Ordinance No. 10,611ORDINANCE NO. 10,611
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AN INTERLOCAL AGREEMENT WITH
CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 FOR THE
TRANSFER OF WATER DISTRIBUTION AND SANITARY SEWER
COLLECTION LINES; 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 Interim City Manager to execute an interlocal agreement with Chambers County
Improvement District No. 1 for the transfer of water distribution and sanitary sewer collection
lines. Said agreement is attached 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 fi/te of the City Council of the
City of Baytown this the 22nd day of May, 2007.
ATT
STEPHENTr DONCARLOS, Mayor
LO
APPROVED AS TO FORM:
*TGNACIO RAMIREZ, SR.,Qty Attorney
R:\Karcii\Kilcs\CityCouncil\Ordinances\2007\May22\CCIDIntcrlocalAgrccnicntOrdina×¥
INTERLOCAL AGREEMENT FOR TRANSFER
OF WATER DISTRIBUTION AND SANITARY SEWER COLLECTION LINES
BY AND BETWEEN
CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1
AND
CITY OF BAYTOWN
STATE OF TEXAS §
§
COUNTY OF CHAMBERS §
This Interlocal Agreement (hereinafter called the "Agreement") is made and entered into
as of this day of , 20 , by and between Chambers County Improvement
District No. 1 (the "District"), a body politic and corporate and a political subdivision of the State
of Texas, operating pursuant to Chapter 566, Act of the 73rd Legislature of the State of Texas,
and the City of Baytown, Texas (the "City"), a municipal corporation and home rule city of the
State of Texas:
WITNESSETH:
RECITALS
WHEREAS, U. S. Steel Corporation or a related entity constructed certain water
distribution lines and appurtenances and sanitary sewer collection lines and appurtenances as
reflected on Exhibit A (hereinafter referred to as the "Facilities"), which Facilities were
connected to and incorporated in the City's water and sanitary sewer system for the purpose of
providing service to customers within the District and Cedar Crossing Industrial Park; and
WHEREAS, Cedar Crossing, LP, a Texas limited partnership, has acquired the assets of
Cedar Crossing Industrial Park and the majority of land in the District from U. S. Steel
Corporation and is successor in interest to U. S. Steel Corporation; and
WHEREAS, the District proposes to acquire the Facilities and assume the obligation to
provide water and sewer service to all customers within the boundaries of the District; and
WHEREAS, the District has designed a water repressurization station and proposes to
purchase water from the City to be repressurized and delivered to customers within the District
through the water Facilities to be acquired and identified as Texas Commission on
Environmental Quality ("TCEQ") Water System I.D. Number 0360125; and
Interlocal Agreement. Page I
WHEREAS, the District has designed and will construct a wastewater treatment and
disposal plant and pursuant to Texas Commission on Environmental Quality permit no.
WQ0014661001, to allow the District to collect and treat waste from all customers within the
District; and
WHEREAS, in order for the District to assume the obligation of providing service within
its boundaries, it is necessary and appropriate for the Facilities to be transferred by the City to the
District upon satisfaction of the terms contained in this Agreement.
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations and benefits in
this Agreement, including the assumption of the obligation to operate and maintain the Facilities
and provide water and sanitary sewer service to all customers within the boundaries of the
District, the District and the City contract and agree as follows:
A. CONSTRUCTION OF FACILITIES
The District agrees to construct a wastewater treatment plant with an initial capacity of
240,000 gallons per day on the site approved by the City's City Manager and having a discharge
point as reflected on Exhibit B. The construction of the wastewater treatment plant shall
commence on or before August 1, 2007, and shall be completed on or before April 1,2009. The
District agrees to construct a water repressurization station on the site reflected on Exhibit B and
will install a backflow prevention system, master meter and vault at Point A on Exhibit B. The
construction of the water repressurization station shall commence on or before August 1, 2007,
and shall be completed on or before April 1,2009. All meters and facilities herein required to be
constructed and/or installed shall conform to the City's specifications. Prior to awarding a
contract for construction of the wastewater treatment plant, water repressurization station,
backflow prevention system, master meter, vault and related appurtenances, plans for the
Facilities shall be submitted to the City of Baytown for approval, which approval shall not be
unreasonably withheld or delayed. The City shall have the right to inspect construction as it
progresses on all Facilities.
B. TRANSFER OF FACILITIES
After (i) certification by the District's engineer that the water repressurization station,
backflow prevention device and water meter have been completed and are operational, (ii)
inspection and approval in writing by the City's engineer, and (iii) the City's receipt of the
reimbursement as specified in Subsection D hereinbelow, the City shall transfer its interests by
quitclaim deed, in the form attached hereto as Exhibit C, the water lines and appurtenances on
the District's side of the meter. After (i) certification by the District's engineer that the
wastewater treatment plant is complete and operational, (ii) inspection and approval in writing by
the City's engineer, and (iii) the City's receipt of the reimbursement as specified in Subsection D
hereinbelow, the City shall transfer its interests by quitclaim deed in the form attached hereto as
Exhibit D, all wastewater collection lines and appurtenances (including lift stations) within the
Interlace! Agreement. Page 2
boundaries of the District. All costs related to the necessary connection for the District to assume
the responsibility for provision of water service in the District and all costs related to rerouting or
disconnection of sanitary sewer service from the City to allow the District to provide sanitary
sewer service in the District shall be borne by the District. Furthermore, any damage done to the
City's systems during the rerouting or disconnection of services shall be borne by the District
and shall be paid within thirty (30) days of a demand therefor by the City.
C. PURCHASE OF WATER
The District will purchase water from the City following transfer of the water facilities as
set forth in paragraph B above, upon the terms and conditions specified in the Water Supply
Agreement between the City and the District of even date herewith.
D. CITY REIMBURSEMENT
The District will reimburse the City in the amount of NINETY-EIGHT THOUSAND
NINE HUNDRED TWENTY AND NO/100 DOLLARS ($98,920.00) for the cost of the design
and construction of the water line and sewer line extensions along East Greenwood Road, which
Facilities will be transferred to the District pursuant to this Agreement. The transfer of the
Facilities as provided for in Subsection B hereinabove is expressly contingent upon the payment
of this reimbursement cost.
E. ANNEXATION
In the event the City annexes all or a portion of the District, the District acknowledges
and agrees that the City shall have the right to use the Facilities transferred pursuant to this
Agreement to provide water and sewer service to the annexed area at no cost to the City and/or
the City may require the District to continue to provide water and sewer services in the annexed
area on behalf of the City to customers within such area. Should the City require the District to
provide services in the annexed area, the District shall bill the customers in the annexed area for
utility usage in accordance with the City's water and sewer rate ordinance and the City will
invoice the District for such amount. The transfer of the Facilities as provided for in Subsection
B hereinabove is subject to this reservation of right.
F. CONSENT TO SERVICE
The Parties acknowledge that the City has a Certificate of Convenience and Necessity
issued by the Texas Commission on Environmental Quality ("TCEQ") for the provision of water
and sanitary sewer service within the District. The City hereby consents to the provision of water
and sewer service by the District to the area within the boundaries of the District and agrees to
execute such documents as are necessary to demonstrate the City's consent to a dual certification
Interlocal Agreement. Page 3
to the TCEQ. Nothing herein shall be construed to require the City to relinquish all or part of its
certificate of convenience and necessity for the area within the District.
G. TERMINATION
If the District shall at any time fail or refuse to comply with or carry out any of the
conditions contained in this Agreement or in the Water Services Agreement between the parties
and such failure or refusal shall continue for a period of thirty (30) days after written demand for
such performance or compliance, the City, may, at its election, without notice forthwith revoke
and terminate this Agreement by delivering "Notice of Termination" to Grantee. Upon receipt of
"Notice of Termination," the District, its successors and assigns, shall upon request, forthwith
cease using the Facilities herein transferred and deliver to the City an executed and recordable
document, acceptable in form and content to the City, evidencing the District's transfer of its
interest in the Facilities to the City. In the event of termination, the District shall not be entitled
to any refund or reimbursement of costs from the City.
H. FORCE MAJEURE
If force majeure prevents either party hereto from performing any of its obligations under
this Agreement, in whole or in part, then the obligations of such party, to the extent affected by
such force majeure, shall be suspended during the continuance of any inability so long as such
party is exercising due diligence to resume performance at the earliest practicable time. As soon
as reasonably possible after occurrence of the force majeure relied upon, the party whose
contractual obligations are affected thereby shall give notice and full particulars of such force
majeure to the other party. The term "Force Majeure," as used herein, shall include, without
limitation of the generality thereof, acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind of the government of the United States
or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides,
lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of
government and people, civil disturbances, explosions, breakages or accidents to machinery,
pipelines or canals, partial or entire failure of water supply, and any other inabilities of either
party, whether similar to those enumerated or otherwise, which are not within the control of the
party claiming such inability, and which such party could not have avoided by the exercise of
due diligence and care.
I. NO ADDITIONAL WAIVER IMPLIED
No waiver or waivers of any breach or default (or any breaches or defaults) by either
party hereto of any term, covenant, condition, or liability hereunder, or of performance by the
other party of any duty or obligation hereunder, shall be deemed or construed to be a waiver of
subsequent breaches or defaults of any kind, under any circumstances.
Interlocal Agreement. Page 4
J. ADDRESSES AND NOTICE
Unless otherwise provided in this Agreement, any notice, communication, request, reply,
or advice (herein severally and collectively, for convenience, called "Notice") herein provided or
permitted to be given, made, or accepted by either party to the other must be in writing and may
be given or be served by depositing the same in the United States mail postpaid and registered or
certified and addressed to the party to be notified, with return receipt requested, or by delivering
the same to an officer of such party addressed to the party to be notified. Notice deposited in the
mail in the manner hereinabove described shall be conclusively deemed to be effective, unless
otherwise stated in this Contract, from and after the expiration of four (4) days after it is so
deposited. Notice given in any other manner shall be effective only if and when received by the
party to be notified. For the purpose of notice, the addresses of the parties shall, until changed as
hereinafter provided, be as follows:
If to the District, to:
Chambers County Improvement District No. 1
c/o Smith, Murdaugh, Little & Bonham, L.L.P.
1100 Louisiana Street, Suite 400
Houston, Texas 77002
IftotheCity.to:
CityofBaytown
Attn: City Manager
2401 Market Street
Baytown, Texas 77520
The parties shall have the right from time to time and at any time to change their
respective addresses and each shall have the right to specify any other address by at least three
(3) days' written notice to the other party.
K. MODFICATION
This Agreement shall be subject to change or modification only in writing and with the
mutual consent of the parties.
L. ASSIGNMENT
It is expressly agreed that neither party may sell, assign, or transfer any of its rights or
obligations under this Agreement in whole or in part during the term hereof.
M. SEVERABILITY
The provisions of this Agreement are severable, and if any provision or part of this
Agreement or the application thereof to any person or circumstance shall ever be held by any
Interlocal Agreement Page 5
court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of
this Agreement with respect to other persons or circumstances shall not be affected thereby.
N. MERGER
Other than the Water Supply Agreement between the parties referenced herein, this
Agreement constitutes the entire agreement between the parties relative to the subject matter
hereof. There have been and are no agreements, covenants, representations or warranties
between the parties other than those stated or provided for herein.
O. TERM
This Agreement shall have a term of twenty (20) years from the date first written above.
The Agreement shall continue from year to year thereafter unless the District has been dissolved.
P. NO ARBITRATION
Notwithstanding anything to the contrary contained in this Agreement, the City and District
hereby agree that no claim or dispute between the City and 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, District consents to be joined in the
arbitration proceeding if District's presence is required or requested by the City of complete relief to be
recorded in the arbitration proceeding.
Q. NO 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.
R. RELEASE
By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly
revokes any consent to litigation that it may have granted by the terms of this Contract or any other
contract or agreement, any charter, or applicable state law. Nothing contained herein shall be construed
in any way so as to waive in whole or part the City's sovereign immunity. The District assumes full
responsibility for its work performed hereunder and hereby releases, relinquishes and discharges the City,
its officers, agents, and employees from all claims, demands, and causes of action of every kind and
character, including the cost of defense thereof, for any injury to or death of any person (whether they be
either of the parties hereto, their employees, or other third parties) and any loss of or damage to property
Interiocal Agreement. Page 6
(whether the property be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with District's obligations
hereunder. This release shall apply with respect to the District's obligations regardless of whether said
claims, demands, and causes of action are covered in whole or in part by insurance.
S. 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
parties agree that venue shall be in Harris County, Texas.
T. INTERPRETATION
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.
U. INDEPENDENT CONTRACTOR
The relationship of the District to the City shall be that of an independent contractor. The City
shall have no authority to direct the day-to-day activities of any of the District's personnel decisions, and
shall have no other rights to internal working papers or other information or data than the City would have
to any other independent contractor providing specific services.
V. 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 District for any failure to perform its obligations under this
Agreement.
W. 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.
X AUTHORITY.
The officers executing this Agreement on behalf of the parties hereby represents that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
Interlocal Agreement. Page 7
Y. AGREEMENT READ
The parties acknowledge that they have read, understand and intend to be bound by the terms and
conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, as of the date and year first written
above.
CHAMBERS COUNTY IMPROVEMENT
DISTRICT NCtl
ATTEST:
Secretary
ATTEST:
LORRICOODY, City Clerk
APPROVED AS TO FORM:
CrrYOFBAYTOWN
STEPHEN H. DONCARLOS, Mayor
IGNACIO RAMIREZ, SR-, City Attorney
Interlocal Agreement. Page 8
b Bury-rPartners
[KQINdlINO SOIUIIONS
EXISTING WATER DISTRIBUTION SYSTEM
SERVING
CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1
CHAMBERS COUNTY
EXHIBIT A
Item: m rOutnBy I Unit]
ytater Distribution
Lino 1-1S92/FM 1405/East Greenwood Line
12-lnch AWWA C-900 PVC Water Lino 2.880 LF
12-Inch Gate Valve w/ Box 4 EA
6-Inch Gate Valve w/Box 3 EA
Flushing Valve s **
Line 2-1988/Codar Blvd Loop
12.|nchAWWAC-900PVC Water Line 6.440 LF
8-Inch AWWA C-900 PVC Water Une 1 -600 LF
12-Inch Gate Valve w/ Box 6 EA
8-Inch Gate Valve w/ Box 1 EA
6-Inch Gate Valve w/ Box 21 EA
Flushing Valve _^__ 21 eA
Lino 3-2001 Codar Crosaing Blvd. to Home Dopot
16-lnch AWWA C-900 PVC Water Line 2^» LF
16-Inch Gate Valve w/Box ' LF
12-Inch Gate Valve w/ Box 2 EA
Ltne4-1994Soapac
12-lnch AWWA C-900 PVC Water Une 792 LF
12-Inch Gate Valve w/ Box 1 1* 6-tnch Gate Valve wrf Box ' E*
Flushing Valve 1 EA
LinoS-1989/Spur5S
12-tnch AWWA C-9C0 PVC Water Line 5.010 LF
12-Inch Gate Valve w/ Box 3 EA
6-lnch Gate Valve w/Box 3 EA
Une 6* W. Greenwood
12-Inch AWWA C-900 PVC Water Line
8-Inch AWWA C-900 PVC Water Une
12-Inch Gate Valve w/ Sox
8-Inch Gale Valve w/Box
6-lnch Gate Valve w/ Box
12"x12" TS&V
EXISTING WASTEWATER DISTRIBUTION SYSTEM
SERVING
CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1
CHAMBERS COUNTY
EXHIBIT A
Item: | Quantity | Unit I
Wastewater Distribution
Lira 1-1992/FM 140SfEast Greenwood Line 6-lnch Force Main 2-19? & UftStalion#2 , __ ] sL
Line 2-1988/Cedar Blvd. Loop
12-Inch PVC Sewer (ff-101 Deep) 7915 LF
Line 3-2001 Cedar Crossing Blvd. to Homo Depot
4-Inch PVC Force Main 2AW )f Lift Station 03 , . __ 3 E2_
Una4-1994Seapoc
12-lnch PVC Sewer (ff-101 Deep) »^ \*
10-Inch PVC Sewer (8'-10' Deep) _, 10° ""
LinaS-19S9/SpurSS ^n4n 6-Inch Force Main s-01° f*
Lift Station SI . 1 SL
Line 6-W. Greenwood 12-lnch PVC Sower(i<M2-Desp) 1-750 LF
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11/-MI EXHIBIT "C
QUIT CLAIM
CONVEYANCE OF WATER FACILITIES
AND RELEASE OF INTEREST
STATE OF TEXAS §
COUNTY OF CHAMBERS §
This Conveyance of Water Facilities and Release of Interest ("Conveyance"), is effective
as Of this day of , 2007, by THE CITY OF BAYTOWN,
TEXAS, a home rule city ("Grantor") to CHAMBERS COUNTY IMPROVEMENT
DISTRICT NO. 1, a political subdivision of the State of Texas ("Grantee" or "District").
WITNESSETH:
For and in consideration of the assumption by Grantee of the legal obligation to provide
water service to all customers within the boundaries of the District, including maintenance and
operation of the Facilities (as hereinafter defined) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor hereby GRANTS, SELLS,
TRANSFERS, and CONVEYS to Grantee, its successors and assigns, all of its right, title and
interest in and to all water distribution lines, valves, and appurtenances related to such water
lines, including but not limited to all sites, easements, permits, licenses and privileges which lie
within the boundaries of the Grantee as reflected on Exhibit A attached hereto (the "Facilities").
Grantee accepts the Facilities as is and where is on the date of this conveyance.
TO HAVE AND TO HOLD said Facilities, together with all and singular the rights and
•privileges thereto belonging, unto Grantee, its successors and assigns, forever.
Further, Grantor does hereby RELEASE, TRANSFER, TERMINATE AND FOREVER
RELINQUISH to the District any and all claims, interests, rights, title and benefits, of whatever
nature or kind, that Grantor may have to the Facilities, but not otherwise. The Grantor hereby
conveys only such interest as Grantor may have in the Facilities and makes no warranty of title
to any Facilities hereby conveyed.
94095-002 U7146V1
CITY OF BAYTOWN, TEXAS
Stephen H. DonCarlos, Mayor
ATTEST:
Lorri Coody, City Secretary
STATE OF TEXAS §
§
COUNTY OF CHAMBERS §
This instrument was acknowledged before me on this day of
, 2007 by Stephen H. DonCarlos, the Mayor of the City of Baytown,
Texas, for purposes intended.
Notary Public in and for
the State of Texas
AFTER RECORDING, RETURN TO:
SMITH, MURDAUGH, LITTLE & BONHAM. L.L.P.
1100 Louisiana Street, Suite 400
Houston, Texas 77002
94095-002 I47J46V1
"TV» EXHIBIT "D
QUIT CLAIM
CONVEYANCE OF SANITARY SEWER FACILITIES
AND RELEASE OF INTEREST
STATE OF TEXAS §
COUNTY OF CHAMBERS §
This Conveyance of Sanitary Sewer Facilities and Release of Interest ("Conveyance"), is
effective as of this day of , 2007, by THE CITY OF
BAYTOWN, TEXAS, a home rule city ("Grantor") to CHAMBERS COUNTY
IMPROVEMENT DISTRICT NO. 1, a political subdivision of the State of Texas ("Grantee"
or "District").
WITNESSETH:
For and in consideration of the assumption by Grantee of the legal obligation to provide
sanitary sewer service to all customers within the boundaries of the District, including
maintenance and operation of the Facilities (as hereinafter defined) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby
GRANTS, SELLS, TRANSFERS, and CONVEYS to Grantee, its successors and assigns, all of
its right, title and interest in and to all sewer collection lines and facilities, manholes, and
appurtenances related to such sewer lines, including but not limited to all sites, easements,
permits, licenses and privileges which lie within the boundaries of the Grantee as reflected on
Exhibit A attached hereto (the "Facilities"). Grantee accepts the Facilities as is and where is on
the date of this conveyance.
TO HAVE AND TO HOLD said Facilities, together with all and singular the rights and
privileges thereto belonging, unto Grantee, its successors and assigns, forever.
Further, Grantor does hereby RELEASE, TRANSFER, TERMINATE AND FOREVER
RELINQUISH to the District any and all claims, interests, rights, title and benefits, of whatever
nature or kind, that Grantor may have to the Facilities, but not otherwise. The Grantor hereby
conveys only such interest as Grantor may have in the Facilities and makes no warranty of title
to any Facilities hereby conveyed.
94095-002 147147V1
CITY OF BAYTOWN, TEXAS
Stephen H. DonCarlos, Mayor
ATTEST:
Lord Coody, City Secretary
STATE OF TEXAS §
§
COUNTY OF CHAMBERS §
This instrument was acknowledged before me on this day of
, 2007 by Stephen H. DonCarlos, the Mayor of the City of Baytown,
Texas, for purposes intended.
Notary Public in and for
the State of Texas
AFTER RECORDING, RETURN TO:
SMITH, MURDAUGH, LITTLE & BONHAM, L.L.P.
1100 Louisiana Street, Suite 400
Houston, Texas 77002
94095-002 I47M7V1