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Ordinance No. 8,150it, 971216 -4 ORDINANCE NO. 8150 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN 1NTERLOCAL AGREEMENT FOR THE SALE OF A PACKAGE WASTEWATER TREATMENT PLANT TO THE SAN ANTONIO RIVER AUTHORITY; 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 and directs the City Manager to execute and the City Clerk to execute and attest to an Interlocal Agreement for the sale of a package wastewater treatment plant to the San Antonio River Authority. A copy of said contract is attached hereto, marked Exhibit "A," and made a part hereof 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 vote of the City Council of the City of Baytown, Texas, this the 16" day of December, 1997. ATTEST: EILEEN PAIALL, City Clerk APPROVED AS TO FORM: 14r, UWA! • . " cAkW 1\ council\ Ordinance \SARAInterlocalContract .Ordinance x� c. --- PETE C. ALFARO, ayor ® INTERLOCAL AGREEMENT FOR THE PURCHASE OF TWO PACKAGE WASTEWATER TREATMENT PLANTS STATE OF TEXAS § COUNTY OF HARRIS § This "Interlocal Agreement for the Purchase of Two Package Wastewater Treatment Plants" (the "Agreement ") is made and entered into pursuant to the Interlocal Cooperation Act, Texas Government Code, Title 7, Section 791.001, by and between the City of Baytown, a municipal corporation located in Harris and Chambers Counties, Texas, hereinafter referred to as the "City," and the San Antonio River Authority, a local governmental body, located in Bexar County, Texas, hereinafter called the "Authority." WITNESSETH WHEREAS, the City desires to sell and the Authority desires to purchase two wastewater treatment package plants which are located within the City; and WHEREAS, the governing bodies of both the City and the Authority believe that such sale and purchase is to the mutual benefit of the City and the Authority and the residents of both governmental entities; NOW THEREFORE, for and in consideration of the mutual covenants, agreements, and benefits to both parties, the City and the Authority hereby agree as follows: 1. Sale & Purchase The City agrees to sell and the Authority agrees to buy the two wastewater treatment package plants and all associated equipment therewith, hereinafter called the "Plants," located at 9510 Bayou Woods, Baytown, Harris County, Texas, subject to the terms and conditions contained herein. The Authority additionally agrees to remove the Plants, including the removal of plant structures and equipment surrounding the Plants, and restore the property, at its sole cost and expense as detailed in Article III hereof. II. Compensation As compensation for the Plants, the Authority agrees to pay the City ONE AND NO /100 DOLLARS ($1.00) and to bear the entire cost of the removal and transport of the Plants and the repair and restoration of the property to a condition satisfactory to the City Manager. The parties agree that the above - referenced compensation fairly compensates the City for the Plants and all incidental services ® provided. The payment described hereinabove shall be made upon execution of this Agreement by the Authority. The funds designated for the payment of the fee and all expenses associated with the removal and transportation of the Plants and the restoration of the property shall be made from the current revenues of the Authority. Interlocal Agreement, Page I EXHIBIT A III. Removal of Plants The City shall have no responsibility for the removal of the Plants or the restoration of the premises. Such removal and restoration shall be the sole responsibility of the Authority at the Authority's sole cost and expense. The removal shall include the disposal and /or removal of the buildings and lift station as well as all of the plant structures, equipment and fencing, with the exception of the concrete slabs. Prior to the removal of the Plants and again prior to the restoration of the property, the Authority shall notify the City in writing of the date and time in which it plans to perform such work. After the Authority has removed the Plants, the Authority shall restore and grade the property, fill any holes, and leave the property in a condition satisfactory to the City Manager. Once the restoration work is completed, the Authority shall notify the City of such fact in writing. The City Manager or his designee shall thereafter inspect the property to ensure compliance with this article. Should the Authority fail to leave the property in the condition as required by this article, the Authority agrees to restore and, if necessary, repair the property to satisfy the requirements herein. Should the Authority fail to do so within five (5) days after receipt of a written demand from the City, the City shall restore and repair the property at the Authority's expense, and the Authority shall reimburse the City for all of the cost incurred in compliance with the, requirements of Chapter 2251 of the Texas Government Code. The Authority hereby agrees to perform all of its obligations contained in this article on or before February 28, 1998. IV. DISCLAIMER AND WAIVER OF WARRANTY OF TITLE THE CITY EXPRESSLY DISCLAIMS ANY WARRANTY OF TITLE TO THE PLANTS CONVEYED UNDER THIS AGREEMENT AS PROVIDED IN BUSINESS AND COMMERCE CODE SECTION 2.312, AND CONVEYS ONLY SUCH RIGHT, TITLE, OR INTEREST AS IT PRESENTLY HAS IN THE PLANTS SOLD UNDER THE TERMS OF THIS AGREEMENT. THE AUTHORITY EXPRESSLY DISCLAIMS THAT IT HAS CONTRACTED FOR OR RECEIVED ANY WARRANTY OF TITLE WITH RESPECT TO THOSE PLANTS. ,V. DISCLAIMER AND WAIVER OF WARRANTY OF MERCHANTABILITY THE CITY HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE PLANTS CONVEYED UNDER THIS AGREEMENT AS DESCRIBED IN BUSINESS AND COMMERCE CODE SECTION 2.314, AND THE AUTHORITY EXPRESSLY DISCLAIMS THAT IT HAS CONTRACTED FOR OR RECEIVED ANY WARRANTY OF MERCHANTABILITY WITH RESPECT TO THOSE PLANTS. THE PLANTS SOLD UNDER THIS AGREEMENT ARE SOLD AS IS AND WITH ALL FAULTS. VI. DISCLAIMER AND WAIVER OF WARRANTY OF FITNESS THE CITY EXPRESSLY DISCLAIMS THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AS DESCRIBED IN BUSINESS AND COMMERCE CODE SECTION 2.315, AND THE AUTHORITY EXPRESSLY DISCLAIMS THAT IT HAS CONTRACTED FOR OR RECEIVED ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THOSE PLANTS. THE PLANTS SOLD UNDER THIS AGREEMENT ARE Interlocal Agreement, Page 2 • �11 SOLD AS IS AND WITH ALL FAULTS, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. VII, Exculpatory Clause The parties agree that the City will not be liable to the Authority for injury to the Authority's operations or property, arising out of, or occasioned by, directly or indirectly, the failure or defectiveness of any item furnished by the City pursuant to this Agreement, including all cases in which the defect or failure, or the resultant injury results from, the design, manufacture, or operation of all or any part of either of the two Plants supplied under this Agreement, or from the failure of the City to provide timely warnings concerning the Plants supplied under the terms of this Agreement whether that failure or defectiveness is the sole or contributory cause of the resultant injury. This section shall apply when the failure or defectiveness of.the Plants supplied under the terms of this Agreement is a sole or a contributory cause of the resultant injury. It is the expressed intention of the City and the Authority that this article is designed and intended to protect the City from the consequences of defects in the design, manufacture, or operation of any item supplied under the terms of this Agreement, or from the failure of the City to provide timely warnings concerning the items supplied under the terms of this Agreement. VIII. Compliance with Applicable Laws In performing its responsibilities under this Agreement, the Authority 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. IX. Notice All notices required to be given hereunder shall be given in writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: Interlocal A�reenient, Page 3 AUTHORITY San Antonio River Authority Attn: General Manager 100 East Guenther Street P.O. Box 830027 San Antonio, TX 78283 -0027 Fax: (210) 227-1373 CITY City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Fax: (28 1) 420 -6586 ® X. Assignment • The Authority shall not sell, assign, or transfer any of its rights or obligations under this Agreement in whole or in part without prior written consent of the City. Xl. 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 to exercise any right or remedy occurring as a result of any future default or failure of performance. XII. Choice of Law and Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris and Chambers Counties, Texas. XIII. 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 contract, which shall continue in full force and effect. XIV. 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. This Agreement shall not be amended or modified without the express written consent of both parties hereto. XV. Authoritv The officers executing this Agreement on behalf of the parties hereby represent that such officers have been authorized by their respective governing bodies to execute this Agreement and to bind the party he represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Interlocal Acreement, Page 4 • Agreement on the day of , 1997, the date of execution by the City Manager of the City of Baytown, which date is the effective date hereof. SAN ANTONIO RIVER AUTHORITY CITY OF BAYTOWN FRED N. PFEIFFER General Manager Date: BOBBY ROUNTREE City Manager Date: ATTEST: -ATTEST: (Signature) EILEEN P. HALL City Clerk (Printed Name) (Title) Date: Date: c: kl hb9\ pubIicworks\ interlocal coo pera tionagreemenANrchaseo12 Wastcwaterl'reatmentP Ian ts .SARA Interlocal A,reement, Page 5