Ordinance No. 15,676 ORDINANCE NO. 15,676
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS,
AUTHORIZING AN INTERLOCAL AGREEMENT WITH HARRIS COUNTY
SPORTS AND CONVENTION CORPORATION FOR THE PURPOSE OF
LEVERAGING RESOURCES, EXPERTISE, AND SHARED GOALS, TO
FACILITATE PERFORMING AND ASSISTING WITH VARIOUS SERVICES ON
BEHALF OF THE CITY FOR THE PURPOSES OF PLANNING A SPORTS AND
ENTERTAINMENT FACILITY; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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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 and directs the
City Manager to execute and the City Clerk to attest to an Interlocal Agreement with Harris County Sports
and Convention Corporation ("HCSCC") for the purpose of leveraging resources, expertise, and shared
goals, to facilitate performing and assisting with various services on behalf of the City for the purposes of
planning a sports and entertainment facility. 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 11"day of January, 2024.
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SCOTT LE OND,City Attorney
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INTERLOCAL AGREEMENT BETWEEN
HARRIS COUNTY SPORTS & CONVENTION CORPORATION AND
CITY OF BAYTOWN,TEXAS
This Interlocal Agreement(the"Agreement')is made to be effective as of the day of
2023 by and among Harris County Sports&Convention Corporation,a local government
corporation ("HCSCC"), and the City of Baytown, Texas, a Texas home rule municipality and
political subdivision(the"City"). HCSCC and the City may be referred to individually as a Party
or collectively as the Parties.
RECITALS
A. The Harris County Commissioners Court created HCSCC, as a locally owned government
corporation, for the purposes of aiding and assisting Harris County in operating and
managing NRG Park, a Harris County-owned property.
B. The City of Baytown is a Texas home-rule municipality.
C. Section 791.003(4)(A), Texas Government Code, provides that a "political subdivision of
this state" such as HCSCC, is a "local government" for purposes of the Interlocal
Cooperation Act, which Act has been codified as Chapter 791, as amended, Texas
Government Code ("Chapter 791").
D. Section 791.003(4)(A), Texas Government Code, provides that a municipality, such as the
City, is a"local government"for purposes of Chapter 791.
E. Section 791.011(a), as amended. Texas Government Code, provides that "[a] local
government may contract or agree with another local government...to perform
governmental functions and services in accordance with [Chapter 791]."
F. Due to the joint and mutual interests held by the Parties, the Parties desire to enter into this
Agreement to memorialize the terms pursuant to which HCSCC may operate and act on
behalf of the City in performing and assisting with various services on behalf of the City
for the purposes of planning a sports and entertainment facility.
G. The terms of each project or service approved by the City and to be accepted by HCSCC
(each a"Project'and,collectively,the"Projects")shall be evidenced in an addendum in a
form approved by the Parties ("Addendum") and each Addendum shall be subject to the
terms and conditions of this Agreement.
H. This Agreement shall constitute an interlocal cooperation agreement as authorized pursuant
to the provisions of Chapter 791.
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I. The adoption of this Agreement is found and determined to be in the best interest of the
residents of the City and in furtherance of municipal public purposes.
ACCORDINGLY, in consideration of the foregoing, and for other good and valuable
consideration the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
SECTION 1: DEFINITION AND USE OF TERMS. For all purposes of this
Agreement, except as otherwise expressly provided or unless the context otherwise requires, all
references in this Agreement designated as Sections, Schedules, Exhibits, and other subdivisions
are to the designated Sections, Schedules, Exhibits, and other subdivisions of this Agreement as
originally adopted. If a defined term is used in an Addendum, the defined term will have the same
meaning as it has in this Agreement. Terms not otherwise defined in this Agreement have the
meanings in HCSCC’s Certificate of Formation or Bylaws.
SECTION 2: REPRESENTATIONS.
2.1 Representations of HCSCC. HCSCC represents to the City that:
(a) HCSCC is a local government corporation organized under the laws of the State of
Texas .
(b) HCSCC has the power, authority, and legal right to enter into and perform under this
Agreement, and the execution, delivery, and performance have been duly authorized.
(c) This Agreement has been duly authorized, executed, and delivered and constitutes
a legal, valid, and binding obligation of HCSCC enforceable in accordance with its terms.
2.2 Representations of City. The City represents to HCSCC that:
(a) The City is a political subdivision and a home rule municipality under the laws of
the State of Texas and is duly qualified and authorized to carry out the governmental functions and
operations as contemplated by this Agreement.
(b) The City has the power, authority, and legal right to enter into and perform under
this Agreement, and the execution, delivery, and performance have been duly authorized.
(c) This Agreement has been duly authorized, executed, and delivered and constitutes
a legal, valid, and binding obligation of the City enforceable in accordance with its terms.
(d) To the extent the City is paying for the performance of governmental functions or
services, those payments are from current revenues available to the City.
SECTION 3: FINDINGS. Each of the Parties finds that entering into this Agreement for
the purposes in this Agreement is for the benefit of the City and its residents and HCSCC and its
constituents.
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SECTION 4: AGREEMENT OF THE PARTIES. Pursuant to the terms of this
Agreement, HCSCC will perform and assist various services on behalf of the City for the
development of a sports and entertainment facility and related development and infrastructure.
SECTION 5: TERM OF THIS AGREEMENT. The term of this Agreement shall
commence on the date first written above and shall continue for a period of the earlier of ten (10)
years or until the date that the Agreement is terminated by the Parties, as provided below. Prior to
the expiration of the ten-year term, the Parties may agree to renew the term of this Agreement for
an additional fifteen years.
Either Party may terminate this Agreement by giving sixty (60) calendar days’ advance
written notice to the other Party.
The payment obligations within this Agreement survive termination if the work which
forms the basis of the request for payment has been completed and documented to the City’s
satisfaction and City has not paid for such work in full prior to the termination date.
SECTION 6: PROJECTS.
6.1 Authorized Actions of HCSCC. Pursuant to this Agreement, HCSCC may carry
out any action authorized by law on behalf of, with, or in conjunction with the City (the
“Authorized Actions”). While not an exhaustive list of all Authorized Actions, the Parties agree
that each of the following are Authorized Actions:
(a) Conduct Business. HCSCC may hire staff and/or contract with persons or
organizations to perform HCSCC’s duties described herein, and to undertake the customary work
related to creating a municipal sports and community venue project, which shall include but not
be limited to (i) administrative and governance activities, (ii) financial transactions, (iii)
procurement of goods and services, (iv) marketing and communications, (v) activities that generate
revenues or attract charitable gifts for the benefit of HCSCC or the City, and (iv) acquiring or
developing real property as a municipal sports and community venue project.
6.2 Projects of HCSCC. Any additional service, project, or other action (each a
“Project”) that is not an Authorized Action may be agreed upon by the Parties from time to time.
Proposed Projects shall be submitted to the City for approval pursuant to the terms of this
Agreement. Such Projects may include any project which may be necessary, us eful, or desirable
to lessen the burdens of government and to serve the public purposes and functions of the City.
After City Council has approved a Project, the City and HCSCC shall document the details of the
Project in an Addendum. If approved by City Council, any approved Project Addendum may
appropriate City funding.
SECTION 7: MISCELLANEOUS.
7.1 Independent Contractor. HCSCC and the City covenant and agree that HCSCC
is an independent contractor and not an officer, agent, servant or employee of City; that HCSCC
shall have control of and right to control, in its sole discretion, the details of the work performed
Interlocal Agreement – Harris County Sports & Convention Corporation and City of Baytown Page | 4
and all persons performing same, and shall be responsible for the acts and omissions of its officers,
agents, employees, contractors, subcontractors and HCSCC; that the doctrine of respondeat
superior shall not apply as between City and HCSCC, its officers, agents, employees, contractors,
subcontractors and HCSCC, and nothing in this Agreement shall be construed as creating the
relationship of employer-employee, principal-agent, partners or joint venturers between City and
HCSCC. The Parties understand and agree that the City shall not be liable for any claims which
may be asserted by any third party occurring in connection with the services to be performed by
HCSCC under this Agreement and that HCSCC has no authority to bind the City.
7.2 Right to Hire Third Parties. HCSCC specifically reserves the right to hire third
parties to perform any or all of the undertakings contemplated for the benefit of the City as
described in this Agreement; provided (a) funds are available and budgeted and (b) any such
retained parties possess the requisite licenses and/or permits necessary in order to provide the
applicable trades or services.
7.3 Records.
(a) HCSCC and its subcontractors, if any, shall take commercially reasonable care in
their maintenance of all documents, papers, and records, and other evidence pertaining to the
Services and Projects, and funding provided for in this Agreement, and shall make such documents
available to the City at their respective offices, at all reasonable times and as often as City may
deem necessary during the Agreement period for purposes of the audit described in this Agreement.
(b) HCSCC shall retain any and all documents produced as a result of services or
funding provided under this Agreement for a period of four (4) years from the date of termination
of the Agreement. If, at the end of the retention period, there is litigation or other questions arising
from, involving, or concerning this documentation or the services provided under this Agreement,
HCSCC shall retain the records until the resolution of such litigation or other such questions.
(c) HCSCC is required to make any information created or exchanged with the City
pursuant to this Agreement, and not otherwise excepted from disclosure under the Texas Public
Information Act, available in a format that is accessible by the public at no additional charge to the
City. No information made available to the City by HCSCC shall be construed as a waiver any
right of third parties to receive prior notice and submit briefings to the Office of the Texas Attorney
General prior to the release of such information to the public, in the manner provided by the Texas
Public Information Act.
7.4 Waiver of Attorneys’ Fees. In consideration of the execution of this Agreement and in
consideration of the City’s waiver of its right to attorney’s fees, HCSCC knowingly and
intentionally waives its right to attorney’s fees under Section 271.153, Texas Local Government
Code, as amended, in any administrative proceeding, alternative dispute resolution proceeding,
or litigation arising out of or connected to this Agreement.
7.5 AMENDMENT. This Agreement, including any Addendum, may be amended,
modified, revised or changed by written instrument executed by all the Parties.
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7.6 ADDRESSES AND NOTICE. Unless otherwise provided, any notice, request, or
report provided or permitted to be given, made or accepted by any party to any other party must
be in writing and may be given or be served by depositing the same in the United States mail
postpaid and registered or certified and addressed to the party to be notified, with return receipt
requested, or by personal delivery to such party. Notice deposited in the mail in the manner
described shall be conclusively deemed to be effective, unless otherwise stated, from and after the
expiration of three (3) business days after it is so deposited. Notice given by personal delivery will
be effective only if and when received by the party to be notified. For the purposes of notice, the
addresses of the parties hereto shall, until changed as hereinafter provided, be as follows:
A. If to HCSCC, to:
[ADDRESS]
With a copy to:
[ADDRESS]
B. If to the City, to:
[ADDRESS]
With a copy to:
[ADDRESS]
The Parties shall have the right from time to time and at any time to change their respective
addresses and each shall have the right to specify as its address any other address by at least ten
(10) days’ written notice to the other Parties.
7.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.
SECTION 8: ENTIRE AGREEMENT. This Agreement contains the entire agreement
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between the Parties pertaining to the subject matter here of and fully supersedes all prior
agreements and understandings between the parties pertaining to such subject matter.
SECTION 9: CAPTIONS. The section headings appearing in this Agreement are for
convenience of reference only and are not intended, to any extent and for any purpose, to limit or
define the text of any section or any subsection.
SECTION 10: INCORPORATION OF PREAMBLE AND RECITALS. The
recitals contained in the preamble are found to be true, and such recitals are made a part of this
Agreement for all purposes and are adopted as a part of the judgment and findings of the respective
governing body of each Party.
SECTION 11: INCONSISTENT PROVISIONS. All prior ordinances, orders or
resolutions, or parts, which are in conflict or inconsistent with any provision of this Agreement are
repealed to the extent of such conflict, and the provisions of this Agreement shall be and remain
controlling as to the matters provided in this Agreement. In the event of a conflict with HCSCC’s
Bylaws, the Bylaws shall control.
SECTION 12: GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Texas and the United States of America.
SECTION 13: VENUE. The obligations of the Parties to this Agreement shall be
performable in Harris County, Texas, and if legal action is necessary in connection with or to
enforce rights under this Agreement exclusive venue shall lie in Harris County, Texas.
SECTION 14: CITY APPROPRIATIONS. HCSCC acknowledges that the City has
provided notice that the City’s payment obligations to HCSCC are payable only from funds
appropriated or available for the purpose of this Agreement. City shall provide HCSCC notice of
the failure of City to make an adequate appropriation for any fiscal year to pay the amounts due
under the Agreement or the reduction of any appropriation to an amount insufficient to permit City
to pay its obligations under the Agreement.
SECTION 15: SEVERABILITY. If any provision of this Agreement or the application
to any person or circumstance shall be held to be invalid, the remainder of this Agreement and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the Parties declare that this Agreement would have been enacted without such invalid provision.
SECTION 16: CONSTRUCTION. References are gender neutral. This Agreement and
all the terms and provisions shall be constructed to effectuate the purposes set forth and to sustain
the validity of this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of
the date and year last written below.
Harris County Sports & Convention
Corporation
Chief Executive Officer and Executive
Director of HCSCC
DATE:
CITY OF BAYTOWN, TEXAS
City Manager
DATE:
Approved as to Form:
City Attorney