20-R-64 - Approving an ILA between Schertz and the AACOG related to the provision of goods and services to JBSARESOLUTION NO. 20 -R -64
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
APPROVING AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF
SCHERTZ, TEXAS AND THE ALAMO AREA COUNCIL OF GOVERNMENTS
( "AACOG ") RELATED TO THE PROVISION OF GOODS AND SERVICES TO JOINT
BASE SAN ANTONIO ( "JBSA ") AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City ") has recommended that the
City enter into an Interlocal Agreement with AACOG related to the provision of goods and
services to JBSA; and
WHEREAS, Chapter 791 of the Texas Government Code, as amended, titled Interlocal
Cooperation Contracts, authorizes contracts between political subdivisions for the performance
of governmental functions and services; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
enter into the Interlocal Agreement with AACOG related to the provision of goods and services
to JBSA 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 AACOG.
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.
EXHIBIT A
INTERLOCAL AGREEMENT
A -1
INTERLOCAL AGREEMENT BETWEEN
SCHERTZ, TEXAS AND
THE ALAMO AREA COUNCIL OF GOVERNMENTS RELATED TO THE
PROVISION OF GOODS AND SERVICES TO JOINT BASE SAN ANTONIO
This Interlocal Agreement (the "Agreement ") is entered into this day of , 2020,
by and between SCHERTZ, TEXAS, a political subdivision of the State of Texas ( "LOCAL
GOVERNMENT ") and THE ALAMO AREA COUNCIL OF GOVERNMENTS ( "AACOG "), a
political subdivision of the State of Texas, pursuant to the Interlocal Cooperation Act, Chapter 791
Government Code, as the same may be amended from time to time, to be effective as of the date on which
the last Party signs this Agreement (the "Effective Date "). The City and the Authority are collectively
referred to herein as the "Parties" and are each a "Party."
I. PURPOSE
1.01 Federal law authorizes the branches of the U.S. Military to enter into an intergovernmental support
agreement ( "IGSA "), which terms are incorporated herein and attached as Exhibit A, with a state
or local government for the purpose of providing, receiving, or sharing installation support
services. See 10 U.S.C. § 2679. Experience has shown that military installations can achieve
substantial costs savings and obtain goods and services faster by entering into an IGSA with a
state or local government, thereby increasing efficiency and military readiness. AACOG and
LOCAL GOVERNMENT desire to assist Joint Base San Antonio ( "JBSA ") in increasing
efficiencies and reducing costs in the procurement of goods and services necessary to achieve
JBSA's mission objectives.
1.02 The purpose of this agreement is to create a voluntary procurement framework for AACOG and
its member governments whereby AACOG will contract with its member governments, including
LOCAL GOVERNMENT, to provide goods and services to JBSA. The parries agree and
understand that the primary goal of this agreement is not profit but, rather, to enhance JBSA's
ability to accomplish its mission in the most efficient manner possible. By procuring goods and
services through AACOG and its member governments, JBSA may avoid higher costs and
substantial time delays that are often encountered when using the Federal Acquisition
Regulations.
II. RESPONSIBILITIES
2.01 AACOG Rest)onsibilities.
2.01.1 AACOG will enter into an IGSA with JBSA to procure goods and services for JBSA pursuant to
a request via a "Task Order" or other procurement document ( "collectively referred to herein as
a "Task Order ") to provide specific goods or services at a fixed price under terms and conditions
set out in the Task Order.
2.01.2 AACOG and JBSA have created an initial process whereby JBSA informally communicates to
AACOG its requirements and historical unit cost. AACOG will then relay the information to its
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members to determine any interest in the project and preparation of a preliminary cost estimate.
AACOG in its sole discretion will determine whether it will respond to the Task Order with a
quote. JBSA will review the preliminary cost estimate, other relevant issues and then decide
whether to proceed further with AACOG or pursue other options. AACOG may choose to
perform the Task Order request on its own or to contract with LOCAL GOVERNMENT or
another participating member government to supply the goods or perform the services requested
in the Task Order.
2.01.3 Once a Task Order is awarded, AACOG will:
• Participate in the kickoff meeting;
• Coordinate with Local Government and its subcontractors as necessary;
• Coordinate with JBSA to arrange base access and compliance with security procedures;
• Keep abreast of quality assurance and quality control but not actually perform these
functions;
• As the Task Order is completed according to its terms, AACOG will promptly submit its
invoice to JBSA and in turn pay the corresponding invoice submitted by LOCAL
GOVERNMENT upon payment by JBSA in a time period not to exceed 150 days.
• Participate in any change order or dispute resolution process;
• Receive final notice of acceptance from JBSA; and
• Submit any final billing to JBSA.
2.01.4 Without undertaking any liability for such actions, AACOG will engage in accounting functions
including, but not limited to, monitoring and reviewing LOCAL GOVERNMENT's invoices for
accuracy and completeness before submitting its own invoice to JBSA.
2.01.5 AACOG and LOCAL GOVERNMENT will share responsibilities to JBSA for performance of
the Task Order. AACOG shall be responsible for providing the LOCAL GOVERNMENT with
all information, terms and conditions as required by JBSA for appropriate fulfillment of the
particular Task Order.
2.02 LOCAL GOVERNMENT Responsibilities.
2.02.1 LOCAL GOVERNMENT shall not be obligated to respond to a request for quote from AACOG.
2.02.2 If LOCAL GOVERNMENT chooses to submit a quote, and its quote is accepted by AACOG,
then LOCAL GOVERNMENT agrees to complete the Task Order according to its terms and
conditions by performing services in good and workman like manner and/or supplying
conforming goods. LOCAL GOVERNMENT may subcontract to its approved vendors and
contractors as it deems necessary. LOCAL GOVERNMENT and AACOG will create a process
to ensure that any subcontractors are acceptable to AACOG and that LOCAL GOVERNMENT'S
legally mandated procurement requirements have been satisfied.
2.02.3 LOCAL GOVERNMENT shall be required to perform quality assurance and quality control
during the performance of the Task Order so as to ensure that JBSA's requirements are satisfied.
2.02.4 LOCAL GOVERNMENT cannot indemnify AACOG or JBSA, but in any agreement for a Task
Order, shall require terms that any vendor, contractor or subcontractor indemnify the LOCAL
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GOVERNMENT, AACOG and JBSA for any negligent acts or failure to adhere to the contract
terms arising from its conduct while completing the requirements of the Task Order. Unless
otherwise noted in this Agreement, and to the extent that LOCAL GOVERNMENT does not have
or maintain insurance or does not have or maintain sufficient insurance, LOCAL
GOVERNMENT acknowledges and agrees that LOCAL GOVERNMENT will be solely
responsible for any losses or damages related to or caused by the LOCAL GOVERNMENT's
performing its duties and obligations under this Agreement. AACOG will have no obligation to
reimburse or otherwise pay LOCAL GOVERNMENT for any costs incurred related to any such
losses or damages.
2.02.5 The LOCAL GOVERNMENT Scope of Work or invoices shall be detailed and described in such
a manner that the payment items for LOCAL GOVERNMENT's work or goods can be
distinguished. Each invoice provided to AACOG by LOCAL GOVERNMENT shall include any
copies of contractor's supporting documentation as required by AACOG or under the Task Order
and evidence of LOCAL GOVERNMENT prior payment for LOCAL GOVERNMENT goods or
services provided by a vendor or contractor.
2.02.6 LOCAL GOVERNMENT shall ensure compliance with any and all applicable procurement
statutes and LOCAL GOVERNMENT rules, regulations, and specifications.
2.02.7 LOCAL GOVERNMENT agrees to allow AACOG and its designees access to any project site to
(i) inspect and witness any testing and to determine if the services performed or goods supplied
are in conformity with the plans, specifications and special provisions applicable thereto and in
good working order, and (ii) verify all quantities used in connection with the subject Task Order.
LOCAL GOVERNMENT shall be responsible for quality control and assurance to ensure that
any services performed or good provided meet JBSA's specifications and requirements such that
JBSA approves the services or goods and payment therefor.
2.02.8 LOCAL GOVERNMENT shall cooperate with AACOG to the extent reasonably necessary for
AACOG to meet its obligations to JBSA. This cooperation includes any post Task Order
completion review, audits, and inspections.
2.02.9 In the event AACOG has paid LOCAL GOVERNMENT for goods and services and such
payment is subsequently disallowed or for any other reason AACOG is required to refund funds to JBSA
that have been paid to LOCAL GOVERNMENT, then LOCAL GOVERNMENT shall promptly refund
to AACOG the same amount of money that AACOG was required to refund, subject to any adjustments
or other discounts as agreed to by the Parties based on the work performed and/or completed subject to
the terms of the adjustments, bonding payments made to cover such refunds, funds not associated with a
Task Order, and subject to the terms for dispute resolution in Section IX of this Agreement. To the extent
permitted by federal law, AACOG shall give LOCAL GOVERNMENT the opportunity to meaningfully
and timely respond to any administrative findings or disallowances issued by JBSA or related federal
authority. AACOG shall promptly notify LOCAL GOVERNMENT of any administrative findings or
disallowance requiring a disallowance, refund, or denial of payment of funds. The parties agree they
shall fully cooperate with each other to respond to or appeal any disallowance, denial of payment, or
finding requiring a refund of funds in an effort to preserve AACOG's contractual right to the funds.
AACOG shall accept, adhere to and honor all bonding documents and/or terms for projects requiring or
subject to payment and performance bonding under the Task Order as required by LOCAL
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GOVERNMENT. This provision does not require LOCAL GOVERNMENT to expend any of its own
funds not associated with a Task Order.
Nothing herein prohibits the LOCAL GOVERNMENT from enforcing the Texas Prompt
Payment Act (Tex. Gov't Code Chapter 225 1) with its contractors. In the event of an issue of
payment with a contractor and LOCAL GOVERNMENT for a Task Order, and AACOG it agrees
it will also work with LOCAL GOVERNMENT prior to requesting disallowance, denial of
payment, or refund based on such issues with contractors.
2.02.10 Nothing herein prohibits the LOCAL GOVERNMENT from proceeding with terminating
a contractor and engaging a new one to ensure the Task Order is completed.
III. GOVERNMENTAL FUNCTIONS:
LIABILITY; NO WAIVER OF IMMUNITY OR DEFENSES
3.01 Notwithstanding any provision to the contrary herein, this Agreement is a contract for and with
respect to the performance of governmental functions by governmental entities.
3.01.1 The services provided for herein are governmental functions, and the LOCAL
GOVERNMENT and AACOG shall be engaged in the conduct of a governmental function while
providing and/or performing any service pursuant to this Agreement.
3.01.2 The relationship of AACOG and the LOCAL GOVERNMENT shall, with respect to that
part of any service or function undertaken as a result of or pursuant to this Agreement, be that of
independent contractors as noted in Section VII below.
3.02 The LOCAL GOVERNMENT shall have no liability whatsoever for the actions of, or failure to
act by, any employees, agents, representatives, or assigns of AACOG in connection with the
Agreement, and AACOG covenants and agrees, to the extent permitted by law, that AACOG shall
be solely responsible, as between AACOG and the LOCAL GOVERNMENT, for and with
respect to any claim or cause of action arising out of or with respect to any act, omission, or failure
to act by AACOG or its respective employees, agents, representatives, or assigns, in connection
therewith.
3.03 Each Party reserves and does not waive any defense available to it at law or in equity as to any
claim or cause of action whatsoever that may arise or result from or in connection with this
Agreement. This Agreement shall not be interpreted nor construed to give to any third party the
right to any claim or cause of action, and neither the LOCAL GOVERNMENT nor AACOG shall
be held legally liable for any claim or cause of action arising pursuant to or in connection with
this Agreement except as specifically provided herein or by law.
3.04 Neither Party waives or relinquishes any immunity or defense on behalf of itself, its board
members, trustees, councilmembers, officers, employees, and agents as a result of the execution
of this Agreement and the performance of the covenants and agreements contained herein.
IV. COSTS AND FEES
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3.01 As profit is not the goal of supplying goods and services to JBSA, AACOG and LOCAL
GOVERNMENT agree that they will recover their expenses and contingencies by adding an
administrative fee based on a percentage of the quote for the particular Task Order. The parties
envision that the administrative fee will be ten percent (10 %) which will be added to any quote
for a Task Order. The administrative fee may be more or less depending on the requirements of
the Task Order. AACOG and LOCAL GOVERNMENT will divide the administrative fee
between them in amounts to be determined for each Task Order.
V. FORCE MAJEURE
5.01 Neither party shall be required to perform any obligation under this Agreement or be liable or
responsible for any loss or damage resulting from its failure to perform so long as performance is
delayed by force majeure or acts of God, including but not limited to strikes, lockouts or labor
shortages, embargo, riot, war, revolution, terrorism, rebellion, insurrection, flood, natural disaster,
unforeseen environmental conditions, or interruption of utilities from external causes.
VI. INSURANCE
6.01 LOCAL GOVERNMENT shall ensure that it and /or all subcontractors to a Task Order have the
appropriate insurance for worker's compensation, general liability, automobile liability,
subcontractor and qualifying insurance as attached in Exhibit B.
VII. INDEPENDENT CONTRACTOR
7.01 LOCAL GOVERNMENT or LOCAL GOVERNMENT's employees, representatives, agents and
any subcontractors shall serve as an independent contractor in performing the services under this
Agreement and shall not be employees of AACOG.
VIII. TERM, TERMINATION & NOTICES
8.01 This Agreement shall be for an initial term of one (1) year, with automatic renewals
annually thereafter. Either Party to this Agreement shall have the right to terminate this
Agreement for convenience or for any reason, with or without cause, upon thirty (3 0) days' notice
to the other party, provided that any Task Orders in process shall be completed according to their
terms or otherwise terminated according to the terms of the particular Task Order.
All correspondence and communications concerning this Agreement shall be directed to:
SCHERTZ: City of SCHERTZ
1400 Schertz Parkway, Bldg 2
Schertz, Texas 78154
Attention: City Secretary
With a copy to: Denton, Navarro, Rocha, Bernal & Zech, P.C.
2517 N. Main Avenue
San Antonio, Texas 78212
Attention: Clarissa M. Rodriguez
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AACOG: Alamo Area Council of Governments
8700 Tesoro Dr., #160
San Antonio, Texas 78212
Attn: Diane Rath, Executive Director
Notices required hereunder shall be hand- delivered or sent by prepaid certified mail, return receipt
requested.
IX. DISPUTE RESOLUTION
9.01 The parties agree to follow the applicable dispute resolution procedures established in
the Federal Acquisition Regulation as per Paragraph 6 of the IGSA. See Exhibit A,
IGSA at number 6.
X. ENTIRE AGREEMENT
10.01 This Agreement supersedes any and all other agreements, either oral or in writing.
XI. TEXAS LAW TO APPLY
11.01 This Agreement is performable in Bexar County, Texas and the validity of any of its terms
or provisions, as well as the rights and duties of the parties, will be governed by the laws of the
State of Texas and venue shall be in Bexar County, Texas.
XII. SEVERABILITY
12.01 If any provision contained in this Agreement is held to be invalid, illegal, or unenforceable
in any respect, that invalidity, illegality, or unenforceability will not affect any other provision
and this Agreement will be construed as if the invalid, illegal, or unenforceable provision had
never been contained the Agreement.
XIII. AMENDMENT
13.01 In order to be binding, any amendment to this Agreement must be in writing, dated subsequent to
the date of this Agreement and duly executed by both parties.
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EXECUTED IN DUPLICATE ORIGINALS, this day of , 2020.
SCHERTZ, TEXAS
BY:
MARK BROWNE,
CITY MANAGER
CITY OF SCHERTZ
BY:
DIANE RATH,
EXECUTIVE DIRECTOR
ALAMO AREA COUNCIL OF GOVERNMENTS
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EXHIBIT B
Insurance for Each Task Order
Before commencing work under this Agreement, Contractor or Subcontractor shall obtain
and furnish to the Local Government evidence of the following insurance during the term of the
Agreement for each Task Order and thereafter as required herein:
Professional Liability Insurance: professional errors and omissions liability insurance with limits
of liability not less than $1,000,000 per occurrence covering all work performed by the
Professional, its employees, sub - contractors, or independent contractors. If this coverage can
only be obtained on a "claims made" basis, the certificate of insurance must clearly state
coverage is on a "claims made" basis and coverage must remain in effect for at least two years
after final payment with the Professional continuing to furnish the Local Government certificates
of insurance.
Workers Compensation Insurance: The Professional shall carry and maintain during the term
of this Agreement, workers compensation and employers liability insurance meeting the
requirements of the State of Texas on all the Professional's employees carrying out the work
involved in this contract.
General Liability Insurance: The Professional shall carry and maintain during the term of this
Agreement, general liability insurance on a per occurrence basis with limits of liability not less
than $1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property
Damage no less than $1,000,000. As a minimum, coverage for Premises, Operations, Products
and Completed Operations shall be $2,000,000. This coverage shall protect the public or any
person from injury or property damages sustained by reason of the Professional or its
employees carrying out the work involved in this Agreement. The general aggregate shall be
no less than $2,000,000.
Automobile Liability Insurance: Professional shall carry and maintain during the term of this
Agreement, automobile liability insurance with either a combined limit of at least $1,000,000 per
occurrence for bodily injury and property damage or split limits of at least $1,000,000 for bodily
injury per person per occurrence and $1,000,000 for property damage per occurrence.
Coverage shall include all owned, hired, and non -owned motor vehicles used in the
performance of this contract by the Professional or its employees.
Subcontractor: In the case of any work sublet, the Professional shall require subcontractor and
independent contractors working under the direction of either the Professional or a
subcontractor to carry and maintain the same workers compensation and liability insurance
required of the Professional.
Qualifying Insurance: The insurance required by this Agreement shall be written by non -
assessable insurance company licensed to do business in the State of Texas and currently
rated "B" or better by the A.M. Best Companies. All policies shall be written on a "per occurrence
basis" and not a "claims made" form.
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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
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 9th day of June, 2020.
CITY OF SCHERTZ, TEXAS
I' %_ vI
.lei]' K'uti6dez, Mayor
ATTEST:
a ennis, City Secretary