13-R-20 Amendment to Article & Bylaws & Second Amendment to MOURESOLUTION NO. 13-R-20
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS ADOPTING AN AMENDMENT TO THE ARTICLES
OF INCORPORATION AND BYLAWS OF THE CIBOLO VALLEY
LOCAL GOVERNMENT CORPORATION TO REFLECT AN INCREASE
IN THE NUMBER OF DIRECTORS OF THE CIBOLO VALLEY LOCAL
GOVERNMENT CORPORATION AND THE TERMS THEREOF;
AMENDING PROVISIONS RELATED TO THE SUBMISSION OF THE
CORPORATION'S ANNUAL BUDGET; EXECUTING A SECOND
AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING WITH
THE CORPORATION RELATED TO THE SUBMISSION OF THE
CORPORATION'S ANNUAL BUDGET; PROVIDING FOR
5EVERABILITY; REPEALING CONFLICTING RESOLUTIONS; AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, Cibolo Valley Local Government Corporation {"CVLGC"} is a local
government corporation, created and existing under the provisions of Subchapter D of Chapter
431, Texas Transportation Code, as amended ("Chapter 431 "), and Chapter 394, Texas Local
Government Code ("Chapter 394" and together with Chapter 431, the "Act") and has and may
exercise all of the rights, powers, privileges, authority, and functions given by the general laws
of the State of Texas to non-profit corporations incorporated under the Act including, without
limitation, the Texas Non-Profit Corporation Act, Chapter 22, Texas Business Organizations
Cade; and
WHEREAS, Article VIII of CVLGC's Articles of Incorporation, Chapter 394 of the
Texas Local Government Code, and Chapter 431 of the Texas Transportation Code allows
CVLGC to apply to its member cities for a change to its Articles of Incozporation; and
WHEREAS, an amendment to CVLGC's Articles of Incorporation reduced the nurrzber
of CVLGC directors from five to three; and
WHEREAS, the CVLGC Board of Directors believes that CVLGC should have six
board members -two board members for each member city; and
WHEREAS, an amendrrzent to CVLGC's Articles of Incorporation must be approved by
each the member cities' governing bodies in order to be effectuated; and
WHEREAS, the Board of Directors of CVLGC applied to each of its member cities to
make changes to CVLGC's Articles of Incorporation; and
WHEREAS, Article XI of CVLGC's Articles of Incozporation requires that an
amendment to CVLGC's Bylaws be approved by each of the member cities' governing bodies;
and
WHEREAS, the Board of Directors of CVLGC approved the changes to the articles of
incorporation and bylaws as detailed below at an open meeting; and
WHEREAS, CVLGC and the City of Schertz executed, along with the other member
cities of CVLGC, a Memorandum of Understanding {"MOU"} that detailed the obligations of
each entity; and
WHEREAS, a Second Amendment to the MOU is necessary to reflect changes related to
the submission of CVLGC's annual budget.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF SCHERTZ, TEXAS:
Section 1. The recitals contained in the preamble of this Resolution are determined to be
true and correct and are hereby adopted as a part of this Resolution.
Section 2. The City hereby approves the following amendments to the CVLGC Articles
of Incorporation:
(A) Article XII, as revised, shall read as follows: "The number of directors constituting
the Board of Directors is six {6). Two {2) directors shall be appointed by each of the
Governing Bodies."
(B) The City hereby consents that the change may be incorporated into a Restated
Articles of Incorporation or Restated Certificate of Formation.
Section 3. On the condition that all member cities of CVLGC approve the change in
CVLGC's Articles of Incorporation reflect in Section 2 of this Ordinance, the Ciry hereby adopts
the following amendments to Section 2.1{b) and Section 4.2 of the CVLGC Bylaws to read as
follows:
(A} "Section 2.1 (b}. Powers, Duties, and Tei7ns of Office. The Board shall consist of six
(6) directors, each of whom must at all times while serving as director be a resident of
the City that appointed such director. Each of the Cities shall appoint two (2)
directors to the Board. Each member of the Board shall be appointed for afour-year
term until the Corporation is dissolved. A director may be reappointed. The Cities
shall each appoint one director with a term to expire on September 30, 2015, and
another dixector with a tei7n to expire on September 30, 2017. Thereafter, each
director will be appointed for a teirn of four years until the Corporation is dissolved."
(B) "Section 4.2. Annual Corporate Budget. Prior to the commencement of each fiscal
year of the Corporation, the Board shall adopt a proposed budget of expected
revenues from sources set out in Section 4.5 of this article and proposed expenditures
for the next fiscal year. The budget shall contain classifications and shall be in a form
common to municipal corporations."
2
Section 4. The City hereby approves the Second Amendment to the Memorandum of
Understanding Among the Cities of Cibolo, Converse, and Schertz and the Cibolo Valley Local
Government Corporation, attached hereto and incorporated herein for all purposes in
substantially correct form as Exhibit A. The Second Amendment reflects that CVLGC shall
submit its annual budget to the City by the first business day in June. The City Manager is
hereby authorized on the City's behalf to execute the Second Amendment to the Memorandum
of Understanding Among the Cities of Cibolo, Converse, and Schertz and the Cibolo Valley
Local Government Corporation and effectuate its intent.
Section 5. All Resolutions and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.
Section 6. It is hereby declared that the sections, paragraphs, sentences, clauses and
phrases of this resolution are severable and, if any phrase, clause, sentence, paragraph or section
of this resolution shall be declared unconstitutional or invalid by the valid judgment or decree of
any court of competent jurisdiction, such unconstitutionality or invalidity shall not affect any o~
the remaining phrases, clauses, sentences, paragraphs and sections of this resolution, because the
same would have been enacted by the City Council without the incorporation of any such
unconstitutional phrase, clause, sentence, paragraph or section.
Section 7. This Resolution shall take effect immediately upon adoption hereof.
PASSED AND APPROVED the ~~ day of ~ 2013.
Carpenter, Mayor
ATTEST:
Brenda Dennis, City Secretary
3
ARTICLES OF INCORPORATION
OF THE
CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION
We, the undersigned natural persons, each of whom is eighteen (18) years of age or older,
a resident of the City of Cibolo, Texas ("Cibolo"}, the City of Converse, Texas ("Converse"}, the
City of Schertz, Texas ("Schertz"), the City of Seguin, Texas {"Seguin"), or the City of Selma,
Texas ("Selma"), and a citizen of the State of Texas (the "State"), acting as incorporators of a
nonprofit corporation (the "Corporation"} created in accordance with the provisions of the Texas
Transportation Corporation Act, Chapter 431 of the Texas Transportation Code, as amended (the
"Act"}, and the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local
Government Code, as amended ("Chapter 394"), hereby adopt the following Articles of
Incorporation for such Corporation:
ARTICLE I
The name of the Corporation is the Cibolo Valley Local Government Corporation.
ARTICLE II
The Corporation is a public, nonprofit corporation.
ARTICLE III
Subject to the provisions of Article XV hereof, the period of its duration is perpetual.
ARTICLE IV
The purposes for which the Corporation is organized are as follows:
(a) to aid, assist, and act on behalf of Cibolo, Converse, Schertz, Seguin, and Selma
(collectively, the "Cities") in acquiring, constructing, leasing, improving, enlarging, extending,
repairing, maintaining, and operating a water utility system (the "Project") pursuant to the
provisions of Chapter 552 of the Texas Local Government Code, as amended ("Chapter 552"},
and othel• applicable laws of the State;
(b) to aid, assist, and act on behalf of the Cities in accomplishing a governmental
purpose of the Cities in the provision of water for public use;
(c) to engage in activities permitted under the laws of the State, including, but not
limited to, Chapter 552 and to own and operate all property, real, personal, or mixed, and
conduct such activities as are now or hereafter permitted under the laws of the State, including,
but not limited to, Chapter 552, and as are convenient or necessary to the ownership,
maintenance, and operation of the Project;
{d} to receive, hold, administer, and disburse any money, securities, or other property
which may be transferred to the Corporation by gift, devise, bequest, or otherwise, for any of the
uses or purposes set forth above, and to invest, lend, conserve, use, and disburse such money,
55631898.7
securities, or other propet-ty, and the income derived therefrom, for the uses and purposes herein
specifed, in accordance with the judgment and discretion of the Board of Directors;
(e) to purchase, exchange, contract for, lease, rent, and in any and alI other ways
acquire, take, own, improve, and hold, and to sell, convey, mortgage, lease, rent to others, or
otherwise dispose of real estate, improvements in real estate, interests in real estate, and personal
property of every kind, character, and description;
(f) to borrow money or raise money and to issue notes, bills, bonds, and other
obligations and to mortgage, pledge, hypothecate, or otherwise encumber any and all of the
revenues and assets of the Corporation as security therefor far the purpose of carrying out the
goals of the Corporation; and
(g) to do any and all things necessary or convenient to the accomplishment of any of
the purposes or for the exercise of any of the po4vers herein set forth, whether herein specified or
not, either alone or in connection with other firms, individuals, or corporations, whether in the
State or throughout the United States, and elsewhere.
The Corporation shall have the purposes and powers permitted by the Act, but the
Corporation does not have, and shall not exercise the powers of sovereignty of the Cities,
including the power to tax, the power of eminent domain, and police power. However, for the
purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and
Remedies Code, as amended), the Corporation is a governmental unit and its actions are
governmental functions.
The Corporation is formed as a local government corporation pursuant to the provisions
of Subchapter D of the Act.
ARTICL>r V
(a) Before the consummation of the sale and delivery of any bonds or notes, the
Corporation shall obtain approval by the governing body of each of the Cities (collectively, the
"Governing Bodies") as evidenced by the adoption of written resolutions.
(b) 1n the exercise of the powers of the Corporation, the Corporation may enter into
loan, lease, trast, or other agreements as authorized by the Act that are necessary and appropriate
to the fulfillment of the public purpose of the Corporation, all of which agreements, and the
specific uses, and the method of withdrawals and expenditure of the proceeds of the bonds or
notes, and must be included as a part of the approval process of the Governing Bodies required
by paragraph (a) above.
ARTICLE VI
The Corporation shall have no members and shall be a nonstock corporation.
5563 f 898.7
ARTICLE VII
The Governing Bodies have, by resolutions adopted on March 22, 2010 (Cibolo),
March 15, 2010 (Converse), Match 15, 2010 (Schertz), December 21, 2010 (Seguin), and
April 14, 2011 (Selma), authorized the creation of the Corporation and approved these Articles
of Incorporation and the Corporation's Bylaws pursuant to Subchapter D of the Act.
The Corporation shall have and exercise all of the rights, powers, privileges, authority,
and functions given under the Act, Chapter 394, Chapter 552, and under the general laws of the
State to nonprofit corporations incorporated under the Texas Nonprofit Corporation Law {now
known as Chapter 22 of Title 1 of the Texas Business Organizations Code, as amended) which
are consistent with the provisions of the Act with respect to the development and operation of the
Project together with all powers incidental thereto or necessary therefor.
The Corporation shall have all other powers of a Iike or different nature not prohibited by
law which are available to nonprofit corporations in the State and which are necessary or useful
for the development and operation of the Project.
The Corporation is a constituted authority and a public instrumentality within the
meaning of the regulations of the United States Treasury Department and the rulings of the
Internal Revenue Service prescribed and promulgated pursuant to section 103 of the Internal
Revenue Code of 1986, as amended, and the Corporation is authorized to act on behalf of the
Cities as provided in these Articles of Incorporation. However, the Corporation is not a political
subdivision or political corporation of the State within the meaning of its constitution and laws,
including, without limitation, Article III, Section 52 of the constitution, and no agreements,
bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements,
bonds, debts, or obligations, or the lending of credit, or a grant of public money or thing of value,
of or by the Cities or any other political corporation, subdivision, or agency of the State, or a
pledge of the faith and credit of any of them. However, for the purposes of the Texas Tort
Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code, as amended),
the Corporation is a governmental unit and its actions are governmental functions.
ARTICLE VIII
These Articles of Incorporation may at any time and from time to time be amended as
provided in the Act and Chapter 394 so as to make any changes therein and add any provisions
thereto which might have been included in the Articles of Incorporation in the first instance.
Any such amendment shall be effected in either of the following manners: (i) the members of
the Board of Directors of the Corporation shall file with each of the Governing Bodies, a written
application requesting permission to amend the Articles of Incorporation, specifying in such
application the amendments proposed to be made, the Governing Bodies may consider such
application and, if they shall each by appropriate resolution duly find and determine that it is
advisable that the proposed amendments be made and shall approve the form of the proposed
amendments, then the Board of Directors of the Corporation may amend the Articles of
Incorporation by adopting such amendments at a meeting of the Board of Directors and
delivering the articles of amendment to the Secretary of State; or (ii) the Governing Bodies may
collectively, at their sole discretion, and at any time, amend these Articles of Incorporation, and
55631898.7
change the structure, organization, programs, or activities of the Corporation, or tel•minate or
dissolve the Corporation (subject to the provisions of the Act and any limitation provided by the
Constitution and general laws of the State and the United States of America on the impairment of
contracts entered into by the Corporation), by written resolution adopting the amendment to the
Articles of Incorporation of the Corporation or articles of dissolution at a meeting of each of the
Governing Bodies and delivering articles of amendment or dissolution to the Secretary of State,
as provided in the Act and Chapter 394. Restated articles of incorporation may be filed with the
Secretary of State as provided in the Act and Chapter 394.
ARTICLE IX
The Corporation shall be subject to the Open Meetings Act, Chapter S51 of the Texas
Government Code, as amended, and the Public Information Act, Chapter 552 of the Texas
Government Code, as amended.
ARTICLE X
The street address of the initial registered office of the Corporation is 600 River Drive
West, Seguin, TX 78155, and the name of its initial registered agent at such address is R. Alan
Cockerell.
ARTICLE XI
The initial Bylaws of the Corporation shall be adopted by the Corporation's Board of
Directors and shall, together with those Articles of Incorporation, govern the initial affairs of the
Corporation until and unless amended in accordance with the provisions of the Act and Chapter
394 and these Articles of Incorporation. The Bylaws and each amendment and repeal of the
Bylaws must 6e approved by each of the Governing Bodies by resolution.
ARTICLE XII
The number of directors constituting the initial Board of Directors of the Corporation is
five (5). One (1) director has initially been appointed by each of the Governing Bodies. The
names and addresses of the persons who are to serve as the initial Board of Directors, each of
whom is a resident of one of the Cities are as follows:
Leslie Pedde 200 South Main
Cibolo, Texas 78108
Lupe Perez 403 South Seguin
Converse, Texas 78109
Justin Murray 1400 Schertz Pal-lcway
Schertz, Texas 78154
Robert Crabb 205 North River Street
Seguin, Texas 7815ti
55631898.7 4
Ken Roberts 9375 Corporate Drive
Selma, Texas 78154-1250
ARTICLE XIII
The name and street address of each incorporator, each of whom is a resident of one of
the Cities are as follows:
Jennifer Hartman 200 South Main
Cibolo, Texas 78108
John Shadron 403 South Seguin
Converse, Texas 78109
Hal Baldwin 1400 Schertz Parkway
Schertz, Texas 78154
Betty Ann Matthies 205 North River Street
Seguin, Texas 78156
Tom Daly 9375 Corporate Drive
Selma, Texas 78154-1250
ARTICLE XIV
No director shall be liable to the Corporation for monetary damages for au act or
omission in the director's capacity as a director, except to the extent the director is found liable,
(i) for any breach of the director's duty of loyalty to the Corporation, (ii} for acts or omissions
not in good faith that constitute a breach of duty or which involve intentional misconduct of the
director or a knowing violation of law, (iii) for any transaction from which the director received
an improper benefit, whether or not the benefit resulted from an act taken vvithin the scope of the
director's office, or (iv) for acts or omissions for which the liability of a director is expressly
provided by statute. Any repeal or amendment of this Article by the Board of Directors shall be
prospective only, and shall not adversely affect any limitation on the personal liability of a
director existing at the time of such repeal or amendment. In addition to the circumstances in
which a director is not personally liable as set forth in the preceding sentences, a director shall
not be liable to the fullest extent permitted by an amendment to the State statutes hereafter
enacted that further limits the liability of a director.
ARTICLE XV
(a) The Goverl~ing Bodies, by written resolutions, may autl7ocize and direct the
dissolution of the Corporation. However, the Corporation shall not be dissolved, and its business
shall not be terminated, by act of the Governing Bodies or otherwise, so long as the Corporation
shall be obligated to pay any bonds, notes, or other obligations.
(b) No action shall be taken pursuant to paragraph {a) of this Article or pursuant to
paragraph (b) of Article XVI of these Articles of Incorporation, in any manner or at any time that
55631&98.7
would impait• any contract, lease, right, or other obligation theretofore executed, granted, or
incurred by the Corporation.
ARTICLE XVI
(a) All properties owned by the Corporation shall be held for the use and benefit of
the public on a nondiscriminatory basis. No dividends shall ever be paid by the Corporation and
no pact of its net earnings remaining after payment of its expenses and other obligations shall be
distributed to or inure to be benefit of its directors or officers, or any individual, private firm, or
private corporation or association, except in reasonable amounts for services rendered.
(b) If, after the close of any fiscal year (as determined by the Bylaws), the Board of
Directors shall determine that sufficient provision has been made for the full payment of all
current expenses, together with all amounts payable on the contracts, agreements, bonds, notes,
and other obligations of the Corporation, and that all of the terms, provisions, and covenants
therein have been met, then any tiet earnings derived from sources thereafter accruing in
connection with public facilities financed pursuant to the Act, and revenues received in
connection with public facilities financed pursuant to the Act shall 6e used solely for the
purposes permitted by the Act and these Articles of Incorporation.
(c) If the Corporation ever should be dissolved when it has, or is entitled to, any
interest in any funds or property of any kind, real, personal or mixed, such funds or property or
rights thereto shall not be transferred to private ownership, but shall be transferred and delivered
to the Cities, on an equal basis, after satisfaction of debts and claims.
ARTICLE XVII
The Corporation may indemnify any director, officer, employee or agent or former
director, officer, employee, or agent of the Corporation for expenses and costs, including
attorney's fees, actually or necessarily incurred by the person in connection with any claim
asserted against the person, by action in court or other forum, by reason of such person having
been a director, officer, employee or other agent, except that the Corporation may not provide
indemnity in a matter if the director, officer, employee, or agent is guilty of negligence or
misconduct in relation to the matter.
The f•entainder of this page rnlenlioraally left blank.]
55631898.7
2010.
IN WITNESS WHEREOF, we have hereilnto set our hands this day of April,
Jennifer Hartman, Incorporator
John Shadron, Incorporator
Hal Baldwin, Incorporator
Betty Ann Matthies, lncorporator
Tom Daly, Incorporator
SSG31898.7 7
frorn:R&R Law fire 02!01!2013 74:38 X429 P.002l005
FIE_ED
In the Office of the
SecrQtary of Slate of Texas
~~B 01 X013
ARTICLE OTC AMENDMENT TO THG Corporations 5ectian
ARTICLES Or 1lNCOR1?ORATION OE THE
CI130L0 VALLTY LOCAL GOVL~RNMENT CORPORATION,
A TE7{'AS LOCAL GOVERNMENT CORPORAT)ON
This article of amendment is submitted for filing pursuant to the applicable provisions of
the Texas Business arganixations Code, Chapter 431, Texas Transportation Codc, as amended,
and Chapter 394, Texas i.ocal Government Code, as amended.
Article I -Entity Nantie and Type
7'he name of the entity as currently shown in ilia retards of flit secretary of state and the
type of tiling entity are: Cibolo Valley Local Government Corporation, a Texas local
government corporntion (hereinafter "Corporation"). The Corporation's date of formation is July
11, 2011, and its assigtled file number is 841451363.
Article II - Amendmetrts to Articles of ineorporstipn
Set forth below #s an identification by reference or description of each added, altered, or
deleted provision.
The Articles of incorporation of the Corporation is amended by the alteration of the
provisions identified or referenced below. A Fi~[I text version of each altered provision so
identified or referenced follows:
(A)Article IV (a) Is amended to read as follows: "to aid, assist, and act on behalf of
Cibolo, Converse, and Schertx (rallectively, "Cities") in acquiring, constructing,
leasing, Improving, enlarging, extending, repairing, maintaining, and operating a water
ut#lily system (fife "project") pursuant to the provisions of Chapter 552 of the Texas
Local Government Code, as amended ("Chapter 552"), and other applicable laws of the
Slate;"
(B) The first paragraph of Article Vi[ is amended to read as follows: "The Governing
Bodies have, by resolutions adopted on March 22, 2010 (Cibolo), March 1 S, 2010
(Converse), and March i 5, 2010 {Scheriz}, authorized the creation of the Corporation
and approved these Articles of Incorporation and the Corporation's Bylaws pursuant to
Suhchapter D of the Act. The a#tics of Seguin artd Selma were member cities of the
Corporation, but by tesolulions adopted on January 8, 2013 (Cibolo), January 15, 2013
(Converse), January 29, 2013 {Schertz), January 15, 2013 (Seguin), and January 3,
2013 (Selina), Selma and Seguin are no longer member pities of the Corporation."
(C) Article X11 is amended to read as follows; "The number of directors constituting the
Board of 171rcctors is three (3). One (1) director shall be appointed by each of the
Governing Hodies."
Froto:li&R t_aw Firm 02/01/2013 14:39 X429 P.0031005
Article III -Approval of Amendments
This fling amending the Articles of Incorporation has been approved by the Hoard of
Directors of the Corporation on ,fanuary 31, 2013, in the manner required by the Texas Business
Organizations Code, Chapter 431, Texas Transportation Code, as amended, Chepler 394, Texas
I,oca! Government Dade, ss emended, and by the governing documents of the Corporation. The
amendments to the Corporation's Articles of Jncorporallon contained herein were gdopted and
approved by a majority vote of the Corporation's $oard ofDlrectors.
Article IV -Effective Date nt Elting
Tlris Article of Amendment becomes effective when the document is filed by the secretary
of state.
Arttcle V -Execution
Tire undersigned signs this docrrrnent subject to the penalties imposed by law fur the
submisslan of a rnaterialiy false or fraudulent Instrumentand certifies under penalty ofperjury that
the undersigned is autharized underthe provisions oflaw governing the entity to execute the ailing
instrument.
Date: Januarv 31.2013
Ciboio Valley Local Qovernment Corporation
President, Cabala Valley Local avemment Corporation
ATTEST:
(.~/ '
Secretary, Cibolo Valley Local G menl Carp ration
FIRST AMLNDMRNT TU ML'MORAI~'UUM OF UNDrI2S'I'ANDINGRMONG TCii/
CI'C'IC:S Or CCBOLO, CONVI,RSC~,, SCIILRT71, Si?GU1N, AND 5L+'LMA, AND TItI:
CIIiOLO VALLEY LOCAL GOVCRNMI:NT CORPORATION
WHI112~A5, in recognition of the fact that the acquisi[iort of a depcndAble source of raw and
potable water is essential i'or the maintenance of continued economic growth and the well being
of its citizerts, the cities of Cibolo, Crntverse, Schertz, Seguin, and Seluta have approved the
creation of the Cibolo Valley Local Government Corporation {"CVLGL'") As their constituted
aiUlror'ity and instrumentality to accotnplislt the specific purpose of acquiring, constructing,
improving, enlarging, extending, repairing, maintaining and operating a water utility system; and
WHLRCAS, the cities of Seguin and Selma have sought withdrawal ti•om CVLGC;
WHCRTAS, the cities of Cibolo, Converse, Scheriz, Seguin, and Selma executed a
Mcmol~ndunt ol• Understanding with •CVLGC ("MUU") to outline cel•tain rights and
responsibilities of each entity;
WHFRI;AS, Cibolo, Converse, and Schertz (collectively, "Member Cities") wish to continue
pursuing projects through ('VI,GC;
NUW, "I'HCRi:I+OR1G, in CUnSldel•atlOn of the rnulual covenants and agr•eemcnts herein
contained, each of the Member Cities tend CVLGC agree as follows:
I. The terms of the MOU remain in full fol•ce and effect except as amended h~°rein.
Definitions in the MOU shall apply to terms utilized herein.
2. The Parties agree lha! Seguin and Selma are withdrawing from CVLGC and
Selma and SegUln's I•ights, lines, interests, and obligations in the MOU and CVLGC are
relinquished subject to the provisions contained herein. The remaining Member Cities in the
MOU shall be the cities of Cibolo, Converse, and Schertz.
3. Pursuant to section 5 of the MOiI, Seguin made an initial contribution to CVLGC
of $250,000. Seluta made an irtitia} contribution to CVLGC of $125,000. Seguin and SeImA
shall be reimbursed their contribution to CVLGC less the pro rata incurred expenses of CVLGC
per city through December 3 I, 2012.
4. `fhe remaining Member Cities' (Cibolo, Converse:, and Scheriz) interest in
CVLGC shall be based on an equal sltarc (currently, a third each).
S. Witltdl•awAl of a Member City. lf•any ol'thc remaining Member Cities withdraws
from CVLGC, the I-entailting Mernhcr Cities (Cibolo, Converse, and Schertz) agree that the
withdrawing city sltAll be erttitled to reimbursement of any contributions the withdrawing city
makes to CVIaGC less any expenses inctn•red by the CVLGC to Ilte date of the withdrawal And
through CVLGC's remain{ng Budget Ycar.
"Chis First Antendnteltt to the IvIOU may be signed as multiple originals and is approvoc!
by each of'the Member Cities and CVLGC on the date indicated. -
City of Cibalo:
_~-~~N1R~_v _ Date: _a I ~s 12141`3
Rot~~,rt T, I-lel•rera, City Manager
City of Convct•se;
<~4~.-s ~~ ~ULC~~'`~_~ Date: ~ - ~ ~ ~
Sltawria D. Burkhart, City Managet•
City of Scltet•tz;
_ Date: 2 ~ ~~
Johl essel, CI y Managel•
City of Seguin:
_ ~ Date: ~ 21 2~~
Douglas G. Faseler, Clty Manager
Date: -~~yf~r~~-~
Cibolo Vglley Loca! Govcrumcnt Corporation:
1~__a~~t1.~r~cG~,~~
s awns D. Burkhart, President
Date: I ~1 I13
FIRST AMCNDMFN7' TO MOU
cvl.cc/~n1:~lur:R crrn_s
51GNCiD OItIG1NAL(S): G
Page 2 of 2
MEMORANDUM OF UNDL~'RSTANDING AMONG THIC CITI)GS OI' CI130L0,
CONVLRSIs, SCHI<;RTZ, SIIGUIN, AND SLLMA, AND THli; CIBOLO VALLRY
LOCAL GOVLRNM)CNT CORPORATION
WH~RCAS, in recognition of the fact that the acquisition of a dapendabie source of raw and
potable water is essential far fire maintenance of continued economic growth and the well being
of its citizens, the cities of Cibolo, Converse, Scheriz, Seguin, and Selma (collectively, "Member
Cities") have approved the crealian of dte Cibolo Valley Local Govet•cunettt Corporation
{"CVLGC") as their constituted authority and instrumea-tality to accomplish the specific purpose
of acquiring, constructing, improving, enlarging, extending, repairing, ntaintainittg and operating
a water utility system; attd
WHI;RCAS, CVLGC recognizes that iititiatiort of fire permitting process is time sensitive,
expensive, and of great importance; therefore, a number of cotttraclual and operalional details
were not addressed in the initial corporate clacuments creating CVLGC;
WHEREAS, Member Cities agree that fire cotth•actual and operational issues set forth in this
Memorandum of Understanding are essential to the purposes of CVLGC;
WHICREAS, each of the Member Cities and CVLGC have agreed that they will consider
entering into a "Regional Water Supply Contract" that will address the issues set forth herein;
WHCREAS, CVLGC desires to use certain water facilities that have been previously
constructed and are presently operated by the Scltertz/Seguin Local Government Corporation
("SSLGC"}; and
WH)vREAS, Member Cities recognize that oUtainhtg sufficient water resources for their
respective citizens is an ongoing process such that CVLGC contetnplates eulering into other
pro,~ects and endeavors not specifically set Corth in this Memorandum of Understanding
("MOU"),
NOW, THERETORE, in consideration of the mutual covenants and agreements herein
contained, each of the Member Cities and CVLGC agree as follows:
1. While CVLGC Wray employ one or more sources aC water, CVLGC ictilially
intends to produce water from a -vell field located in Guadalupe Cauitty, Texas. The well field is
adjacent to a transmission pipeline awned and operated by SSLGC. CVLGC will also
investigate the development and pcr~ttiltittg of a well field located in Wilson County, Texas.
Preliminary testing indicates that water ptoduced from either well field will be compatible with
the SSLGC system.
ORIGINAL
2. CVLGC will design, acquire, construct, permit, license, and own certain Facilities
in order to accomplish its purposes, For the purpose of this MOU, facility or Facilities may
include, and is defined as, water wells and related infrastructure, surface water rights and all
diversionary infrastructure, and pipelines and related infrastructure to transport the water, fi•otn its
source to a water treatment facility and thence to the CVLGC water transmission and distribution
facilities,
3. CVLGC will operate and maintain the Facilities and will from time to tune
enlarge, improve, repair, replace, and/or• extend the Facilities as necessary to provide service to
its Member Cities. CVLGC shall obtain and hold in its name all requlred permits, certificates,
and licenses from the appropriate Federal, State, and local agencies with jurisdiction, and each
Member City shall assist CVLGC in obtaining same, and shall, as required, assign or transfer, or
cause to be assigned or transferred, to CVLGC any such permits acquired by it far CVLGC
operation now or hereafter held by such Member City for Facillties owned or operated by
CVLGC. CVLGC shall provide, manage, opei~rie, and maintain the racilities in such manner as
it determines is necessary pursuant to prudent utility practice for providing adequate, efficient,
and economical service to Member Cities, and shall have the right to use or discontinue the use
of any part of the Facility as CVLGC deems necessary. CVLGC shall promptly reimburse any
Member City that purchases an interest in land on behalf of CVLGC For a project and said
Member City shall transfer such interests in land to CVLGC. Title to any water delivered or
transported to a Member City shall be vested in CVLGC up to the point of delivery. Tl~e point of
delivery shall be determined in a separate agreement.
4. Member Cities agree that they will cacti own and be responsible for financing an
equal share of the CVLGC and its Facilities, hicluding, but not limited to, the acquisition of
water leases, the infi•ssh•ucture necessary to produce wate~• and transport it to the treatment plant,
and any treatment plant facilities constructed 6y CVLGC. Such ownership documents shall be
drafted and agreed upon as the necessity for such documents arise.
5. Member Cities understand and agree that each Member City is required to fund an
initial contribution to CVLGC that will be based on an equal share (currently one-fifth) of the
estimated cost far obtaining the initial leases or well sites for the production of groundwater,
including administrative expetrses. Member Cities fin•ther understand that an additions!
contribution will be required during the permitting process to fund permit application
preparation, submission and prosecution, including but not limited io a contested case Bearing.
The initial contribution for each Member City shall be $250,000.00 payable to CVLGC at the
fallowing time periods and amounts:
(a) $125,000.00 on January 1S, 2012
{b) $62, 500 on April 2, 2012; and
{c) $62,500 by July 2, 2012
MOU AMOAIC 1'HR C1T1PS Or C!(joLO, CONVL~RSC, SCHLRTL, S1;GUIN, AND S~LMA, Page 2 of 5
AND T[IC CII3OL0 VALLL~Y LOCAL GOVC[tNMGNT CORPORATION
ORIGINAL
If payment is not made by the i Sit` day follawing its due date, the non-paying Member
City's rights, title, and interest provided het•ein may be forfeited to the remaiuittg Member Cities
who have made all payments in a timely tnanttet-. The determination of rights for the Member
City that does not make a timely lrayment to CVLGC shall be made by the I3oard of Directors of
the CVLGC, but the sole remedy of CVLGC or arty of the Member Cities against anon-paying
Member City shall be to declare said non-paying Member City's membership in CVLGC to be
forfeited and said non-paying Member City will thereupon be treated as if it had withdrawn as a
member of CVLGC.
It is acknowledged and agreed that paymetts to be made under this MOU and similar
obligations with Additional Member Cities, as deCnecl below, will be a source available to
CVLGC to continue operations of CVLGC until CVLGC can produce sufficient revenue that
make CVLGC self-sustaining.
G. Member Cities agree that the use of water available to CVLGC will be
determined based on the treed of each Member City and the amount of water available to
CVLGC at any particular time. The provision of water to each Member City and arty take or pay
provisions shall be determined by separate agreement.
7. rurther, to the extent any of the following are not addressed prior to the initiation
of discussion on the elements set forth above, the parties hereto agree that the following issues
related to the internal fiutctioning of CVLGC need to be resolved:
(a} although each Member Ciiy has participates! equally in the initial formation of
CVLGC and in the obtaining of the initial permits, given the disparity in size and growth
forecasts It is foreseeable that individual Member Cities will not want, or need, to participate
equally in the receipt of potable water froth CVLGC; therefore mechanisms for differential
supply and fiutding need to be considered;
(b) the division of proceeds from the sale of excess water, or water allocated to a
Member City that is not used by chat Member City including instituting art account and
acconttting procedures for tracking said proceeds;
(c) delivery points for each participating water system, including metering, and the
cost allocations for construction attd trauspart to the points of interconnection;
{d} conservation plans, drought contingency and distribution during periods when
demand may exceed production.
MOU AMONG TL3E CITICS OT CIBOLO, CONVCRSE, SCHERTZ, SEGUtN, AND SELMA, Page 3 of 5
AND `rHE CIBOLO VALLEY LOCAL GOVL~ttNMENT COttPORA't1ON
ORIGINAL
8. Member Cities agree tl~at prior to the initiation of the process to issue bonds far
construction of Facilities a Member City may withdraw from CVLGC. Upon withdrawal from
CVLGC the withdrawing Member City shall be entitled to a refilnd of the funds contributed by
that Member City only after the relnainiug Member Cities conh•ibute (or a replacement member
of CVLGC is agreed upon), in equal shares, the funds necessary for the Infilnd, including any
fiords on deposit in an account established for the receipt of proceeds from the sale of excess
water,
9, Prior to the issuance of any bands by CVLGC and upon a majority vote of
CVLCC Board of Directors, a new member {"Additional Member City") may be admitted to
CVLGC, Such admission shall be predicated on the Additional Member City's and the Member
Cities' full agreement to this MOU and all other agreements and obligations among Member
Cities relating ko CVLGC and CVLGC, as well as payment of an equal proportional share of the
assessed costs to date, including a deposit, as set forth in the operating agreement, into any
account established to receive the proceeds from the sale of excess water, The equal
proportional share for Additional Member City shall be determined as if the Additional Member
City was part of CVLCC from its initiation. The Member Cities' contributions will then 6e
proportionately reduced (if the total number of Member Cities is increased} and the CVLGC
Board of Directors shall decide whether or not to cefilnd the differences or apply said refund to
each Member Cities' proportiol~ate share of future expenses,
10. This MQU shall continue in force from the effective date hereof at least wail all
Bonds, Lichidi~lg any Bonds issued to reFilnd same, and the interest thereon, shall have been paid
in full; and shall also remain in force thereafter throughout the usefill life of the pacilities, unless
otherwise terminated by mutual agreement of the parties hereto.
1 I. This MOU may be assigned with prior written consent of the Board of Directors
of the CVLCC and the City Councils of each Member City.
Tlfis MOU nay be signed as multiple originals and is approved by each of the Member
Cities and CVLCC on the date indicated.
City of Ciholo:
-~ i~L~-- rv,., Date: ~ I ! ZA 12
oger Niemietz, interim City er
City of Converse:
C Date: ~ ~~~ ~
Shawna Dowell, Clty Manager
MOU AMONG TH7; CITIES Or CIDOLO, CONVERSE, SCI IERTZ, SEGUINy ANt7 SELMA, Page 4 of 5
AND 77IL'• CIDOLO VALLEY LOCAL GOVERNMENT CORPORATION
ORIGINAL
City of Scl~ertz;
Joh essel, y Manager
Date:
City of Seguin:
Douglas G. ~aseler, City anager
lty of Selma•
Tom Daly ay r
Date: ~ ///,~/~. .,
Date: `~ f2 '~ ~
Cibolo Valley Local Goverume~at Corporation:
G
Shawna Dowall, Pre iclent
Date: ~ ~-- /2-
MOU AMONG THL~ CI'r1ES 0~ CIIlOLO, CONVGRS~, SCIiCitTZ, S>QUtN, AND SEL3VIA, Page 5 Of S
AND THL C[oOLO VALLI3Y i,OCAL GOVLRNi4fGNT CORPORATION
ORIGINAL
SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING AMONG THE
CITIES OF CIBOLO, CONVERSE, AND SCHERTZ AND THE
CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION
WHEREAS, in recognition of the fact that the acquisition of a dependable source of raw and
potable water is essential for the maintenance of continued economic growth and the well being
of its citizens, the cities of Cibolo, Converse, Schertz, Seguin, and Selma approved the creation
of the Cibolo Valley Local Government Corporation ("CVLGC"} as their constituted authority
and instrumentality to accomplish the specific purpose of acquiring, constructing, improving,
enlarging, extending, repairing, maintaining and operating a water utility system; and
WHEREAS, the cities of Cibolo, Converse, Schertz, Seguin, and Selma executed. a
Memorandum of Understanding with CVLGC ("MOU") to outline certain rights and
responsibilities of each entity;
WHEREAS, the cities of Seguin and Selma later withdrew from CVLGC and are no longer
parties to the MOU;
WHEREAS, Cibolo, Converse, and Schertz (collectively, "Member Cities") wish to continue
pursuing projects through CVLGC;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, each of the Member Cities and CVLGC agree as follows:
1. The terms of the MOU, as amended, remain in full force and effect except as
amended herein. Definitions in the MOU shall apply to terms utilized herein.
2. Annual Budget, CVLGC shall deliver its proposed annual budget for the next
fiscal year which contains CVLGC's expected revenues and expenditures to the Member Cities
by the first business day in June each year. -
This Second Amendment to the MOU may be signed as multiple originals and is
approved by each of the Member Cities and CVLGC on the date indicated.
SECOND AMENDMENT TO MOU Page 1 of 2
CVLGC/MEMBER CITIES
SIGNED ORIGINAL(S): 4
City of Cibolo:
Q ~ ~ ~.
Robert T. Herrera, City Manager
City of Converse:
~~1~~ao~~3~~, ~ ~ u~Ll~1p~.~~
Shawna D. Burkhart, City Manager
City of Schertz:
V
John Kessel, City Manager
Cibolo Valley Local Government Corporation:
~L.~~
Lesle Pedd President
SECOND AMENDMENT TO MOU
CVLGC/MEMBER C[TIES
SIGNED OR[GINAL(S}: 4
Date: 5~$ 7~f 3
Date: _ `~I~' ~ t3
Date: _ ~! ~ ~~/3
Date: ~~2-1
Page 2 of 2