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Ordinance No. 15,261 ORDINANCE NO. 15,261 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 THE INTERLOCAL AGREEMENT WITH THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT FOR FUNDING A NEW 18-HOLE DISC GOLF COURSE TO BE CONSTRUCTED ON THE PARKS PROPERTY LOCATED AT THE NORTHWEST INTERSECTION OF J.B. LEFEVRE AND MARKET STREET; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 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 the Interlocal Agreement with the Baytown Municipal Development District for funding a new 18-hole disc golf course to be constructed on the Parks property located at the northwest intersection of J.B. Lefevre and Market Street. 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 27`h day of October, 2022. RANDON CAPETILL , Mayor A ANGELACIACKSON, - Clerk APPROVED A TO.FORM: SCOTT LEMO D, City Attorney R:�Karen Anderson%ORDINANCES�2022L022.10.27LMDDintcrloca[Agreement419-Ho1eDiscGo1K'oune.docx EXHIBIT "A" AGREEMENT FOR FUNDING OF A NEW 18-HOLE DISC GOLF COURSE STATE OF TEXAS § COUNTY OF HARRIS § This Agreement for Funding of a new 18-Hole Disc Golf Course(the"Agreement")is made by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City") and the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, created under Chapter 377 of the Texas Local Government Code, as amended, (the "Act")and located in Harris County, Texas, (the 'District"). For and in consideration of the mutual covenants herein contained, it is agreed as follows: Section 1. Representations and Warranties of District. a) The District is engaged in an ongoing effort to provide new resources to plan, acquire, establish, develop,construct and/or renovate one or more development projects beneficial to the District, which includes the incorporated limits of the City lying within Harris County. b) The District covenants that it shall actively work to productively coordinate its activities with the City in an effort to reduce duplication of services. c) The District represents and warrants that it has been properly created and is duly authorized pursuant to the Act to enter into this Agreement. Section 2. Description of Program. The City, with the assistance of the District as herein specified,agrees to re-establish a primer 18- hole disc golf course on the Parks property located at the northwest intersection of J.B. Lefevre and Market Street, said project to include (i) constructing a 13,000 square foot parking lot and drive, (ii) clearing and grubbing land, (iii) testing, (iv) installing disc pads and baskets, (v) constructing sidewalks, and (vi) constructing a pavilion structure with electrical (the 'Project"). Section 3. Reports. The City shall prepare and submit to the District within 120 days after the end of each fiscal year during the term of this Agreement a verbal or brief written report describing the services performed by the City pursuant to this Agreement during the previous year along with a summary of expenditures for the previous fiscal year. Section 4. Approvals. The District understands, hereby directs and authorizes the City to make any Project clarifications and/or modifications as may be necessary as determined by the City in its sole discretion. Section 5. Funds to be provided by the District. For and in consideration of the services to be provided by the City in furtherance of this Agreement, the District shall tender funds to the City in an amount not to exceed EIGHT HUNDRED ELEVEN THOUSAND AND NO/100 DOLLARS(S811,000.00). All payments required to be made herein shall be payable on or before thirty(30)days after the District receives an invoice therefor from the City. Agreement for Funding of a new 18-Hole Disc Golf Course,Page I Section 6. Term. This Agreement shall be effective on October 1, 2022, and shall expire thirty(30) days after final completion of the Project by the City, unless sooner terminated by either party hereto pursuant to the terms hereof. Section 7. 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 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: (1)such termination shall be ineffective if within said 30-day period the defaulting party cures or has commenced the cure of the default,or(2)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 9 hereinbelow. This Agreement shall not be subject to termination for convenience. Section 8. Force Majeure. 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 the District'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. Section 9. Refund and Payment upon Termination. Upon termination of this Agreement pursuant to Section 7 hereof due to an uncured default by the City, the City hereby agrees to refund all unexpended, unappropriated monies previously paid by the District to the City pursuant to this Agreement. If at the time of termination the District owes the City monies, the District 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 7 hereof due to an uncured default by the District, the District hereby agrees to pay the total amount committed in Section 5 hereof on or before the effective date of the termination. Section 10. Parties in Interest. This Agreement shall bind and benefit the City and the District and shall not bestow any rights upon any third parties. Section 11. 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. Section 12. Compliance with Applicable Laws. Agreement for Funding of a new 18-Hole Disc Golf Course,Page 2 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. Section 13. 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 havingjurisdiction. This Agreement is performable in Harris County,Texas. Section 14. 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: District Baytown Municipal Development District 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 Section 15. Audits. The City and the District 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 the District shall make available all of its records in support of the audit. Section 16. 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. Section 17. Captions. 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. Section 18. 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. Agreement for Funding of a new 18-Hole Disc Golf Course, Page 3 Section 19. 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 the District. Section 20. 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 tern of this Agreement, which shall continue in full force and effect. Section 21. 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. 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 I"day of October,2022. CITY OF BAYTOWN BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT RICHARD L. DAVIS BRANDON CAPETILLO City Manager President ATTEST: ATTEST: ANGELAJACKSON ANGELAJACKSON City Clerk Assistant Secretary APPROVED AS TO FORM: APPROVED AS TO FORM: SCOTT LEMOND SCOTT LEMOND City Attorney General Counsel RAKaren Anderson\CONTRACTS\2022\lnterlocal Agreements with MDD-Parks Projects\MDD Interlocal(I8-Hole Disc Golf Come).docx Agreement for Funding of a new 18-Hole Disc Golf Course, Page 4 AGREEMENT FOR FUNDING OF A NEW 18-HOLE DISC GOLF COURSE STATE OF TEXAS § COUNTY OF HARRIS § This Agreement for Funding of a new 18-Hole Disc Golf Course(the"Agreement")is made by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City") and the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, created under Chapter 377 of the Texas Local Government Code, as amended, (the "Act") and located in Harris County, Texas, (the "District"). For and in consideration of the mutual covenants herein contained, it is agreed as follows: Section 1. Representations and Warranties of District. a) The District is engaged in an ongoing effort to provide new resources to plan, acquire, establish, develop, construct and/or renovate one or more development projects beneficial to the District, which includes the incorporated limits of the City lying within Harris County. b) The District covenants that it shall actively work to productively coordinate its activities with the City in an effort to reduce duplication of services. c) The District represents and warrants that it has been properly created and is duly authorized pursuant to the Act to enter into this Agreement. Section 2. Description of Program. The City, with the assistance of the District as herein specified, agrees to re-establish a primer 18- hole disc golf course on the Parks property located at the northwest intersection of J.B. Lefevre and Market Street, said project to include (i) constructing a 13,000 square foot parking lot and drive, (ii) clearing and grubbing land, (iii) testing, (iv) installing disc pads and baskets, (v) constructing sidewalks, and (vi) constructing a pavilion structure with electrical (the "Project"). Section 3. Reports. The City shall prepare and submit to the District within 120 days after the end of each fiscal year during the term of this Agreement a verbal or brief written report describing the services performed by the City pursuant to this Agreement during the previous year along with a summary of expenditures for the previous fiscal year. Section 4. Approvals. The District understands,hereby directs and authorizes the City to make any Project clarifications and/or modifications as may be necessary as determined by the City in its sole discretion. Section 5. Funds to be provided by the District. For and in consideration of the services to be provided by the City in furtherance of this Agreement, the District shall tender funds to the City in an amount not to exceed EIGHT HUNDRED ELEVEN THOUSAND AND NOi'l00 DOLLARS ($811,000.00). All payments required to be made herein shall be payable on or before thirty(30)days after the District receives an invoice therefor from the City. Agreement for Funding of a new 18-Hole Disc Golf Course,Page 1 Section 6. Term. This Agreement shall be effective on October 1, 2022, and shall expire thirty(30) days after final completion of the Project by the City,unless sooner terminated by either party hereto pursuant to the terms hereof. Section 7. 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 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: (1) such termination shall be ineffective if within said 30-day period the defaulting party cures or has commenced the cure of the default, or(2)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 9 hereinbelow. This Agreement shall not be subject to termination for convenience. Section 8. Force Majeure. 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 the District'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. Section 9. Refund and Payment upon Termination. Upon termination of this Agreement pursuant to Section 7 hereof due to an uncured default by the City, the City hereby agrees to refund all unexpended, unappropriated monies previously paid by the District to the City pursuant to this Agreement. If at the time of termination the District owes the City monies, the District 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 7 hereof due to an uncured default by the District,the District hereby agrees to pay the total amount committed in Section 5 hereof on or before the effective date of the termination. Section 10. Parties in Interest. This Agreement shall bind and benefit the City and the District and shall not bestow any rights upon any third parties. Section 11. 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. Section 12. Compliance with Applicable Laws. Agreement for Funding of a new 18-Hole Disc Golf Course,,Page 2 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. Section 13. 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. Section 14. 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: District Baytown Municipal Development District 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 Section 15. Audits. The City and the District 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 the District shall make available all of its records in support of the audit. Section 16. 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. Section 17. Captions. 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. Section 18. 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. Agreement for Funding of anew 18-Hole Disc Golf Course,Page 3 Section 19. 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 the District. Section 20. 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. Section 21. 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. 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 Is'day of October, 2022. CITY OF BAYTOWN BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT RICH VIS BRANDON CAPETILLO City Manager President ����;,t��y.•.. '10 ATTEST: �!W, A" " :ST: ANGELA CKSON NGELA CKSON =r '/,� ��►� City Clerk Assistant Assistant Seer ary APPROVED S T FORM: �F Of APPROVED S TO FORM: ��'`��►,f«i'i,t+����r�`� SCOTT LE ND SCOTT LE OND City Attorney General Counsel R-Karen Anderson CONTRACTS\2022 Interlocal Agreements with MDD-Parks Projects\MDD Interlocal(I 8-Hole Disc Golf Course).docx Agreement for Funding of a new 18-Hole Disc Golf Course Page 4