including repairs to the City's Pickrell park community swimming pool and Recreation Center bathroom reconstruction; (7) designing, constructing, acquiring, purchasing, renovating, enlarging, and improving the Issuer's public safety facilities and equipment; (8) the purchase of materials, public safety equipment, supplies, equipment, machinery, landscaping, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital improvements; and (9) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Chapter 1502, as amended, Texas Government Code, and the City's Home Rule Charter. 73069882.5 -2- SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Certificate Date. The Certificates are issuable in fully registered form only; shall be dated July 1, 2018 . (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on February I in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: Years of Stated Maturity 2019 2020 2021. 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Principal Amounts ($) Interest Rates The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Certificates shall be payable on February I and August 1 in each year (each, an Interest Payment Date), commencing February 1, 2019, while the Certificates are Outstanding. 73069882.5 -3- SECTION 3. Payment of Certificates - Pang A e� ig strar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium if any, and interest on the Certificates shall be without exchange or collection charges to the Holder (hereinafter defined) of the Certificates. The selection and appointment of UMB Bank, N.A., Austin, Texas (the Paying Agent /Registrar) to serve as the initial Paying Agent /Registrar, for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent /Registrar books and records (the Security Register) for the registration, payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent /Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent /Registrar and City may prescribe. The City covenants to maintain and provide a Paying Agent /Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent /Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent /Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent /Registrar. The City reserves the right to appoint a successor Paying Agent /:Registrar upon providing the previous Paying Agent /Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first -class postage prepaid, which notice shall also give the address of the new :Paying Agent /Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent /Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, by the Paying Agent /Registrar, to the address of the Holder appearing in the Security Register or (ii) by such 73069882.5 -4- other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the :Paying Agent /Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder of a Certificate appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption. The Certificates stated to mature on February 1, 20_, February 1, 20_, and February 1, 20_ are referred to herein as the "Term Certificates ". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on February 1 in each of the years as set forth below: Term Certificates Stated to Mature on February 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. 73069882.5 -5- Term Certificates Stated to Mature on February 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. Term Certificates Stated to Mature on February 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent /Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after February 1, 2029 shall be subject to redemption prior to Stated Maturity, at the option of the City, on February 1, 2028, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty -five (45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent /Registrar), the City shall notify the Paying Agent /Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent /Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subject to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, the Paying Agent /Registrar shall cause a notice of redemption to be sent by United States mail, first -class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent /Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business 73069882.5 -6- day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent /Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer /Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty -five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tern under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate 73069882.5 -7- of registration substantially in the form provided in Section 81), executed by the Paying Agent /Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. The Paying Agent /Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security :Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent /Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent /Registrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent /Registrar, the City shall execute and the Paying Agent /Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent /Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent /Registrar shall register and deliver, the Certificates to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent /Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent /Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. 73069882.5 -8 SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T -1, or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T -1 and upward (the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent /Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, the Registration. Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent /Registrar, and the form of Assignment to be printed on each of the Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured, and any reproduction of an opinion of Bond Counsel and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Certificates as evidenced by their execution thereof, but the Initial Certificate submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 73069882.5 -9- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Guadalupe, Comal, and Bexar CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2018 Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 1, 2018 . REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Schertz, Texas (the City), a body corporate and municipal corporation in the Counties of Guadalupe, Comal, and Bexar, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Certificate Date specified above, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until such Principal. Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 1 and August 1 of each year (each, an Interest Payment Date), commencing February 1, 2019. . Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof (the Folder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent /Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the :Paying Agent /Registrar, requested by the Holder hereof at the Holder's risk and expense. 73069882.5 -10- This Certificate is one of the series specified in its title issued in the aggregate principal amount of $ (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing street improvements (including utilities repair, replacement, and relocation), curbs, gutters, and sidewalk improvements, including drainage incidental thereto; (2) designing, constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's utility system; (3) designing, constructing, renovating, improving, and equipping various facilities located in the City's Municipal Complex, (4) designing, renovating, repairing, and improving the security locks in all of the City's buildings; (5) designing, constructing, renovating, repairing, and improvement a new fleet building; (6) designing, constructing, renovating, improving, and equipping the City's parks and recreational facilities, including repairs to the City's Pickrell park community swimming pool and Recreation Center bathroom reconstruction; (7) designing, constructing, acquiring, purchasing, renovating, enlarging, and improving the Issuer's public safety facilities and equipment; (8) the purchase of materials, public safety equipment, supplies, equipment, machinery, landscaping, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital improvements; and (9) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, under and in strict conformity with the laws of the State of Texas, particularly Chapter 1502, as amended, Texas Government Code, the Certificate of Obligation Act of 1971, as amended, Texas Local. Government Code, Section 271.041 through 271.064, and the City's Home Rule Charter. As provided in the Ordinance, the Certificates stated to mature on February 1, 20_, February 1, 20_, and February 1, 20_ are referred to herein as the "Term Certificates ". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on February 1 in each of the years as set forth below: Term Certificates Stated to Mature on February 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. 73069882.5 -11- Term Certificates Stated to Mature on February 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. Term Certificates Stated to Mature on February 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent /Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As provided in the Ordinance, the Certificates having Stated Maturities on and after February 1, 2029 shall be subject to redemption prior to Stated Maturity, at the option of the City, on February 1, 2028, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar), at the redemption price of par plus accrued interest to the date of redemption and upon thirty (30) days prior written notice being given by United States mail, first - class postage prepaid, to Holders of the Certificates to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price, and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent /Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent /Registrar shall not be required to issue, transfer, or exchange this Certificate within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. 73069882.5 -12- The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's combined utility system (the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City. The City has previously authorized the issuance of the currently outstanding Limited Pledge Obligations (identified and defined in the Ordinance) that are payable, in part, from and secured by a lien on and pledge of a limited amount of the Net Revenues of the System in the manner and as described in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. In the Ordinance, the City reserves and retains the right to issue :Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent /Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent /Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent /Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent /Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent /Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special 73069882.5 -13- Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. CITY OF SCHERTZ, TEXAS C ATTEST: City Secretary (CITY SEAL) 73069882.5 -14- Mayor C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate Onlv. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Certificates. Only. D. Form of Certificate of Paying Agent /Registrar to Appear on Definitive Certificates REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Certificate has been duly issued under the provisions of the within - mentioned Ordinance; the Certificate or Certificates of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent /Registrar. Registered this date: UMB BANK, N.A., Austin, Texas, as Paying Agent /Registrar C Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 73069882.5 -15- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Certificate the headings "Interest Rate and "Stated Maturity shall both be completed "as shown below"; (ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The City of Schertz, Texas (the City), a body corporate and municipal corporation in the Counties of Guadalupe, Comal, and Bexar, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal. Amount specified above stated to mature on the first day of February in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof) 73069882.5 -16- (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Certificate Date specified above, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above, computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 1 and August I of each year (each, an Interest Payment Date), commencing February 1, 2019. Principal of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of UMB Bank, N.A., Austin, Texas (the Paying Agent /Registrar). Interest shall be payable to the Holder of this Certificate whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the :Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein ", "hereof, and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a limited pledge of and lien on Net Revenues of the System being a lien on and pledge of Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the payment of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City, which pledge of revenues is limited pursuant to Section 1.502.052, as amended, Texas Government Code, all as further provided in Section 20 of this Ordinance, and (ii) any obligations issued to refund the foregoing as determined by the City Council in accordance with any applicable law. 73069882.5 -17- B. The term Authorized Officials shall mean the Mayor, the Mayor Pro Tem, the City Manager, the Director of Finance, and /or the City Secretary. C. The term Certificates shall mean the $ "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018" . authorized by this Ordinance. D. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 1.0 of this Ordinance. E. The term City shall mean the City of Schertz, located in Guadalupe, Comal, and Bexar Counties, Texas and, where appropriate, the City Council of the City. F. The term Closing Date shall mean the date of physical delivery of the Initial Certificates in exchange for the payment of the agreed purchase price for the Certificates. G. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. H. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. I. The term Depository shall mean an official depository bank of the City. J. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. K. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its 73069882.5 -18- equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. L. The term Gross Revenues for any period shall mean all revenue during such period in respect or on account of the operation or ownership of the System, excluding refundable meter deposits, restricted gifts, and grants in aid of construction, but including earnings and income derived from the investment or deposit of money in any special fund or account (except the Certificate Fund) created and established for the payment or security of the Certificates. M. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. N. The term Interest Payment Date shall mean the date interest is payable on the Certificates, being February 1 and August 1 of each year, commencing February 1, 2019, while any of the Certificates remain Outstanding. O. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues of the System that are or will be pledged to the payment of the currently outstanding Limited Pledge Obligations, and the Certificates, or any Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City all as further provided in Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. P. The term Limited Pledge Obligations shall mean (i) the Certificates and the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a subordinate and inferior lien on and pledge of a limited amount of the Net Revenues of the System and designated as follows: (1) "City of Schertz, Texas Combination. Tax and Limited Pledge Revenue Certificates of Obligation, Series 2007', dated January 1, 2007, originally issued in the aggregate principal amount of $9,915,000; (2) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2013 ", dated September 1, 2013, . originally issued in the aggregate principal amount of $4,965,000; (3) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A ", dated August 1, 2016, originally issued in the aggregate principal amount of $2,375,000; 73069882.5 -19- (4) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 201613", dated August 1, 2016, originally issued in the aggregate principal amount of $1,475,000; (5) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2017 ", dated May 1.5, 2017, originally issued in the aggregate principal amount of $5,475,000; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. Q. The term Maintenance and Operating Expenses shall mean all current expenses of operating and maintaining the System not paid from the proceeds of the Certificates, including (1) the cost of all salaries, labor, materials, repairs, and extensions necessary to render efficient service, but only if, in the case of repairs and extensions, they are, in the judgment of the City Council (reasonably and fairly exercised), necessary to maintain operation of the System and render adequate service to the City and the inhabitants thereof, or are necessary to meet some physical accident or condition which would otherwise impair obligations payable from Net Revenues, (2) payments to pension, retirement, health, hospitalization, and other employee benefit funds for employees of the City engaged in the operation or maintenance of the System, (3) payments under contracts for the purchase of water supply, treatment of sewage, or other materials, goods, or services for the System to the extent authorized by law and the provisions of such contract, (4) payments to auditors, attorneys, and other consultants incurred in complying with the obligations of the City hereunder, and (5) any legal liability of the City arising out of the operation, maintenance, or condition of the System, but excluding any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Certificates or other bonds, notes, warrants, or similar obligations of the City payable from Net Revenues. R. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. S. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. The term Outstanding when used in this Ordinance with respect to the Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent /Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. 73069882.5 -20- U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of $1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net :Revenues that may be transferred in whole or in part by the City in any given Fiscal Year (however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. W. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable in whole or in part from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. X. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Y. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on February 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. Z. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the limited amount of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations and the Certificates or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance and (ii) any obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. AA. The term System shall mean all properties, facilities and plants currently owned, operated, and maintained by the City for the supply, treatment, and transmission of treated potable water, for the collection and treatment of wastewater, together will all future extensions, improvements, replacements and additions thereto, whether situated within or without the limits of the City and the City expressly reserves the right at its sole discretion to include additional utility, telecommunications, technology, or similar enterprise services as components of the System; provided, however, that notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not mean to include facilities of any kind which are declared not to be a part of the System and which are acquired or constructed by or on 73069882.5 -21- behalf of the City with the proceeds from the issuance of Special Facilities Bonds, which are hereby defined as being special revenue obligations of the City which are not payable from Net Revenues but which are payable from and equally and ratably secured by other liens on and pledges of any revenues, sources or payments, not pledged to the payment of the Bonds Similarly Secured including, but not limited to, special contract revenues or payments received from any other legal entity in connection with such facilities. SECTION 10. Certificate Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Certificates, there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018, INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in the Certificate Fund shall be used for no other purpose and shall be maintained as provided in Section 27. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable and shall cause to be transferred to the Paying Agent /Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and /or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent /Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent /Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent /Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses 73069882.5 -22- debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 1.1. Tax Levy. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service :Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, to be appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration . delinquencies and costs of collecting such annual taxes. SECTION 1.2. Pledge of Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of 73069882.5 -23- any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City and (ii) the lien on and pledge of a limited amount of the Net Revenues to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. System Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF SCHERTZ, TEXAS UTILITY SYSTEM FUND" (the System Fund. All money deposited in the System Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Prior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinance authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Junior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinance authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Subordinate Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinance authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations, including the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinance authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal 73069882.5 -24- and interest payment date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of (i) any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations, including the Certificates, and any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self- insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for utility services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay, together with any other lawfully available funds, all operating, maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; provided, however, that the City expressly reserves the right to utilize other lawfully available funds to pay the Maintenance and Operating Expenses; 73069882.5 -25- B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i) the interest on and principal of any Prior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (ii) the interest on and principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (iii) the interest on and principal of any Subordinate Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds established for the payment of the currently outstanding Limited Pledge Obligations, the Certificates, or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 1.8. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 1502, as amended, Texas Government Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, 73069882.5 -26- but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Prior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Junior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, and any Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; C. Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited :Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the respective ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or the respective ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations, and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 1502, as amended, Texas Government Code, the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; 73069882.5 -27- B. other than for the payment of the currently outstanding Limited Pledge Obligations, and the Certificates, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System; C. as long as any Certificates or any interest thereon remain Outstanding, the City will not sell, lease or encumber (except in the manner provided in Section 20 of this Ordinance) the System or any substantial part thereof, provided that this covenant shall not be construed to prohibit the sale of such machinery, or other properties or equipment which has become obsolete or otherwise unsuited to the efficient operation of the System; D. to the extent that it legally may, the City further covenants and agrees that, so long as any of the Certificates, or any interest thereon, are Outstanding, no franchise shall be granted for the installation or operation of any competing utility systems other than those owned by the City, and the operation of any such systems by anyone other than the City is hereby prohibited; and E. no free service of the System shall be allowed, and should the City or any of its agents or instrumentalities make use of the services and facilities of the System, payment of the reasonable value thereof shall be made by the City out of funds from sources other than the revenues and income of the System. SECTION 22. Application of the Covenants and Agreements of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City. It is expressly recognized that prior to the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, the City must comply with each of the conditions precedent contained in the respective ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as appropriate. SECTION 23. Notices to Holders — Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder as it appears in the Security Register at the close of business on the business day next preceding the mailing of such notice. 73069882.5 -28- In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent /Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent /Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent /Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent /Registrar. The City may at any time deliver to the Paying Agent /Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent /Registrar. All canceled Certificates held by the Paying Agent /Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If (1) any mutilated Certificate is surrendered to the Paying Agent /Registrar, or the City and the Paying Agent /Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent /Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent /Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent /Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent /Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. 73069882.5 -29- SECTION 26. Sale of the Certificates at Competitive Sale — Approval of the Official Statement; Proceeds of Sale. The Certificates authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of underwriters at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of an Official. Bid Form (the Official Bid Form), dated , 2018, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus an original issue reoffering premium of $ plus accrued interest to the date of initial delivery of the Certificates to the Purchasers and is hereby approved and confirmed. The Initial Certificate shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Certificates whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Authorized Official is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official. Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Official :Bid Form. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest in the amount of $ Purchasers shall be deposited into the Certificate Fund. received from the (2) The City received an original issue reoffering premium from the sale of the Certificates of $ which is hereby allocated by the City in the following manner: (i) $ to pay the Purchasers' compensation (ii) $ shall be deposited into the construction account established in paragraph (3) below, and (iii) $ to pay the remaining costs of issuance. (3) The balance of the proceeds derived from the sale of the Certificates (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates and used to pay costs of such projects. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, . as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in 73069882.5 -30- accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated July 10, 2018, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. SECTION 27. Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: "Closing Date " means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, . as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 1.03 and 141 through 150 of the Code, and 1.03 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final 73069882.5 -31- Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Certificates means the yield as calculated pursuant to Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except as would not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if.- (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a 73069882.5 -32- transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Certificates to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross :Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Certificates. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the 73069882.5 -33- Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148 - 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 1.48(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 1.48(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional. Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. 1. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. Certificates Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Certificates within three years after such Certificates are issued. (2) Not more than 50% of the proceeds of the Certificates will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes each Authorized Official, either individually or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Official, either individually or any combination of them, is hereby authorized and directed to furnish and execute such documents relating to the City and its 73069882.5 -34- financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisors, Bond Counsel, and the Paying Agent /Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent /Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm or another qualified financial institution (including the City's financial advisor) to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent /Registrar have been made) the redemption date thereof for the Certificates. In the event of a defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent /Registrar, or another qualified third party concerning the deposit of cash and /or Government Securities to pay, when due, the principal of, redemption. premium (if any), and interest due on any defeased Certificate. As and to the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 1.48 of the Code (as defined in Section 27 hereof). Any money so deposited with the Paying Agent /Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent /Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Certificates, or applicable redemption date of the Certificates, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. 73069882.5 -35- Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Certificates that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Certificates immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LL:P, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, this opinion to be dated and delivered as of the date of initial delivery and payment for such Certificates. Printing of a true and correct copy of this opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. 73069882.5 -36- SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent /Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent /Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 36. Governing. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Pang Agent/Registrar greement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent /Registrar Agreement concerning the payment, exchange, registration, and transferability of the Certificates. A copy of the Paying Agent /Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such 73069882.5 -37- manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms 104 Me, EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2 -1.2, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2018, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. 73069882.5 -38- If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates, if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (1.1) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent /registrar or the change of name of a paying agent /registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any 73069882.5 -39- other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations Disclaimers and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change 73069882.5 -40- in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 45. Book- Entry Only sue. The Certificates shall initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall be issued (following cancellation of the Initial Certificates described in Section 7) in the form of a single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such 73069882.5 -41- letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent /Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent /Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent /Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent /Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 46. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal 73069882.5 -42- and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Official Bid Form, the Paying Agent /Registrar Agreement, and the Official Statement. In addition, prior to the initial delivery of the Certificates, any Authorized Official and :Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 47. Contracts with Financial Advisor and /or Bond Counsel. The City Council authorizes any Authorized Official, or their designees, to take all actions necessary to execute any necessary financial advisory contracts with SAMCO Capital Markets, Inc., as the financial advisor to the City (the Financial Advisor). The City understands that under applicable federal securities laws and regulations that the City must have a contractual arrangement with its Financial Advisor relating to the sale, issuance, and delivery of the Certificates. In addition, the City Council also authorizes the Mayor, the Mayor Pro Tem, and /or the City Manager, or their designees, to take all actions necessary to execute any necessary engagement agreement with Norton Rose Fulbright US LLP, as the Bond Counsel to the City. SECTION 48. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non - profit membership corporation organized exclusively for non -profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, Bond Counsel to the City, and /or Financial Advisor to the City to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 49. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 73069882.5 -43- CITY OF SCHERTZ, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) 73069882.5 S -1 "O1 �I�M Exhibit A Paying Agent/Registrar Agreement Exhibit B Official Bid Form Exhibit C Description of Annual Financial Information Exhibit D DTC Letter of Representations 73069882.5 S-1 imall PAYING AGENT /REGISTRAR AGREEMENT See Tab No. 73069882.5 A -1 OFFICIAL BID FORM See Tab No. 73069882.5 B -1 imall DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (l) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City attached to the Official Statement as Appendix D, but for the most recently concluded fiscal year. (2) The information in the Official Statement under Table l of the Official Statement and Tables 1 through 13 of Appendix A to the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 73069882.5 C -1 imall 1 DTC LETTER OF REPRESENTATIONS SEE TAB NO. 73069882.5 D -1 Agenda No. 12 CITY COUNCIL MEMORANDUM City Council Meeting: July 10, 2018 Department: Finance Subject: DISCUSSION OF POTENTIAL REFUNDING OPPORTUNITY OF OUTSTANDING CERTIFICATES OF OBLIGATION AND GENERAL OBLIGATION BONDS FOR DEBT SERVICE SAVINGS AND AUTHORIZATION FROM CITY COUNCIL FOR STAFF AND CONSULTANTS TO PURSUE THE REFUNDING OPPORTUNITY IF CERTAIN SAVINGS THRESHOLDES ARE MET BACKGROUND: The City has three outstanding debt obligations outstanding that can be currently refunded beginning November 3, 2018 to create annual debt service savings. The Obligations being considered are the Certificates of Obligation, Series 2007, General. Obligation and Refunding Bonds, Series 2009 and General Obligation Refunding Bonds, Series 2010. Savings generated from the refunding of the Certificates of Obligation, Series 2007 will be for the benefit of the City's Utility System since those COs are paid from the Utility Fund, and Series 2008 and 2009 Bonds will benefit the City's general fund since both debts are paid from the levy of the City's I &S tax rate. FISCAL IMPACT In today's market using conservative interest rates, the City can expect to save roughly $50,000 per year (net of all costs) for 15 years at today's interest rates. Approximately 1/3 of the savings will accrue to the Utility Fund and the I &S Fund will receive 2/3 of the annual savings. Due to the changes in tax law in December 2017, the City can no longer advance refund its debt (meaning calling its bonds greater than 90 days from their respective call dates) and as such the City must, by law, wait until November 2018 to pursue this refunding opportunity. U011UU k1 V OW SAMCO Capital Markets, the City's Financial Advisor, proposes to receive bids and present final savings for the Council's consideration at their regularly scheduled meeting on November 13, 2018. Staff recommends authorizing City Staff and Consultants to proceed with a potential refunding of the City's aforementioned COs and Bonds if certain debt service savings can be achieved. ATTACHMENT(S) None. CITY COUNCIL MEMORANDUM City Council Meeting: Department: Subject: Agenda No. 15A July 10, 2018 Finance Bond Rating Information Attached are copies of Standard & Poor's (S &P) and Moody's bond rating reports. S &P gave the new debt a rating of AA+ and reaffirmed that rating for all previous debt. Moody's report is an update on the City's financial situation when compared to other cities and the US. It is meant to provide information about the City's financial status and risk of default to potential purchasers of the City's debt. The report shows Schertz as better than the US average on many metrics and has made improvements or has remained stable across all metrics shown. Ell fifillol[Rill 9111111HIIIIHNIN fifils[lillollid Ell Eli HAS gililoolilitilis III Igo filfiffill 11191111fil Soso I is Ifil 115ilifil so fillil 1141 Nil 11011911hil oil silo fillfil I 1511 Wil III HE Sill logo fil Iffiflill I 155191 Hill I Sol 11411 HISINSHITIii Hill 1151flil NINE tills Elio IN 9 fil 911110991il9 INNIN Niiiiiiiiiiiiiiii§lii"'Iiiiiiss I 51611IN0111110 9 l l iri l iiil si lli l filsowfill [N 01 0111 Iiiiisiolullfiliiiijou 611011H libilffill ,2 013 2014 2015 2016 2017 US Median Credit Trend Economy /;Tax Base Total Full Value $2,588M $2,769M $3,037M $3,37SM $3,647M $1,867M Improved Full Value Per Capita $76,681 $78,910 $83,133 $89,790 $92,452 $89,200 Improved Median Family Income (% of US Median) 129% 128% 132% 129% 129% 113% Stable Finances Available Fund Balance as % of Operating Revenues 18.7% 25.3% 31.0 °f© 36.4% 38.9% 33,9% Improved Net Cash Balance as % of Operating Revenues 21.3% 31.84fb 36.1% 41.4% 41.6% 36.9% Improved Debt / Pensions Net Direct Debt / Full Value 2.4% 2.14/ 1.8% 1.8% 1.8% 1.1% Improved Net Direct Debt / Operating Revenues 2.16x 2.10x 188X 2.02x 1.99X 0.88x Stable Moody's-adjusted Net Pension Liability (3-yr average) to Full Vaiue N/A 0.8% 0.9% 0.9% 1.0% 1.8% Stable Moody's-adjusted Net Pension Liability (3-yr average) to Operating Revenues N/A 0.78x 0.92x 1.00X 1.08X 1.51x Stable 2013 2014 2015 2016 2017 US Median Debt and Financiat Data Population 33,758 35,093 36,S3S 37,597 39,4S3 N/A Avaitabte Fund Balance ($000s) $5,280 $6,939 $8,919 $10,923 $12,735 $7,419 Net Cash Balance ($000s) $6,015 $8,715 $10,384 $12,407 $13,615 $8,404 Operating Revenues ($000s) $28,231 $27,400 $28,731 $29,979 $32,715 $21,930 Net Direct Debt ($000s) $61,039 $57,SS2 $53,879 $60,643 $65,040 $18,580 Moody's Adjusted Net Pension Liability (3-yr average) ($000s) N/A $21,25I $26,524 $30,09S $35,436 $32,507 [N 01 0111 Iiiiisiolullfiliiiijou 611011H libilffill mo ®� EM Available Fund Balance as % of Operating Revenues d15 Cities Median 40 °fo �s�Ffa�x 30 °I a 20% 10% 2013 2014 2015 2016 2017 �99�1'!® Eiii3998GIt71ii�B ® ®Fi7 @iii6�6iP A ®EIS €iii DA ® ®�I9i6�8B9 &I� 9iiiBfa19F7�® FAB EA9 Ei0 E0 (millions) Total Full Value $4,000 $3,500 $3,000 52,500 2013 2014 2015 2016 2017 FtBB61a9Eiii999Fi61�ili�iBBiBFi7EiFi &�FriB FFiiGI�EiPi BBBEI ® ®H 6i iB�lal 9BG tkHitii 6ui1.51ii7Biii §Y�fi7 9 ®61�iiFi BB ®BFJi'i7 �B6ii End itfiE'9F 91 Debt , Pensions 4.Ox 3.Ox 2.Ox o E 1.Ox O.Ox 2013 2014 2015 2015 2017 F�9B�1� ®litaB94El�Nlii99 ®BF17Eiii64E�B 9B61aEiii B9BEla9 lF9 DUN fiGla sigligmuLlmili991 L.ILJt:.7i3_BM M M L OL7 @LEL7 IC C 11171 t1 P CC �'14F1f 'C f3 C G CClrI 2 fl C I Ci lJil C 1 IC; 1fi 111 1017 1 1 9 t7i1]MODU CCl I iQ iC3111FI C 40010 llffCICC I LL'�.L[JIJJLL�CI�I:i ,IJi�U3YJ I1]' JJOC?[ iPL1J�CI1�n��C' �lC ]^7[fiPiSCCCfi1hL1CCfi�iC'111]CC ',i3fiiJC1(CTC[?111I1'!14l C '�iL111CL1Ci�1��C lil5T�1� ��C '71CG��'�11'II311'](�II�3YrClr l'fI'1�lii�JC31�1PC( �IC'I I'(?;. 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C >I HIM r IE?L LMNIMIMIM MILIEEKII C'IL2HI =1MG$C C;fLLFLLIL1;C iL C DE I-cIMM WE12iiff L CL 11J) T'I "C1( [tLl C ?fi'.',i 'r1TI, iJ t Fr�iCIJL�t d : ILa C- 1L�L1MILIILL1N my L "MIT 11TE ,.11 '; ,t ? �cL e''��ISr 1 i 1iN_L1t P a'� ' -i1�L 1_ r SI IN 00, 0 ol Ilm 0 0 MUM -I'LlINITT"'! IT, Hill mmmmmmmmmmmm o? o? cc 0 P, MITINTUMPERRIM F] IMIMMUT - u0? F1010] EPFLIJ -M, [EMMIJ 00111 IT, P1 PI F?l M? P110 12121 Do? 0 M Er?"lli TFIFT1,75PE ME MOODY'S INVESTORS SERVICE M""IMM Ratings RatingsDirect° q Primary Credit Analyst: Daniel P Pulter, Centennial (1) 303-721-4646; Daniel.Pulter@spglobal.com Secondary Contact: Arnahad K Brown, Dallas + 1 (214) 765 5876; amahad.brown@spglobal.com Table Of Contents Rationale Outlook Related Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JULY 5, 2018 1 ammmmm r Many issues are enhanced by bond insurance. S &P Global Ratings assigned its 'AA +' rating to Schertz, Texas' series 2018 combination tax and limited - pledge revenue certificates of obligation. At the same time, S &P Global Ratings affirmed its 'AA +' rating on the city's existing general obligation (GO) debt, including previously issued certificates of obligation. The outlook is stable. An ad valorem tax pledge and limited surplus revenue of the city's combined utility system, not to exceed $1,000, secures the certificates. Despite the additional revenue pledge, we rate the debt based on the city's GO pledge, which we view as the stronger pledge. Texas state law limits cities to a total property tax rate of $2.50 per $100 of assessed value (AV)- -$1.50 of which can be allocated for debt service. Schertz's levy is well below the maximum at 49.1 cents, of which 16.62 cents is dedicated to debt service. Based on the application of our criteria, titled "Issue Credit Ratings Linked To U.S. Public Finance Obligors' Creditworthiness" (published Jan. 22, 2018, on RatingsDirect), we do not differentiate between the city's limited -tax GO debt and its general creditworthiness, since the ad valorem tax is not derived from a measurably narrower tax base and there are no limitations on the fungibility of resources. Certificate proceeds will be used to pay contractual obligations related to improvements to city streets and public facilities. The 'AA +' rating reflects our opinion of the city's: • Strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Very strong management, with "strong" financial policies and practices under our Financial Management Assessment methodology; • Strong budgetary performance, with operating surpluses in the general fund and at the total governmental fund level in fiscal 2017; • Very strong budgetary flexibility, with an available fund balance in fiscal 2017 of 44% of operating expenditures; WWW. STANDARDANDPOORS .COM /RATINGSDIRECT JULY 5, 2018 2 Summary: Schertz, Texas; General Obligation • Very strong liquidity, with total government available cash at 1.9x total governmental fund expenditures and 9.1x governmental debt service, and access to external liquidity we consider strong; • Very weak debt and contingent liability position, with debt service carrying charges at 20.4% of expenditures and net direct debt that is 173.9% of total governmental fund revenue; and • Strong institutional framework score. Strong economy We consider Schertz's economy strong. The city, with an estimated population of 39,751, is located in Bexar, Comal, and Guadalupe counties in the San Antonio -New Braunfels MSA, which we consider to be broad and diverse. The city has a projected per capita effective buying income of 109.4% of the national level and per capita market value of $95,945. Overall, the city's market value grew by 3.5% over the past year to $3.8 billion in 2018. The weighted- average unemployment rate of the counties was 3.3% in 2017. Located roughly 22 miles northeast of San Antonio, Schertz spans portions of Guadalupe, Bexar, and Comal counties between Interstates 10 and 35, and offering residents easy access to leading employment centers throughout the MSA. Additionally, the local economy has experienced ongoing growth in the retail, industrial, and housing sectors throughout recent years. In 2013, Amazon constructed a fulfillment center in the city, where it employs 1,256 individuals, and other leading city employers include the Schertz /Cibolo /Universal City Independent School District (1,837), Sysco (815), and Brandt Engineering (437). The city's fourth - largest employer - -GE subsidiary Baker Hughes -- recently announced plans to shutter operations in the area by calendar year -end 2018, but city officials are hopeful that current economic growth, as well as the potential for a new commercial tenant to occupy the vacated space, will help offset the corresponding $35,000 revenue shortfall projected for fiscal 2020 as a result. We consider the local tax base very diverse, with the 10 leading taxpayers accounting for only 7.12% of overall assessed value in fiscal 2018. Taxable AV itself has demonstrated measured, year- over -year growth for the last decade, and officials anticipate this trend will continue in the near term in line with ongoing commercial and residential development. Very strong management We view the city's management as very strong, with "strong" financial policies and practices under our Financial Management Assessment methodology, indicating financial practices are strong, well embedded, and likely sustainable. Schertz city management analyzes five years of historical trends and consults with outside sources when developing the revenue and expenditure assumptions used in the annual budget process. Budget amendments can be made as needed, while budget -to- actual updates are shared with city council on a quarterly basis. Management utilizes a long -term financial plan, updated annually, which projects revenues and expenditures for five years. Formal capital improvement plans (CIP) are also maintained for roads and general capital needs, and are updated annually; while a new general CIP is generated every five years corresponding with the city's bond election cycle, the roadway plan spans 10 years, and provides comprehensive outlines of the city's street and thoroughfare - related projects. The city's formal debt management and investment policies comply with state statutes, and the council reviews monthly investment reports on holdings. Furthermore, the city recently increased its formal reserve policy from a minimum of 25% operating expenditures to 26 %, with the intent of the additional percent being used to mitigate economic WWW. STANDARDANDP ORS.COM /RATINGSDIRECT JULY 5, 2018 3 Summary: Schertz, Texas; General Obligation fluctuations. Strong budgetary performance Schertz's budgetary performance is strong in our opinion. The city had operating surpluses of 6% of expenditures in the general fund and of 17.3% across all governmental funds in fiscal 2017. Our assessment accounts for the fact that we expect budgetary results could deteriorate somewhat from 2017 results in the near term. In assessing the city's budgetary performance, we adjusted for recurring transfers out of the general fund, and for expenditures toward one -time capital projects with the use of debt proceeds. Schertz has produced strong budgetary performance results in recent years, due in part to conservative practices in which year -end results often exceed budgeted expectations. Fiscal 2017 was no exception, where, after budgeting for a modest $12,000 surplus, the city instead finished with a $1.5 million surplus after transfers, following the outperformance of revenues and expenditures by a combined $1.7 million. Primary drivers of these favorable variances were strong permit revenues and payroll vacancies. Property taxes comprised 43% of total governmental revenues throughout the year, with sales taxes (29 %), and permits and fees (7 %) representing the next largest sources - -all of which have been stable in recent years, and management expects each to continue to strengthen in the near term. The city budgeted for a general fund drawdown of roughly $1.4 million in fiscal 2018 in a deliberate attempt to reduce reserve balance in excess of the 26% policy level and cash finance additional capital needs; current projections indicate that the city will likely draw by as much as $600,000, which we consider a deterioration from the city's very strong fiscal 2017 result. While planning for fiscal 2019 remains underway, officials predict that another planned drawdown will likely be reflected in the budget; however, no significant sources of budgetary pressure have otherwise been identified, and the $35,000 revenue loss from the departure of Baker Hughes is expected to minimally affect the city's finances, having represented only 0.11% of projected general fund revenue in fiscal 2018. Consequently, we expect budgetary performance to remain at least adequate in the near term. Very strong budgetary flexibility Schertz's budgetary flexibility is very strong, in our view, with an available fund balance in fiscal 2017 of 44% of operating expenditures, or $10.8 million. We expect the available fund balance to remain above 30% of expenditures for the current and next fiscal years, which we view as a positive credit factor. Schertz has historically maintained very strong reserve levels, exceeding 37% operating expenditures in each of the past three fiscal years, and providing substantial flexibility over its formal policy of 26 %. Despite originally budgeting for near - break -even operations fiscal 2017, the city instead strengthened available reserves by more than $1.5 million due to the outperformance of expectations. Corresponding with fiscal 2018's planned drawdown, preliminary estimates indicate that the city will likely draw on fund balance by as much as $600,000, but will likely remain in excess of 30% expenditures. And while management indicates that fund balance may be used to cash finance future capital outlays in an attempt to bring reserves close to the formal policy level, no plans exist to materially draw below the 26% policy level. Therefore, we expect budgetary flexibility to remain very strong in the near term. Very strong liquidity In our opinion, Schertz's liquidity is very strong, with total government available cash at 1.9x total governmental fund expenditures and 9.1x governmental debt service in 2017. In our view, the city has strong access to external liquidity if WWW. STANDARDANDPOORS .COM /RATINGSDIRECT JULY 5, 2018 4 Summary: Schertz, Texas; General Obligation necessary. Schertz's strong access to external liquidity is demonstrated by its access to the market over the past two decades, which includes numerous GO- backed bond issuances. It has historically maintained what we consider very strong cash balances, and despite the likely planned drawdown in fiscal 2018, we do not believe its cash position will materially weaken in the near term. All of the city's investments comply with both Texas statutes and its own formal policy, and at the end of fiscal 2017 were held in certificates of deposit, agencies, and local government investment pools - -none of which we consider aggressive. The city's series 2018 GO refunding bonds were privately placed with First National Bank Texas. The private placement does not include acceleration or cross - default provisions, and -- similar to the city's existing debt - -is fixed -rate and contains no variable -rate components or permissive covenants. Therefore, we do not believe the city has exposure to liquidity pressure from contingent liabilities, and do not expect the city's liquidity position to deteriorate from its very strong position in the near term. Very weak debt and contingent liability profile In our view, Schertz's debt and contingent liability profile is very weak. Total governmental fund debt service is 20.4% of total governmental fund expenditures, and net direct debt is 173.9% of total governmental fund revenue. Following the issuance of the series 2018 certificates, the city plans to issue an additional $8.6 million for road improvements in the next 24 months. In light of these future debt plans, we believe that the city's debt profile will remain stable at very weak levels in the near term. It will amortize roughly 61.5% of net direct debt in the next 10 years. Schertz's combined required pension and actual other postemployment benefits (OPEB) contributions totaled 8.7% of total governmental fund expenditures in 2017. The city made its full annual required pension contribution in 2017. Schertz participates in the Texas Municipal Retirement System (TMRS), a nontraditional, joint- contributory, hybrid - defined benefit plan administered by the state. The city's required pension contribution is its actuarially determined contribution, which is calculated at the state level, based on an actuarial study. Using updated reporting standards in accordance with Governmental Accounting Standards Board (GASB) Statement No. 68, the city's net pension liability was measured as of Dec. 31, 2016 to be $17 million. The TMRS plan maintained a funded level of 71.76 %, calculated as the plan's fiduciary net position as a percent of the total pension liability. For additional details on GASB 67 and 68, see our report, titled "Incorporating GASB 67 And 68: Evaluating Pension /OPEB Obligations Under S &P Global's U.S. Local Government GO Criteria," published Sept. 2, 2015, on RatingsDirect. While we do not anticipate short -term, fixed -cost pressure resulting from the city's TMRS obligations, the amortization period is long in our view (29 years as of Dec 31, 2016), and the level percentage of payroll amortization method (assuming 3.5% annual payroll growth) creates negative amortization where the net pension liability is expected to grow each year until contributions grow large enough to reduce the unfunded liability in the future. Therefore, we acknowledge the potential for the city's pension - related costs to increase in the longer -term. As part of its OPEB, the city also provides defined - benefit group term life insurance through the supplemental death benefits fund (SDBF), administered by TMRS, which it funds on a pay -as- you -go basis, and to which it contributed WWW. STANDARDANDPOORS .COM /RATINGSDIRECT JULY 5, 2018 5 Summary: Schertz, Texas; General Obligation $22,066 in fiscal 2017. Furthermore, retiree health care is provided by the city, which is also funded on a pay -as- you -go basis; the city contributed $24,107 toward the plan in fiscal 2017. Strong institutional framework The institutional framework score for Texas municipalities is strong. The stable outlook reflects our view of the city's growing economy within the broad and diverse San Antonio -New Braunfels MSA, as well as its very strong flexibility and liquidity. It also reflects our expectation that the city's debt profile will remain elevated corresponding with anticipated growth and planned future debt issuances. Consequently, we do not expect to change the rating within the two -year outlook period. Upside scenario We could raise the rating if continued economic expansion results in improved wealth and income indicators, compared to those of higher -rated peers, or if the city's overall debt profile were to improve while strong financial performance is maintained. Downside scenario We could lower the rating if the city's financial performance deteriorates, leading to sustained and significant drawdowns in reserves. Related • S &P Public Finance Local GO Criteria: How We Adjust Data For Analytic Consistency, Sept. 12, 2013 • Alternative Financing: Disclosure Is Critical To Credit Analysis In Public Finance, Feb. 18, 2014 • Incorporating GASB 67 And 68: Evaluating Pension /OPEB Obligations Under Standard & Poor's U.S. Local Government GO Criteria, Sept. 2, 2015 • Local Government Pension And Other Postemployment Benefits Analysis: A Closer Look, Nov.8, 2017 Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S &P Global Ratings' public website at www.standardandpoors.com. 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June 20, 2018 Reports from Boards and Commissions BOA — May 21, 2018 The Board of Adjustments approved a request by the City of Schertz for the proposed elevated storage tank off of Ray Corbett Drive to exceed 35'. The elevated storage tank is to be approximately 225' tall. The property is zoned PUB — Public Use District, which is the most appropriate zoning district for this type of use, and has a maximum height limit of 35' but which is too low for elevated storage tanks. As such, staff is considering proposing changes to the maximum height allowed in this district to avoid having to get variances in the future. Planning and Zoning Commission — May 23, 2018 and June 13, 2018. At their May 23 meeting, the Commission approved a plat and associated waiver to allow septic service for a few lots in southern Schertz. At their June 13 meeting, they discussed proposed changes to the Unified Development Code regarding site development standards for public water and wastewater facilities to provide input on changes proposed by staff. TSAC — June 7, 2018 Staff provided an overview of City requirements and practice for painting centerlines on streets and provided an update on various projects /requests. Historical Preservation — No meeting since the last TSAC Meeting. The Historical Preservation Committee meetings quarterly — next meeting is scheduled for July. Parks and Recreation Advisory Board — May 21, 2018 The Parks Board received updates on the activities of YMCA. They also received updates on the status of Mary Whitfield Burks Park (where the exercise equipment was recently installed) and the walking trail project. The Board recommended not renaming Oak Forest Park to Coy Simmons Park, but did recommend renaming the Schertz Ballpark Complex after Johnie McDow, something Council approved. Library Board — June 4, 2018 At their June meeting, the Library Board received reports on the board's finances, library usage and the bookstore. They also discussed the Library Foundation Mini Golf that is occurring on Saturday, June 23. Schertz Economic Development Corporation — May 24, 2018 The SEDC Board met on May 24, 2018. During the meeting, the SEDC reviewed its monthly financials, Business Retention and Expansion (BRE) Plan, and the proposed FY 2018 -19 budget. As part of the monthly financials, the SEDC experienced a 55.8% year- over -year increase sales tax collections. The increase was the result of a one -time receipt and a state audit adjustment. During the BRE plan update, staff announced that construction has started for the Vestal Subdivision drainage project. Staff and the business owners have worked to get the project underway for nearly three years. Lastly, the proposed SEDC FY 2018 -19 budget included over $4 million for the payment of SEDC projects and incentives for Texas Plumbing Supply, Ace Mart Restaurant Supply, and infrastructure improvements for a new industrial area and the retail project near Wiederstein Road. Staff also recommended minor increases for staff development and the BRE program. The board will officially vote on the budget during its June meeting. Committee of Committees Advisory Board Summary CCAB Notes 06/20/18: Brian James gave the City Manager report. He gave an update on the status of the City Manager search. At the beginning of June, Council officially approved the job posting and had it posted with the intent to perform an initial review of those applications that are received by June 30 at the first Council meeting in July. The committee then discussed and reviewed the future role of the Committee of Committees. While all members agreed that CCAB provides a good sounding board when there are specific presentation items or topics that city staff needs initial feedback on, it was also acknowledged that the need to meet monthly is not necessary. It was unanimous agreement to make the change to meet quarterly on the 3rd Wednesday of the month (March, June, September and December), but with the option to hold special called meetings, if needed. Next meeting agenda topics: The next scheduled CCAB meeting is September 19. A request was made to have a presentation regarding the Schertz water system and an overview of how it works. Brian James recommended this presentation would be best suited to be given at a Planning and Zoning meeting, as it this topic falls under this commission's purview. Brian will work with the P &Z chairman to get the presentation on an upcoming agenda. Agenda No. 15C 0111 MOL11"LlusI ady 1 BIU [o7 710 Rudy1 City Council Meeting: July 10, 2018 Department: City Manager Subject: Update on major projects in progress Background As discussed at the pre- budget retreat on March 23, staff has a number of large projects in progress across a number of departments. Staff desires to provide a monthly update on these projects so Council will know how the projects are progressing. Our first update was on April 3, 2018 and although we have not been able to accomplish this monthly yet, it remains staff's intention that this updated document will be provided as a part of Council's packet for the first regular Council meeting every month. If Council desires this information to be presented in a different way or desires more information on any project or on projects not on this list, please reach out to staff and that information will be provided if possible. Parks and Recreation: 1. Community Playscape Restroom: The pre - fabricated building is 100% complete at the factory. The geotechnical report for the engineered foundation is complete and the design is almost complete as well. Once that is complete, the permit will be pulled and utility installation and the foundation can be constructed. After that the building will be delivered and placed on the foundation. The new estimated date for this is the end of August. 2. Mary Whitfield Burkes Park: The park design has been completed with the exception of the sign. The sign foundation is poured and the sign has been cut and engraved. A grand opening for this park is scheduled for July 26. Hal Baldwin Municipal Complex Electronic Sign: On February 6, 2018, City Council was updated on the purchase and installation of a new electronic sign to be placed in the current sign structure. After the remainder of staff review was completed, the sign was ordered on March 23. The sign has an 8 -9 -week delivery time and is expected to arrive in mid -May. IT is coordinating the sign replacement. The new sign was installed on the evening of July 5, 2018. Electrical connections and IT connections are in progress and the sign should be operational within a few days. Drainage Projects: 1. Concrete Rip -Rap in West Dietz Creek: This project is to cover the wall of the large drainage channel near where it meets F.M. 3009 with concrete. This is to preserve the wall from erosion and to resolve a high risk area for maintenance. This project was completed in late April. 2. East Dietz Creek Desilting: This is to desilt approximately 1 mile of the East Dietz Creek between FM 3009 and Dietz Road from Live Oak Road and Borgfeld Road. The project has been let for bids and staff is scoring them currently. It is anticipated that a recommendation for award will be brought to Council in late July. 3. Concrete Rip -Rap Projects: 6 separate drainage projects involving installing concrete to either improve flow or decrease maintenance have been designed and are ready to bid as a single project to obtain better pricing. Bids should be back in August. 4. Cameron River Drainage Box: Staff is waiting on one more proposal from a vendor and then the work will be awarded and started. It is anticipated this work will be complete by the end of August. Facilities Projects: 1. Recreation Center/YMCA Restrooms: Permits have been issued as of July 6, 2018 . and, if the last minute paperwork issues get completed, it is anticipate a Notice to Proceed will be given to Crownhill to start work on Monday, July 9. 2. Fire Station 3: Staff will be providing an in -depth update on Fire Station 3 to Council during this meeting, July 10, 2018. Design is complete and we are very close to an agreed upon Guaranteed Maximum Price (GMP) from our Construction Manager at Risk (T.S. Byrne Construction). Platting of the land is underway and building permits have been applied for. It is staff's desire to bring the GMP agreement to Council for Approval on either July 24 or July 31. The project is expected to take ten months with an anticipated start date 30 -45 days from accepting the GMP. 3. Pickrell Park Pool Electrical Upgrade: This project was completed and the pool returned to service on May 24 allowing the pool to be open for citizen use over the Labor Day Weekend. 4. Fire Station #2 Waterproofing: As of June 29, the outside shell of Fire Station #2 passed its leak test with no water intrusion. Interior work to finish the repairs secondary to mold and water damage are underway. The walls are complete and flooring should be complete by the end of July. 5. Roof Repairs: Roof repairs are in progress on 6 buildings. 3 accessory structures at the Nacogdoches Rood well site are having their roofs replaced. That work is expected to be complete on July 18. Work will then move to Building 1 at the Hal Baldwin Municipal Complex with that roof being replaced. That work is anticipated to take two weeks and then the roof on the Pickrell Park Pool House and one of the restrooms will both be replaced. All work is anticipated to be complete by the end of August. EnOneerins! Proiects: 1. Corbett Elevated Water Storage Tank: City Staff has provided comments on the 1.00% design documents to Ford Engineering, who is now working to finalize the last few minor changes. Ford Engineering is also working on preparing the bid documents. The project continues to go through the City's platting and site plan process. In May, the Board of Adjustments approved a waiver for the height of the tank and at the end of May, the FAA also approved the height and location of the tank. City Staff is currently working with property owners to obtain waterline easements along Schaefer Road to relocate the existing waterline in Schaefer Road. To this point, City Staff has come to an agreement with one of the five property owners. It is still anticipated that bidding for the project will take place at the end of the summer of 2018, with construction to follow. 2. Woman Hollering Creek Wastewater Interceptor Main and Lift Station: City Staff has provided comments on the 1.00% design documents to CobbFendley for final modification. Additional design services for CobbFendley were approved by City Council on June 12th to account for project changes including the intake point of the CCMA Southern Water Reclamation Plant and ownership changes along the route of the wastewater main. City Staff and CobbFendley continue to negotiate with property owners to acquire necessary easements for the project. Fifteen of the eighteen properties are currently in the appraisal or negotiation process. The lift station continues to go through the City's platting and site plan process. TCEQ has approved the interceptor main final design. It is anticipated that bidding for the project will take place at the end of the summer or fall of 2018. 3. Pedestrian Routes and Bike Lanes Project: In June, City Staff and Ford Engineering submitted 60% plans to TxDOT for review. The current schedule is to have 90% plans complete by the end of July. Environmental clearances have been submitted to TxDOT for review. After environmental clearances are approved, City Staff will proceed with obtaining the necessary trail easement and sidewalk easements. 4. 2018 . Street Preservation and Maintenance /Rehabilitation Project: The geotechnical work and field inventory efforts by the consultant have been completed. Staff are currently reviewing the 70% plans from the consultant for Randolph Ave chip seal; the Northridge mill and overlay; the Greenfield Village Subdivision chip seal; and the Curtiss Ave chip seal. Part of Staff's review includes field visits to verify the base repair areas identified by the consultant. Staff's review of the plans is expected to be complete early next week. Staff plans to meet with our consultant to provide our comments on the plans next week. Staff also expects to receive 70% plans on the reconstruction portions of the project in the very near future. The reconstruction portion of the plans will not take as long to review. We are still on target to go out to bid in early August. 5. Greenridge Drainage Project: Upon receiving three project bids on May 24th that were all significantly higher than the design engineer's estimate and the project budget, it was determined that this project was too small to be bid in the current market as a standalone project. City Staff recommended that it be added to the 2018 Drainage Maintenance Project bid package. Lockwood, Andrews, Newman, Inc. (LAN) was hired as the consultant for both the Greenridge Drainage Project and the 2018 Drainage Maintenance Project, so combining the two bid packages was done with no additional cost to the City. As described above, these bids are due back in August. As projects are completed, they will be removed from the document moving forward. Again, please advise if we can provide more, different or better information in this report. Informational Only -15D 0111 awoLe 0L,Us 1a U 1110 [17 71►`I 111101 City Council Meeting: July 10, 2018 . Department: Management Subject: Pending informational item status ffG !'1 1 Below is a list of informational items that have been requested by Council and their proposed due dates: • Update regarding the City Credit Card policy 7 -24 -201.8 to Council (Requested by Councilmember Davis) • Workshop /presentation by City Attorney initial 8 -7 -201.8 to Council framework regarding social media of councilmembers. (Requested by Mayor Carpenter /Mayor Pro -Tem Scagliola) • Update regarding recycling (larger recycle bins) 8 -14- 2018 to Council (Requested by Councilmember Edwards) • Workshop discussion and possible action regarding the 8 -24 -2018 to Council Makeup of the Interview Committee.