12-R-84 Authorizing Managment Services Agreement with SSLGCRESOLUTION NO. 12-R-84
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A MANAGEMENT SERVICES
AGREEMENT WITH SCHERTZ SEGUIN LOCAL GOVERNMENT
CORPORATION, AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has determined that the City
requires management services relating to the managing of daily operations of Schertz Seguin
Local Government; and
WHEREAS, City staff has determined that (Alan Cockrell) Schertz Seguin Local
Government Corporation is uniquely qualified to provide such services for the City; and
WHEREAS, pursuant to Section 252.022(a)(4), the City is not required to seek bids or
proposals with respect to a procurement for personal, professional, or planning proposes; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with Schertz Seguin Local Govenunent Corporation pursuant to the Management
Services Agreement 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 Schertz Seguin Local Government 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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
m• 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 declazed 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, thi ~ d y of, 2012.
ATTEST:
MA
nda Dennis, Ciry Secretary
(CITY SEAL]
CITY O Z, TEXAS
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EXHIBIT A
MANAGEMENT SERVICES AGREEMENT
soons9zi A-1
Resolution #SSLGC R12-19
Schertz/Sequin Local Government Corporation
State of Texas
County of Guadalupe
A RESOLUTION AUTHORIZING A MANAGEMENT SERVICES
AGREEMENT BETWEEN THE SCHERTZ/SEGUIN LOCAL
GOVERNMENT CORPORATION (SSLGC) AND THE CITY OF SCHERTZ
WHEREAS, the Schextz/Sequin Local Government Corporation desires to enter into a
Management Services Agreement with the City of Schextz;
WHEREAS, the Agreement fox Management Services between the City of Schextz and the
Schextz/Sequin Local Government Corporation attached hereto and incorporated herein fox all
purposes represents the proposed Agreement behveen the parties;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
SCHERTZ/SEGUIN LOCAL GOVERNMENT CORPORATION:
1. That the Schextz/Sequin Local Government Corporation hereby approves the
Management Services Agreement between the Schextz/Sequin Local Government
Corporation and the City of Schextz.
2. That the General Manager be authorized to execute the Management Services
Agreement between the Schextz/Sequin Local Government Corporation and the
City of Schextz.
PASSED AND APPROVED THIS 20`'' DAY OF SEPTEMBER, 2012.
Ken Greenwald, President
Attest:
ORIGINAL
AGREEMENT FOR MANAGEMENT SERVICES
BETWEEN THE CITY OF SCHERTZ AND
THE SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION
THE STATE OF TEXAS
COUNTY OF GUADALUPE
KNOWN ALL MEN BY THESE PRESENTS:
THIS AGREEMENT, executed the 25`h day of SEPTEMBER. 2012, 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 "Schertz"), and the Schertz-
Seguin Local Government Corporation (hereinafter referred to as "SSLGC") acting by and
tlrrough its General Manager is as follows:
WITNESSETH:
I.
Schertz 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 Schertz 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 Schertz, but as long as this Agreement remains in effect, Schertz shall
consult with SSLGC prior to terminating the General Manager. Direct services Schertz shall
perform for SSLGC pursuant to this Agreement shall include, but not limited to the following:
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 Schertz 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 IX of this Agreement) providing risk management service in
accordance with the requirement of the SSLGC's bond resolutions, the water
supply agreement with Schertz and the City of Seguin, the terms of this
Agreement, and directives of the SSLGC Board.
QRIGINAL
Schertz's services under this agreement are subject to oversight and direction by the SSLGC
Board and the SSLGC General Manager. Schertz 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`h day April, July, October and January.
To compensate Schertz 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 2012-2013 budgeted amounts. The SSLGC Board will establish the amount
of reimbursement to be paid to Schertz for services under this Agreement for each subsequent
fiscal yeu during SSLGC's budget process. Schertz will have the right at any time during a
fiscal year to seek additional reimbursement if Schertz 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
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participate in the annual review process of all corporation employees and be informed of any
personnel actions.
V.
By separate agreement between the City of Seguin and SSLGC, the City of Seguin has
agreed to provide facilities for an administrative office to be located at the 600 River Drive West
in Starcke Park and to provide an area at the Seguin Water Treatment Plant for use by the
General Manager 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 October 1, 2012 and ending September 30, 2013
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) days 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.
o. Terminate all order 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. SSLGC shall pay expenses incurred through the date of termination.
VIII.
It is expressly understood that Schertz and SSLGC each retain the right to pursue other
avenues for development and operation of public water systems, when it is determined to be in
the best interest of Schertz 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,
inswance and other risk management programs to protect SSLGC, its property, and its
pazticipants.
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 occurring in the course and scope of City's services under this Agreement, except
such claims, losses, expenses or damages that are caused by the willful misconduct or gross
negligence of Schertz.
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 hazmless 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 1st day of October , 2012.
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 833
Seguin, Texas 78156
Q~G
R. Alan Cockerell, General Manager
CITY OF SCHERTZ, TEXAS
1400 Schertz Parkway
Schertz, Texas 78154
John Kessel, City Manager
ORiGI~A~-