12-R-16 Authorizing an amendment to the Regional Water Supply Contract between SSLGC and the City of ConverseRESOLUTION NO. 12-R-16
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT TO THE
REGIONAL WATER SUPPLY CONTRACT BETWEEN THE SCHERTZ
SEGUIN LOCAL GOVERNMENT CORPORATION AND THE CITY OF
CONVERSE, AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City staff of the City of Schextz (the "City") has recommended that the City
approve an Amendment Number 2 to the Regional Water Supply Contract (the "Amendment")
between the Schertz Seguin Local Government Corporation and the City of Converse; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
approve the Amendment in substantially the form attached hereto as Exhibit A.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and deliver
the Amendment in substantially the form set forth on Exhibit A.
Section 2. The recitals contained in the preamble hereof axe hereby found to be true,
and such recitals axe hereby made a part of this Resolution fox all purposes and axe adopted as a part
of the judgment and fmdings of the City Council.
Section 3. All resolutions, ox parts thereof, which axe in conflict ox inconsistent with
any provision of this Resolution axe hereby repealed to the extent of such conflict, and the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 ox the application thereof to any person
ox 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 vas 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
xequned by Chapter 551, Texas Govemment Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final passage,
and it is so resolved.
Resolution 11-R-24.doc 2/21/?0l2 rerzrcJ rtj
PASSED AND ADOPTED, this 21~` day of February, 2012.
ATTEST:
~~~~ ~~
City Secretary
(CITY SEAL)
Resolution 11-R-24.doc 2/31/1011 mired of
EXHIBIT A
AMENDMENT NUMBER2
TO THE REGIONAL WATER SUPPLY CONTRACT
BETWEEN THE SCHERTZ SEGUIN LOCAL GOVERNMENT
CORPORATION AND THE CITY OF CONVERSE
Resolution il-R-24.doc A-I
SECOND AMENDMENT TO
REGIONAL WATER SUPPLX' CONTRACT
STATE OF TEXAS §
§ KNOW ALL PERSONS
COUNTIES OF BEXAR § B'Y THESE PRESENTS:
AND GtIADALTTPE §
This Second Amendment to Regional Water Supply Contract ("Second Amendment") is
executed by (a) Schertr/Seguin Local Government Corporation, anon profitcotporation creatod and
existing under the laws of the Stale of Texas ("Corporation"); (b) Cily of Schertz, a Texas homFrule
city ("Schertz"); (c) City of Seguin, a Texas home-rule city ("Seguin"); and (d) City of Converse, a
Texas home-rule city ("Customer").
RECITALS
A. Corporation, Schertz, Seguin, and Gtirstomer previously executed a Regional Water
SupplyConlractdated as ofDecember 1, 2010; and theRegional Water Supply Contractwas (hereafter
amended by an Amendment No. 1 dated as of April 21, 2011 (as amended, "Contract").
B. To effectuate the sale and purchase of water to Customer as contemplated by the
Contractand allow completion by Customer ofthe acquisition ofthe "Point ofDalivery" (as defined
in the Contract) and construction of the "Metering Stafion" (as defined in the Contract), equipment,
facilities, and other appurtenances required for dre Point of Delivery pursuant to the Contract, the
Parties have agreed to make certain additional changes to the Contract as hereinafter provided.
Inconsideration ofthepreceding endtlremutualcovenants tmdpromiseshereincontained, azrd
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Corporation, Schertz, Seguin, and Customer (each ofwhom mayherein sometimes be called a "Part}'
and all ofwhom may herehr sometimes collectively be called the "Parties") agree with one another
that:
1. The hereinafter referenced sections of the Contract are respectively amended in their
entirely and replaced as follows:
Section 1.03. Volume. The volume of water actually delivered by Corporation to
Customer depends upon Customer's demand but themaximwn instantaneous rate ofdelivery
ofgallons ofwaterperminute andihemaximumvolume ofwaterper respectiveperiod oftime
shall not exceed the following:
A. For the period (a) beginning on tho earlier of (i) the date on which wafer is first
roceivcd or taken by Customer through the Point of Delivery or (ii) June 1, 2012, and
SecondAmsndmenrro
Reglona! Waar Srpp~(v Conrmc7 Pega 1- of 6 Pages
ORIGI~~AL
(b) ending on September 3Q 2012 (such period herein called the "Lu8a1 Period"),
Customermay receive or take wafer from Corporation up to 333.33 acre-feet of water
for such Initial Period, with the instantaneous rate of delivery up to 617.8 gallons per
minute, for a total up to 892,800 gallons of water per day during such period, so long
as the water pressure in Schertz' Water System is not less than 50 pounds per squaze
inch as measured by the Metering Staten at the Poin[ of Delivery. During the Iniflal
Period, Glrstomer may not receive or take more than 333.33 acre-feet ofwater for such
Lritial Period, except as may be agreed by Customer and allotted by Corporation to
Customer pursuant to Section 1.14 ofthis Contract.
B. It is understood and agreed that, from and after the date of substantial completion by
Customer of construction of the Metering Station, equipment, facilities, and other
appurtenances required for the Point of Delivery pursuant to the Contract, Customer
will require the delivery of water from Corporation in order to test the integrity,
capacity, and funcfionality of the Metering Station, equipment, facilities, and other
appurtenances, with the amount of water received and taken by Customer from
Corporation for such tests being part of the 333.33 acre-feet of water to be delivered
during the hYifial Period.
C. For the period (a) beginning on October 1, 2012, and (b) ending on September 30, 2013,
aad for each such succeeding twelve (12) monthperiod beginning October 1 and ending
September 30 thereafter (each such twelve [12] month period herein called a "Water
Year', Glrstorner may receive or take water from Corporation as Follows:
(1) For the months of January, February, March, April, May, October,
November, and December ofeach Water Year, Gtirstomer may receive
or take up to 429.5 acre-feet of water for such Water Year, with the
instantaneous rate of delivery up to 400 gallons per minute, for a total
up to 576,000 gallons of water per day during such period.
(2) For the months of tune, July, August, and September of each Water
Year, (.lrstomer may receive or take up to 107.8 acre-feet of water for
such Water Year, with the instantaneous rate of delivery up to 200
gallons per minute, for a total up to 288,000 gallons of water per day
during such period.
(3) Notwithstanding atoms C(1) and C(2) of Section 1.03 of this Contract,
GSrstomer maynotreceive or take morethan 500 acr~feet ofwaterper
Water Year, except as may be agrced by Customer and allotted by
Corporation to Customer pursuant to Section 1.14 of this Contract,
D. If system failures, insufficient pressure or capacity, or force maJeure (as described in
Section 6.02 of this Contract) on or affecting either side of the Point of Delivery
prevent the delivery or receipt of water at the abovFSpecifred amounts or rates during
8aonnAArnendmuu ro
RegJanal Water Supply Gbndad Paga 2 of 6 Pages
ORIGINAL
the Initial Period or the Following Water Year(s), Customer is authorized to increase
We rate of withdrawal of water during the subsequent months of the Initial Period or
Water Year(s), as applicable, up to the maximum ofnumber of gallons per minute for
the Initial Period or Watcr Year(s), as applicable, in order to recover any water
purchased but not received pursuant to Customer's Ivfmimum Monthly Payment as
described in Section 2.02 of this Contract.
SoeGon 2.02. Mantlily Payments. As consideraflon for the service to be provided to
Clrstomerunderthis Contract, Customeragrees topayCorporationmonthlychargescalculated
as follows:
A. Monthly Charge.
(1) For the hritial Period during which Customer may receive or take up to 333.33
acre-feet of water pursuant to item A of Section 1,03 of this Contract,
Customer's Minimum Monthly Charge will equal the rate established in
SecOon2.03 of this Contract for the amount ofwater inincrements ofthousand
gallons actuallyreceived or taken by Customer for Waimmediately preceding
month as measured by the Metering Station at the Point of Delivery; provided
that the total of such monthly payments by Cuslorirer shall not exceed Ore
amount due for 333.33 acre-feet of water for such Initial Period unless
Corporation allows Customer to receive or take more than 333.33 acre-feet of
water for such hutial Pcriod, in which case Customer will pay Corporation for
the amount of water received or taken by Customer in excess of 333.33 acro-
feet for such Initial Period.
(2) For each Water Xeaz after the Initial Period during which Customer may
receive or take up to S00 acre-feet of water for such Water Year pursuant to
item B ofSection 1.03 ofthis Contract, Customer's Minimum Monthly Chazge
will equal the greater of the following:
(a) The mte per Thousand gallons in affect at the beginning of
CorporaHon's monthlybillingperlodmultipliedbytheamountofwater
delivered by Corporation to Customer during the monOily billing
period plus ono-twelfW of the annual debt service payment applicable
to such 500 acro-feet of water per Water Year; or
(b) The Minimum Monthly Charge equal to (i) the rate per thousand
gallons in effect at the beginning of Corporation's fiscal yeaz
multipliedby 162,925.50 (i,e., 325,&51 x 500 / 1000), Wen (ii) divided
by twelve (12), and Wen (iii) plus one-twelfth of We annual debt
service payment applicable to 500 acre-feet of water per Water Year,
(3) Notwithstanding items A(2)(a) and A(2)(b) of Section 2.02 of Oils Contract,
We total of such monthly payments by Customer shall not exceed We amount
Sccand dmenQrocnt ro
Regional iYalarSupply Conlraa Paga 3 of 6 Pages
oRiGiNa~
due for 500 acre-feet of water for the relevant Water Year unless Corporation
allows Customer to receive or take more than 500 acre-feet of water for such
Water Year, in which case Customer will pay Corporafion_for the amount of
water received or taken by Customer in excess of 5l)D acre-feet for such Water
Year.
(4) In the event Customer does not receive the amount of water purchased
pursuant to Customer's Minimum Monthly Payment as described in Section
2,02 of this Contract, then Customer may elect to receive the amount of water
that would have otherwise been received by Cusfomerat other iimes during the
subsequent months of the Lriflal Period or Water Year(s), as applicable, to the
extent that such water is then available and delivery of the water is consistent
with Corporation's ability to deliver such water under the circumstances then
existing,
B. Start Date. Monthly payments will begin tb.e earlier of (a) the date on which water is
lirstreceived or taken by Customer tbroughthePoint ofDeGvery or (b) June 1, 2012,
unless delay in the completion of the Point of Delivery is due (i) solely to the action
or inaction of Schertz; (ii) force majeurc (as described is Section 6.02 of this
Contract); or (iii) Customer is required to use the power of eminent domain to acquire
the Point ofDelivery.
C. Rate CAtange. If during Corporation's fiscal year (which begins on September 1 and
ends on August 31 of each calendar year) the amount of the rate per thousand gallons
ofwater changes, either higher orlowey the amountoftheMinimumMonlhlyCharge
under this Contract will be recalculated accordingly.
D. Surcharge. If at any time during any day the rate of withdrawal exceeds the allowed
maximum instartianeousratespeeified inSecfion 1.03 ofthisCoatractand Corporafion
and Schert2 both agree, in advance, that Customer may exceed the maximum
instantaneous rate, then the charge for water so taken shall be two times the thou
applicable rate per thousand gallons. Under no circumstances shall Customer exceed
the allowed maximum instantaneous rate specified in Section 1.03 of this Contract
withoutthepriorapproval ofbothCorporation and Schertz, actiogbyand through their
respective designated representatives.
2. Except as expressly provided herein, al( capitalized terms used in this Second
Amendment that are not otherwise defined shall have the respective meanings ascribed to such
capitalized terms is the Contract,
3. The covenants, representations, and recitations set forth in the section entitled
"Recitals" are material to this Second Amendment and are hereby incorporated into and made a part
of dils Second Amendment as though they were fully set forth in this paragraph.
5ceandAmend~nen(ro
Rcglonal WarerSupply ConkaU Pago A of 6 Pegoa
G~IGINq~
4. This Second Amendment shall not become effective unless and until approved by
appropriate official action of the govenring body of each Party.
5. Except as specifically modified and amended Lerein, all of the terms, provisions,
requirements, and specifications contained in the Contract remain in full force and effort. The Parties
do not intend to, and the execution of this Second Amendment shall not, in any manner impair the
Contract, the purpose of this Amendment being simply to amend and ratify the Contract, as hereby
amended and ratified, and to confirm and carry forward the Contract, as hereby amended and ratified,
in full force and effect.
G. This Second Amendment shat l be wnslrued and governed by the laws of the State of
Texas without regard to conflict oflaw principles tlratwould result inure application ofanylaw otlrer
than dre law of the State of Texas.
7. This SecondAtneadmentisthcresultofthejointeffortsandnegotiationsoftheParties
and their respective agents, employees, and rcpresentaflves. Accofdingly, in the event it is ever
necessary to construe or interpret any provision of this Second Amendment, the language in question
shall not be construed or interpreted against a Party based on the contention that the Party or his, her,
or its agent, employee, or representative drafted or prepared the language in question.
8. In case any provision hereof shall, for any reason, beheld invalid or unenforceable in
any inspect, such invalidity er unenfoinoability shall not affect any other provision horeof, and this
Second Amendment shall be construed as if suoh invalid or unenforceable provision had not been
included herein.
9. This SecondAmendmentembadiestheentireagreementbetweenoramongtheParties
with respect to the amendment of the Contract, In the event of any wnflict or inconsistency between
the provisions of this Amendment and the Contract, the provisions of Ibis Amendment shall control
and govern.
10. This Second Amendment may be executed in one or more counterparts, each ofwhich
shall be deemed an original, and all of which taken together shall constitute one and the same
agreement. All signatures of the Parties may be transmitted by facsimile or electronic delivery and
each such facsimile signature or electronic delivery signature (including a pdf signahtre) will, for all
purposes, be deemed to be the original signature of the Party whose signature it reproduces and be
binding-upon such Party.
IN Wfi'NESS WHEREOF, this Second Amendment is executed by fire Parties at various
places and times, to be effective in all things as of the later or latest date of the Parties' respective
signatures as hereinafter set forth,
[SYgnalures of Parties on following page(s)]
Second Amertdmenf ro
Rcgranal WalcrSapptYConand
Page 5 oF6 Pages
Affect: SCHERT7ISEGUINLOCALGOVERNMI,NT
CORPORATION, anon-profit corporation
~~ /j ~ created and existing under the laws of the State
B '' (__ of Texas
N ~" '
..~rt~!.~
Title: Secretau oazc~ Directors
/O Br• ,
Name: ext c
Date: J o"1 YlUat'U ~q, '1-D 12 Title: President, Board of Directors
Attest:
By: ~~ C~s~„p
Name: e e
Title: City Secretary
Date: ~e~otkaru 2~l ~ ~1'~-.
CITY OF SCHERTZ, a Texas home-rule city
By: ~C~tG`-P
Name: ~ n (~ . C,G,P.
Title: City Manager
Attest: CITY OF SEGUIl~I,:a Texas home-rule city
By: r ~ /
Name: 1i~i ~i~-In... ~~lsr ., i.. Eye....
Title: City Secretary V' - ~
%-
Date: _`1~X~~~a~_~ 'L.Ol2
Attest:
,,-_ -
Ey: ~ _. cu-r.~
Name: f} , - Cnr ~ w
Title: City Secretary
Date: ~// a-.
SecoadAmeaAmtitfto
Redtomr! Warkf"SNpp(y, LbXlratY
By: ~~~7i~~/~/~~L~f
Name: P_ ('
_.__._
Title: City M er
CITY OFCONVERSE, aTexashome-rulecity
By:
__
Name: L. r f .
Title: City Manager
Paget 6 of 6 Feges
ORIGINAL
Resolution # SSLGC R12-Ol
AMENDMENT NUMBER 2 to the REGIONAL WATER SUPPLY CONTRACT
BETWEEN THE SCHERTZ SEGUIN LOCAL GOVERNMENT CORPORATION (the
"Corporation") and the CITY OF CONVERSE, TEXAS (the "Customer")
The Corporation and the Customer hereby agree that the following sections of the
REGIONAL WATER SUPPLY CONTRACT entered into by the parties are amended to read as
follows:
Section 2.02. Monthly Payments. As consideration for the service to be provided to
Customer under this Agreement, customer agrees to pay Corporation monthly charges calculated
as follows:
B. Start Date. Monthly payments will begin the earlier of either: (i) the delivery of
water through the Point of Delivery or (ii) June 1, 2012, unless the delay in the completion of the
Point of Delivery is due either (i) solely to the actions or inaction by the City of Schertz or (ii) to
force majeure (as described in Section 6.02 of this Agreement, or (iii) Customer is required to use
the power of eminent domain to acquire the site necessary for the Point of Delivery.
IN WITNESS HEREOF, the parties hereto acting under authority of their respective
governing bodies have caused this AMENDMENT NUMBER 2 to the REGIONAL WATER
SUPPLY CONTRACT BETWEEN THE SCHERTZ SEGUIN LOCAL GOVERNMENT
CORPORATION (the "Corporation") and the CITY OF CONVERSE, TEXAS (the "Customer")
to be duly executed as of the day and year written below.
Date: JANUARY 19.2012
SCHERTZ/SEGUIN LOCAL
ttest: ~ GOVERNMENT CORPORATION
By: ~~ ~~u ~!~-u/~~
T. "Jak 'Jac s Ken Greenwald
Secretary, •d of Directors President, Board of Directors
Attest: CITY OF CONVERSE, TEXAS
Ci Secretary Ci • ManaP era ~~ QarJfll
tY g
I of 2
Anrend~r~eru ~2-Cwtt~erse Kegional Fl%aler Sz~pp/y CazN•act
~~~
Resolution # SSLGC R12-Ol
Attest:
t°'~ ~ QJ'(l~l ~
City Secretary
CITY OF SCHERTZ, TEXAS
sy:
City nager
Attest: CITY OF SEGUIN, TEXAS
0 ' /' -'
GGG~L. Y: / ' 7
City Secretary City anage
Amendznen[ #2-Converse y
2 of 2 -
Regional N~a[er Szrppl ~ Conb•ac[
~r~t..~~ez ~
L O C A L G O V E R N M E N T
March 7, 2012
John Kessel
Schettz City Manager
1400 Schertz Parkway
Schertz, Texas 78154
Ms. Kessel,
•
C O R P O R A T I O N
Enclosed you will find an original copy of the fully executed Second Amendment to the
Regional Water Supply Contract and a copy of Resolution # SSLGC R12-01. This is gouts
to keep for gout records/files.
Should you have any questions or concerns, please do not hesitate to contact out office.
Thank you.
I ' dest regards, n'^, ~ ^
e a C. Fran e
S C Administrative Assistant
/rcf
Enclosures (8 pages)
P.O. BOX 833 600 RIVER DRIVE WEST SEGUIN, TEXAS 78156-0833 830-401-2409 FAX 830-401-2481