RES 1492 06/24/2014 i
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RESOLUTION NO. 14 0-2 I
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A RESOLUTION OF THE C IT Y COUNCIL OF THE CITY OF CIBOLO,
GUADALUPE COUNTY, TEXAS, AWARDING THE CITY'S BANK
DEPOSITORY SERVICES CONTRACT; AND PROVIDING AN
EFFECTIVE DATE.
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WHEREAS,the City of Cibolo, Texas, is a Home Rule Municipality located in Guadalupe County,
Texas, created in accordance with provisions of the Texas Local Government Code and operating
pursuant to its adopted City Charter and all applicable laws and enabling legislation of the State of
Texas; and
WHEREAS,the City of Cibolo, Texas, is governed by a Home Rule Charter that was approved by
the Citizens of Cibolo in a duly called election held on September 11,2004; and
WHEREAS, Chapter 10 5 of the Texas Local Government Code limits the term of a bank depository
contract to five years; and
WHEREAS,the current bank depository services agreement with Schertz Bank & Trust expires on
June 30,2014, with no option for renewal; and
WHEREAS, staff has advertised for, solicited by Request for Proposal, and received three proposals
for Bank Depository Services; and
WHEREAS, staff has reviewed the submitted proposals and determined that,based on the evaluation
criteria, Schertz Bank&Trust's proposal represents the "best value" to the City.
THEN BE IT RESOLVED BY THE CITY COUNCIL OF CIBOLO TEXAS:
Section 1. That the City Council hereby awards the contract for the City's Bank Depository
Services to Schertz Bank & Trust for the three-year period of July 1, 2014 through June 30, 2017,
with the option of the City to extend for two additional one-year periods.
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Section 2. The City Manager is hereby authorized to execute any documents necessary to finalize
this award.
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Section 3. This resolution shall become effective from and after its adoption and it is so ordered.
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APPROVED AND ADOPTED by a vote of for to. -1/ against this 241h day of June,
2014.
SIGNED:
ATTEST:
Lisa Jackson, Iayor
On
Peggy Cimics,City Secretary
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BANK DEPOSITORY AGREEMENT
This Bank Depository Agreement (the "Agreement") is made and entered into this 1st day of
July, 2014 by and between City of Cibolo(the "City") and Schertz Bank & Trust (the "Bank") a
bank chartered by the State of Texas.
Section I Designation as Depository
The City, through action of its Governing Body, hereby designates the Bank as its depository for
banking services for a three-year period commencing July 1, 2014 through June 20, 2017 with an
option to renew for two (2) one-year periods.
Section II Designation of Custodian
The City and. Bank hereby designate the Frost Bank (the "Custodian") to hold in trust, according
to the terms and conditions of the City Request for Proposal, dated May 19, 2014 (the "RFP")
and pursuant to a separate Safekeeping Agreement, attached as Exhibit A, all securities pledged
as depository collateral in accordance with the City's Investment Policy.
Any and all fees from the Custodian associated with the safekeeping of securities pledged to the
benefit of the City shall be borne by the Bank.
Section III Collateral
City time and demand deposits, inclusive of interest, in excess of the Federal Deposit Insurance
Corporation insurance shall be secured at all times by collateral, acceptable to the City and in
accordance with the Public Funds Collateral Act (Texas Government Code 2257), pledged by the
Bank and held in trust by the Custodian in an amount equal to at least 102% of the total of those
funds. Custodian will provide a monthly report of the collateral directly to the City.
Such pledged securities shall be subject only to the joint written instructions of both (a)
authorized representatives of the City and (b) specifically authorized representatives of the Bank.
The Bank shall have the right, with the prior written consent of the City, to substitute or replace
any or all of the pledged securities with collateral acceptable to the City.
Section IV Financial Position
The Bank will provide a statement of its financial position on at least a quarterly basis. The Bank
will provide an annual statement audited by its independent auditors including a letter as to its
"fair representation".
Section V Authorized City Representative
For the term of this contract, the City and Bank designate the individuals as listed in Exhibit B as
authorized to represent and act for the City in any and all matters including collateral assignment
and substitution, and execution of agreements and transfer of funds. Any change in these
representatives will be made in writing.
Section VI Scope of Services
The Bank's response to the City's RFP, dated June 9, 2014, (the "Response") is incorporated into
this Agreement for all purposes, including service charges, time deposit, demand deposit and
loan rates, and attached as Exhibit C. If any provisions of the Response and this Agreement are
in conflict, this Agreement will control.
The Bank shall faithfully perform all of its duties and obligations required by the laws of the
State of Texas for public funds depositories and shall upon presentation pay all checks drawn on
it against collected funds on demand deposits, and shall, at the expiration of the Agreement, turn
over to its successor all funds, City-owned securities, property and things of value held as
depository.
The City shall have the power to determine and designate the character and amount of the funds
to be deposited in the Bank. The City may arrange for time deposits and Bank may accept such
deposits subject to the terms of the Bank's Response.
This Agreement, along with all Exhibits and other incorporated documents shall constitute the
entire Agreement between the parties.
Section VII Bank Compensation
Bank will be compensated for any and all services rendered to City under this Agreement based
on pricing in the Response. Bank agrees to waive analyzed fees if City maintains an average
collected balance of$1,000,000. Net fees, if any, will be charged on a monthly basis.
Section VIII Default
The Bank shall be in default if it fails to pay all or part of a demand deposit, a matured time
deposit, or a matured certificate of deposit, including accrued but unpaid interest, at a specified
maturity date. The Bank shall also be in default if ruled "bankrupt", "insolvent" or "failed" by a
federal or state banking regulator, or if a receiver is appointed for the Bank.
In the event of a default, failure or insolvency of the Bank, the City shall be deemed to have
vested full title to all securities pledged under this Agreement. The City is empowered to take
possession of and transfer and or sell any and all securities. If the security is liquidated, any
proceeds over the defaulted amount, plus expenses related to liquidation, shall be returned to the
Bank. This power is in addition to other remedies which the City may have under this Agreement
and without prejudice to its rights to maintain any suit in any court for redress of injuries
sustained by the City under this Agreement.
Section IX Non-Assignability
This Agreement is not assignable in whole or in part but is binding on the parties, their
successors and assigns.
Section X Termination
This Agreement may be terminated by either the City or the Bank by giving thirty(30) days prior
written notice to the parties.
Section XI Law Governing
All applicable provisions and requirements of the laws of the State of Texas governing
depositories for the City shall be a part of this Agreement.
Section XII Bank Authorization
The Bank represents and warrants that this Agreement is made pursuant to and is duly authorized
by the Board of Directors of the Bank and recorded in the official records of the Bank.
CITY: BANK:
Robert T. Herrera, City Manager Mark Sunderman, President
City of Cibolo Schertz Bank& Trust
ATTEST: ATTEST:
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Peggy Cimics, City Secretary Wendy Griffin, Cashier/COO
EXHIBIT"A"
SAFE E'FKPING AGILE' i MMT
tVULU'URATI;--No FOREIGN SgCURITrM)
THIS SAFEKEEPING AGREEMENT(this "Agreement")is entered into as of the Its-(day of
14 r-- 2000 , by and betweedMCt FROST NATIONAL BANK, a national
banking association organized and existing under the laws of the United States of America(the "Ilanit")
and S_rhartr. iiank & Trusf_: r=„st I a Bank (Ibe "Depositor"). nit
Baht and the Depositor agree that all securities and/or other property deposited with and accepted by Bank
("Security")shall be governed by the terms and Conditions herein set forth, and agree to the following
V4'I'TI\'ESSETIl:
The Bank,shall establish and maintain a custody account(the "Account") for and in the name of
the Depositor and hold therehl all securities deposited with or collected by the Bank in its capacity as
custodian for the Account. The terms "Security" or "Securities" shall mean any negotiable or non-
negotiable investment instruments) commonly known as a security or securities in banking custom or
practice, and so long as held by the Batik, all income therefrom and all cash deposited by, or for the
account of, the Depositor. Tie Bank agrees to open the Account and ]told all Securities and other
property, from time to time,.deposited with or collected by the Bank for the Account, subject to the
terms and conditions of this Agreement,as the same may be amended from time to time.
SECTION 1
ACCEPTANCE OF SECURITIES
(a) The Bank shall accept delivery from and on behalf of the Depositor such Securities as
shall, from time to time, be acceptable to it. Any Securities now held by the Bank for tite Depositor
under a prior custody agreement shall be deemed to have been deposited hereunder. The Bank.shall have
no responsibility to (i) determine the validity, genuineness or alteration of the Securities or related
instruments delivered pursuant to die terms hereof; (ii)review the Securities;or(iii)advise the Depositor of
the purchase, retention, sale, exchange, disposition, tail for redemption of the Securities or related,
instruments.
(b) The Ban/: shall supply to the Depositor from time to time as mutually agreed by the
Bank and the Depositor a written statement lvith respect to all of the Securities held in the Account. In
the event that the-Depositor does not inform the Bank in writing of any exceptions or objections to such
statement within thirty(30)days after receipt of such statement, the Depositor shall be deemed to have
approved such statement.
(c) The 'Bank shall segregate and identify on its books and records as belonging to the
Depositor all Securities delivered by or for the account of the Depositor which are held by the Bank in
the Account.
(d) The Depositor authorizes the Back, for any Securities held hereunder, to use the
services of any United States central securities depository it deents appropriate and where it may hold any
of its own securities, including, but not limited to, the Depository Trust Company and the Federal
Reserve Book Entry System. The term "Central securities depository" shall also include any depository
service;vhich acts as a custodian of securities in connection with a system for the central handling of
securities whereby all securities of a particular class or series of any issuer deposited within the system
are treated as fungible and may be transferred by bookkeeping entry without physical delis-Cry of security
certificates. Placement by the .Bank of Securities into a central securities depository or safekeeping
facility shall neither augment nor.diminish the Bank's ditties or obligations under any other paragraph of
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- SECTION 5
STANDARD OF CARE
The Bank shall exercise commercially reasonable care in receiving, holding and handling the
Securities. The Bank will exercise the commercially reasonable care expected of a professional custodian
for hire with respect to the Securities in its possession or control.
SECTION G
EPOSITOR DUTIES
(a) The Depositor shall provide the Bank with a written certificate signed by an Authorized
Representative containing the specimen signatures of each person authorized to act and give direction on
behalf of the Depositor. The Bank shall be entitled to rely upon such certificate until notified in writing
otherwise by the Depositor.
(b) The Bank is further authorized to rely upon any written instructions or instructions
received by any other means and identified as having been given or authorized by any person named to
the Bank as authorized to give written instructions, regardless of whether such instructions shall in fact
have been authorized or given by any of such persons, provided that the Bank and the Depositor shalt
have agreed in writing upon the means of transmission and the method of identification for such
instructions. Instructions received by any other means shall include verbal instructions, provided that
any verbal instruction shalt be promptly confirmed in writing. In the event verbal instructions are not
subsequently confirmed in writing, as provided above, the Depositor agrees to hold the Bank harmless
and without liability for any claims or losses in connection with such verbal instructions.
Notwithstanding the above, instructions for the withdrawal of securities "fiee of payment"shall be given
only in writing,manually signed by any such authorized persons.
(c) The Depositor may appoint one or more Investment managers ("Investment
Managers")with respect to the Account. The Bank is authorized to act upon instructions received from
any Investment Manager to the same extent that the Bank would act upon the instructions of the
Depositor, provided that the Bank has received copies of the instruments appointing the Investment
Manager and written confirmation from the Investment Manager evidencing its acceptance of such
appointment,or other evidence satisfactory to the Bank.
(d) If the Depositor should choose to have telecommunication or other means of direct
access to the Bank's reporting system for Securities in tate Account pursuant to paragraph (e) ofSeetion
7, the Bank is also authorized to rely and act upon any instructions received by it through a terminal
device,provided that such instructions are accompanied by.code words which the Bank has famished to
the Depositor by any method mutually agreed to by the Bank and the Depositor, and which the Bank
shall not have then been notified by the Depositor to cease to recognize regardless whether such
instructions shall in fact have been given or authorized by the Depositor or any such person. The
Depositor's delegates shall be named by a certificate provided to the Bank from time to time by tilt:
Depositor.
(e) in the event that the Bank -shall receive conflicting instructions from Depositor
regarding any particular transaction, the Bank shall have no duty to attempt to resolve such conflict;
provided, however, the Bank may rely upon the instruction first received by the Bank and the Bank is
hereby held harmless from all consequences of such reliance.
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(g) Tlie Bank shall promptly notify the Depositor of any calls for redemption, mergers,
tenders, consolidations, reorganizations,recapitalizations, or similar proceedings affecting the Securities
(other than those Securities registered in the Depositor's name)held in the Account, provided notice of
such proceedings appears in standard New York financial publications or a service to which the Bank
subscribes. The Bank shall not be liable for late presentation of such items when the Depositor has failed
to timely instruct the Bank in writing. Should any Security held in a central securities depository be
called for a partial redemption by the issuer of such Security, the Bank is authorized, in its sole
discretion,to allot the called portion to the respective holders in any manner it deems fair and.equitable.
(h) The Bank shall present all maturing bonds and coupons for collection and is authorized
to receive payment of income and principal on other items in accordance with their terms. All funds so
collected shall be credited to the Account or remitted in accordance with the instructions of die
Depositor.
(i) The Depositor acknowledges and agrees that the Bank shall not be liable for any loss or
damage arising out of cause beyond the Bank's control.
SECITON 8
FOREIGN SECMTJE9
Ilia Bank shall not hold Securities which are issued by foreign governments or foreign
companies or for which the principal trading market is located outside the United States hereunder.
Should the Bank elect to hold such securities,such activities shall be governed by a separate agreement
between the bank and the Depositor.
SECTION 9
1 AND F"ENSES
(a) The Depositor agrees to promptly pay upon receipt of an invoice from the Bank fie fees
and expenses set forth therein. Pees and expenses for the services to be rendered under this Agreement
are set forth in Exhibit A attached hereto and incorporated herein for all purposes, as such may be
amended from time to time,effective upon 30 days'prior written notice by the Bank to the Depositor.In
addition,if the Bank advances securities to the Depositor for any purpose or in ilia event that the Bank or
its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with die performance of its ditties hereunder,except such as may arise from or be caused by
the Bank's or its nominee's gross negligence or willful misconduct, Depositor shall immediately
relinburse the Bank,or its nominee,for such advances, taxes,charges,expenses, assessments, elahns Or
liabilities,or replace such securities.
(b) The Bank may, in its sole discretion, advance funds on behalf of the Depositor whiell
results in an overdraft if the monies held in the Account are insufficient to pay the total amount payable
upon purchase of Securities as instructed. Any such overdrafts shall be deemed to be aloan made by the
Bank to the Depositor payable promptly upon demand and bearing interest at The Frost National Bank's
prime rate plus two percent per annum frons the date incurred. Notwithstanding anything contained in
this Agreement to the contrary, the Bank shall have no obligation to advance funds on behalf of the
Depositor.
(c) The Bank shall have a lien on fife Securities in the Account to secure payment of such
fees and expenses, taxes, advances and other charges incurred under this Section 9. Tite Depositor
agrees that the Bank's lien shall be a continuing lien and security interest in and on any Securities at any
time held by or through it in accordance with this Agreement, for the benefit of the Depositor or in
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execution and delivery of this Agreement. If any proceeding shall be brought or threatened against any
indemnified party by reason of or in connection with the events described in clause (a) or (b), such
indemnified party shall promptly notify the Depositor in writing and the Depositor shall assume'the
defense thereof, including the employment of counsel satisfactory to such indemnified party and the
payment of all costs of litigation. Notwithstanding the preceding sentence, such indemnified party shall
have the right to employ its own counsel and to determine its own defense of such action in any such
case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless
(1) the employment of such counsel shall have been authorized in writing by the Depositor or(ii) the
Depositor, after due notice of the action, shall not have employed counsel to have charge.of such
defense, in either of which events the reasonable fees and expenses of counsel for such indemnified party
shall be borne by ilia Depositor. The Depositor shall not be Iiable.for any settlement of any such action
effected without its consent. Nothing under this section is intended to limit the Depositor's payment
obligations contained elsewhere in this Agreement. This section shall survive the termination of this
Agreement.
SECTfON 12
BANif IV OMYT,R OF ATTORNE
In addition to other rights granted to the Bank pursuant to the terms of this Agreement,the Bank
is authorized and empowered in the name of and on behalf of the Depositor to execute any certificates of
ownership or other instruments which are or may hereafter be required by any regulations of the United
States or any state or political subdivision thereof, so that the Bank may fulfill its obligations hereunder
as required in connection with any Securities.
SECTION 13
AiYt-M?V1ENTS
Except as otherwise provided hereby,the parties may maize amendments to this Agreement from
time to time, provided that any such amendment shall be reduced to writing;provided, however, the
Sank may,at any time, in its sole discretion amend any of the provisions of this Agreement upon thirty
(30)days'prior written notice to the Depositor.
SEMON 14
SUCCESSORS AND ASSIGNS ;
This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns
of the respective parties hereto.
SECTION 15
COI%TPLMT,NE,SSS Or AGMEIVIENT
This Agreement, along with a copy of the fee schedule attached hereto asExhibit A,constitutes
the full and complete agreement between the Hank and the Depositor, and no other understanding or
agreement, wliether written or oral shall bind either of the parties hereto. The headings of Sections of
this Agreement are for convenience only and have no effect on a party's responsibilities or liabilities.
SECTION 16
GOVERNMG LAW
This Agreement shall be governed by the applicable lams of the State of Texas.
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(c) In case any one or more of the provisions contained in this Agreement shall for any
reason be field to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if
such invalid,illegal,or unenforceable provision had never been contained herein.
[(d) The Addendum to Safekeeping Agreement attached'hereto is incorporated herein
and made a part hereof for alt purposes.l
IN WITNESS WHEREOF, the parties thereto executed this Agreement as of the day and year
first above-written.
BANK: DEPOSITOR:
THE FROST NATIONAL BAND Schertz lianik & Trust
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By:� U��� By:
Name: Olga Aguilar Name:Melyin F. Golla
Title: Assistant Vice President Title: President-
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EXHIBIT B
AUTHORIZED REPRESENTATIVES
The following individuals are authorized representatives of the City empowered to direct the
Bank and the Custodian for the Bank, in regard to collateral pledges, releases and substitutions in
the joint safekeeping account as well as authorized to represent and act for the City in any and all
matters including execution of agreements and transfer of funds.
City Representative's Signature Name and Title
Robert T. Herrera, City Manager
Anna Miranda, Finance Director
Bank Representative's Name and Title
Mark Sunderman, President
Wendy Griffin, Cashier/COO