HomeMy WebLinkAboutResolution No. 2012-07 RESOLUTION NO. R2012-07
A RESOLUTION OF THE CITY COUNCIL OF TH� CI'TY
OF FRI�NDSWOOD, TEXAS, APYROVING A
S�TTL�MENT AGREEM�NT WITH THE CITY OF
HOUSTON, T�XAS FOR TRUE-UP COMPENSATION
CLAIMS; AND R�PEALING ALL OTHER RESOLUTIONS
INCONSISTENT OR IN CONFLICT H�REWITH.
x . x , �
Wliereas, on or about Februaiy 9, 2000 the City of Friendswood, Texas and various other
political subdivisions ("Co-Participants") entered into that certain "Cost Sharing Agreement
Southeast Water Purification Plant (Restated and Amended)" witl� the City of Houston, as
amended by that certain "Amendment to Cost Sharing Agreement Southeast Water Purification
Plant (Restated and Amended)" dated on or about August 21, 2007, by and among the same
parties (collectively, the"Cost Sharing AgreemenY'); and
Whereas, the Cost Sharing Agreement provides a mechanism for the City of Houston, as
Managing Participant, to audit the operations of the Southeast Water Purification Plant on an
annual basis and to assess "true-up" costs against the Co-Participants on a pro-rata basis
dependent on the respective usage of the Co-Participants; and
Whereas, the City of Houston has assessed tilie-up costs against the Co-Participants for,
among other things, operation and maintenance expenses for Fiscal Years 2007, 2008, 2009 and
2010, which costs are disputed and have been the subject of ongoing disciissions by and among
the Co-Participants; and
Whereas, the Co-Participants have reached an agreement with the City of Houston to
settle the disputed tiue-up costs and, by this Resolution, the City of Friendswood wishes to
authorize the execution of a Settlement Agreement with the City of Houston in order to resolve
iYs respective poition of the disputed true-up costs;
NOW, TH�REFORE, BE I'I' RESOLVED BY THE CITY COUNCIL OF TH� CITY OF
FRIENDS�VOOD, T�XAS:
Section 1. The City Council of the City of Friendswood, Texas, l�ereby authorizes the
Mayor to enter into a Settlement Agreement with the City of Houston in order to resolve disputed
true-up costs for Fiscal Yeais 2007, 2008, 2009 and 2010. A tiue and conect copy of the
proposed Settlement Agreement is attached hereto as Exhibit "A" and made a part hereof for all
purposes.
Section 2. All resolutions or par[s of resolutions inconsistent or in conflict herewith
are, to the extent of such inconsistency or conflict, hereby repealed.
PASSED, APPROV�D, AND RESOLV�D Hiis the 2nd day of April, 2012.
David H. Smith
Mayor
ATTEST:
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Melinda Welsh, TRMC v �o
City Secretary � � o
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SETTLEMENT AGREEMENT
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF HARRIS §
This Settlement Agreement (Agreement) is entered into between the
City of Houston, Texas (Houston), a Texas Home-Rule Municipal
Corporation, and the City of Friendswood, Texas (Participant), a Texas
Home-Rule Municipal Corporation, upon the terms and conditions
described herein.
THAT WHEREAS, pursuant to Houston Ordinance Number 2001-
0417 Houston entered into Contract Number C52797 with Participant and
other Participants for a Cost Sharing Agreement for the Southeast Water
Purification Plant (Southeast Plant) - Restated and Amended (Contract),
and pursuant to Houston Ordinance Number 2007-927 Houston and
Participants amended the Contract (Amendment); and
WHEREAS, the Participants dispute whether amounts presented by
Houston under the true-up compensation calculation in connection with the
operation and maintenance of the Southeast Plant for the Fiscal Years
2007, 2008, 2009, and 2010 are owed (Dispute); and
WHEREAS, the Participants and Houston are aware of the hazards,
uncertainty and expense of litigation and desire to settle and compromise
any and all claims which Houston may have against the Participant, arising
out of, touching upon, or in any way related to the Dispute.
NOW THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, all parties hereby agree as
tol lows:
1. Participant's Aqreements and Representations:
a. Participant agrees to pay to Houston the total sum of $92,533.00 in
full and final satisfaction of any and all claims which Houston may
have against Participant relating to the Dispute on or before July 31 ,
2013.
1 . rticipant authorizes Houston to apply all sums in
�S Partici nY��--�.�ortion of the Southeast Plant contingency
reserve as of FeHr-t�ry 29, 2012, towards the sums due
Houston from Participant; and
^ �, 2. �Ra icipant also authorizes Houston to withhold and apply the
�� amoun credit which may be due to Participant as a
result of the Fisc ar 2011 Contract true-up towards the
sums due Houston from Participant; and
� 3. Participant agrees to pay Houston the remaining sums, if any,
in cash, on or before July 31 , 2013; and
b. Participant represents that the persons signing this Agreement on its
behalf are fully authorized to bind it to all the terms hereof.
2. Houston's Aqreements and Representations:
a. Houston agrees to accept the total sum of $92,533.00 in full and
final satisfaction of any and all claims which Houston may have
against Participant relating to the Dispute; and
b. Houston represents that the persons signing this Agreement on its
behalf are fully authorized to bind it to all the terms hereof; and
c. Conditioned only upon payment of the total sum referenced in §
1(a) above, Houston does hereby RELEASE, RELINQUISH,
ACQUIT, and FOREVER DISCHARGE Participant, of and from
any and all claims arising out of the Dispute.
3. Disclaimer: It is expressly understood and agreed by and between
the parties to this Agreement that this Agreement includes a
compromise and settlement of disputed claims, and that the
execution of this Agreement does not in any way constitute any
admission of liability on the part of any party to this Agreement, but
that all parties to this Agreement expressly disclaim any liability,
concerning the claims being compromised and settled herein.
4. Governinq Law: This Agreement is being executed and delivered,
and is intended to be performed in Harris County, Texas, and the
laws of the State of Texas and of the United States of America, shall
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govern the rights and the duties of the parties hereto and the validity,
construction, enforcement and interpretation of this Agreement.
5. Entire Aqreement: This Agreement embodies the entire Agreement
between the parties, supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof, and
may be amended only by an instrument in writing executed jointly by
a duly authorized officer or agent of each of the parties. The terms of
this instrument are contractual and are not mere recitals, and the
undersigned specifically represent that the contents and effects
hereof are fully and completely agreed to and understood.
6. Interpretation: This Agreement shall not be construed against or
unfavorably to any party because of such party's involvement in the
preparation of this Agreement.
(Remainder of the page intentionally left blank.)
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The City of Friendswood, Texas
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By:
�Jarp@: David S.H. Smith
TItlO: playor
Date Authorized: a/z/iz
Date Executed: 4/z/lz
Attest/Seal
BY:�� n �o�, w���NOS�
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Narpe: Melinda Welsh `�
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TItlO:City Secretary �a
Date: a/2/i2 s��A P�
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APPRO D AS 7'O FORM AND SUBSTANCE:
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Printed Name. �������:� �� I'�-����rro
Attorney for ..,r4 0� �����:.�ro<;�4, t, �i�
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THE CITY OF HOUSTON, TEXAS
����'�°n �° �
Mayor
Date: 7-�D , 2012
SEA /ATTEST
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City Secre#ary
APPROVED:
..�� ,�� �/ _
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� Director, Departme t of
Public Works & E/ gineering
id� .�t2�����,`°-�� _
� Cit Attorne
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APPROVED AS TO FORM:
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As`gistan,t�ity Attorney
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COU��RSIGNED:
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City Controller ,�,
Date Countersigned: �-2�-tZ
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