18-R-88 - Agreement for Management Services with SSLGCWHEREAS, 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
WHEREAS, 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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
FROW21 11131M.,
50677064.1 A -1
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 28th day of August, 2018.
CITY OF ' ERTZ, TEXAS
1chael R. Carpenter, Mayor
ATTEST:
r
Brenda Dennis, City Secretary
(CITY SEAL)
50677064.1
AGREEMENT FOR MANAGEMENT • 1,
A-F,41 T Ji16-114:�IINOJJF •; . 13 ,• 41T-IJ'*Jki
THE STATE OF TEXAS
THIS AGREEMENT, executed the 16th day of AUGUST, 2018, 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 through its General Manager is as
follows:
WITNESSETFI:
I.
Schertz agrees to provide certain management, administrative, operational, and
customer relations, 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:
1. Assist the SSLGC General Manager in preparing a budget for the forthcoming year for
review and approval by the SSLGC Board and City Councils of Schertz and Seguin.
2. Providing professional development and succession planning training to the General
Manager to enable them to provide long term strategic leadership to SSLGC
3. (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.
Schertz's services under this agreement are subject to oversight and direction by the SSLGC Board.
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.
In
SSLGC APPROVED.-
SCI ME? APPROVED-.
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 2018 -2019 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 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, implement, administer, and carry out the duties required for the operations of the public
water systems owned by SSLGC.
IV.
Schertz acknowledges that the City of Seguin, the City of Schertz, and the Schertz /Seguin Local
Government Corporation have entered into a Cost Allocation Agreement Relating to the Guadalupe
Project.
V.
Schertz acknowledges that the City of Seguin, the City of Schertz, and the Schertz /Seguin Local
Government Corporation have entered into a Tri- Lateral Agreement Relating to the Water Sales.
Schertz acknowledges that the SSLGC General Manager is responsible for supervision and
leadership of all SSLGC Staff. He /She will develop, with Board and Executive Committee approval,
an organizational chart and lines of responsibility for all leadership positions to include but not be
limited to an Operations Manager and Water Superintendent for the efficient and appropriate
operations of the corporation. These positions and /or others not named here shall be filled or left
2 of 4
SSLGC APPR(.-)VED�
SIGNED ORIGINAL(S): 2
vacant by the General Manager as they see fit with the approval of the SSLGC Board and Executive
Committee.
The General Manager will participate in the annual review process of all SSLGC Operations
Personnel, be informed of any personnel actions and provide for the annual review of the Operations
Manager, and Administrative Staff.
W"
The SSLGC Administrative Building at 108 W. Mountain Street, Seguin, Texas 78155, will be
known as the location of the SSLGC Administrative Office and SSLGC meeting site.
kn
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, 2018 and ending SEPTEMBER 30, 2019,
unless otherwise renewed or extended at the discretion of both parties.
IX.
TERMINATION:
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 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. SSLGC shall pay expenses incurred through the date of termination.
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.
3 of 4
S:" LGC j ;V} C1S.?,V`.3",. . Z A'Y.x.^¢A Y ' 0 i r^`.%03. f
SS'LGC APPROVED,
SCTHEF,TZ APPROVED.
M
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 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.
an
This Agreement shall take effect on the 1" day of OCTOBER, 2018.
IN WITNESS WHEREOF, the parties have executed this Contract in the year and on the day
indicated.
SCHERTZ /SEQUIN LOCAL
GOVERNMENT CORPORATION
P.O. Box 833
Seguin, Texas 78156
R. Alan Cockerell, General Manager
Date
4of4
',SSLGC APP1'iOVED
SC-11-E.RTZ APPROVED.
CITY OF SCHERTZ, TEXAS
1400 Schertz Parkway
Schertz, Texas 78154
Brian James, Acting City Manager
Date
SIGNED ORIGINAL(S)- 2