Ordinance No. 14,720ORDINANCE NO. 14,720
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A COST -SHARE AGREEMENT WITH GATEWAY TEN
BUSINESS PARK, LLC, TO UPSIZE SANITARY SEWER LINES ALONG IH-
10 AND ALONG SJOLANDER ROAD; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
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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 Cost -Share Agreement with Gateway
Ten Business Park, LLC, to upsize sanitary sewer lines along IH-10 and along Sjolander Road. A copy of
said agreement is attached hereto 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 vote of the City Council of the City of
Baytown this the 13"' day of May, 2021.
ON CAPETIL-M, Mayor
RAKaren Homer DocumentsTiles City Council Ordinances\202 May 13 Cost-ShareAgreement.doc
Exhibit "A"
COST -SHARE AGREEMENT
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This Cost -Share Agreement (the "Agreement") is made and entered into between the
CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas
(the "City"), whose address for purposes hereof is P.O. Box 424, Baytown, Texas 77522, and
Gateway Ten Business Park, LLC, a Texas limited liability company, whose address for
purposes hereof is 4306 Yoakum Blvd, Suite 365, Houston, Texas 77006-5879 ("Developer").
WITNESSETH:
I.
1.1 Sanitary Sewer Line Upsizing Project. Subject to and upon the terms, provisions and
conditions hereinafter set forth, the parties hereto agree that the City will increase the
diameter of the sanitary sewer lines to be constructed by Developer along IH-10 and
along Sjolander Road from eight -inch lines to twelve -inch lines, as more particularly
depicted in Exhibit "A," which is attached hereto and incorporated herein for all intents
and purposes (the "Project").
II.
2.1 Developer's Obligations. In addition to Developer's obligations elsewhere in this
Agreement, Developer shall have the following obligations:
(a) Developer agrees that it will at its own cost and expense employ one or more
professional engineers to design the Project.
(b) Developer agrees to comply with all laws, rules or regulations of applicable
governmental authorities, in order to make the lines described herein above meet
or exceed the quality standards set by such applicable governmental authorities.
(c) Developer shall be obligated to submit plans and specifications for the
construction of the Project (the "Plans and Specifications") to the City Engineer,
for approval and/or for required revision and approval by the City Engineer,
within thirty (30) days after the Effective Date of this Agreement, if it has not
already done so at the time of execution of this Agreement. Developer agrees that
the plans and specifications shall include the construction and installation of a
twelve -inch (12") diameter sanitary sewer line together with related
improvements. The bid shall include a bid alternate for a an eight -inch (8")
diameter sanitary sewer line.
(d) Within ten (10) days after the City Engineer's final approval of the Plans and
Specifications submitted by Developer in accordance with Section 2.1(c),
Developer shall advertise the Project, or cause the Project to be advertised, for
bids in compliance with all applicable law, including, but not limited to, Chapter
49 of the Texas Water Code and Chapter 2269 of the Government Code. Within
forty-five (45) calendar days after the first advertisement for bids, Developer shall
let the construction contract for the Project in accordance with all applicable laws,
including, but not limited to, Chapter 49 of the Texas Water Code and Chapter
2269 of the Government Code. The City shall have the right at any time to
inspect the Project as it is construction. Construction of the Project shall be
completed within two hundred seventy (270) calendar days of the contract award.
(e) Upon completion of the project and acceptance thereof by the City as being in
compliance with the Plans and Specifications and the applicable codes of the City,
Developer shall (i) invoice the City for its proportionate share of the Project, (ii)
convey title to the Project and all appurtenances related thereto, and (iii) assign
any permits obtained to use the rights -of -way to the City in a form acceptable to
the City, without cost or expense to the City.
The City's proportionate share of the costs of the Project shall be the difference
between the cost of installing a twelve -inch (12") diameter sanitary sewer line and
the cost of installing the eight -inch (8") diameter sanitary sewer line, as
determined by the bid and bid alternate. Notwithstanding anything contained
herein to the contrary, it is expressly understood and agreed that the maximum
amount that the City shall be required to pay for its proportionate share under this
Agreement is THIRTY-FIVE THOUSAND THREE HUNDRED SEVENTY-
SEVEN AND/100 DOLLARS ($35,377.00).
(f) Upon request of the City, Developer shall provide to the City updates as to the
status of the Project as well as copies of pay estimates, inspection reports, testing
reports, certificate of substantial completion, and evidence of payment regarding
the costs of the Project.
2.2 City's Obligations. In addition to the City's obligations elsewhere in this Agreement, the
City shall have the following obligations:
(a) The City will timely review all Plans and Specifications submitted by Developer.
(b) Within thirty (30) days after the City's receipt of a proper invoice, the City shall
pay the City's proportionate share of the Project as determined in accordance with
Section 2.1(e).
(c) Upon Developer's compliance with Section 2.1(e), The City will thereafter own,
operate and maintain the Project.
Cost -Share Agreement, Page 2
4.4 Amendments. This Agreement may not be altered, changed or amended, except by an
instrument in writing, signed by both parties hereto.
4.5 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 Agreement 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. Developer assumes full responsibility for its obligations under
this Agreement performed hereunder and hereby releases, relinquishes, discharges, and
holds harmless 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 (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 Developer's work
to be performed hereunder. This release shall apply with respect to Developer's work
regardless of whether said claims, demands, and causes of action are covered in whole or in
part by insurance.
4.6 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the
CITY and Developer hereby agree that no claim or dispute between the City and Developer
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, Developer consents to be joined in the
arbitration proceeding if Developer's presence is required or requested by the City for
complete relief to be recorded in the arbitration proceeding.
4.7 Assignment. Developer shall not assign this Agreement without first obtaining the written
consent of the City.
4.8 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or
regulation, shall be effective when given in writing and deposited in the United States mail,
certified mail, return receipt requested, or by hand -delivery, addressed to the respective
parties as follows:
City
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Developer
Gateway Ten Business Park, LLC
Attn: Manager
3902 Lee Street
Alexandria, LA 71302
Cost -Share Agreement, Page 4
4.9 Binding Effect. This Agreement and each provision hereof, and each and every right, duty,
obligation, and liability set forth herein shall be binding upon and inure to the benefit and
obligation of the City and Developer and their respective successors and assigns.
4.10 Application of Laws. All terms, conditions, and provisions of this Agreement are subject to
all applicable federal, state and local laws and regulations, and all judicial determinations
relative thereto.
4.11 Choice of Law and Venue. This Agreement is declared to be a Texas contract, and all of the
terms thereof shall be construed according to the laws of the State of Texas. The place of
making and the place of performance for all purposes shall be Baytown, Harris County,
Texas.
4.12 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.
4.13 Complete Agreement. This Agreement contains the entire understanding and constitutes the
entire agreement between the parties hereto concerning the subject matter contained herein.
There are no representations, agreements, arrangements, or understandings, oral or written,
express or implied, between or among the parties hereto, relating to the subject matter of this
Agreement, which are not fully expressed herein.
4.14 Duplicate 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.
4.15 Headings. The headings and subheadings of the various sections and paragraphs of this
Agreement are inserted merely for the purpose of convenience and do not express or imply
any limitation, definition, or extension of the specific terms of the section and paragraph so
designated.
4.16 Gender and Number. The pronouns of any gender shall include the other gender, and
either the singular or the plural shall include the other.
4.17 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this
Agreement, or application thereof to any person or circumstance is held invalid by any court
of competent jurisdiction, such holding shall not affect the validity of the remaining portions
of this Agreement, and the parties hereby declare they would have enacted such remaining
portions despite any such invalidity.
4.18 Agreement Read. The parties acknowledge that they have read, understand and intend to
be bound by the terms and conditions of this Agreement.
Cost -Share Agreement, Page 5
4.19 Authorily. The officers executing this Agreement on behalf of each party hereby confirm
that such officers have full authority to execute this Agreement and to bind the party he/she
represents.
EXECUTED ON this the ___ day of , 20_ (the "Effective
Date").
CITY OF BAYTOWN
By:
RICHARD L. DAVIS, City Manager
ATTEST:
ANGELA JACKSON, Interim City Clerk
APPROVED AS TO FORM:
KAREN L. HORNER, City Attorney
EXECUTED ON this the.--_ day of , 20
GATEWAY TEN BUSINESS PARK, LLC
ROBERT RATCLIFF, SR., Manager
STATE OF TEXAS §
COUNTY OF §
Before me, , the undersigned notary public, on this day personally
appeared Robert Ratcliff, Sr., Manager of Gateway Ten Business Park, LLC, on behalf of such
limited liability company,
known to me;
proved to me on the oath of _ ; or
Cost -Share Agreement, Page 6
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.
Given under my hand and seal of office this day of , 20_
Notary Public in and for the State of
Texas
My commission expires:
R Karen Homer\Documents�Files�Contmcts'•Cost-Share Agreement Gateway Ten Business Park Cost -Share Agreement.Cost-ShareAgreement4GatewayTenBustnessPark docx
Cost -Share Agreement, Page 7