22-R-94 - Management Services agreement SSLGC & SchertzRESOLUTION NO. 22 -R -94
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ,
TEXAS AUTHORIZING AN AGREEMENT FOR MANAGEMENT
SERVICES BETWEEN THE CITY OF SCHERTZ AND THE
SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION, AND
OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, 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provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions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
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 6th day of September 2022.
CITY OF SCHERTZ, TEXAS
Ralff iitiQLrrkz, Mayor
ATTEST:
Brenda Dennis, City Sec to ar ry
(CIT
611DY LI7_N1
EXHIBIT A
AGREEMENT FOR MANAGEMENT SERVICES BETWEEN THE CITY OF
SCHERTZ AND THE SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION
50677064.1 A -1
Resolution # SSLGC R22 -12
SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION
STATE OF TEXAS
COUNTY OF GUADALUPE
A RESOLUTION AUTHORIZING A MANAGEMENT SERVICES
AGREEMENT BETWEEN THE SCHERTZ /SEGUIN LOCAL
GOVERNMENT CORPORATION, THE CITY OF SEGUIN AND THE CITY OF
SCHERTZ
WHEREAS, the Schertz /Seguin Local Government Corporation desires to enter into a Management
Services Agreement with the City of Seguin and the City of Schertz; and
WHEREAS, the Agreement for Management Services between the City of Seguin, 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; and
WHEREAS, the Agreement for Management Services between the City of Seguin, the City of Schertz
and the Schertz /Seguin Local Government Corporation shall be in effect for a period of twenty-four
(24) months commencing October 1, 2022 and ending September 30, 2024 unless otherwise renewed
or extended at the discretion of both parties.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION:
1. That the Schertz /Seguin Local Government Corporation hereby approves the
Management Services Agreement between the Schertz /Seguin Local Government
Corporation, the City of Seguin 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, the City of
Seguin and the City of Schertz .
PASSED AND APPROVED THIS 18th DAY OF AUGUST. 2022.
Jam Hamlett, Secretary
R
Richard Dziewit, Assistant Secretary
1of1
i
Dudley Wai5Yresident
SIGNED ORIGINAL(S): 1
AGREEMENT FOR MANAGEMENT SERVICES
BETWEEN THE CITY OF SCHERTZ, CITY OF SEGUIN AND
THE SCHERTZ / SEGUIN LOCAL GOVERNMENT CORPORATION
THE STATE OF TEXAS X
X KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF GUADALUPE X
THIS SERVICES AGREEMENT, effective the day of , 20_, by and
between the City of Schertz, a municipal corporation, situated in Guadalupe, Comal and Bexar
County, Texas, acting by and through its City Manager, (hereinafter referred to as "Schertz "); by
and between the City of Seguin, a municipal corporation, situated in Guadalupe County, Texas,
acting by and through its City Manager, (hereinafter referred to as "Seguin ") and the
Schertz /Seguin Local Government Corporation (hereinafter referred to as the "SSLGC" or the
"Corporation ") acting by and through its President and in accordance with Subchapter D of the
Texas Transportation Corporation Act, Chapter 394 of the Texas Local Government Code, and the
Texas Non - profit Corporations Act:
WHEREAS, a local government corporation may be created to aid and act on behalf of
one or more local governments to accomplish any governmental purpose of those local
governments; and
WHEREAS, the City of Seguin and the City of Schertz created the SSLGC to develop and
operate a public water supply system; and
WHEREAS, a local government corporation may contract with a political subdivision of
this state in the manner and to the same extent as any other corporation; and
WHEREAS, a state agency or a political subdivision may contract with a local government
corporation to accomplish a governmental purpose of the sponsoring local government; and
WHEREAS, in 1999 the City of Seguin, the City of Schertz, and the SSLGC entered into
a Regional Water Supply Contract; and
WHEREAS, in 2011 the SSLGC, the City of Seguin, the City of Schertz, and the City of
San Antonio acting by and through its San Antonio Water System entered into a Mutual Regional
Water Supply Contract; and
WHEREAS, in 2016 the City of Seguin, the City of Schertz, and the SSLGC entered into
a Cost Allocation Agreement Relating to the Guadalupe Project; and
WHEREAS, in 2017 the SSLGC, the City of Seguin, the City of Schertz, and the City of
San Antonio acting by and through its San Antonio Water System entered into the First
Amendment to Mutual Regional Water Supply Contract; and
WHEREAS, in 2018 the City of Seguin, the City of Schertz, and the SSLGC entered into
a Tri- Lateral Agreement Relating to Water Sales.
WHEREAS, the City of Seguin, the City of Schertz, and the Schertz/Seguin Local
Government Corporation desire that the SSLGC contract with the City of Schertz for the services
of a General Manager, and an Assistant General Manager, to implement, administer, and carry out
the duties required for the operations of the public water systems owned by SSLGC; and, that the
SSLGC contract with the City of Seguin for the remainder of the employees utilized by the SSLGC
and for administrative services for the SSLGC.
WITNESSETH:
That for and in consideration of the covenants, promises, and agreements set forth herein,
it is mutually agreed as follows:
I. PURPOSE
It is the express purpose of this contract to have the SSLGC General Manager implement,
administer, and carry out the duties required for the operations of the public water systems owned
by SSLGC. Seguin's and Schertz's services under this agreement are subject to lawful oversight
and direction by the SSLGC Board and the SSLGC General Manager. In performing its duties
under this agreement, Seguin and Schertz shall act for the lawful benefit of SSLGC and not of any
individual participant in the project.
II. EFFECTIVE DATE AND TERM
Subject to early termination as provided in Article VI below, this agreement shall be in
effect for a period of twenty -four (24) months commencing October 1, 2022 and ending September
30, 2024 unless otherwise renewed or extended at the discretion of both parties.
III. DUTIES AND RESPONSIBILITIES
A. SEGUIN
Seguin agrees to provide financial, human resource, information technology, and
administrative services to SSLGC according to the terms of this Agreement. For the purpose of
this contract, the SSLGC General Manager shall be charged with the responsibility of carrying out
SSLGC's operations and program as adopted by the Board. Direct services Seguin shall perform
for SSLGC shall include, but not be limited to:
1. Providing all necessary accounting and financial management through Seguin's Finance
Department for the SSLGC Budget.
SSLGC Contract Cities of Schertz and Seguin
2021
Page 2
2. Providing all personnel administration services for all employees except the General
Manager and Assistant General Manager. The General Manager shall be responsible for
hiring, evaluation, and/or termination of personnel, who shall be City of Seguin employees;
assigned to SSLGC; and subject to all personnel policies thereof. Seguin agrees the General
Manager and Assistant General Manager of SSLGC shall be employees of Schertz,
however, shall be assigned to SSLGC and shall be charged with the responsibility of
carrying out SSLGC's management, operations, and programs as adopted by the SSLGC
Board. Seguin agrees the General Manager may be hired/terminated as an employee by a
2/3 majority vote of the entire SSLGC Board, but as long as this Agreement remains in
effect, the SSLGC Board shall consult with the Cities of Schertz and Seguin prior to
hiring/terminating the General Manager. In addition, the General Manager will receive
annual performance evaluations from the SSLGC Board and may be subject to certain
disciplinary action directed by the SSLGC Board subject to Schertz administrative process.
The General Manager's salary, to include cost of living/merit increases, shall be set by the
SSLGC Board and all adjustments approved by the SSLGC Board. The General Manager
shall recommend pay scales and salary changes to include but not limited to cost of
living/merit increases for all SSLGC positions to the SSLGC Board for approval.
The SSLGC Board shall establish an annual holiday schedule for all positions
serving the Corporation.
3. The City of Seguin Finance Department will work with the Staff to keep complete and
current books and records of all SSLGC activities and provide SSLGC quarterly reports
of its revenues, expenses and fund balance as requested.
The Staff will continue to revise, as needed, the internal tracking system for all of the
SSLGC's operating and project contracts to ensure requests for payment are recorded and
contract amounts are not exceeded.
4. Providing IT support for SSLGC office and personnel as required.
5. Providing risk management administration services in accordance with the requirements of
SSLGC's bond resolution, the water supply agreement with the Cities of Schertz and
Seguin, property and liability insurance, terms of this agreement, and directives of the
Board.
6. Include the General Manager and Assistant General Manager (City of Schertz employees)
on the City of Seguin's authorized purchasing list for SSLGC purchases only.
7. Seguin acknowledges that the SSLGC General Manager is responsible for supervision and
leadership of all SSLGC Staff. He /She will develop, with Board approval, an organization
chart and lines of responsibility for all leadership positions to include but not be limited to
an Assistant General Manager, 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 vacant by the General Manager as they see fit with the
approval of the SSLGC Board.
SSLGC Contract - Cities of Schertz and Seguin
2021
Page 3
8. The General Manager will. perform the annual review process of all SSLGC Operations
Personnel, be informed of; concur with any personnel actions; and provide for the annual
review of the Assistant General Manager, Operations Manager and Administrative Staff.
B. SCHERTZ
Schertz agrees to provide General Manager and Assistant General Manager staffing for
administrative and program support (hereinafter referred to as the "Staff') to the SSLGC as
requested by the Board of Directors of the SSLGC (hereinafter referred to as the "Board "). During
the term of this Agreement, the General Manager, as retained by Schertz with the consent of
SSLGC and the City of Seguin, shall serve as General Manager of SSLGC as described in the
SSLGC Bylaws (herein referred to as Bylaws). Direct services Schertz shall perform for SSLGC
shall include, but not be limited to:
1. The General Manager will be responsible to implement, administer, and carry out the duties
required for the operation of the public water systems owned by the SSLGC. Follow the
provisions of the Bylaws, which are incorporated herein by reference, as may be amended
from time to time, as closely as possible to ensure the SSLGC's efforts are in line with the
evolving water procurement and conservation needs of the Schertz/Seguin communities
and SSLGC customers. Along with the City of Seguin, provide professional development
and succession planning training to the General Manager to enable them to provide long
term strategic leadership to SSLGC. General Manager services under this agreement are
subject to input from Schertz and Seguin regarding appropriate oversight and direction,
from the SSLGC Board. All contracts and management decisions affecting SSLGC will
require SSLGC approval and will be governed by the terms of this Agreement. In
performing its duties under this Agreement, the General Manager shall act for the benefit
of SSLGC and not of any individual City.
2. Consistent with the Bylaws, the General Manager of SSLGC shall recommend policies and
procedures to the Board for adoption by the Corporation as needed, including financial,
accounting, and purchasing policies and procedures. Unless otherwise stipulated, the Staff
shall follow the policies and procedures of the City of Seguin's Department of Finance
when conducting SSLGC financial business. The policies and procedures of the SSLGC
Purchasing Policy shall be followed as closely as is feasible for any SSLGC project, except
in cases where it is more advantageous to follow other permissible state law regarding bids
and purchases for local government corporations.
3. The General Manager shall negotiate, administer and monitor all contracts on behalf of
SSLGC with any qualified and appropriate person, association, corporation or
governmental entity to perform and discharge designated tasks. The City's Internal
Auditor as selected by the SSLGC Board shall conduct an annual review of this Agreement.
4. The General Manager shall prepare a budget for the forthcoming year for review and final
approval by the Board and both City Councils.
SSLGC Contract - Cities of Schertz and Seguin
2021
Page 4
The General Manager will provide sufficient support staff for the operation of SSLGC
programs. Schertz shall be responsible for the hiring, evaluation with SSLGC input, and/or
termination of personnel, who shall be City of Schertz employees and subject to all
personnel policies thereof. Schertz will serve as the employer of record for the General
Manager and the Assistant General Manager. The General Manager and Assistant General
Manager shall be considered Schertz employees for the purposes of payroll disbursement
and all fringe benefits, including retirement, medical and life insurance, vacations, sick
leave, holidays, and any other benefits normally extended to Schertz and Seguin
employees. Costs incurred by Schertz for these benefits, and all salary for these two
positions will be reimbursed by the SSLGC. The foregoing notwithstanding, Schertz may
only hire, evaluate and /or terminate the employee who will provide General Manager
services under this Agreement with the concurring vote of 2/3 of the entire board of
directors of SSLGC.
6. The General Manager shall maintain records of SSLGC activities in accordance with the
same state - mandated records retention schedule that is followed by Schertz.
7. The General Manager shall provide information on local, state, and federal permit and
licensing requirements and act as a liaison between the SSLGC and other Schertz and
Seguin departments.
III. COMPENSATION
A. Seguin. To compensate Seguin for the costs it will incur to perform the services described
in this Agreement, SSLGC will reimburse Seguin the actual expenditures incurred, with
the exception of Finance, HR and IT services, which will be a set annual fee paid quarterly,
all not to exceed the SSLGC fiscal year 2020 -2021 budgeted amounts.
B. Schertz. 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, all not
to exceed the SSLGC fiscal year 2020 -2021 budgeted amounts.
C. Additional funding. Seguin and Schertz will have the right at any time during a fiscal year
to seek additional reimbursement if the Cities reasonably determines that the budgeted
amount is inadequate to compensate for the costs they incur on behalf of SSLGC in
providing services under this agreement. Projected cash shortages resulting from
unplanned costs related to the services to be provided under this agreement will be brought
to the immediate attention of the SSLGC Board.
IV. RIGHT TO AUDIT
SSLGC Board or 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 Seguin and Schertz related to the performance of its duties under this agreement.
SSLGC Contract — Cities of Schertz and Seguin
2021
Page 5
V. NOTICE
CMKVVO-
108 W. Mountain Street
Seguin, Texas 78155
(And designated as the location of the SSLGC Administrative Office)
CITY OF SEGUIN
205 N River St
Seguin, Texas 78155
CITY OF SCHERTZ
1400 Schertz Parkway
Schertz, Texas 78154
VI. TERMINATION
A. Generally. This Agreement may be terminated by Seguin, Schertz or SSLGC, in whole, or
from time to time, in part, whenever such termination is determined by the Board or the Cities'
Governing Body, as the case may be, to be in the best interest of SSLGC or the City. Termination
will be effective ninety (90) days after delivery of Notice of Termination specifying to what extent
performance or work under the Agreement has been terminated and specifying that the Agreement
shall be terminated ninety (90) days after receipt by the notified party.
B. After receipt of a Notice of Termination Seguin and/or Schertz shall:
1. Stop work on the date as specified in the Notice of Termination to extent possible.
2. Place no further orders or subcontracts except as may be necessary for completion
of the work not terminated.
3. 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.
4. SSLGC shall pay expenses incurred through the date of termination.
VII. DISPUTE RESOLUTION
If a dispute arises out of or relates to this Agreement or the breach thereof, the Parties shall
first in good faith seek to resolve the dispute through negotiation between designated
representatives of each respective Party. If such dispute cannot be settled through negotiation, the
Parties agree to try in good faith to settle the dispute by mediation under the Commercial Mediation
SSLGC Contract - Cities of Schenz and Seguin
2021
Page 6
Rules of the American Arbitration Association before resorting to litigation. Notwithstanding the
foregoing, any Party may seek immediate equitable relief, without attempting to settle a dispute
through mediation, in any case where such Party is entitled to equitable relief by law, the terms of
the Agreement, or otherwise. All costs of mediation shall be assessed equally between the Parties
with each party bearing their own costs for attorneys' fees, experts, and other costs of mediation
and any ensuing litigation.
VIII. LIMITATION OF LIABILITY
The Cities of Seguin and Schertz shall have no liability whatsoever for the actions of, or
failure to act by, any employees, agents, representatives, or assigns of the SSLGC in connection
with this Agreement, and the SSLGC covenants and agrees, to the extent permitted by law, that
the SSLGC shall be solely responsible, as between the SSLGC and the Cities of Schertz and Seguin
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 the SSLGC or its respective contracted employees for whom Schertz
is not the employer of record, agents, representatives, or assigns, in connection therewith.
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 City nor the SSLGC 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.
Neither Party waives or relinquishes any immunity or defense on behalf of itself, its
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.
IX. OFFICIALS NOT TO BENEFIT
No public official of the governing bodies of Seguin; Schertz; or SSLGC who exercises
any functions or responsibilities in the review or the approval of the undertaking or carrying out
of any project hereunder, shall participate in any decision relating to the Agreement which affects
his personal interest, nor shall he have any personal or pecuniary interest direct or indirect in this
Agreement or proceeds thereof.
X. AGREEMENT:
This Agreement shall constitute the sole agreement between the Cities of Seguin,
Schertz, and SSLGC relating to the object of this Agreement and correctly sets forth the
complete rights, duties, and obligations of each party to the other as of its date. Any prior
agreements, promises, negotiations or representations, verbal or otherwise, not expressly set
forth in this Agreement are of no force and effect.
SSLGC Contract - Cities of Schertz and Seguin
2021
Page 7
WITNESS our hands to this AGREEMENT this day of _ .2022.
SCHERTZ /SEGUIN LOCAL
GOVERNMENT CORPORATION
108 W Mountain St
Seguin, Texas 78155
Dudley l 'ait, Pre ° ent
ATTEST:
SSLGC Contract - Cities of Schertz and Seguin
2021
Page 8
CITY OF SEGUIN, TEXAS
205 N River St
Seguin, Texas 78155
Steve Parker, City Manager
ATTEST:
Naomi Manski, City Secretary
CITY OF SCHERTZ
1400 Schertz Parkway
Schertz, Texas 78154
Dr. Mark Browne, City Manager
ATTEST:
Brenda Dennis, City Secretary