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Ordinance No. 8,484990114 -8 ORDINANCE NO. 8484 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL GASOLINE AGREEMENT WITH GOOSE CREEK CONSOLIDATED INDEPENDENT -SCHOOL DISTRICT FOR PURCHASE AND SALE OF GASOLINE AT THE CITY OF BAYTOWN'S MUNICIPAL SERVICE CENTER; 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 City Clerk to attest to an Interlocal Agreement with Goose Creek Consolidated Independent School District for purchase and sale of gasoline at the City of Baytown's Municipal Service Center. A copy of said agreement 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 this the 14th day of January, 1999. PETE C. ALFARO, Mayor ATTEST: EILEEN P. HAL , City Clerk APPROVED AS TO FORM: I CIO RAMIREZ, SR., Ci Attorney iscklh 134\ Council\ OrdinancellnterlocalGasolinenAgreementGCC1 SD.Ord ® INTERLOCAL GASOLINE AGREEMENT STATE OF TEXAS CK�l�I►�fllft`Z� � ; ; � This Interlocal Gasoline Agreement (the "Agreement ") is made and entered into pursuant to the Interlocal Cooperation Act by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City ") and the GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT, a governmental body, organized and existing by virtue of the laws of the State of Texas, (the "District "). WHEREAS, the City maintains and operates certain gasoline tanks for fueling City vehicles; and WHEREAS, the District desires to purchase gasoline contained in these gasoline tanks for a period of sixteen (16) months; and WHEREAS, the City is willing and able to sell gasoline to the District under the terms and conditions as hereinafter provided; NOW THEREFORE, the City and the District, in consideration of the mutual covenants, agreements and benefits herein contained, do mutually agree as follows: 1. AUTHORITY TO PURCHASE GAS The District may purchase gasoline from the City's Municipal Service Center located at 2113 Market Street, Baytown, Texas, subject to the limitations specified in this Agreement. I I. LIMITATION OF AUTHORITY It is understood and agreed that gasoline will only be sold to the District if adequate supplies of gasoline are available at the Municipal Service Center, which shall be determined at the sole discretion of the City Manager of the City (the "City Manager "). For each vehicle authorized by the District as well as the City to use the Municipal Service Center, the District shall provide the make, model, model year, license number, vehicle identification number, and unit number. Such information on each vehicle must be provided to the City prior to the District being allowed to obtain fuel at the Municipal Service Center. No other District vehicles 40 will be permitted to use the facility without prior written consent of the City Manager. EXHIBIT A The District expressly understands and agrees that it shall not, nor allow any of its officers, ® agents and/or employees, obtain gasoline from the City's Municipal Service Center between the hours of 6:00 a.m. and 9:00 a.m., Monday through Friday. III. PAYMENT TO CITY The City will submit to the District monthly statements which reflect the number of gallons of gasoline purchased by the District, the purchase price per gallon of gasoline, the applicable state, federal, and superfund taxes per gallon, any registration fee charged by the Texas Department of Agriculture or any successor agency, a six percent (6 %) facility use charge, and the total amount of money owed to the City for said purchases. The purchase price of the gasoline shall be the price at which the City is invoiced by its supplier immediately prior to each sale and shall not take into account any refunds or rebates which the City may receive. All fluctuations of the purchase price shall be passed on directly to the District, unless otherwise provided. Additionally, the facility use charge shall also be subject to change from time to time at the sole discretion of the City. The City will endeavor to notify the District prior to the effective date any increase in facility use charge; however, failure to do so shall in no way affect the District's obligation to pay, the facility use fee charged. The monthly statements shall be mailed to the address as listed in Article XIV hereinbelow. Within thirty (30) days after the City deposits said monthly statement in a United States Postal Service receptacle, the District shall pay the City the amount set forth in the statement. Payments shall be made payable to the City of Baytown and shall be mailed to City at the address listed in Article XIV hereinbelow. Any payment not timely paid as indicated herein, shall accrue interest at the rate of 1% per month. The District agrees that it will pay for all of the goods and services offered pursuant to this agreement from then current revenues available to the District. IV. TEMM The term of this Agreement shall commence on the date of execution hereof and shall continue until the expiration of a sixteen (16) month period, unless eariier terminated in accordance with this article. Either party hereto may terminate this Agreement without cause by giving of ten (10) days' written notice to the other party of such party's intent to terminate this Agreement. In the event of such termination, the District shall pay the City, in accordance with Section III of this Agreement for the gasoline purchased up to and including the date of termination. V. ADDITIONAL COMPENSATION TO CITY As additional compensation to the City, the District hereby assigns to the City any rebate or refunds of gasoline taxes the District may receive or be entitled to in regard to the gasoline purchased by the District. 0 ? VI. ENTIRE AGREEMENT . This instrument contains the entire Agreement between the parties relating to the rights hereunder granted and the obligations herein assumed. Any oral representation or modifications concerning this Agreement shall be of no force or effect excepting a subsequent modification in writing signed by all parties hereto. VII. COMPLIANCE WITH ALL APPLICABLE LAWS The District 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. XIII. ASSIGNMENT The District may not sell or assign all or part interest in activities to another party or parties without the express written approval of the City Manager of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. XIV. NOTICES Except as otherwise provided herein, 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: DISTRICT Goose Creek Consolidated independent School District Attn: Assistant Superintendent for Business Services P.O. Box 30 Baytown, TX 77522 Fax No. (281) 420 -4654 C CITY City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Fax No. (281) 420 -6586 XV. 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. XVI. GOVERNING LAW This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, 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 County, Texas. XVII. 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. XVIII. CONDITIONS BEYOND CONTROL Neither the City nor the District shall be required to perform any term, condition or covenant of this Agreement so long as performance is delayed or prevented by force majeure, which shall mean acts of God, drought, floods, material or labor restrictions by any governmental authority, and any other cause not reasonably within the control of either party in'which, by the exercise of due diligence, the City or the District is unable to prevent or overcome. 0 4 0 XIX. NO RIGHT TO ARBITRATION Notwithstanding anything to the contrary contained in this Agreement, the City and the District hereby agree that no claim or dispute between the City and the District arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, the District consents to be joined in the arbitration proceeding if the District's presence is required or requested by the City for complete relief to be recorded in the arbitration proceeding. XX. NO THIRD PARTY BENEFICIARIES This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the District and the City only. XXI. HEADINGS The article headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation XXII. AMBIGUITIES In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XXIII. AGREEMENT READ The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. • XXI V. 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. 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 Agreement on the _ day of , 1998, the date of execution by the City Manager of the City of Baytown. GOOSE CREEK CONSOLIDATED CITY OF BAYTOWN INDEPENDENT SCHOOL DISTRICT Of- I'VIAID( YSMA H1 JAMES LEWIS BOBBY ROUNTREE Vice President of the Board of Trustees City Manager Date: December 14, 1998 Date: ATTEST: JEPP BtlSCH (I Secretary of the Board of Trustees Date: December 14, 1998 c:klh 105\ Contracts\lnterlocal AgreementslSaleof0asoline2GCCISD110298 0 6 ATTEST: EILEEN P. HALL City Cleric Date: