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15-R-46 - Reimbursement Agreement with TitanRESOLUTION NO. 15 -R -46 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO AN ENGINEERING DESIGN REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF SCHERTZ AND TITAN DEVELOPMENT, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, Titan and Caterpillar Inc. have entered into a letter agreement for the purpose of designing and constructing improvements to certain drainage facilities (the "improvements "); and WHEREAS, the improvements will be of benefit to the City in that they will improve drainage within the region of the improvements; and WHEREAS, said regional drainage improvements are of a public benefit to the City; and WHEREAS, the City has agreed to reimburse Titan the actual cost of the design of the improvements ($14,800.00); then BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS U6101" Section 1. The City Council authorizes the City Manager to enter into the agreement generally as shown in the attached 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. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein.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. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 21St day of July, 2015. CITY OF SCHE Z, TEXAS ichael R .Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) EXHIBIT A City: Mr. John Kessel 1400 Schertz Parkway Schertz, TX 78154 Titan: Mr. Kurt Browning Titan Lookout Management 9601 McAllister Fwy, #1120 San Antonio, TX 78216 5.0 Legal Construction It is the intent of the parties that each part of this Agreement is essentially dependent upon every other part, and if one part is held invalid, the entire Agreement shall be void. 6.0 Entire Agreement This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to said matter. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party or anyone acting on behalf of any party which are not embodied herein and that no other agreements, statement, or promise not contained in this Agreement shall be valid or binding. No modification concerning this instrument shall be of any force or effect, excepting a subsequent amendment in writing signed by the parties. 7.0 Parties Bound This Agreement shall be binding upon and inure to the benefit of the parties to it and their respective legal representatives, successors and assigns where permitted by this agreement. IN WITNESS WHEREOF, the City and the City have hereby entered into this agreement. By: Date: Jo Kessel City Manager City of Schertz By: Date: Kurt Browning Chief Development Officer Titan Lookout, LLC, a Texas limited liability company By: Titan Lookout Management, LLC, its Manager ENGINEERING DESIGN REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF SCHERTZ AND TITAN DEVELOPMENT THIS AGREEMENT is entered into by and between the City of Schertz, a Home Rule City located in Schertz, Texas, (the "City ") and Titan Development, Titan Lookout, LLC, a Texas limited liability company ( "Titan "). WHEREAS, Titan and Caterpillar Inc. have entered into a letter agreement for the purpose of designing and constructing improvements to certain drainage facilities (the "improvements "); and WHEREAS, the improvements will be of benefit to the City in that they will improve drainage within the region of the improvements; and WHEREAS, said regional drainage improvements are of a public benefit to the City; and WHEREAS, the City has agreed to reimburse Titan the actual cost of the design of the improvements, L, NOW, THEREFORE, THE CITY AND. TITAN AGREE AS FOLLOWS: 1.0 Terms and Conditions Titan shall pay an engineer, whom they and/or Caterpillar Inc. engaged, to design the Improvements ( "Cost of Design "). The City shall, upon being presented an invoice(s) for the actual work completed for the Cost of Design, pay Titan the invoiced amounts up to a total invoiced amount not exceed fourteen thousand eight hundred dollars ($14,800.00). 2.0 Effective Date This Agreement is effective as of the date of the final signature affixed below. 3.0 Texas Law to Apply This Agreement shall be construed under and in accordance with the laws of the State of Texas and all obligations of the parties created hereunder are performable in Guadalupe County, Schertz, Texas. 4.0 Notice All notices sent pursuant to this agreement shall be in writing and may be hand delivered, or sent by registered or certified mail, postage prepaid, return receipt requested to the following addresses: