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Ordinance No. 12,995ORDINANCE NO. 12, 995 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 FIRST AMENDMENT TO THE COST - SHARE AGREEMENT WITH STANMORE /ADEF BAYTOWN, LP, FOR A WATERLINE EXTENSION AND ABANDONMENT PROJECT AND A LIFT STATION UPGRADE PROJECT; MAKING OTHER PROVISIONS RELATED THERETO; 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 First Amendment to the Cost - Share Agreement with Stanmore /ADEF Baytown, LP, for a waterline extension and abandonment project and a lift station upgrade 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 vot the City Council of the City of Baytown this the 8th day of October, 2015. APPROVED AS TO FORM: JN�A�00 RAMIREZ, SR., y ttorney DONCARLOS, COBFS01 Legal Karen Fdes,City Council,Ordinanc&2015 October 8 FimtAmendmen12CostShareWate rltneExtension& LiftSt ationUpgmdeProjectwithStanmore- ADEFBaytown doc • ° v � 4 • • Q, s Osseo *6 0 F DONCARLOS, COBFS01 Legal Karen Fdes,City Council,Ordinanc&2015 October 8 FimtAmendmen12CostShareWate rltneExtension& LiftSt ationUpgmdeProjectwithStanmore- ADEFBaytown doc Exhibit "A" FIRST AMENDMENT TO THE COST -SHARE AGREEMENT THE STATE OF TEXAS § COUNTY OF CHAMBERS § This First Amendment ( "First Amendment ") to the Cost -Share Agreement (the "Agreement ") is made and entered into between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas (the "CITY "), whose address for purposes hereof is P.O. Box 424, Baytown, Texas 77522, and STANMORE /ADEF BAYTOWN, LP, a Texas limited partnership ( "DEVELOPER "), whose address for purposes hereof is 675 Bering Drive, Suite 860, Houston, TX 77057. WITNESSETH: WHEREAS, on July 23, 2015, the CITY approved the Agreement with DEVELOPER, for a waterline extension and abandonment project and a lift station upgrade project; and WHEREAS, the CITY and the DEVELOPER desire to amend the Agreement to remove both parties obligations concerning the lift station upgrade project, which included the following: 1. the reconstruction of the I -10 lift station, 2. the upsizing of the force main, 3. the expansion of the wet well, 4. the upsizing of the pumping system, 5. the installation of a SCADA system, and 6. the building of a larger force main along 1 -10 from the lift station site to a manhole in the vicinity of I -10 and Wade Road; and NOW THEREFORE, for and in consideration of the premises and mutual covenants herein contained, it is agreed as follows: 1. Definitions. Unless a different meaning clearly appears from the context, words and phrases as used in this First Amendment shall have the same meanings as in the Agreement. 2. Amendments. a. There is deleted from Article I "Project Descriptions" of the Agreement, subparagraph b relating to the Upgrade Project. b. There is deleted from Article II "Project Obligations" of the Agreement, Section 2.2 thereof relating to the Upgrade Project. The parties hereto are hereby released from their respective obligation under Section 2.2. CITY does hereby First Amendment to the Cost -Share Agreement, Page 1 agree to refund to DEVELOER within thirty (30) days of the execution of this Agreement by the City Manager the EIGHTY -THREE THOUSAND AND NO /100 DOLLARS ($83,000.00) heretofore deposited by DEVELOPER with the CITY. 3. Miscellaneous. The provisions of this First Amendment and the provisions of the Agreement should be read together and construed as one agreement provided that, in the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall control. This First Amendment may be executed in counterparts, each of which shall be deemed an original. This First Amendment may be accepted and delivered by electronic mail or facsimile transmission and in all such cases, electronic or facsimile signatures on this First Amendment are authorized and shall be regarded as signed by the undersigned and shall be binding upon the signing party. Nothing contained in this First Amendment shall be construed in any way to limit or to waive CITY's sovereign immunity. EXECUTED ON this the day of 2015 (the "Effective Date "). CITY OF BAYTOWN By: RICHARD L. DAVIS, City Manager ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney First Amendment to the Cost -Share Agreement, Page 2 EXECUTED ON this the_ day of 2015. STATE OF TEXAS § COUNTY OF HARRIS § Before me, _ personally appeared Stanmore /ADEF Baytown, LP, STANMORE/ADEF BAYTOWN, LP BY STANMORE GPBT, LLC its General Partner By: _ Name: Title: the undersigned notary public, on this day the of Stanmore GPBT, LLC, the General Partner of _known to me; proved to me on the oath of ; or proved to me through his/her current (description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person) (check one) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he /she executed that instrument for the purposes and consideration therein expressed on behalf of such limited partnership. Given under my hand and seal of office this day of , 2015. Notary Public in and for the State of Texas My commission expires: R:\ KarentFileslContracts`.Stanmore Development Cost Share\First Amendment to Cost -Share Agt Revised.docx First Amendment to the Cost -Share Agreement, Page 3