13-R-91-Southern Schertz Wastewater Reclamation PlantRE SOLUTION NO. 13-R-91
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A MEMORANDUM OF
UNDERSTANDING WITH THE CITY OF CIBOLO REGARDING' THE
CONSTRUCITON AND FINANCIAL RE SPONS,IBILITIES OF THE
SOUTHERN SCHE RTZ WASTEWATER RECLAMATION PLANT, AND
OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the
City enter into a Memorandum of Understanding with the City of Cibolo relating to the
construction and financial responsibilities of the Southern Sclicrtz Wastewater Rcclaination Plant
for thirty (30) years; and
WHEREAS, the Memorandum of Understanding authorizes the Schertz City Manager,
the Cibolo City Manager, and the CCMA General Manager to begin contract preparation and to
meet with its respective financial advisors to prepare fiscal reports associated with the public
joint venture.
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with the City of Cibolo pursuant to the Memorandum of Understanding 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 the City of Cibolo 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 judginent and findings of the City Council,
Section 3, All resolutions, or parts thereof, which arc 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 hercin.
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
inatter of the public business to be considered at such inecting, including this Resolution, was
given, all as required by Chapter 551, Texas Governinent Code, as amended.
Section 7, This Resolution shall be in force and effect froni and after its filial
passage, and it is so resolved.
PASSED AND ADOPTED, this 12th day of November, 2013.
CITY OF,SCEER-T- TEXAS
Zl- ... . ... .......
I f'ia' e I R. C arpenter, Mayor
ATTEST:
113'te --da Dennis, City Secretary
(CITY SEAL)
EXHIBIT A
VIEMORAN )UM OF UNDERSTANDING
A-1
MEMORANDUM OF UNDERSTANDING REGARDING THE CONSTRUCTION AND
FINANCIAL RE, SPONSIBILITIES OF THE SOUTHERN SCHERTZ WASTEWATER
RECLAMATION PLANT
The following is a Memorandum of 'Understanding made on the — day of _, 2013
and agreed to, by, and between the City of Schertz ( "Schertz ") and the City Cibolo ("Cibolo")
regarding the Southern Schertz Wastewater Reclamation Plant (the "'Project"). Schertz and
Cibolo may be referred to jointly as "the Parties."
PUrflose of Memorandum of Undei-standill
The purpose of this Memorandum of Understanding is to clarify the roles,
responsibilities, and action required by Schertz and Cibolo, and set forth their tentative
agreement on certain matters pending approval of a definitive interlocal agreement (the
"Interlocal Agreement") between the Schertz, Cibolo, and the Cibolo Creek Municipal Authority
("CCIVIA") in regards to the construction and financial responsibilities of the proposed Southern
Schertz Wastewater Reclamation Plant to be owned, maintained, operated, and managed by the
CCMA for the benefit of Schertz and Cibolo for a term of at least thirty (30) years.
Good Faith Ne
Schertz and Cibolo agree to negotiate in good faith the Interlocal Agreement required to
consummate the Project, with a goal Of eXeCLIting such Interlocal Agreement on or before
October 31, 2014. Schertz and Cibolo agree to the following initial terms as a starting point for
the negotiations:
A. Financial Responsibilities:
e Schertz will be 100% responsible for the first ten (10) years after the Plant is in
operation.
e Schertz and Cibolo will share the responsibility at a rate of 50% each for the second
fen (10) years after the Plant is in operation.
e Cibolo will be 100% responsible for the third ten (10) years after the Plant is in
operation.
B. The City of Cibolo may make a connection to the Plant at anytime and pay a prorated
share as to be determined by all parties.
No Obligation to Enter linter focal AgLeeluent
The Parties acknowledge and agree that nothing in this Memorandum of Understanding is
intended to create any legally binding obligation on the part of either Party or to create any
legally binding obligation on the part of either Party to enter into the Interlocal Agreement,
except on terms that may be acceptable to the Parties, each acting in their sole and absolute
discretion,
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Terin of Memorandum of Und2IqA!!4jEg
This agreement shall become effective upon the execution of this agreement and shall continue
until the Memorandum of Understanding is terminated, or substantially replaced by the Interlocal
Agreement, or October 31, 2014, whichever Comes first.
Termination
Either Party may, at any time, notify the other Party in writing of its termination of this
Memorandum of 'Understanding, and Up011 receipt of such notification, both Parties shall be
released from the provisions contained ill this MemorandUM of Understanding. This
Memorandum of Understanding may also be terminated by inutual agreement of the Parties set
forth in writing.
Comniunication Between Tarties
During the term of this agreement, the Parties shall communicate as necessary to review any
issues related to this Memorandum of Understanding and the contemplated Interlocal
Agreement.
Failure to Perform
Each of the parties to this agreement agrees to use their best efforts to fulfill their respective
responsibilities in Support of this agreement. Each agree if, in the reasonable and good faith
determination of one of the parties hereto the other party is not adequately fulfilling Such
responsibilities, such complaining party "'list give notice to the other party, describing in detail
what responsibility is not being fulfilled, and allow the other party a reasonable period of time to
correct or remedy the situation, if the other party has still failed to ftiffill adequately the
responsibilities under the project, the complaining party shall have the right to terminate this
agreement.
Amendment of Modification
This IN/TenioraudUrn of Understanding may be amended or modified by mutual agreement of both
parties, in writing and signed by all parties. Any such writing amending or modifying this
MernorandL1111 of Understanding shall be attached to and kept with this agreement.
Coo ) ation
�r
Each of the parties pledge to use their best efforts to cooperate, complete responsibilities in a
timely manner, and exchange information in support of this Memorandum of Understanding.
Further each of the parties shalt comply with all reasonable requests of the other party -,vith
respect to information concerning this Memorandum of Understanding.
Cost
Each Party shall bear its own costs and expenses (including fees of counsel and outside advisors)
ill connection with the preparation, negotiation and execution of the Interlocal Agreement
(whether or not the Interlocal Agreement is actually finalized and approved).
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Limitation of Liabilit-v
In no event shall any Party or any of their respective officers, employees, agents or affiliates be
liable for any special, indirect, non - compensatory, consequential, incidental, punitive or
exemplary damages of any type, including lost profits, loss of business opportunity or business
interruptions irrespective of whether such dai-nages are reasonably foreseeable or whether Such
claims arise in contract, toil (including negligence, whether sole, joint, or concurrent or strict
liability) or otherwise, arising out of this Memorandum of Understanding.
Miscellaneous
This Memorandum of Understanding may be executed in one or more counterparts, which may
be submitted via facsimile or cinail, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
City of Cibolo
Date
Robert 'L Herrera, City TvIanager
City of Schertz
Date
Jolm C. Kessel, City Manager
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