Ordinance No. 10,774ORDINANCE NO. 10,774
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A
WASTEWATER TRANSPORT AGREEMENT WITH SPRING MEADOWS
MUNICIPAL UTILITY DISTRICT FOR THE TEMPORARY SERVICE TO
GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT'S
MEMORIAL HIGH SCHOOL; 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
the City Manager to execute a Wastewater Transport Agreement with Spring Meadows
Municipal Utility District for the temporary service to Goose Creek Consolidated Independent
School District's Memorial High School. A copy of said agreement is attached hereto as Exhibit
"A," and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to
Spring Meadows Municipal Utility District in the amount of THIRTY-SIX THOUSAND ONE
HUNDRED SIXTY-FIVE AND 34/100 DOLLARS ($36,165.34) in accordance with the
Agreement authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a
decrease or an increase in costs by TWENTY-FIVE THOUSAND AND NO/100 DOLLARS
($25,000.00) or less, provided that the amount authorized in Section 3 hereof may not be
increased by more than twenty-five percent (25%).
Section 4: This ordinance shall take effect immediately from and after its passage by
the City Council o£ihe City of Baytown.
INTRODUCED, READ and P-ASSED by the affirmative vdj/of the City Council of the
City of Baytown this the 13th day of December, 2007.
STEPHEN H. DONCARLOS7, Mayor
APPROVED AS TO FORM:
afc*^
RAMIREZ, SR., Ci» attorney
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WASTEWATER TRANSPORT AGREEMENT
STATE OF TEXAS §
§
COUNTY OF HARRIS §
This Agreement is made and entered into as of the date herein last specified by and between
the City of Baytown, Texas, a municipal corporation and home-rule city which is principally located
in Harris County, Texas, (the "City"), and Spring Meadows Municipal Utility District, Harris
County, Texas a body politic and corporate and a political subdivision of the State of Texas
organized under the provisions of Article XVI, Section 59 of the Texas Constitution and Chapters 49
and 54, Texas Water Code (the "District").
WHEREAS, the City owns, operates and maintains a waste collection, treatment and disposal
of waste plant and related equipment and facilities for the gathering, treatment and disposal of waste;
and
WHEREAS, the District owns a waste collection system serving its Service Area and
purchases from the City the treatment and disposal of waste generated within its Service Area; and
WHEREAS, the Goose Creek Consolidated Independent School District (the "School") is
constructing a new high school to be located at North Main and Wallisville Road which is adjacent
to the District's Service Area; and
WHEREAS, the property on which the school is located (the "School Property") is not
currently within the boundaries of any existing governmental entity which provides for the treatment
of Wastewater services; and
WHEREAS, the City is in the process of annexing the School Property and desires to provide
Wastewater service to the same; however, to do so, it is necessary for the City to acquire and
construct certain infrastructure, which cannot be completed in time for the School to open its new
high school in the Fall of 2008, as scheduled; and
WHEREAS, the District is willing to accept the flow of Wastewater from the School
Property, to transport the Wastewater through the District's System and discharge the same to the
City for proper treatment and discharge subject to the terms hereof; and
WHEREAS, the parties have determined that they are authorized to enter into this
Agreement by the Constitution and the laws of the State of Texas;
NOW THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained the parties hereto do mutually agree as follows:
Wastewater Transport Agreement. Page 1
EXHIBIT A
AGREEMENT
ARTICLE I
DEFINITIONS
The terms and expressions used in this Agreement, unless the context clearly shows
otherwise, and in addition to other defined terms herein, have the following meanings:
1.01 "City's System" shall mean the systems for the collection, transportation and
treatment of waste and any extensions thereof and additions thereto, currently serving or that may be
constructed to serve the City.
1.02 "Director" shall mean the Director of Engineering of the City of Baytown.
1.03 "District's System" shall mean the system for the collection and transportation of
waste, and any extensions thereof and additions thereto, to be constructed to serve the District,
including those lines and facilities necessary for the transportation of waste from dwellings and
buildings connected to the District's System to the point of interconnection with the City's System.
1.04 "Interconnection Facilities" shall mean those facilities necessary to connect the
School Property to the District's System.
1.05 "Point of Connection" shall mean the point at which the wastewater from the School
Property connects with the District's System, which point is shown on Exhibit "A," which is
attached hereto and incorporated herein for all intents and purposes.
1.06 "Wastewater" shall mean the liquid and water-carried domestic waste discharged for
sanitary conveniences of dwellings and buildings connected to a sanitary sewer collection system,
excluding industrial wastewater discharged into sanitary sewers and in which the average
concentration of total suspended solids is not more than 250 mg/1 and B.O.D. is not more than 250
mg/1.
ARTICLE II
DISTRICT'S OBLIGATIONS
2.01 District's System. The District shall own, operate and maintain at its sole cost and
expense, the District's System and will promptly repair any of its facilities so as to prevent leakage
or infiltration. Upon the effective date of this Agreement, the District shall have the right and
obligation to accept the flow of Wastewater from the School Property, to transport the Wastewater
through the District's System, and to discharge the same to the City for proper treatment and
discharge at the existing interconnection of the City's System and the District's System
Wastewater Transport Agreement. Page2
2.02 City's Plumbing Code. The District covenants and agrees to comply with the
City's current Plumbing Code and all amendments thereto for sanitary sewer facilities.
2.03 Delivery of and Title to Waste. Title to all waste to be treated hereunder shall
remain in a particular party so long as such waste remains on such party's side of the
Interconnection.
2.04 No Monthly Service Charge. The District shall not bill for Wastewater service to the
School Property, as there will be no monthly service charge assessed by the District for the services
to be provided herein.
ARTICLE III.
CITY'S OBLIGATIONS
3.01 Payment by the City. The Parties agree that for the services to be provided by the
District as specified in Article II hereof, the City shall pay to the District a one-time, lump sum fee
of THIRTY-SIX THOUSAND ONE HUNDRED SIXTY-FIVE AND 34/100 DOLLARS
($36,165.34). The City shall pay such amount within thirty (30) days of the effective date of this
Agreement.
3.02 Construction of Interconnection Facilities. The City shall design and construct, at its
sole cost, the Interconnect Facilities to connect the School Property to the District's System. The
design of the Interconnection facilities will be in compliance with all applicable laws and regulations
of the State, the City and all other governmental entities having jurisdiction over the project.
3.03 Point of Connection. The Point of Connection of the Interconnect Facilities shall be
in accordance with all regulations governing customer connections to public wastewater systems.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01 Term. Unless terminated earlier, this Agreement is in force and effect from the date
of execution hereof until the expiration of the five years after the effective date hereof.
4.02 Events of Default. A breach of this Agreement and/or an Event of Default, as
stated from time to time herein, shall constitute a basis for which the City may, and the District
explicitly recognizes the City's right to seek all remedies at law or in equity necessary to enforce the
provision(s) violated.
Wastewater Transport Agreement. Page3
4.03 Force Maieure. 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, 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.
4.04 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, and,
if finally given, shall be effective without regard to whether such approval or consent is given before
or after the time required herein.
4.05 Address 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 any party to the other must
be in writing and may be given or 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, or by prepaid telegram, when appropriate,
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 Agreement,
from and after the expiration of three (3) 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. However, in the event of service interruption or hazardous conditions, neither party will
delay remedial action pending the receipt of formal notice. For the purpose of notice, the address of
the parties shall, until changed as hereinafter provided, be as follows:
Waste water Transport Agreement. Page4
Ifto the City, to
Director of Engineering
City of Baytown
P.O. Box 424
Baytown, TX 77522
Fax:(281)420-6586
Ifto the District, to
Spring Meadows Municipal Utility District
c/o Young & Brooks
1415 Louisiana, Fifth Floor
Houston, TX 77002
(713)951-9605
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 as its address any other address, provided at least
fifteen (15) days' written notice is given of such new address to the other parties.
4.06 Assignabilitv. This Agreement shall bind and benefit the respective parties and their
legal successors and shall not be assignable in whole or in part by any party without first obtaining
written consent of the other party.
4.07 Regulatory Agencies. This Agreement shall be subject to all present and future valid
laws, orders, rules and regulations of the United States of America, the State of Texas, and of any
regulatory body having jurisdiction.
4.08 No Additional Waiver Implied. The failure of any party hereto to insist, in any
one or more instances, upon performance of any of the terms, covenants or conditions of this
Agreement, shall not be construed as a waiver or relinquishment of the future performance of any
such terms, covenants or conditions by any other party hereto, but the obligation of such other party
with respect to such future performance shall continue in full force and effect.
4.09 Modification. Except as otherwise provided herein, this Agreement shall be subject
to change or modification only with the mutual written consent of the parties hereto.
4.10 Parties in Interest. This Agreement shall be for the sole and exclusive benefit of
the parties hereto and shall no be construed to confer any rights upon any third party. The City shall
never be subject to any liability in damages to any customer of the District for any failure to perform
its obligations under this Agreement.
4.11 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,
Wastewater Transport Agreement. Pagc5
obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of
intent should arise.
4.12 Severability. The provisions of this Agreement are severable, and if any provision
or part of this Agreement or its application thereto to any person or circumstance shall ever be held
by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder
of this Agreement and the application of such provisions or part of this Agreement to other persons
or circumstances shall not be affected thereby.
4.13 Merger. This Agreement embodies the entire understanding and agreement
between the parties as to the District's acceptance of Wastewater from the School Property, and
there are no prior effective representations, warranties or agreements between the parties.
4.14 Construction of Agreement. The parties agree that this Agreement shall not be
construed in favor of or against any party on the basis that the party did or did not author this
Agreement.
4.15 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 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.
4.16 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.
4.17 Agreement Read. The parties acknowledge that they have read, understand and
intend to be bound by the terms and conditions of this Agreement.
4.18 Multiple Oriiiinals. 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 this
day of , 2007, the date of execution by the City Manager of the City of
Baytown.
DISTRICT
(Signature) (Date)
By:
(Printed Name)
(Title)
Wastewater Transport Agreement. Page6
CITY
GARRISON C. BRUMBACK (Date)
City Manager
City of Baytown, Texas
ATTEST:
LORRI COODY, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, , the undersigned notary public, on this day
personally appeared , in his/her capacity as of
Spring Meadows Municipal Utility District
known to me
proved to me on the oath of or
proved to me through his/her current
{description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person}
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed that instrument for the purposes and consideration therein expressed.
Wastewater Transport Agreement. Page7
Given under my hand and seal of office this day of , 2007.
Notary Public in and for the State of Texas
My commission expires:
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