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Ordinance No. 13,229ORDINANCE NO. 13,229 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AN INTERLOCAL AGREEMENT WITH CHAMBERS COUNTY FOR FUNDING A PORTION OF THE BEACH CITY TOWER CONSTRUCTION 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 hereby authorizes and directs the City Manager to execute an Interlocal Agreement with Chambers County for funding a portion of the Beach City Tower Construction Project. Said agreement is attached as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately m and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED, by the affirmat' e vote of the City Council of the City of Baytown this the 14th day of July, 2016. ATTEST: LETICIA BRYSCH, City Jerk APPROVED AS TO FORM: JOKACIO RAMIREZ, SR.10ity Attorney H. DONCARLOS, R ?KarenTiles'City Council. Ordinances\2016Vuly 14` ChambersCountylnterlocalAgreement .doc �O (Ihhh Exhibit "A" INTERLOCAL AGREEMENT STATE OF TEXAS § COUNTY OF HARRIS § THIS INTERLOCAL COOPERATION AGREEMENT is made and entered into by and between CHAMBERS COUNTY, Texas, a political subdivision of the State of Texas (hereinafter referred to as "County "), and the CITY OF BAYTOWN, a home -rule municipal corporation of the State of Texas (hereinafter referred to as "City "). WHEREAS, on February 23, 2016, the County accepted the bid of Wilbur L. Anderson, Inc., d/b /a Western Towers ( "Western Towers ")in the amount of SIX HUNDRED FORTY - NINE THOUSAND FIVE HUNDRED SIXTY -SEVEN AND NO /100 DOLLARS ($649,567.00) for the Beach City Radio Tower and Shelter Project (the "Project "); and WHEREAS, the Project entails the construction of a 400 -foot self - supporting radio communications tower and communications equipment shelter at 12723 FM 2354 in Beach City, which will serve as a centralized radio communications site; and WHEREAS, the tower will be simulcast with the Harris County Wade Road Tower and will provide the City with improved radio coverage; and WHEREAS, the City desires to contribute to the Project under the terms and conditions contained herein; NOW, THEREFORE, in consideration of the premises and of the promises and covenants contained herein, and subject to the conditions hereinafter set forth, the County and the City hereby agree as follows: County's Responsibilities. a. The County shall enter into an agreement with Western Towers for the design and construction of the Project in accordance with the County's Request for Sealed Proposals for Radio Communications Tower and Shelter, which were due on February 5, 2016. The County shall ensure that the design and construction of Project complies with all laws, rules or regulations of applicable governmental authorities in order to meet or exceed the quality standards set by such applicable governmental authorities. The Project shall be commenced on or before August 1, 2016, and the design and construction efforts thereafter shall be pursued in a diligent manner until the Project is completed and accepted by the County. Upon request, the County shall provide an update of the status of the construction of the Project to the City. b. Subject to the reimbursement specified in Section 2 of this Agreement and any reimbursement provided by other governmental entities, the County shall be responsible for all costs, maintenance and operation of the Project. Interlocal Agreement, Page 1 C. The County shall ensure that from and after completion of the Project, the tower subject to this ILA will be maintained and remain operational to transmit a simulcast signal to the Harris County Wade Road Tower in order to provide emergency responders, including those of the County and the City, with improved radio coverage. 2. Ci 's Responsibilities. The City agrees to pay the County the sum of ONE HUNDRED THOUSAND AND NO 1100 DOLLARS ($100,000.00) for the construction of the tower and communication infrastructure. The City shall pay such amount within thirty (30) days after (i) construction commences or (ii) the City's receipt of an invoice therefor, whichever is later. It is expressly understood and agreed by the City and County that if the Project is not complete on or before January 31, 2017, the County will refund the ONE HUNDRED THOUSAND AND NO 1100 DOLLARS ($100,000.00) on or before February 28, 2017. It is expressly understood that "Acts of God" and other delays, not within the control of the County, will preclude the aforementioned refund. Miscellaneous. a. Severability. In the event that any provision of this Agreement shall be held invalid or unenforceable, the validity and enforceability of the remaining provisions of this agreement shall not in any way be affected thereby. The parties hereto acknowledge that if any provision of this Agreement is determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, be deemed to be validated and enforceable. b. Waiver. Each Party hereto waives all claims against the other Party hereto for compensation for any loss, damage, personal injury, or death occurring as a consequence of the performance of this Agreement, except those caused in whole or in part by the negligence of an officer or employee of another Party. C. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. d. Venue. This Agreement shall be deemed performable in Chambers County, Texas. Any and all suits for any and every breach of this Agreement shall be instituted and maintained in any court of competent jurisdiction in Chambers County, Texas. e. Amendments. No changes to this Agreement shall be made except upon written agreement of both parties. Interlocal Agreement, Page 2 f. Notice. All notices called for or contemplated hereunder shall be in writing and shall be valid when actually received by the party to whom such notice is given if sent via a private courier, such as Federal Express or Airborne, or by telecopy, or by means other than the United States Mail, or on the date when deposited in the United States Mail, postage pre -paid, and sent by Certified Mail, Return Receipt Requested and addressed to the party as herein specified below: (a) Notices to the County shall be delivered or sent as follows: Office of the Chambers County Judge Chambers County Courthouse P. O. Box 939 Anahuac, TX 77514 (b) Notices to Provider shall be delivered or sent as follows: City Manager City of Baytown 2401 Market St. Baytown, TX 77520 g. Independent Contractor. The relationship between the County and the City shall be that of an independent contractor. h. Parties in Interest. This Agreement shall be for the sole and exclusive benefit of the parties hereto and shall not be construed to confer any rights upon any third party. The City shall never be subject to any liability in damages to any customer or contractor of the County for any failure to perform its obligations under this Agreement. i. Timeliness. Time is expressly declared to be of the essence in regard to this Agreement. j. 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. k. Interpretation. 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. Interlocal Agreement, Page 3 1. Captions. The captions appearing at the first of each numbered section in this Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement or any provision hereof, or in connection with the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent should arise. m. Complete Agreement. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings of written or oral agreements between the parties with respect to the subject matter herein. n. AssiQmnent. Neither party to this Agreement may assign their rights duties or interests without first obtaining the written consent of the other parry. o. Authority. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations and/or business entities. P. Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. q. Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CITY OF BAYTOWN, TEXAS RICHARD L. DAVIS, City Manager ATTEST: LETICIA BRYSCH, City Clerk Interlocal Agreement, Page 4 CHAMBERS COUNTY, TEXAS JIMMY SYLVIA, County Judge ATTEST: HEATHER HAWTHORNE, County Clerk (COUNTY SEAL) R.Waren Film Contracts Chambers County Communications Tower Interlocal Agrecment\Agreement Between Baytown - Chamfers for Communications Tower (2)04262016.doc Interlocal Agreement, Page 5