Ordinance No. 10,087ORDINANCE NO. 10,087
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 A STRATEGIC PARTNERSHIP AGREEMENT
WITH CHAMBERS COUNTY MUNICIPAL UTILITY DISTRICT NO. 1; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF,
WHEREAS, Section 43.0751 of the Texas Local Government Code (the "Act ") authorizes the
City of Baytown and certain utility districts, including Chambers County Municipal Utility District No. 1
(the "District "), to negotiate and enter into a strategic partnership agreement by mutual consent; and
WHEREAS, this Agreement provides for the-annexation of a tract of land in the District, as more
specifically described in Exhibit "A," by the City for the limited purposes of applying certain of the City's
ordinances to such tract; and
WHEREAS, as required by the Act, the City held public hearings on May 12, 2005, and May 26,
2005, at City Council Chamber, City Hall, 2401 Market Street, Baytown, Texas 77520, and the District
held a public hearing at 11:00 a.m. on Friday, May 20, 2005, at 1415 Louisiana, Fifth Floor, Houston,
Harris County, Texas, and another public hearing at 3:00 p.m. on Friday, June 3, 2005, at 7711 Highway
146, Baytown, Chambers County, Texas, at which members of the public were given the opportunity to
present testimony or evidence regarding the proposed Agreement, and the City and the District made
copies of the proposed Agreement available, and gave notice of the hearings prior to the public hearings
in accordance with the Act; and
WHEREAS, the District has been adopted by its governing body on June 20, 2005; and
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 attest to a Strategic Partnership Agreement with
Chambers County Municipal Utility District No. 1. 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 23rd day of June, 2005.
CALVIN MUNDINGER, Mayor
ATTEST:
C'ARIt W. SMITH, City Clerk
APPROVED AS TO FORM:
4ACIO RAMIREZ. SR., CI y Attorney
RAKaren \Files \City Counci1\0rdinances\2005\May 26 \ChambersCountyMUDI sPA.doc
s
•
Exhibit "A"
The properties subject to this Strategic Partnership Agreement include the following subdivision
reserves located in Chambers County, Texas:
➢ Hunters Chase Section One, Reserve A;
➢ Hunters Chase Section One, Reserve B;
➢ Country Meadows Section One, Reserve A;
➢ Country Meadows Section Five Amended Plat, Reserve B;
➢ Country Meadows Section Five Block A, Reserve C;
➢ Pine Meadows Section One, Reserve A; and
➢ Pine Meadows Section One, Reserve B
Exhibit "A," Page Solo
r]
STRATEGIC PARTNERSHIP AGREEMENT
BETWEEN THE CITY OF BAYTOWN, TEXAS,
AND CHAMBERS COUNTY MUNICIPAL UTILITY DISTRICT NO. 1
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement ") is made and
entered into as of the Effective Date by and between the CITY OF BAYTOWN, TEXAS, a
municipal corporation situated in Harris and Chambers Counties, Texas, acting by and through
its governing body, the City Council of the City of Baytown, Texas (the "City "), and
CHAMBERS COUNTY MUNICIPAL UTILITY DISTRICT NO. 1 (the "District "), a
conservation and reclamation district created pursuant to Article XVI, Section 59, Texas
Constitution and operating pursuant to Chapters 49 and 54, Texas Water Code.
RECITALS
WHEREAS, Texas Local Government Code, §43.0751 (the "Act ") authorizes the City
and certain utility districts to negotiate and enter into a strategic partnership agreement by mutual
consent, and the City and the District wish to enter into such an agreement; and
WHEREAS, this Agreement provides for the annexation of a tract of land in the District,
as more specifically described in Exhibit "A ", by the City for the limited purposes of applying
certain of the City's ordinances to the Tract; and
WHEREAS, as required by the Act, the City held public hearings on May 12, 2005, and
May 26, 2005, at City Council Chamber, City Hall, 2401 Market Street, Baytown, Texas 77520,
and the District held a public hearing at 11:00 a.m. on Friday, May 20, 2005, at 1415 Louisiana,
Fifth Floor, Houston, Harris County, Texas, and another public hearing at 3:00 p.m. on Friday,
June 3, 2005, at 7711 Highway 146, Baytown, Chambers County, Texas, at which members of
the public were given the opportunity to present testimony or evidence regarding the proposed
Agreement, and the City and the District made copies of the proposed Agreement available, and
gave notice of the hearings prior to the public hearings in accordance with the terms of the Act;
and
WHEREAS, the City and the District wish to enter into a strategic partnership agreement
to provide the terms and conditions under which services will be provided by the City and the
District and under which the District will continue to exist for an extended period of time after
the Tract is annexed for limited purposes;
Strategic Partnership Agreement, Page 1 EMIT A
• NOW, THEREFORE, THE PARTIES CONTRACT AND AGREE AS FOLLOWS:
•
ARTICLE I. FINDINGS
The City and the District hereby find and declare:
1. The Act authorizes the City and the District to enter into this Agreement to define the
terms and conditions under which services will be provided to the District and under
which the District will continue to exist after the Tract is annexed for limited purposes
pursuant to this Agreement;
2. This Agreement does not require the District to provide revenue to the City solely for the
purpose of an agreement with the City to forgo annexation of the District;
3. This Agreement provides benefits to the City and the District, including revenue,
services, and/or regulations which are reasonable and equitable with regard to the
benefits provided to the other Party;
4. All the terms and conditions contained in this Agreement are lawful and appropriate to
provide for the provision of municipal services; and
5. The City and the District negotiated this Agreement by mutual consent; the terms and
conditions of the Agreement are not a result of the City's Annexation Plan or any
arbitration between the City and the District.
ARTICLE II. DEFINITIONS
Unless the context requires otherwise, and in addition to the terms defined above, the
following terms and phrases used in this Agreement shall have, solely for the purposes of this
Agreement, the meanings set out below:
"Act" means Texas Local Government Code, §43.0751 (Vernon Supp. 2002) and any
amendments thereto.
"Agreement" means this strategic partnership agreement by and between the City and the
District.
"Applicable Ordinances" shall include the following chapters, articles and/or sections of
the Code of Ordinances, Baytown, Texas, along with all amendments thereto:
9 Chapter 4 "Adult Commercial Establishments,"
Chapter 42 "Health and Sanitation,"
9 Chapter 82 "Secondhand Goods," Article III "Junk and Automotive Wrecking
and Salvage,
Strateizic Partnership Agreement, Page 2
Chapter 118 "Signs," Article III "Regulations," Division 4 "Location,"
Subdivision IV "Off- Premise Signs" along with all other provisions regulating
Off - Premise Signs, and
9 Chapter 130 Zoning."
"Board" means the Board of Directors of the District.
"City" means the City of Baytown, Texas, a municipal corporation situated in Harris and
Chambers Counties, Texas.
"City Charter" means the Charter of the City and any amendments thereto.
"City Code" means the Code of Ordinances of the City and any amendments thereto.
"City Council" means the City Council of the City or any successor governing body.
"City Manager" means the City Manager of the City or his designee.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
"Consent Resolution" means resolutions, including all attachments and exhibits passed by
the City Council consenting to the creation of and inclusion of land in the District.
"District" means Chambers County Municipal Utility District No. 1, a conservation and
reclamation district created pursuant to Article XVI, Section 59, Texas Constitution and
operating pursuant to Chapters 49 and 54, Texas Water Code.
"Effective Date" means the date the City Manager signs this Agreement.
"Government Code" means the Texas Government Code and any amendments thereto.
"Implementation Date" means the date the limited - purpose annexation ordinance is
passed by City Council pursuant to Section 3.01.
"Landowner" means a person that owns real property in the District.
"Local Government Code" means the Texas Local Government Code and any
amendments thereto.
"Party" or "Parties" means a party or the parties to this Agreement, being the City and the
District.
"Resident" means a person that resides in the District.
"Sales and Use Tax" means the sales and use tax authorized to be imposed within the
40 corporate limits of the City lying within Chambers County, including, but not limited to, the
Strategic Partnership Agreement, Page 3
•
sales and use tax authorized to be imposed by Chapters 321 and 327 of the Tax Code, as well as
those imposed by any other district or entity. which may be subsequently created which imposes
a sales and use tax within the corporate limits of the City lying within Chambers County.
"Tax Code" means the Texas Tax Code and any amendments thereto.
"Tract" means the following property within the boundaries of the District described in
Exhibit "A" to this Agreement as follows:
➢ Hunters Chase Section One, Reserve "A ", 1.1880 Ac.
➢ Hunters Chase Section One, Reserve "B ", 2.8316 Ac.
9 Country Meadows Section One, Reserve "A ", 3.836 Ac.
Country Meadows Section Five Amended Plat, Reserve "B ", 2.8781 Ac.
➢ Country Meadows Section Five Block A, Reserve "C ", 1.5426 Ac.
➢ Pine Meadows Section One, Reserve "A ", 1.8923 Ac. and
9 Pine'Meadows Section One, Reserve "B ", 1.9278 Ac.
ARTICLE III. LIMITED - PURPOSE ANNEXATION
Section 3.01. Generally
As soon as practicable following the approval of this Agreement by City Council, as
authorized by the Act, the City shall annex the Tract for the limited purposes of applying the
Applicable Ordinances within the Tract. The Applicable Ordinances will be applicable to and
enforceable in the Tract upon the date of limited - purpose annexation.
Section 3.02. Property Taxes and District Liability for Debts of the City
During the term of this Agreement, except as provided in Article IV, ad valorem taxes
levied by the City will not be levied on taxable property within the Tract.
Section 3.03. Municipal Court's Jurisdiction
Upon the limited - purpose annexation of the Tract, the City's municipal court shall have
jurisdiction to adjudicate cases filed under the Applicable Ordinances arising from actions
occurring within the Tract.
Section 3.04. Powers and Functions Retained by the District
Except as limited by the Consent Resolution, the District is authorized to exercise all
powers and functions of a municipal utility district provided by existing law or any amendments
or additions thereto. The District's assets, liabilities, indebtedness, and obligations will remain
the responsibility of the District during the period preceding any full- purpose annexation.
Disposition or acquisition of additional assets, liabilities, indebtedness, and obligations will be
governed by the Consent Resolution.
Strategic Partnership Agreement, Page 4
0 ARTICLE IV. SALES AND USE TAX AGREEMENT
Section 4.01. Imposition of the Sales and Use Tax
0
The City and any special district or entity hereinafter created by the City having within its
boundaries the corporate limits of the City lying within Chambers County shall impose a Sales
and Use Tax within the Tract upon the limited - purpose annexation of the Tract and upon the
imposition of any Sales and Use Tax hereinafter adopted. The Sales and Use Tax shall be
imposed on the receipts from the sale and use at retail of taxable items at the same rate as such
tax is imposed on the receipts from the sale and use at retail of taxable items within the corporate
limits of the City lying within Chambers County. The Sales and Use Tax shall take effect on the
date described in Tax Code §321.102.
Section 4.02. Payment of Sales and Use Tax to the District
The City shall pay to the District an amount equal to fifty percent (50 %) of the one
percent (1 %) sales and use tax revenues generated pursuant to Chapter 321 of the Texas Tax
Code within the boundaries of the Tract and received by the City from the Comptroller after the
date of the limited - purpose annexation of the Tract. The City shall deliver the District's portion
of such tax revenues to the District within 30 days of the City's receipt of said tax revenues from
the Comptroller. Government Code Chapter 2251 shall govern and provide the penalty if the
City fails to deliver the District's portion in a timely manner. For the purposes of determining
the applicable overdue date under Chapter 2251, the City shall be deemed to have received an
invoice from the District on the date the City receives the one percent (1%) tax revenues from
the Comptroller without further action from the District.
The City shall deliver to the District a condensed version of the monthly sales tax report
provided by the Comptroller, containing only the contents of the sales tax report relating to retail
sales and retailers in the Tract within 30 days of the City's receipt of the sales tax report.
Should the City be required by the Comptroller to refund any portion of the one percent
(1 %) sales and use tax, any portion of which has been paid to the District, the District shall be
obligated to refund to the City one -half of the amount, which the City is required to repay the
Comptroller. The Government Code Chapter 2251 shall govern and provide the penalty if the
District fails to deliver the such amount to the City in a timely manner. For the purposes of
determining the applicable overdue date under Chapter 2251, Section 10.03 shall govern.
Section 4.03. Notification of Comptroller
The City shall send notice of this Agreement and the limited - purpose annexation of the
District to the Comptroller within three days of the Implementation Date in the manner provided
by Tax Code §321.102, The City shall send to the District a copy of any notice from the
Comptroller delaying the effectiveness of the Sales and Use Tax in the Tract.
Strategic Partnership Agreement, Page 5
Section 4.04. District Use of Sales and Use Tax Revenue
40 The District shall use the tax revenue provided in Section 4.02 only for purposes for
which the District is lawfully authorized to use its ad valorem tax revenues or other revenues.
•
Section 4.05. District Audit Rights
The District may audit the tax collections by the City solely to determine whether the tax
revenue payments provided by Section 4.02 have been made to the District in accordance with
this Agreement. Any audit shall be made at the District's sole cost and expense and may be
performed at any time during the City's regular business hours by an auditor hired by the District
on 30 days written notice to the City. For the purpose of any audits, the City shall maintain and
make available to the District or its representatives all books, records, documents and other
evidence of accounting procedures or practices in whatever form sufficiently maintained to
reflect the collection of the tax revenues that are subject which are to be paid to the District
pursuant to this Agreement.
Section 4.06. City Audit Rights
The District is required by law to prepare an annual audit within 120 days after the close
of the District's fiscal year. The District shall provide a copy of its annual audit to the City within
30 days after the audit is completed.
The City may audit the District's expenditures made with the revenue paid under Section
4.02, solely to determine whether the expenditures have been made by the District in accordance
with Section 4.04. Any audit shall be made at the City's sole cost and expense and may be
performed at any time during regular business hours by the City's internal auditors or an
independent auditing firm on 30 days' written notice to the District. For the purpose of any
audits, the District shall maintain and make available to the City or its representatives all books,
records, documents and other evidence of accounting procedures or practices in whatever form
maintained. sufficient to reflect the expenditure of all tax revenues that are paid to the District
pursuant to this Agreement.
ARTICLE V. SERVICES PROVIDED BY THE DISTRICT
Section 5.01 Water, Sewer and Drainage Services.
The District shall continue to develop, to own, and to operate and maintain a water,
wastewater, and drainage system in the District and the Tract. Further, as consideration of the
receipt of funds from the City as described in this Agreement, the District shall take one or a
combination of the following actions for the benefit of the District, its Landowners and
Residents:
Strategic Partnership Agreement, Page 6
I Accelerate the development of the water, wastewater and drainage system in the
•
District (including the Tract) as necessary to encourage private investment in new
construction in the District;
2. Accelerate reimbursements to developers for eligible infrastructure development
to encourage such development in the District;
3. Lower the overall property tax rate of the Landowners to encourage additional
investment and development within the District;
4. Perform other District functions that might otherwise be diminished, curtailed,
abbreviated or delayed by financial limitations.
0
The District agrees to operate and maintain water, wastewater, and drainage service at the
same level as the District has operated and maintained them before the Implementation Date;
provided that upon development of the Tract, the District shall provide a uniform level of
services in the Tract as in other developed areas within the District. The City may periodically
inspect the District's water, wastewater, and drainage facilities.
ARTICLE VI. SERVICES PROVIDED BY THE CITY
Section 6.01. Enforcement of Applicable Ordinances
The City shall apply and enforce the City's Applicable Ordinances within the Tract as
more particularly provided in Section 3.01 of this Agreement.
Section 6.02. Utility Services.
The City shall provide water and/or wastewater (or sewer utility) services to the District
only to the extent it is obligated to do so under the agreement entitled "Water Supply and Waste
Disposal Agreement between the City of Baytown, Texas, and Chambers County Municipal
Utility District No. 1," dated the 4th day of March, 1996, as last amended on the 4th day of June,
2004; provided, however, notwithstanding anything to the contrary stated therein, the City shall
provide such services to the Tract even if the Tract is developed for commercial purposes. It is
expressly understood and agreed, however, that nothing contained herein shall be construed so as
to require the City to provide wastewater (or sewer utility) services to any part of the Pine
Meadows subdivision.
Section 6.03. No Further Services
The Parties expressly understand and agree that the City will only provide those services
listed in Sections 6.01 and 6.02 during the term of this Agreement. The City shall have no
obligation to provide or extend any City municipal services not expressly agreed to herein.
Strategic Partnership Agreement Page 7
ARTICLE VII. FULL - PURPOSE ANNEXATION
•
Section 7.01. No Full Purpose Annexation During Term of Agreement
.7
The City agrees that it will not annex all or part of the District or commence any action to
annex all or part of the District for full purposes during the term of this Agreement, except by
mutual agreement of the Parties.
Section 7.02. Full Purpose Annexation Option at Termination of Agreement
On or before the third month prior to the expiration of the term or any extended term
hereof, the City Manager shall evaluate whether the City should negotiate a new strategic
partnership agreement with the District, annex the District for full purposes upon the termination
of this Agreement, or allow this Agreement to expire. The City Manager shall make a
recommendation to the City Council regarding the negotiation of a new strategic partnership
agreement, the full- purpose annexation of the District, br the expiration of this Agreement. If the
City Manager recommends that the City negotiate a new strategic partnership agreement or
annex the District and the City Council approves such recommendation, the City shall begin
proceedings to enter into a new strategic partnership agreement or to annex the District for full
purposes at the end of the term of this Agreement as applicable. If the City Manager
recommends that the City neither negotiate a new strategic partnership agreement nor annex the
District for full purposes, and the City Council agrees or if the City Council rejects the City
Manager's recommendation to negotiate a new strategic partnership agreement or to annex the
District for full purposes, the City may begin proceedings to disannex the Tract for limited
purposes if authorized under the applicable provision of the Local Government Code. If the City
decides to disannex the Tract, the City may institute proceedings to accomplish such
disannexation to be effective upon the termination of this Agreement.
ARTICLE VIII. BREACH, NOTICE AND REMEDIES
8.01. Notice of District's Default
A. The City shall notify the District in writing of an alleged failure by the District to
comply with a provision of this Agreement, describing the alleged failure with reasonable
particularity. The District shall, within 30 days after receipt of the notice or a longer period of
time as the City may specify in the notice, either cure the alleged failure or, in a written response
to the City, either present facts and arguments in refutation or excuse of the alleged failure or
state that the alleged failure will be cured and set forth the method and time schedule for
accomplishing the cure.
B. The City shall determine (1) whether a failure to comply with a provision has occurred;
(ii) whether the failure is excusable; and (iii) whether the failure has been cured or will be cured
by the District. The District shall make available to the City, if requested, any records,
documents or other information necessary to make the determination.
Strategic Partnership Agreement Page 8
C. If the City determines that the failure has not occurred, or that the failure either has
been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to
the City, or that the failure is excusable, the determination shall conclude the investigation.
D. If the City determines that a failure to comply with a provision has occurred and that
the failure is not excusable and has not been or will not be cured by the District in a manner and
in accordance with a schedule reasonably satisfactory to the City, then the City may exercise the
applicable remedy under Section 8.03(A).
Section 8.02. Notice of City's Default
A. The District shall notify the City Manager in writing specifying any alleged failure by
the City to comply with a provision of this Agreement, describing the alleged failure with
reasonable particularity. The City shall, within 30 days after receipt of the notice or the longer
period of time as the District may specify in the notice, either cure the alleged failure or, in a
written response to the District, either present facts and arguments in refutation or excuse of the
alleged failure or state that the alleged failure will be cured and set forth the method and time
schedule for accomplishing the cure.
B. The District shall determine (i) whether a failure to comply with a provision has
occurred; (ii) whether the failure is excusable; and (iii) whether the failure has been cured or will
be cured by the City. The City shall make available to the District, if requested, any records,
documents or other information necessary to make the determination.
C. If the District determines that the failure has not occurred, or that the failure either has
been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to
the District, or that the failure is excusable, the determination shall conclude the investigation.
D. If the District determines that a failure to comply with a provision has occurred and
that the failure is not excusable and has not been or will not be cured by the City in a manner and
in accordance with a schedule reasonably satisfactory to the District, then the District may
exercise the applicable remedy under Section 8.03(B).
Section 8.03. Remedies
A. If the City determines that the District has committed a breach of this Agreement, the
City may, and the District explicitly recognizes the City's right to, terminate service under this
Agreement and to seek all remedies at law or in equity necessary to enforce the provision(s)
violated. Termination of service pursuant to this article shall not limit the City's remedies at law
or in equity.
B. If the District determines that the City has committed a breach of this Agreement, the
District may file suit in a court of competent jurisdiction in Harris County, Texas, and seek any
relief available at law or in equity, including, but not limited to, an action under the Uniform
is Declaratory Judgment Act in addition to the monetary awards as may be appropriate.
Strategic Partnership Agreement, page 9
• ARTICLE IX. BINDING AGREEMENT, TERM, AND AMENDMENT
Section 9.01. Beneficiaries
This Agreement binds and inures to the benefit of the Parties, their successors and
assigns, as well as special districts created by the City and imposing a sales and use tax within
that portion of the City lying within Chambers County. The District shall record this Agreement
with the County Clerk in Official Records of Chambers County, Texas. This Agreement binds
each owner and each future owner of land included within the Tract in accordance with
Subsection (c) of the Act.
Section 9.02. Term
This Agreement commences and binds the Parties on the Effective Date and continues
until March 3, 2021, unless earlier terminated. This Agreement shall be automatically extended
for additional five (5) year terms unless either party gives written notice of termination three
months prior to the date of any such automatic extension. However, both parties expressly
understand and agree that should any portion of the property involved in this Agreement become
annexed by the City of Baytown for full purposes, this Agreement may terminate with respect to
such area at the sole option of the City.
Section 9.03. Amendment
The Parties by mutual consent may amend the terms and conditions of this Agreement
at any time.
ARTICLE X. MISCELLANEOUS PROVISIONS
Section 10.01.Force Majeure.
In the event any party is rendered unable, wholly or in part, by force majeure to carry out
any of its obligations under this Agreement, it is agreed that on such party's giving notice and
full particulars of such force majeure in writing or by telegraph to the other party as soon as
possible after the occurrence of the cause relied upon, then the obligations of the party giving
such notice, to the extent it is affected by force majeure and to the extent that due diligence is
being used to resume performance at the earliest practicable time, shall be suspended during the
continuance of any inability but for no longer period. Such cause shall as far as possible be
remedied with all reasonable dispatch.
The term "force majeure" as used herein, shall include, but not be limited to acts of God,
strikes, lockouts or other industrial disturbances, acts of the public enemy, war, blockades,
insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, storms, floods,
washouts, droughts, tornadoes, hurricanes, arrests and restraints of governments and people,
Strategic Partnership Alzreement, Page 10
® explosions, breakage or damage to machines or pipelines and any other inabilities of either party,
whether similar to those enumerated or otherwise and not within the control of the parties
claiming such inability, which by the exercise of due diligence and care such party could not
have avoided.
It is understood and agreed that the settlement of strikes or lockouts shall be entirely
within the discretion of the party having the difficulties, and the above - referenced requirement
that any force majeure be remedied with all reasonable dispatch shall not require the settlement
of strikes or lockouts by acceding to demands of the opposing party when such course is
inadvisable in the discretion of the party having the difficulty.
Section 10.02. Approval.
Whenever this Agreement requires or permits approval or consent to be hereinafter given
by any party, such approval or consent shall not be unreasonably withheld. Such approval or
consent on behalf of a party shall be evidenced by an ordinance or resolution adopted by the
governing body of the party, or by an appropriate certificate executed by a person, firm or entity
previously authorized to determined and give such approval or consent on behalf of the party
pursuant to an ordinance or resolution adopted by the governing body, unless stated otherwise
herein.
Section 10.03. Notice
Any formal notices or other communications ( "Notice ") required to be given by one
Party to another by this Agreement shall be given in writing addressed to the Party to be notified
at the address set forth below for such Party, (1) by delivering the same in person, (ii) by
depositing the same in the United States Mail, certified or registered, return receipt requested,
postage prepaid, addressed to the Party to be notified, (iii) by depositing the same with Federal
Express or another nationally recognized courier service guaranteeing "next day delivery,"
addressed to the Party to be notified, or (iv) by sending the same by telefax with confirming copy
sent by mail. Notice deposited in the United States mail in the manner herein above described
shall be deemed effective from and after the date of such deposit. Notice given in any other
manner shall be effective only if and when received by the Party to be notified. For the purposes
of notice, the addresses of the Parties, until changed as provided below, shall be as follows:
All Notices required or permitted hereunder shall be in writing and shall be served on the
Parties at the following address:
City: City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, Texas 77522
District: Chambers County Municipal Utility District No
Young & Brooks
1415 Louisiana, 5th Floor
Houston, TX 77002
® Fax: (713) 951 -9605
Strategic Partnership Agreement, Page I I
The Parties shall have the right from time to time to change their respective addresses,
and each shall have the right to specify as its address any other address within the United States
of America by giving at least five days written notice to the other Parties. • If any date or any
period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable
period for calculating the notice shall be extended to the first business day following such
Saturday, Sunday or legal holiday.
Section 10.04. Time
Time is of the essence in all things pertaining to the performance of this Agreement.
Section 10.05. 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 10.06. Waiver
Any failure by a Party hereto to insist upon strict performance by the other Party of any
material provision of this Agreement shall not be deemed a waiver thereof or of any other
provision hereof, and such Party shall have the right at any time thereafter to insist upon strict
performance of any and all of the provisions of this Agreement.
Section 10.07. Applicable Law and Venue
The construction and validity of this Agreement shall be governed by the laws of the
State of Texas without regard to conflicts of law principles. Venue shall be in Harris County,
Texas.
Section 10.08. Reservation of Rights
To the extent not inconsistent with this Agreement, each Party reserves all rights,
privileges, and immunities under applicable laws.
Section 10.09. Further Documents
The Parties agree that at any time after execution of this Agreement, they will, upon
request of another Party, execute and deliver such further documents and do such further acts and
things as the other Party may reasonably request in order to effectuate the terms of this
Agreement.
Strategic Partnership Agreement, Page 12
• Section 10.10. Incorporation of Exhibits and Other Documents by Reference
All Exhibits and other documents attached to or referred to in this Agreement are
incorporated herein by reference for the purposes set forth in this Agreement.
0
Section 10.11. Effect of State and Federal Laws
Notwithstanding any other provision of this Agreement, the District shall comply with all
applicable statutes, rules, regulations, and ordinances of the United States and the State of Texas,
Chambers County as well as the City , as such statutes, rules, regulations and ordinances now
exist or as may be hereinafter amended.
Section 10.12. Entire Agreement
This Agreement, including the exhibits hereto, contains all the agreements between the
parties hereto with respect to the strategic partnership and may not be modified orally or in any
other manner other than by an agreement in writing, signed by all the parties hereto or their
respective successors in interest.
Section 10.13. Headings
The headings as to contents or particular articles or sections herein are inserted only for
convenience, and they are in no way to be construed as a part of this Agreement or as a limitation
on the scope of the particular sections to which they refer.
Section 10.14. 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.
Section 10.15. Agreement Read
The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Agreement. It is specifically agreed and understood by the parties
hereto, that the Water Supply and Waste Disposal Agreement between the City and the District is
hereby superseded by this Agreement and shall have no further force and effect.
Section 10.16. 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.
Strategic Partnership Agreement, Page 13
® Section 10.17. Authority for Execution
The City hereby certifies, represents, and warrants that the execution of this Agreement is
duly authorized and adopted in conformity with the City Charter and City Ordinances. The
District hereby certifies, represents, and warrants that the execution of this Agreement is duly
authorized and adopted by the Board.
IN WITNESS WHEREOF, the parties have executed this Agreement in multiple copies,
each of which shall be an original, as of the date signed by the City Manager of the City of
Baytown.
CHAMBERS COUNTY MUNICIPAL
UTILITY DISTRICT NO. 1
By:
Signature
Printed Name
Title
ATTEST:
By:
Signature
Printed Name
Title
STATE OF TEXAS
§
COUNTY OF HARRIS
§
This instrument was acknowledged before me this day of , 20_,
by , as President, and , as Secretary,
of Chambers County Municipal Utility District No. 1, a political subdivision of the State of
Texas, on behalf of said political subdivision.
Notary Public in and for the State of Texas
® (NOTARY SEAL)
Strategic Partnership Agreement, Page 14
•
CITY OF BAYTOWN, TEXAS
IIn
ATTEST:
Gary W. Smith, City Clerk
APPROVED AS TO FORM:
Ignacio Ramirez, Sr., City Attorney
STATE OF TEXAS §
§
COUNTY OF HARRIS §
Gary Jackson, City Manager
This instrument was acknowledged before me this day of , 20_, by
Gary Jackson, as City Manager of the City of Baytown, Texas, a municipal corporation, on
behalf of said municipal corporation.
Notary Public in and for the State of Texas
0 RAIgnacio Ramirez\SPAlChambers County MUD l- SPAfinal.doc
Strate is Partnership A reement Page 15