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"City of Choice"
RESOLUTION NO. 14 9 4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CIBOLO
ADOPTING AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND BYLAWS FOR THE CIBOLO VALLEY LOCAL
GOVERNMENT CORPORATION TO REFLECT THE WITHDRAWAL
OF THE CITY OF CONVESE FROM THE CIBOLO VALLEY LOCAL
GOVERNMENT CORPORATION; APPROVING AN AMENDMENT TO
THE MEMORADUM OF UNDERSTANDING WITH THE CIBOLO
VALLEY LOCAL GOVERNMENT CORPORATION TO REFLECT THE
CHANGES TO THE CORPORATION'S MEMBERSHIP AND OTHER
MATTERS; PROVIDING FOR SEVERABILITY; REPEALING
CONFLICTING RESOLUTIONS; AND ESTABLISHING AN EFFECTIVE
DATE.
WHEREAS, Cibolo Valley Local Government Corporation ("CVLGC") is a local
government corporation, created and existing under the provisions of Subchapter D of Chapter
431, Texas Transportation Code, as amended ("Chapter 431"), and Chapter 394, Texas Local
Government Code ("Chapter 394" and together with Chapter 431, the "Act") and has and may
exercise all of the rights, powers, privileges, authority, and functions given by the general laws
of the State of Texas to non-profit corporations incorporated under the Act including, without
limitation, the Texas Non-Profit Corporation Act, Chapter 22, Texas Business Organizations
Code; and
WHEREAS, the cities of Cibolo, Converse, and Schertz (collectively, "Member Cities")
have utilized CVLGC as a mechanism to secure additional water for the Member Cities; and
WHEREAS,the City of Converse, by communication dated June 18, 2014, has requested
to withdraw from CVLGC as a member city; and
WHEREAS, at its June 26, 2014, open meeting, CVLGC considered the request from
the City of Converse; and
WHEREAS,the Board of Directors of CVLGC recommends the withdrawal of Converse
from membership in CVLGC; and
WHEREAS, Article VIII of CVLGC's Articles of Incorporation, Chapter 394 of the
Texas Local Government Code, and Chapter 431 of the Texas Transportation Codeallows
CVLGC to apply to its member cities for a change to its Articles of Incorporation; and
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WHEREAS, an amendment to CVLGC's Articles of Incorporation is required in order to
provide for the withdrawal of the City of Converse; and
WHEREAS,an amendment to CVLGC's Articles of Incorporation and Bylaws must be
approved by each the member cities' governing bodies in order to be effectuated; and
WHEREAS, the amendment to the CVLGC Articles of Incorporation is wise, expedient,
necessary, and advisable; and
WHEREAS, the Board of Directors of CVLGC applied to each of its Member Cities to
make the following changes to CVLGC's Articles of Incorporation and Bylaws; and
WHEREAS, should the City of Converse withdraw from CVLGC, CVLGC's Bylaws
will need to be amended; and
WHEREAS, Article XI of CVLGC's Articles of Incorporation requires that an
amendment to CVLGC's Bylaws be approved by each the Member Cities' governing bodies; and
WHEREAS, the Board of Directors of CVLGC approved the changes to the articles of
incorporation and bylaws as detailed below at an open meeting; and
WHEREAS, CVLGC and the City executed, along with the other Member Cities, a
Memorandum of Understanding ("MOU") that detailed the obligations of each entity; and
WHEREAS, if Converse withdraws from CVLGC, a Third Amendment to the MOU is
necessary to reflect the withdrawals of Converse from CVLGC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF L 6,/,
Section 1. The recitals contained in the preamble of this Resolution are determined to be
true and correct and are hereby adopted as a part of this Resolution.
Section 2. The City hereby consents to the withdrawal of the City of Converse from
CVLGC. In order to effectuate the withdrawal, the City hereby approves the following
amendments to CVLGC's Articles of Incorporation, provided all other member cities of CVLGC
approve similar amendments:
(A)Article IV (a) shall be changed to read as follows: "to aid, assist, and act on behalf of
Ciboloand Schertz (collectively, "Cities") in acquiring, constructing, leasing,
improving, enlarging, extending, repairing, maintaining, and operating a water utility
system (the "project") pursuant to the provisions of Chapter 552 of the Texas Local
Government Code, as amended ("Chapter 552"), and other applicable laws of the
State;"
(B)The first paragraph of Article VII shall read as follows: "The Governing Bodies
have, by resolutions adopted on March 22, 2010 (Cibolo) and March 15, 2010
(Schertz), authorized the creation of the Corporation and approved these Articles of
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Incorporation and the Corporation's Bylaws pursuant to Subchapter D of the Act.
The cities of Seguin and Selma were member cities of the Corporation, but by
resolutions adopted on January 8, 2013 (Cibolo), January 15, 2013 (Converse),
January 29, 2013 (Schertz), January 15, 2013 (Seguin), and January 3, 2013 (Selma),
the cities of Selma and Seguin are no longer member cities of the Corporation. The
City of Converse, likewise were member cities of the Corporation, but by resolutions
adopted on (Cibolo), (Converse), and
(Schertz), the City of Converse is no longer a member city of the Corporation."
(C)Article XII shall list the members of the initial Board of Directors and shall read as
follows: "The number of directors constituting the Board of Directors is four (4).
Two (2) directors shall be appointed by each of the Governing Bodies."
Section 3. The City hereby approves the following amendments to the CVLGC Bylaws
to read as follows,provided the other CVLGC member cities adopt similar changes:
(A)"Section 1.2. Purpose. The Corporation is incorporated for the purposes set forth
in Article IV of its Articles of Incorporation, and any amendments thereto, the
same to be accomplished on behalf of the City of Cibolo, Texas ("Cibolo") and
the City of Schertz, Texas ("Schertz"), as their duly constituted authority and
instrumentality in accordance with Subchapter D of Chapter 431, Texas
Transportation Code, as amended (the "Act"), and other applicable laws of the
State of Texas (the "State")."
(B)"Section 1.4. Nonprofit Corporation. The Corporation shall be a public,
nonprofit corporation, and no part of its net earnings remaining after payment of
its bonds and expenses shall inure to the benefit of any person other than Cibolo
and Schertz (collectively,the "Cities").
(C)"Section 2.1 (b). Nonprofit Corporation. The Board shall consist of four (4)
directors, each of whom must at all times while serving as director be a resident of
the City that appointed such director. Each City shall appoint two (2) directors to
the Board. The governing bodies of the Cities shall collectively be referred to
herein as "Governing Bodies." Each member of the Board shall be appointed for
a four-year term until the Corporation is dissolved. A director may be
reappointed. The four-year term of office from the City of Cibolo began on
October 1, 2011. The four-year term of office from the cities of Schertz began on
October 1, 2012."
(D)"Section 3.7. Executive Director. The Board mayappoint an Executive Director
of the Corporation to provide administrative support services for the Corporation
and to perform other duties as prescribed by the Board."
Section 4. The City hereby approves the Third Amendment to the Memorandum of
Understanding Among the Cities of Cibolo, Converse, and Schertz and the Cibolo Valley Local
Government Corporation, attached hereto and incorporated herein for all purposes in
substantially correct form as Exhibit A, provided the other member cities of CVLGC adopt
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similar changes to the MOU. The Third Amendment will reflect withdrawal from CVLGC by
the City of Converse and their responsibilities regarding the MOU. The City Manager is hereby
authorized on the City's behalf to execute the Third Amendment to the Memorandum of
Understanding and effectuate its intent.
Section 5. All Resolutions and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.Section 6. It is hereby declared that the sections,
paragraphs, sentences, clauses and phrases of this resolution are severable and, if any phrase,
clause, sentence, paragraph or section of this resolution shall be declared unconstitutional or
invalid by the valid judgment or decree of any court of competent jurisdiction, such
unconstitutionality or invalidity shall not affect any of the remaining phrases, clauses, sentences,
paragraphs and sections of this resolution, because the same would have been enacted by the
Board of Directors without the incorporation of any such unconstitutional phrase, clause,
sentence, paragraph or section.
Section 7. This Resolution shall take effect immediately upon passage.
PASSED AND APPROVED the 8th day of JuAY, 2014.
Lisa M. Jackson C/t
Mayor, City of Cibolo
ATTEST:
Peggy Cimics, TRMC
City Secretary, City of Cibolo
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THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING AMONG THE
CITIES OF CIBOLO, CONVERSE,AND SCHERTZ AND THE CIBOLO VALLEY
LOCAL GOVERNMENT CORPORATION
WHEREAS, in recognition of the fact that the acquisition of a dependable source of raw and
potable water is essential for the maintenance of continued economic growth and the well being
of its citizens, the cities of Cibolo, Converse, and Schertz approved the creation of the Cibolo
Valley Local Government Corporation ("CVLGC") as their constituted authority and
instrumentality to accomplish the specific purpose of acquiring, constructing, improving,
enlarging, extending,repairing,maintaining and operating a water utility system; and
WHEREAS,the City of Converse has sought withdrawal from CVLGC;
WHEREAS, the cities of Cibolo, Converse, and Schertz executed a Memorandum of
Understanding with CVLGC ("MOU") to outline certain rights and responsibilities of each
entity;
WHEREAS, Cibolo and Schertz (collectively, "Member Cities") wish to continue pursuing
projects through CVLGC;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained,each of the Member Cities and CVLGC agree as follows:
1. The terms of the MOU, and its amendments thereto, remain in full force and
effect except as amended herein. Definitions in the MOU shall apply to terms utilized herein.
2. The Parties agree that the City of Converse ("Converse") is withdrawing from
CVLGC and Converse's rights, titles, interests, and obligations in the MOU and CVLGC are
relinquished subject to the provisions contained herein. The remaining Member Cities in the
MOU shall be the cities of Cibolo and Schertz. However, Section 5 of the First of the MOU
shall control reimbursement to Converse,if any,upon its withdrawal from CVLGC.
3. After the withdrawal of Converse, the remaining Member Cities' interest in
CVLGC shall be based on an equal share(currently,a half each).
4. Withdrawal of a Member City. If any of the remaining Member Cities withdraws
from CVLGC, the remaining Member Cities agree that the withdrawing city shall be entitled to
reimbursement of any contributions the withdrawing city makes to CVLGC less any expenses
incurred by the CVLGC to the date of the withdrawal and through CVLGC's remaining Budget
Year.
Exhibit A
This Third Amendment to the MOU may be signed as multiple originals and is approved
by each of the Member Cities and CVLGC on the date indicated.
City of Cibolo:
G ` _e T- tt Q'�'�- Date:
Robert T. Herrera,City Manager
City of Converse:
City Manager Date:
City of Schertz:
Date:
John Kessel, City Manager
Cibolo Valley Local Government Corporation:
Date:
President
THIRD AMENDMENT TO MOU Page 2 of 2
CVLGC/MEMBER CITIES
SIGNED ORIGINAL(S):6