Memo Resolution Management Services Agreement with SSLGCAgenda No. 8
CITY COUNCIL MEMORANDUM /RESOLUTION
City Council Meeting: July 20, 2010
Department: Administration
Subject: Management Services Agreement with SSLGC
SSLGC Resolution #SSLGC R10 -07
BACKGROUND
Schertz- Seguin Local Government Corporation's (SSLGC) Management Services Agreement
with the City of Schertz will be expiring. It is the desire of SSLGC to renew this agreement for
FY 2010 -2011.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ:
That the City Council approves the Management Services Agreement with SSLGC and the City
of Schertz
PASSED AND APPROVED Vt a regular meeting of the City Council of the City of Schertz,
Texas this day of , 2010, at which meeting a quorum was
present, held in accordance with provi ions of V.T.C.A., Government Code, §551.001 et seq.
D
Hal Baldwin, Mayor
ATTEST:
Brenda Dennis, TRMC, CMC City Secretary
ATTACHMENT
2010 -2011 Management Services Agreement
AGREEMENT FOR MANAGEMENT SERVICES
BETWEEN THE CITY OF SCHERTZ AND
THE SCHERTZ - SEGUIN LOCAL GOVERNMENT CORPORATION
THE STATE OF TEXAS
KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF GUADALUPE
THIS AGREEMENT, executed the 15th day of July , 2010, 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:
WITNESSETH:
I.
Schertz agrees to provide certain management, administrative, operational, customer
relations, and fmancial 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.
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 25th 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 2010 -2011 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 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 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
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 Starke Park and to provide an area at the Seguin Water Treatment Plant for use by the General
Manager for monitoring equipment and laboratory services.
C"
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, 2010 and ending September 30, 2011
unless otherwise renewed or extended at the discretion of both parties.
1+IIIl
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.
c. 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,
insurance and other risk management programs to protect SSLGC, its property, and its
participants.
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 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.
X.
This Agreement shall take effect on the 1st day of October , 2010.
IN WITNESS WIIEREOF, 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
R. Alan Cockerell, General Manager
CITY OF SCHERTZ, TEXAS
P.O. Drawer I
Schertz, Texas 78154
Don Taylor, City anager
Resolution #SSLGC RIO -07
Schertz- Seguin Local Government Corporation
State of Texas
County of Guadalupe
A RESOLUTION AUTHORIZING A MANAGEMENT SERVICES AGREEMENT
BETWEEN THE SCHERTZ- SEQUIN LOCAL GOVERNMENT CORPORATION AND
THE CITY OF SCHERTZ
WHEREAS, the Schertz - Seguin Local Government Corporation desires to enter into a
Management Services Agreement with the City of Schertz;
WHEREAS, the Agreement for Management Services between the City of Schertz and the
Schertz- Seguin Local Government Corporation attached hereto and incorporated herein for all
purposes represents the proposed Agreement between the parties;
NOW, THEREFORE, BE IT RESOLVED by the Schertz- Seguin Local Government
Corporation as follows:
1. That the Schertz- Seguin Local Government Corporation hereby approves the
Management Services Agreement between the Schertz - Seguin Local Government
Corporation and the City of Schertz.
2. That the General Manager be authorized to execute the Management Services
Agreement between the Schertz- Seguin Local Government Corporation and the
City of Schertz.
PASSED AND APPROVED THIS, T a DAY OF
Attest:
Patricia Ramirez, reta
2010.
-4L �7
Ken Greenwald, President