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RES 1581 05/28/2019 (2)RESOLUTION / S 'f A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CIBOLO, GUADALUPE COUNTY, TEXAS, AWARDING THE CITY'S BANK DEPOSITORY SERVICES CONTRACT; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. 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, Chapter 105 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, 2019, with no option for renewal; and WHEREAS, staff has advertised for, solicited by Request for Proposal, and received five 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. NOW, THEREFORE, 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, 2019 through June 30, 2022, with the option of the City to extend for two additional one-year periods. Section 2. The City Manager is hereby authorized to execute any documents necessary to finalize this award. Section 3. This resolution shall become effective from and after its adoption and it is so ordered. APPROVED AND ADOPTED by a vote of % for to _� against this 28th day of May, 2019. ATTEST: Peggy Cimics, City Secretary SIGNED: BANK DEPOSITORY AGREEMENT This Bank Depository Agreement (the "Agreement") is made and entered into this 1st day of July, 2019 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, 2019 through June 30, 2022 with an option to renew for two (2) one-year periods. Section R 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 April 24, 2019 (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 April 24, 2019, (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 $1,500,000. Net fees, if any, will be charged on a monthly basis. Section VHl 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. AUI IORIZED 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 Bank Representative's Name and Title Mark Sunderman, President Wendy Griffin, Sr. Vice President Name and Title Robert T. Herrera, City Manager Anna Miranda, Finance Director Section XI Law Governing All applicable provisions and requirements ofthe 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: Robert T. Herrera, City Manager City of Cibolo ATTEST: .7", Peggy Cimics, City Secretary Mark Sunderman, President Schertz Bank & Trust ro 1