14-R-77 - Mgmt Svcs Agreement with SSLGCRESOLUTION NO. 14 -R -77
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AGREEMENT FOR
MANAGEMENT SERVICES BETWEEN THE CITY OF SCHERTZ AND
THE SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION
WITH SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION,
AND OTHER MATTERS IN CONNECTION THEREWITH
WIlEREAS, the City staff of the City of Schertz (the "City") and the Schertz/Seguin
Local Government ( "SSLGC ") have determined that the SSLGC requires management services
relating to managing the daily operations of the SSLGC; and
MMREAS, City staff has determined that the City is qualified to provide such services
for the SSLGC; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with SSLGC pursuant to the Agreement for Management Services Between the City of
Schertz and the Schertz/Seguin Local Government Corporation attached hereto as Exhibit A (the
"Agreement ").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with SSLGC in substantially the form set forth on Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
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 2ND day of September, 2014.
CITY O EXAS
ichae R. Carpenter, Mayor
ATTEST:
ww.i_A
Mr—enda Dennis, City Secretary
(CITY SEAL)
50677064.1
EXHIBIT A
AGREEMENT FOR MANAGEMENT SERVICES BETWEEN THE CITY OF
SCHERTZ AND THE SCHERTZ/SEGUIN LOCAL GOVERNMENT CORPORATION
50677064.1 A -1
AGREEMENT FOR MANAGEMENT SERVICES
BETWEEN THE CITY OF SCHERTZ AND
THE SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION
THE STATE OF TEXAS
KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF GUADALUPE
THIS AGREEMENT, executed the 21st day of AUGUST, 2014, by and between the City
of Schertz, a municipal corporation, acting by and through its City Manager, situated in Guadalupe
County, Texas (hereinafter referred to as "Schettz "), and the Schettz- Seguin Local Government
Corporation (hereinafter referred to as "SSLGC ") acting by and through its General Manager is as
follows:
WITNESSETH:
I.
Schettz agrees to provide certain management, administrative, operational, customer relations,
and financial services to SSLGC according to the terms of this Agreement. The General Manager of
SSLGC shall be an employee of Schettz but shall be assigned to SSLGC and shall be charged with the
responsibility of carrying out SSLGC's operations and programs as adopted by the SSLGC Board.
SSLGC agrees that the General Manager may be terminated as an employee only by Schettz, but as
long as this Agreement remains in effect, Schettz shall consult with SSLGC prior to terminating the
General Manager. Direct services Schettz shall perform for SSLGC pursuant to this Agreement shall
include, but not limited to the following:
1. Preparing all reports and keeping records required by the SSLGC Board;
2.. Administering and monitoring all contracts authorized by the SSLGC Board;
3. Preparing the budget for the upcoming year for review and approval by the SSLGC
Board and City Councils of Schettz and the City of Seguin;
4. Monitoring the progress of and report to the SSLGC Board and SSLGC General
Manager concerning operations of SSLGC water systems;
5. Preparing all reports, records, etc. required by TCEQ, EPA and other applicable
agencies; and
6. (Subject to Article IA of this Agreement) providing risk management service in
accordance with the requitement of the SSLGC's bond resolutions, the water
supply agreement with Schettz and the City of Seguin, the terms of this
Agreement, and directives of the SSLGC Board.
Schertz's services under this agreement are subject to oversight and direction by the SSLGC Board
and the SSLGC General Manager. Schettz will procure SSLGC Board approval for all contracts and
management decisions affecting SSLGC and governed by the terms of this Agreement. In performing
its duties under this Agreement, Schertz shall act for the benefit of SSLGC and not of any individual
in the SSLGC water project.
II.
SSLGC shall reimburse Schertz the cost for the management services provided to SSLGC by
Schertz pursuant to this Agreement as described in the following paragraph. Such payments shall be
paid on a quarterly basis and payable by the 25' day April, July, October and January.
To compensate Schettz for the costs it will incur to perform the services described in this
Agreement, SSLGC will reimburse Schertz the actual expenditures incurred, not to exceed the SSLGC
fiscal year 2014 -2015 total budget. The SSLGC Board will establish the amount of reimbursement to
be paid to Schertz for services under this Agreement for each subsequent fiscal year during SSLGC's
budget process. Schertz will have the right at any time during a fiscal year to seek additional
reimbursement if Schettz reasonably determines that the budgeted amount is inadequate to
compensate Schertz for the costs it incurs on behalf of SSLGC in providing services under this
agreement. Projected cash shortages resulting from unplanned costs related SSLGC operations and
the services to be provided by Schertz under this Agreement will be brought to the immediate
attention of the SSLGC Board.
The SSLGC Board or SSLGC General Manager will have the right during normal business
hours upon three business days' prior written notice, to audit, examine, or reproduce any or all books
and records of Schertz related to the performance of its duties under this Agreement.
In the event of the termination of this Agreement, SSLGC will be responsible for paying
Schertz only the portion of the cost allocated to periods prior to the effective date of termination.
III.
It is the express purpose of this Agreement to have Schertz through the SSLGC General
Manager and related personnel implement, administer, and carry out the duties required for the
operator of the public water systems owned by SSLGC.
IV.
Schertz acknowledges that the City of Seguin Utility Manager will be the direct supervisor of
the personnel assigned to the SSLGC water system operations. Under his supervision, he will
coordinate operations in conjunction with the other Seguin utility personnel, which will provide
support as needed. Similarly, the General Manager position will be available to provide backup
support to the Schertz and Seguin, provided such assignments shall not adversely impact the
operations of the SSLGC water systems. The General Manager will anticipate in the annual review
process of all corporation employees and be informed of any personnel actions.
V.
The SSLGC building at 108 W. Mountain Street, Seguin, Texas 78155, will be the location of
the SSLGC Administrative Office and meeting site. The City of Seguin will provide an area at the
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Seguin Water Treatment Plant for use by the SSLGC for monitoring equipment and laboratory
services.
VI.
Subject to early termination as provided in Article VII below, this Agreement shall be in effect
for a period of one year commencing OC'T'OBER 1, 2014 and ending SEPTEMBER 30, 2015 unless
otherwise renewed or extended at the discretion of both parties.
VII.
TERMINATION:
1. This Agreement may be terminated by Schertz or SSLGC, in whole, or from time to time in
part, upon ninety (90) day written notice from the terminating party to the other party. The
effective date of termination shall be ninety (90) days after delivery of Notice of Termination
specifying to what extent performance or work under the Agreement shall be terminated
ninety (90) days after receipt by the notified party.
2. After receipt of a Notice of Termination Schertz shall:
a. Stop work on the date as specified in the Notice of Termination to extent possible.
b. Place no further orders or subcontracts except as may be necessary for completion of
the work not terminated.
c. Terminate all order and subcontracts to the extent that they relate to the performance
of work terminated by the Notice of Termination in so fat as possible.
d. SSLGC shall pay expenses incurred through the date of termination.
VIII.
It is expressly understood that Schertz and SSLGC each retain the tight to pursue other
avenues for development and operation of public water systems, when it is determined to be in the
best interest of Schettz or SSLGC to do so, and this Agreement shall not limit either Schertz's right
or SSLGC's right to pursue such interests.
IX.
It is the intent of the parties for SSLGC to acquire, after consultation with Schertz, insurance
and other risk management programs to protect SSLGC, its property, and its participants.
To extent permitted by law and to the extent SSLGC is protected by insurance or other risk
management program, SSLGC releases Schertz from, and waives any claim, loss, expense, or damage
occurting in the course and scope of City's services under this Agreement, except such claims, losses,
expenses or damages that ate caused by the willful misconduct or gross negligence of Schertz.
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To the extent permitted by law and to the extent SSLGC is protected by insurance or other
risk management program, SSLGC shall defend, indemnify and hold harmless Schertz from and
against claims, demands, actions, judgments, and liabilities asserted by any person other than SSLGC
arising out of the performance by Schertz of its services on behalf of, and as agent of SSLGC under
this Agreement, except such claims, demands, actions, judgments, and liability arising out of the willful
misconduct or gross negligence of Schertz.
X.
This Agreement shall take effect on the 161 day of OCTOBER, 2014.
IN WITNESS WHEREOF, the parties have executed this Contract in the year and on the day
indicated.
SCHERTZ /SEGUIN LOCAL
GOVERNMENT CORPORATION
P.O. Box 8M
Seguin, Texas 78156
R. Alan Cockerell, General Manager
Z!I
Date
CITY OF SCHERTZ, TEXAS
1400 Schertz Parkway
Schertz, Texas 78154
Joh essel, City Manager
Date
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