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13-R-75 - Interlocal Agreement Cibolo Creek Municipal AuthorityRESOLUTION NO. I3-R-75 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF SCHERTZ, TEXAS AND THE CIBOLO CREEK MUNICIPAL AUTHORITY REGARDING PURCHASE OF PROPERTY FOR A FUTURE WASTEWATER TREATMENT FACILITY WITH THE CIBOLO CREEK MUNICIPAL AUTHORITY, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the City enter into an Interlocal Agreement Between the City of Schertz, Texas and the Cibolo Creek Municipal Authority Regarding Puuchase of Property for a Future Wastewater Treatment Facility with Cibolo Creek Municipal Authority relating to advancement of fiends for the purchase of property for a future wastewater treatment facility; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Cibolo Creek Municipal Authority pursuant to the Interlocal Agreement Between the City of Schertz, Texas and the Cibolo Creek Municipal Authority Regarding Purchase of Property fora Future Wastewater Treatment Facility attached hereto as Exhibit A the "Agreement"). THAT: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS Section 1. The City Council hereby authorizes the City Manager, or his or her designee, to execute and deliver the Agreement with Cibolo Creek Municipal Authority in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council, Section 3. Ail resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. ". S A ~ ~. !%tl! 4T1' EXHIBIT A INTERLOCAL AGREEMENT BETWEEN THE CITY OF SCHERTZ, TEXAS AND THE CIBOLO CREEK MUNICIPAL AUTHORITY REGARDING PURCHASE OF PROPERTY FOR A FUTURE WASTEWATER TREATMENT FACILITY sos77aos.~ A-1 INTERLOCAL AGREEMENT BETWEEN THE CITY OF SCHERTZ, TEXAS AND THE CIBOLO CREEK MUNICIPAL AUTHORITY REGARDING PURCHASE OF PROPERTY FOR A FUTURE WASTEWATER TREATMENT FACILITY This Intez•local Agreement Between the City of Scheztz, Texas and the Cibolo Creek Municipal Authority Regarding Purchase of Properly for a Future Wastewater Treatment Facility (the "A~reement") is entered into between the City of Schertz, Texas, a Texas municipal coz•poration (the "C~"), and the Cibolo Creek Municipal Authority, a conservation and reclamation district created and operating pursuant to Article XVI, § 59 of the Texas Constitution (the "Authority"}, to be effective as of the date on which the last Paz•ty signs this Agreement (the "Effective Date"}. The City and the Authority are collectively referred to hez'ein as the "Paz•ties" and are each a "Party". WITNESSETH: WHEREAS, the Authority is the regional agency designated to provide regional wastewater service in the Cibolo Creek Watershed in the vicinity of the City. WHEREAS, the City is faced with future growth within its city limits in the vicinity of Interstate Highway 10 and Cibolo Creek for which additional wastewater treatment facilities will be needed. WHEREAS, the City desires the Authority to develop a wastewater treatment facility in the vicinity of Interstate Highway 10 and Cibolo Creek ("Plant Site"), to be known as the Southern Watershed Regional Water Reclamation Plant (the "Southern Plant"), that would allow the City and the Authority to provide wastewater treatment services in the area of the Plant Site. WHEREAS, to assist the Authority in its efforts to acquire the Plant Site, the City desires to advance, in accordance with the terms of this Agreement, up to Two Million and No1100 Dollars {$2,000,000.00) to the Authority for use by the Authority to purchase the Plant Site and fio perfozzn legal and due diligence activities in cozu~eetion with such acquisition. WHEREAS, the Authority and the City, exercising their respective mutual authorities, wish to enter into this Agreement to set forth the terms and conditions related to the City's advancement of funds to the Authority for acquisition of the Plant Site and related legal and due diligence activities in connection with such acquisition. WHEREAS, this Agreement shall not affect the existing wholesale contz•aet between the City and the Authority. WHEREAS, Chapter 791 of the Texas Government Code, as amended, titled lnterlocal Cooperation Contracts, authorizes contracts between political subdivisions for the perfoz•mazzce of governmental functions and services, and pursuant to Chapter 791, Texas Government Code, as amended, and the general az~d special laws of the State of Texas, the Parties are authorized to enter into this Agreement. 5©b65©99.2 AGREEMENT: NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the sufficiency of which are acknowledged, and subject to the tez•ms and conditions hereinafter set forth, the Parties agree as follows: I. Advancement olf Funds 1.1 The City agrees to advazace funds of up to Two Million and No/100 Dollars ($2,000,000.00) (the "Funds") to the Authority for use by the Authority to purchase the Plant Site and to perform legal and due diligence activities in connection with such acquisition. 1.2 The City will advance such Funds to the Authority at such time as the Authority has entered into a contract for acquisition of the Plant Site. 1,3 If CCMA has not entered into a contract to purchase the Plant Site by September 30, 2014, then the City's obligations to advance the Funds shall cease and this Agreement shall became null and void and of na fizz•thez• effect. II. Repayment of Funds 2.1 The Authority shall reimburse the City the amount of the Funds advanced by the City no later than September 30, 2014 fiom the proceeds of bonds issued for, among other purposes, the purpose of purchasing and acquiring the Plant Site and constructing the Southern Plant (the "Bands"), 2.2 In the event that the Bonds are not issued by September 30, 2014 (the "Issuance Date"), the District shall reimburse the Funds to the City in one of the following ways: (a) if an appraisal of the Plant Site conducted by a third paz•ty appraisal acceptable to the City and the Authority shows that the appraised value of the Plant Site is equal to or more than the amount of the advanced Funds, convey the Plant Site to the City free and clear of any liens, (b} repay the Iota( amount of the advanced Funds to the City, or (c} offer the Plant Site for sale (for which the City shall have the right to approve the terms of such sale) with the proceeds of such sale being paid to the City to repay the advanced Funds, and if the proceeds from the sale are insufficient to repay the advanced Funds, CCMA shall pay, in addition to the proceeds of the sale, the remaining amount of the advanced Fzznds to the City out of other funds available to CCMA. CCMA shall promptly (and in no event more than twenty (20) business days after the Issuance Date) take one of the foregoing actions. SOGGSQ99.2 - 2 - III. Binding Effect; Benefiting Parties 3.1 This Agreement shall bind and benefit the respective Parties and their legal successors, but shall not otherwise be assignable, in whole or in part, by either Party without first obtaining the wz•itten consent of the other Party. 3.2 This Agreement inures to the benefit of and obligates only the Parties. No terra or provision of this Agreement shall benefit or obligate any person or entity not a Party to the Agreement. The Parties shall cooperate fully in opposing any attempt by any third person or entity to claim any benefit, protection, release, or other consideration under this Agreemen#. IV. Governmental Functions; Liability; No Waiver of Immunity or Defenses 4.1 Notwithstanding any provision to the contrazy herein, this Agreement is a contract for and ~=ith respect to the performance of governmental functions by governmental entities. 4.1.1 The services provided far herein are governmental functions, and the City and the Authority shall be engaged in the conduct of a governmental function while providing andlor performing any service pursuant to this Agreement. 4,1.2 The relationship of the Authority and the City shalt, with respect to that part of any service or function undertaken as a result of or pursuant to this Agreement, be that of independent contractors. 4.1.3 Notlung contained herein shall be deemed or construed by the Parties, ar by any third party, as creating the relationship of principal and agent, partners, joint venturers, or• any other similar such relationship between the Parties. 4.2 Each Party reserves ar'rd does not waive any defense available to it at law or in equity as to any claim or• cause of action whatsoever that may arise or result from or in connection with this Agreement. This Agreement shall not be interpreted nor construed to give to any third part}= the right to any claim or cause of action, and neither the City nor the Authority shall be held legally liable for any claim or cause of action arising pursuant to or in connection with this Agreement except as specifically provided herein or b}= law. 4.3 Neither Party waives or relinquishes any immunity az• defense on behalf of itself, its trustees, councilmembers, officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenarrts and agreements contained herein. V. Notices S. l All corzespondence and communications concerning this Agreement shall be directed to: SCHER`TZ: City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager SOGG5094.2 - 3 - With a copy to: Norton Rose FulbrighE 300 Convent Street, Suite 2100 San Antonio, Texas 78205 Attention: Katherine A. Tapley AUTHQRITY: Cibolo Creek Municipal Authority By mail: P.O. Box 930 Schertz, Texas 78154 By pe-•sonal delivery: 100 Dietz Road Schertz, Texas 7$154 Attention: Clint Ellis With a copy to: Adams & Flake 1001 Pat Booker Road, Suite 200 Universal City, Texas 78145-4199 Attention: Harry B. Adams III Notices required hereunder shall be hand-delivered or sent by prepaid certified mail, return receipt requested. VI. Severability 6.1 If any provision of this Agreement shall be deemed void or invalid, such provision shall be severed from the remainder of this Agreement, which shall remain in force and effect to the extent that it does not destroy the benefit of the bargain. VII. Entire Agreement 7.1 This Agreement is the entire agreement between the City and the Authority as to the subject matter hereof and supersedes any prior understanding or written or oral agreement relative to the subject matter hereof. This Agreement may be amended only by written instrument duly approved and executed by both Parties in accordance with the formalities of this Agreement. VIII. Governing Law; Venue 8.1 Ali Parties agree that this Agreement shall be construed under the laws of the State of Texas, and obligations under the Agreement shall be performed iu Guadalupe County, Texas. In the event that any legal proceeding is brought to enforce this Agreement or any provision hereof, the same shall be brought in the State District Court of Guadalupe County, Texas. The Parties agree to submit to the jurisdiction of said court. ~ Signatures and acknotis~ledgefnents an the folloit=rt7g pages ] so~ssa~~.~ - 4 - - , . ., s. .. - - .- . - ~..z - .. _, f _ _ ~~ ~`i Y -- -~ - ,~ ' R ..~ S -`" _ ~ ..` ,- ~~ '' _ 7 - - - -F -~u_-~ :r- ~. i . - ~ - . s .. o-kTr o h~ __ ~- z. P ~ i b