Ordinance No. 15,009 ORDINANCE NO. 15,009
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE
CITY CLERK TO ATTEST TO AN INTERLOCAL AGREEMENT WITH THE
BAYTOWN AREA WATER AUTHORITY REGARDING THE OPERATION
AND MAINTENANCE OF WATER TREATMENT FACILITIES; 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 the
City Manager to execute and the City Clerk to attest to an Interlocal Agreement with the Baytown
Area Water Authority regarding the operation and maintenance of water treatment facilities. 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`h day of January, 2022.
BRANDON CAPETILLO,Mayor
ATTEST:
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ANGEL ACKSON, City Cle o •��� e
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APPROVED AS TO FORM: -
TREVOR FANNING, Interim City Attorney
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EXHIBIT "A"
INTERLOCAL AGREEMENT BETWEEN THE CITY OF
BAYTOWN AND THE BAYTOWN AREA WATER AUTHORITY
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement, made the day of , 20 , by and between the City of
Baytown, a home-rule municipality located in Harris and Chambers Counties, Texas(the "City") and the
Baytown Area Water Authority, a governmental agency and a body politic and corporate of the State of
Texas, created pursuant to Chapter 600,Acts of the 631 Legislature, Regular Session, 1973 ("BAWA").
The City and BAWA agree as follows:
1. Authority.Chapter 8104 of the Texas Special District Local Laws Code,Chapter 791 of the Texas
Government Code, and Chapters 49 and 54 of the Texas Water Code, authorize agreements
between local governmental entities such as the City and BAWA.
2. Administration. The City and BAWA agree that the City shall provide administrative functions as
defined by Chapter 791 of the Texas Government Code, pursuant to the authority granted by
Section 8104.153 of the Texas Special District Local Laws Code(the "Services"). Services to be
provided by the City shall include,but not be limited to,the receipt of bids and/or proposals through
electronic transmission based upon the City's rules,which(i)ensure the identification,security and
confidentiality of electronic bids or proposals and (ii) ensure that the electronic bids or proposals
remain effectively unopened until the proper time.
3. Maintenance and Operation. The City, under the direction of BAWA, shall provide all labor and
all things necessary for the maintenance and operation of the water supply and treatment facilities
(the "Work") located at 7425 Thompson Road and 5359 East Grand Parkway South (collectively
the "Plants"), for BAWA.
4. Additional Information. BAWA shall furnish to the City such additional information as may be
prepared by BAWA to further describe the Services and Work to be performed by the City, who
shall accept same as part of this Agreement when consistent with this Agreement.
5. Facilities. BAWA shall provide sufficient, safe and proper facilities for the Services and Work to
be performed.
6. Cooperation between Parties. BAWA shall cooperate with the City for the provision of Services
and the prosecution of the Work,and the City shall cooperate with BAWA in order to ensure first-
class service and workmanship in every respect.
7. Standards. The City agrees to perform the Services and Work in a skillful and expeditious manner
so as to enable BAWA to operate and maintain the Plants efficiently.
8. Inspections and Approvals. The Services and Work shall be subject to inspection and approval by
BAWA.
9. Failure to Prosecute Work. If the City shall at any time fail to comply in the performance of any
Service or the prosecution of any Work,then,after serving a ten(10)days'written notice, mailed
or delivered to the last known address of the City, of the existence of any of the foregoing
violations(s), and unless the violations(s) specified in such notice shall not have been eliminated
within such ten(10)days, BAWA, at its option, may terminate this Agreement, and may enter on
the premises, take possession, and employ any other person or persons to perform the Work and
Services hereunder by whatever method BAWA may deem expedient. In case of such termination
of this Agreement, the City shall be entitled to receive compensation for only Work and Services
performed prior to the termination of this Agreement.
10. Abandonment of the Plant(s). If either of the Plants shall be abandoned, canceled, or terminated
by BAWA, the City shall be entitled to terminate this Agreement.
11. Compliance with Law. The City agrees to comply with all laws and regulations specifically
applicable to the Services and Work throughout the term of this Agreement. In case of failure to
do so,the City shall make all the necessary alterations to conform to same,without delay.
12. Method and Amount of Payment. BAWA shall make payments as follows:
a. an annual payment to the City for the Services hereunder in an amount of five percent(5%)
of annual budgeted direct operating expenses at the beginning of each Fiscal Year of
BAWA and
b. payments to the City for the Work performed hereunder in accordance with the City's
payroll schedule. The payment for Work shall include,but not be limited to,regular wages,
overtime pay, social security payments, sick leave, vacation pay, retirement and medical
payments, and salary increases as they become due, workers' compensation payments,
liability insurance, and payroll taxes paid to all employees employed by the City in
furtherance of this Agreement, as well as any licenses or fees required of employees as a
condition of their employment.
13. Changes in Work. BAWA may from time to time,without invalidating this Agreement,order such
extras, additions, alterations, omissions, or other modifications in the maintenance and operation
of the Plants hereunder as it may deem necessary.
14. Insurance. The City shall maintain for itself and shall obtain for BAWA, at BAWA's expense,
appropriate insurance for the Service and Work required herein, which insurance shall, at a
minimum,meet all statutory requirements.
15. Claims by Party Against the Other. If either the City or BAWA believes it has a claim of
damages against the other party, it shall give the other written notice of the amount, whenever
possible, and nature of such claim within fifteen (15) days (or such other time limits as may
otherwise be expressly set forth in the Agreement)of the occurrence of the event upon which such
claim is based.
16. Term. This Agreement shall be effective upon execution by both parties and shall remain in full
force and effect until terminated in accordance with the terms herein.
17. Termination for Cause. A party may terminate its performance under this Agreement only upon
default by the other party. Default by a party shall occur if the party fails to perform or observe
any of the terms and conditions of this Agreement required to be performed or observed by that
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party. Should such a default occur,the party against whom the default has occurred shall have the
right to terminate all or part of its obligations under this Agreement as of the 30"'day following the
receipt by the defaulting party of a notice describing such default and intended termination,
provided: (i)such termination shall be ineffective if within said 30-day period the defaulting party
cures or has commenced the cure of the default,or(ii)such termination may be stayed,at the sole
option of the party against whom the default has occurred,pending cure of the default.
Upon the termination of this Agreement, both parties shall be relieved of their respective
obligations herein stated, except for those referenced in Section 19 hereinbelow. This Agreement
shall not be subject to termination for convenience.
18. Force Maieure. Any prevention, delay, nonperformance, or stoppage due to any of the following
causes shall excuse nonperformance for the period of any such prevention,delay,nonperformance,
or stoppage, except the obligations imposed by this Agreement for the payment of funds allocated
for BAWA's programs. The causes referred to above are strikes, lockouts, labor disputes, failure
of power, acts of God, acts of public enemies of this State or of the United States, riots,
insurrections, civil commotion, inability to obtain labor or materials or reasonable substitutes for
either, governmental restrictions or regulations or controls, casualties or other causes beyond the
reasonable control of the party obligated to perform.
19. Refund and Payment upon Termination. Upon termination of this Agreement pursuant to Section
17 hereof due to an uncured default by the City,the City hereby agrees to refund all unexpended,
unappropriated monies previously paid by BAWA to the City pursuant to this Agreement. If at the
time of termination BAWA owes the City monies, BAWA shall remit to the City the appropriate
amount computed as of the effective date of the termination.
Upon termination of this Agreement pursuant to Section 17 hereof due to an uncured default by
BAWA,BAWA hereby agrees to pay the total amount committed in Section 12 hereof on or before
the effective date of the termination.
20. Parties in Interest. This Agreement shall bind and benefit the City and BAWA and shall not bestow
any rights upon any third parties.
21. Non-waiver. Failure of either party hereto to insist on the strict performance of any of the
agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure
of performance shall not be considered a waiver of the right to insist on and to enforce, by an
appropriate remedy,strict compliance with any other obligation hereunder or to exercise any right
or remedy occurring as a result of any future default or failure of performance.
22. Compliance with Applicable Laws. The parties hereto shall comply with all rules,regulations,and
laws of the United States of America,the State of Texas,and all laws, regulations,and ordinances
of the City of Baytown as they now exist or may hereafter be enacted or amended.
23. Choice of Law:Venue. This Agreement is subject to and shall be construed in accordance with the
laws of the State of Texas,the laws of the federal government of the United States of America and
all rules and regulations of any regulatory body or officer having jurisdiction. This Agreement is
performable in Harris County,Texas.
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24. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed
delivered when actually received or,if earlier,on the third day following deposit in a United States
Postal Service post office or receptacle with proper postage affixed(certified mail, return receipt
requested)addressed to the respective other party at the address described below or at such other
address as the receiving party may have theretofore prescribed by notice to the sending party:
BAWA
Baytown Area Water Authority
Attn: President, Board of Directors
P.O. Box 424
Baytown,Texas 77522-0424
Fax: (281)420-6586
City
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown,Texas 77522-0424
Fax: (281)420-6586
25. Audits. The City and BAWA may, at any reasonable time, conduct or cause to be conducted an
audit of the other party's records and financial transactions. The cost of said audit will be borne by
the entity requesting the audit. The City and BAWA shall make available all of its records in
support of the audit.
26. 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.
27. Ca tions. The captions of the sections and subsections, if any, of this Agreement are for
convenience and ease of reference only and do not define, limit, augment or describe the scope,
content or intent of this Agreement or of any part or parts of this Agreement.
28. Entire Agreement. This Agreement contains all the agreements of the parties relating to the subject
matter hereof and is the full and final expression of the agreement between the parties. Any oral
representations or modifications concerning this instrument are of no force or effect excepting a
subsequent modification in writing signed by all the parties hereto.
29. Assignment or Transfer of Rights or Obligations. The City shall not sell,assign,or transfer any of
its rights or obligations under this Agreement in whole or in part without prior written consent of
BAWA.
30. 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.
31. 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.
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IN WITNESS WHEREOF, the parties have made and executed this Agreement in multiple copies,
each of which shall be an original and effective on the day of January, 2022.
CITY OF BAYTOWN BAYTOWN AREA WATER AUTHORITY
RICHARD L.DAVIS 4RENDIA BRADLEY SMITH,
City Manager dent
ATTEST: A" EST: �. p.WATFR,9G.,�
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ANGELA JACKSON ANGELA J 'KSON
City Clerk Assistant Secretary
APPROVED AS TO FORM: APPROVED AS 'rO FORM:''�����i��tl
TREVOR FANNING T^ _ K ;N .. I TOR-NE R
Interim City Attorney General Counsel
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