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Ordinance No. 12,634ORDINANCE NO. 12,634 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO THE INTERLOCAL AGREEMENT WITH THE BAYTOWN AREA WATER AUTHORITY CONCERNING THE ACQUISITION OF PROPERTY FOR THE BAWA EAST PROJECT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes the City Manager to execute and the City Clerk to attest to the Interlocal Agreement with the Baytown Area Water Authority concerning the acquisition of property for the BAWA East Project. A copy of said agreement is attached hereto as Exhibit "A," and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. ,- INTRODUCED, READ and PASSED by the affirmative voY of the City Council of the City of Baytown this the 28th day of August, 2014. i :'DONCARLOS, Mayor LETICIA BRYSCH, Ci APPROVED AS TO FORM: T �y5•�:.... J„ all Y • • N • a aO&ACIO RAMIREZ, SR., CO Attorney R- AarenTiles'City CounciAOrdinances1201AAugust 28\BAWAAgreementforBAWAEastProject .doc Exhibit "A" INTERLOCAL AGREEMENT CONCERNING THE ACQUISITION OF PROPERTY FOR THE BAWA EAST PROJECT STATE OF TEXAS COUNTY OF HARRIS § This Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project (the "Agreement ") is made by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City ") and the BAYTOWN AREA WATER AUTHORITY, a conservation and reclamation district in Harris County created under Section 59, Article XVI, Texas Constitution ( "BAWA "). WHEREAS, BAWA desires to construct the Baytown Area Water Authority (BAWA) 6 MGD Surface Water Treatment Plant in Chambers County on approximately 60 acres of land, more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes (the Property); and WHEREAS, on August 16, 2014, BAWA authorized its General Manager to execute an earnest money contract for the purchase of the Property for an amount not to exceed THREE MILLION AND NO/ 100 DOLLARS ($3,000,000.00); and WHEREAS, the owner of the Property entered into a Purchase and Sale Agreement with Chambers County Improvement District No. 1, which agreement is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes (the "Purchase and Sale Agreement "); and WHEREAS, Chambers County Improvement District No. 1 assigned the Purchase and Sale Agreement to the City of Baytown; and WHEREAS, the Purchase and Sale Agreement may not be again assigned without the express written approval of the seller; and WHEREAS, in order to proceed as rapidly as possible to closing, the City has agreed to close on the Property and then convey the Property to BAWA in accordance with the terms and conditions specified herein; NOW, THEREFORE, for and in consideration of the mutual obligations and benefits contained herein, the City and BAWA agree as follows: Section 1. Closing. The City, with the assistance of the BAWA as herein specified, agrees to endeavor to fully perform under the Purchase and Sale Agreement in order to acquire the Property. Section 2. Status. The City shall provide BAWA updates concerning the progress of the closing pursuant to the terms of the Purchase and Sale Agreement. Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project, Page I Section 3. Funds to be provided by BAWA. For and in consideration of the services to be provided by the City in furtherance of this Agreement, BAWA shall tender funds to the City in the amount of TWO MILLION SIX HUNDRED THIRTEEN THOUSAND SIX HUNDRED AND NO/ 100 DOLLARS ($2,613,600.00) consistent with the Purchase and Sale Agreement. All payments required to be made herein shall be payable within a time period so as not to delay or frustrate the City's closing on the Property. Section 4. Conveyance of the Property. Within sixty (60) calendar days after the City closes on the Property, the City will convey the same to the Baytown Area Water Authority via a deed without warranty at no additional cost to BAWA. BAWA shall, however, be responsible for all expenses associated with recording such deed. Section 5. Termination. Should the City fail for any reason to close on the Property, this Agreement shall automatically be terminated and any funds provided to the City pursuant to this Agreement shall be refunded to BAWA within thirty (30) days of such termination. Upon the termination of this Agreement, both parties shall be relieved of their respective obligations herein stated, except for the refund obligation specified hereinabove. This Agreement shall not be subject to termination for convenience. Section 6. Parties in Interest. This contract shall bind and benefit the City and BAWA and shall not bestow any rights upon any third parties. Section 7. Non - waiver. Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce, by an appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 8. Compliance with Applicable Laws. The parties hereto shall comply with all rules, regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended. Section 9. Choice of Law; Venue. This contract is subject to and shall be construed in accordance with the laws of the State of Texas, the laws of the federal government of the United States of America and all rules and regulations of any regulatory body or officer having jurisdiction. This contract is performable in Harris County, Texas. Section 10. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the respective other party at the address described below or at such other address as the receiving party may have theretofore prescribed by notice to the sending party: Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project Page 2 BAWA Baytown Area Water Authority Attn: President, Board of Directors P.O. Box 424 Baytown, Texas 77522 -0424 Fax: (281) 420-6586 Ci1Y City of Baytown Attn: City Manager P.O. Box 424 Baytown, Texas 77522 -0424 Fax: (281) 420 -6586 Section 11. Audits. The City and BAWA may, at any reasonable time, conduct or cause to be conducted an audit of the other parties' records and financial transactions as they pertain to this Agreement. The cost of said audit will be borne by the entity requesting the audit. The City and BAWA shall make available all of its records in support of the audit. Section 12. Ambiguities. In the event of any ambiguity in any of the terms of this contract, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Section 13. Captions. The captions of the sections and subsections, if any, of this Agreement are for convenience and ease of reference only and do not define, limit, augment or describe the scope, content or intent of this Agreement or of any part or parts of this Agreement. Section 14. Entire Agreement. This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. Any oral representations or modifications concerning this instrument are of no force or effect excepting a subsequent modification in writing signed by all the parties hereto. Section 15. Assignment or Transfer of Rights or Obligations. Neither party shall sell, assign, or transfer any of its rights or obligations under this Agreement in whole or in part without prior written consent of the other party. It is expressly understood and agreed that the City by virtue of this Agreement does not assign any of its rights or obligations under the Purchase and Sale Agreement. Such rights and obligation shall remain those of the City throughout the period required in the Purchase and Sale Agreement and any extensions thereof. Section 16. Severability. All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. Section 17. Authority. The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he /she represents. Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project Page 3 IN WITNESS WHEREOF, the parties have made and executed this contract in multiple copies, each of which shall be an original and effective on the _ day of August, 2014. CITY OF BAYTOWN ROBERT D. LEIPER City Manager ATTEST: LETICIA BRYSCH City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR. City Attorney BAYTOWN AREA WATER AUTHORITY BRENDA BRADLEY SMITH President ATTEST: LETICIA BRYSCH Assistant Secretary APPROVED AS TO FORM: IGNACIO RAMIREZ, SR. General Counsel \ \COBFSO 1 \Legal \Karen \Files\BA WA\ Contracts\ 2014\ BaytownInterlocalforPurchaseofProperty .doc Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project, Page 4