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HomeMy WebLinkAboutC2005-710 - 12/20/2005 - Approved I NTER[ OCAl (rOVERNMENT AGREEMENT BETWEEN ell v OF CORPUS CHRISTL TEXAS AND SAN PATRICIO MUNICIPAL WATER DISTRICT RELA TING TO MAINTENANCE OF ACCESS EASEMENT AND HONDO CREEK BRIDGE AT RIN( ON BAYOU PUMP STATION AND W.A. EDWARDS PUMP STATION ON NORTH BANK OF NUECES RIVER WHEREAS THF CI rv OF CORPlJS CHRISTI, TEXAS, a Home Rule City (Hereinafter "City"). IS the owner and operator of a municipal water supply system project Known as "Rincon Bayou Pump Station"; and WHEREAS SAN PATRICIO MUNICIPAL WATER DISTRICT, a political ...ubdivision of the State of 1 exas, duly created by the Legislature of Texas (hereinafter 'District" l. owns and operates a project known as "W.A. Edwards Pump Station"; and WHEREAS the DIstrict has an easement from Leo J. Webster, etal, as Grantors to the District, dated August l. 1963. recorded in Vol 293, Page 499. et seq of the Deed Records of San Patricio County. Texas. to lay a water line and to "grade up and maintain a road for as use within the area of the right-of.way and to install a bridge...where such waterline and road cross a small bayou flowing from the west into the Nueces River." The easement further provided "Such road shall not be a public road. but shall be used solely for the use \ If Grantet:' s agents. officers and employees in connection with the necessary discharge of their duties....' 2005-710 12/20/05 Res026578 San Patricio Municipal Water On August 2"7. 1)63. Len Welder, et at as Grantors. did convey a Supplemental t,asemem to The Dis1ricI whIch conveyed an additional roadway easement sixty (60) feet wide bv 5';;;0 feet in length. more or less. 10 connect the previous waterline and easement cited above This portion includes the roadway from the entrance of the property to the beginning qf the sIxty (60) foot easement described in Volume 293. page 499, et seq. This Supplemental Easement 1S filed of record in Vol. 294, Page 494, et seq. ofthe Deed Records of San Patricio County. I exas. rhe District has constmcted, and currently maintains, the Road and Bridge authorized hy the easement (The"Improvements"'). [he City of Corpus Christi desires to use the Road and Bridge authorized, constmcted and maintained b) The District. [he property, the subject to The District easement, is now owned by Koch Pipeline Company L.P. and R. Bryan Gulley and nothing in the easement granted to The District allows [he District to authorize any entity, other than itself, to use or enjoy such easements. Upon The City of Corpus Christi entering into an agreement with both Koch Pipeline Company L.P. and R. Bryan (Tulley authorizing The City of Corpus Christi to use the subject mad and hridge easements, The District will authorize the use of the road and bridge by The ('ity upon the terms and conditions hereinafter set forth. ! AGREEMENT N()W THEREFORE. The City and The District agree as follows: ARTICLE I DEFINITION OF TERMS l.l il Definition of Terms: The following terms and expressions as used in rhis Contract. unless the context clearly shows otherwise, shall have the following meanings: \.. "Maintenance and Improvement expenses" means all costs and expenses ofthe Project, including (for greater certainty but without limiting the generality of the foregoing) repair~ and replacements, the cost of utilities, the costs of engineering, supplies, services and equipment necessary for proper maintenance and operation of the Project, costs of complying with all permits, licenses and regulatory requirements. The term does not include the cost of acquiring right-of-way. B. "Project means the maintenance and improvement of the road and bridge located on the herem above described easements described in the preamble hereof(the 'Easements"). and all necessary appurtenances necessary therefor. ARTICLE 2. OWNERSHIP OF THE PROJECT 2.0 I Ownership ofthe Proiect: The District is the Owner of the improvements. ARTICLE .3. PAYMENT LO! Payment: On an annual basis, beginning ,JAtJuA ~ 1, 200k-, District shall estimate the total cost of maintenance and improvement expenses of the project !()r the following twelve months. (The "annual expenses") J Su.,:h annual expenses ....hall be home one-half( 1/2) by the City and one-half(V2) by the District. !'he estimated annual expenses due from The City shall be divided by 12 and billed \m a monthly basis to The City beginning _ vAkJUArt,,::Ll_ 1. 200",,-. Annually The District shall reconcile the estimated annual expenses with the actual annual ex penses for the prior year and if the annual expenses have been over-estimated, give credit to The City for any (wer-payment, and if the annual expenses have been underestimated. The Citv shall mcrease its subsequent monthly payments by one-twelfth ( 11l2th) of the gross underpayment 3.ll2 Pavments due: All payments due from The City shall be made between the first and the tenth of each calendar month. "nv failure of the City to pay the monthly amount due within sixty (60) days after its due date, 's a default under Section 7.0 I of this Contract. ! f fhe City fails to pay the monthly payments for a period of sixty (60) days, The District may, as a conditIOn to the continued use of the project, require The City to post a deposit in ...:ash equal to the total amount due from The City under this agreement for the prior twelve periods. ~.(!3 Remedies Upon Default: \. I f either party determines that the other party is in default under this Contract, the party claimmg default by the other party shall give written notice to the other party, which states specifically the nature of the default and the remedy for the default 4 thaI the part~ mtends tu seek The notice must be mailed to the defaulting party at the address provided m Section 10.04 of this Contract. The defaulting party has or will have sixty (60) (jays in which to cure the default, or if such default cannot be reasonably cured within such sixty (60) day period, the defaulting party shall use reasonable efforts to undertake to cure such default as timely as possible within such ..;ixty (60) day penod. If the defaulting party does not cure the default and reimburse the party not in default for any and all costs incurred as a result of the breach within .,ixty (60) days. or If the default cannot be reasonably cured within such sixty (60) day period. if the defaulting party does not use reasonable efforts to undertake to cure the detimlt and reimburse the party not in default for any and all cost incurred as a result \)f the breach \\iith III such sixty (60) day period. the party claiming default may seek an\ remedy availahle at law or equity. including an action in mandamus or for specific performance. H. No waiver of any breach or default by any party or of performance may be deemed a waiver III the future. nor may any waiver be deemed or construed to be waIver of subsequent breach or default of any kind, character, or description, under an\ circumstance~ .i.04 Payments from current revenues. All payments made under this Interlocal \greement shall be made from current revenues available to the City. :" 3," bur J;ompensatlOn rhe payments made under this Interlocal Agreement fairly compensate the Distnct lor providing the function or service. ARTICLE 4. OPERATION OF PROJECT 4.1)! Operation qfProiect. The District will continuously operate and maintain the Project -+.01 The Proieq It is expressly understood and agreed, however that any obligations on the part of the District to operate and maintain the Project shall be (I) conditioned upon the District's abilit) to obtain all necessary permits, material, labor and equipment: and (ii) subject to all present and future valid laws, orders, rules, and regulations ufthe l inned States of America, State ofT exas, and any regulatory body having jurisdiction. ARTICLE 5. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS ).(i I Compliance with Federal. State and Local Laws. This Contract is subject to all applicable Federal and State Laws and any applicable permits, approvals, ordinances, rules. orders and regulations of any local, state or Federal government authority having or assertinglurisdiction. Each party to this agreement will obtain all permits, licenses and approvals necessary to perform this Contract. The City will be responsible for all costs of complymg with its permits, licenses and approvals. The District will be responsible for all costs of complying with its permits, licenses and approvals, but these costs shall be included in the Operation and Maintenance Expenses. 6 ARTlCLL b. FORCE MAJEURE 6.n I Force Maieure. I f by reason of force majeure, any party hereto shall be rendered unable wholly Of in part to carry out its obligations under this Contract, then if such party shai 1 give notice and full particulars of such force majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied on, the obligation of the party g.iving such notice, so far as it is affected by such force majeure, shall be suspended during the continuance ofthe inability then claimed, but for no longer period, and any such party sha] 1 endeavor to remove or overcome such inability with all reasonable dispatch. The term "force majeure" as employed herein shall mean acts of God, strikes, lockouts, or other IOdustnal disturbances. acts of public enemies, statutes, regulations and orders of any kind of the government of the United States or the State of Texas, or any civil or military authority. msurrection, riots, epidemics. landslides, lightning, earthquake, fires, hurricanes, storms. floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions. breakage or accidents to machinery. ARTICLE 7. DEFAULT 7'<1\ Default. It is not intended hereby to specify (and this Contract shall not he considered as specifying) an exclusive remedy for any default, but all such other remedies 1 other than termination) existing at law or in equity may be availed of by any party hereto and shall be cumulative. No waivers of any breach of default (or any breaches or defaults) by any 7 part~ hen'lo or of perron nance shall be deemed a waiver thereof in the future, nor shall any ...uch waiver or waIvers he deemed or construed to be waiver of subsequent breaches of defaults of any kind. character. or description. under any circumstances. ARTICLE 8. POINT OF CONTACT 8.0 I Point of Contact. Each party wiII designate an employee for giving notice and communicating with respect to all matters concerning this Agreement. fhe initial points of contact are: District: San Patricio Municipal Water District P.O Box 940 Ingleside. Texas 78362 Telephone: (361) 643-6521 City City of Corpus Christi C/O City Manager P.o. Box 9277 Corpus Christi. Texas 78469 ARTICLE 9. TERM 'J.O I Term. This Contract shall be in full force and effect as set forth in Section 10.07. and shall be automatically renewed annually unless canceled by either party by giving at least one (l) year's advance written notice to the other party. ARTICLE 10. MISCELLANEOUS 10.01 Entire Agreement. This Contract, including any exhibits attached hereto and made a part hereof. constitutes the entire agreement between the parties and supersedes all 8 rmor llr contemporanePlls understandings or representations whether oral or written, respecting the subject matter herein. I () 02 No Third Party Beneficiaries. This Contract shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be consideft~d third party beneficiaries of this Contract. Each party hereto shall be solely responsible for the fulfillment of its contracts or commitments and the other parties to this Contract shall not be construed to be responsible for same by virtue ofthis Contract or any proviSIOn contained herem. I (I 03 Severabilit,y. The provisions of this Contract are severable, and if any word, phrase. clause, sentence. paragraph, section or other part of this Contract or the application thereol" to any person <If circumstance shall ever be held by any court of competent iurisdiction to be invalid or unconstitutional for any reason, the remainder of this Contract and the application of such word, phrase, clause. sentence, paragraph, section, or other part of this (ontract to other persons or circumstances shall not be affected thereby and this Contract shall he construed as 1 f such invalid or unconstitutional portion had never been contained therein. Notlces to be provided hereunder shall be sufficient if forwarded 10.04 Notice to the other party by hand-delivery Of via U.S. Postal Service, postage prepaid, to the address to the other party ShOWD below' SAN PATRICIO MUNICIPAL WATER DISTRICT CO General Manager PO. Box 940 Ingleside, Texas 78362 9 ClTY OF CORPl S CHRISTI C U C it) Manager P.<). Box 9277 Corpus ChristL T,:xas 78469 10.05 Good Faith. Each of the parties to this Contract is obligated to use good faith m perfonning its obligat Ions under this Contract. and in making it possible for the other parties to perform their obligations under this Contract. 1006 Texas La\\to Apply. This Contract shall be construed under and in accordance with the laws of the State of Texas and venue to any disputes arising hereunder "hall be in a court of competent jurisdiction in the County where the project is located, in whole or m part (~~ 1007 Effective Date. The effective date of this Contract is . ~.,dJlJM,J-~\. Irl SAN PATRICIO MUNICIPAL WATER DISTRICT g~ST ' ,M ~--f'A~ '.. ecretary BY: ~) BY: .'\ rT~: 0 ~Jf) _._/~~~~- Secretary ,< / f2L_l~f~.....L~. AUI HU~If-~ , , j i l ," pol ('or,; '''C,'1 ,(' v I . If '.\J '" l. _'''._ ,,_.._~ T - , Approved as to tonn: JL/llrlS""- ~r~~ Assistant City Attorney For City Attorney 10 ,..~ ...... ....... -*.,y~._....................................... .u -:::r;:'nA"~'--