19-R-121 Agreement with SEDC & City of Schertz for professional servicesRESOLUTION NO. 19 -R -121
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AGREEMENT FOR
PROVISIONS OF PROFESSIONAL SERVICES BETWEEN THE CITY
OF SCHERTZ AND THE CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION, AND OTHER MATTERS IN
CONNECTION THEREWITH
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 ") provides a corporation those powers incidental or necessary to the purposes of the
corporation; and
WHEREAS, the City of Schertz Economic Development Corporation (the "Corporation ")
desires to engage the City for the provision of certain professional and other services to assist the
Corporation in carrying out its goals and objectives; and
WHEREAS, the Act prohibits the City from providing things of value, including
professional services, in aid of corporation without receiving fair value compensation in return;
and
WHEREAS, the City Council has determined that it is in the best interest of the City to
approve the Agreement for Provisions of Professional Services Between the City of Schertz and
the City of Schertz Economic Development Corporation and that such agreement constitutes fair
value for the services to be rendered under the agreement.
NOW THEREFORE, 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 for Provisions of Professional Services Between the City of Schertz and
the City of Schertz Economic Development Corporation 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 10 "' day of September, 2019.
ATTEST:
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Brenda Dennis, City Secretary
CITY OF SWRFX-FZ. TEXAS
Carpenter, Mayor
EXHIBIT A
AGREEMENT FOR PROVISIONS OF PROFESSIONAL SERVICES BETWEEN THE
CITY OF SCHERTZ AND THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION
AGREEMENT FOR PROVISIONS OF PROFESSIONAL SERVICES
BETWEEN THE CITY OF SCHERTZ AND
THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION
THE STATE OF TEXAS
KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF GUADALUPE
THIS AGREEMENT, executed the day of , 2019, by and between the
CITY OF SCHERTZ, a municipal corporation, acting by and through its City Council, situated in
Guadalupe County, Texas (hereinafter referred to as "City "), and the City of Schertz Economic
Development Corporation, a Texas non - profit industrial development corporation (hereinafter
referred to as "SEDC ") acting by and through its President of the Board is as follows:
WITNESSETH:
I.
The City agrees to provide management, professional, administrative, financial and
investment services to the SEDC according to the terms of this agreement. Direct services the City
shall perform for the SEDC shall include:
Providing Salary, workers' compensation, health, and retirement expenses for City
employees assigned to the SEDC.
2. Preparing all financial and investment reports and keeping all financial books and records
required by applicable law.
3. Preparing a budget for the forthcoming year for review and approval by the Board and City
Council.
4. Providing all necessary budgeting, accounting, financial management and investment
management through the City's Finance Department.
Providing accounts payable, payroll, purchasing and other bookkeeping services with
oversight and training of such services.
6. Providing for a repository of records, office and conference space.
7. Providing technology support of hardware, software and phone systems through the City's
Information Technology Department.
Providing automotive support of vehicles through the City's Fleet Department.
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9. Providing for legal services through the City Attorney's office at the rate that those services
are provided to the City.
10. Providing for commercial insurance, communication equipment and services, and office
equipment products and services at the rate that those products and services are provided
to the City.
11. Providing for financial auditing services through the Finance Department at the rate that
those services are provided to the City.
12. Provide an executive level presence in area Chambers of Commerce through the City
Manager and /or his /her designee for marketing Schertz as preferred location for new and
expanded business opportunities.
13. Providing executive and administrative support, review and oversight by the City Manager.
It is understood and agreed that access to City staff resources by the SEDC is secondary to the
needs of the City Council of the City of Schertz.
II.
Subject to the SEDC continuing to contract with the City for management services, the
SEDC will pay to the City for its services pursuant to this agreement, in the form of a flat fee (the
Service Fee) in the amount of four hundred sixty -one thousand six hundred thirty-six and zero
cents ($461,636.00) per year. Said amount to be paid in two equal payments on October 1,
2019and April 1, 2020.
The SEDC will directly maintain the memberships necessary for the City to provide an executive
level presence in area Chambers of Commerce through the City Manager and/or his/her designee
for marketing Schertz as preferred location for new and expanded business opportunities.
In the event of the termination of this agreement, the SEDC will be responsible for paying
the City only the portion of the cost allocated to periods prior to the effective date of the termination
of the agreement.
III.
It is the express purpose of this agreement for the City to provide certain management,
professional, administrative and financial services to the SEDC.
IV.
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Subject to early termination as provided in Article V below, this agreement shall be in
effect for a period of one year commencing October 1, 2019 and ending September 30, 2020, and
said agreement shall be extended for additional one -year terms thereafter under the same terms
and conditions unless one party gives to the other party written notification at least thirty (30) days
prior to the end of the existing term of its desire to terminate the agreement.
V.
This contract may be terminated by the City or SEDC, in whole, or from time to time, in
part, upon thirty (30) days notice from the terminating party to the other party. Termination
shall be effective thirty (30) days after delivery of Notice of Termination specifying to what
extent performance or work under the contract shall be terminated thirty (30) days after
receipt by the notified party.
2. After receipt of a Notice of Termination the City shall:
a. Stop work on the date as specified in the thirty (30) day Notice of Termination to
the extent possible.
b. Place no further orders or subcontracts except as may be necessary for completion
of the work not terminated.
C. Terminate all orders and subcontracts to the extent that they relate to the
performance of work terminated by the Notice of Termination in so far as possible.
d. The SEDC shall pay all expenses incurred through the date of termination.
IN WITNESS WHEREOF, the parties have executed this Contract in the year and on the
day indicated.
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
Paul Macaluso
President
CITY OF SCHERTZ, TEXAS
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Dr. Mark Browne
City Manager
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