Ordinance No. 15,910 ORDINANCE NO. 15,910
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, APPROVING THE FIRST ADDENDUM TO INTERLOCAL
AGREEMENT BETWEEN HARRIS COUNTY SPORTS & CONVENTION
CORPORATION AND CITY OF BAYTOWN, TEXAS AND PROVIDING FOR
THE EFFECTIVE DATE THEREOF.
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WHEREAS, on January 22, 2024, the City of Baytown, Texas (the "City") and Harris
County Sports & Convention Corporation ("HCSCC") executed the Interlocal Agreement between
them (the "Interlocal 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;
WHEREAS, the Interlocal Agreement provides that 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 the Interlocal Agreement;
WHEREAS, the City and HCSCC now desire to provide additional terms for the City's
"Project Vector", which is described in the Interlocal Agreement as "a municipal sports and
community venue project"; and
WHEREAS, the City finds that entering into this First Addendum relating to Project Vector
is for the benefit of the City and its residents.
NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the facts and matters set forth in the recitals of this Ordinance are hereby
found to be true and correct and are herein adopted by the City Council of the City of Baytown,Texas.
Section 2: The City does hereby approve the First Addendum to Interlocal Agreement.
Said First Addendum is attached hereto as Exhibit "A" and incorporated herein for all intents and
purposes.
Section 3: This Ordinance will take effect immediately from and after its passage by the City
of Council of the City of Baytown,Texas.
INTRODUCED, READ, AND PASSED by the affirmative vote of the City Council of the City of
Baytown,Texas, this 121h day of September,2024.
BRANDON CAPETI _LO, Mayor
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SCOTT LE. O D, City Attorney
EXHIBIT "A"
FIRST ADDENDUM TO INTERLOCAL AGREEMENT BETWEEN
HARRIS COUNTY SPORTS & CONVENTION CORPORATION AND
CITY OF BAYTOWN, TEXAS
This First Addendum to Interlocal Agreement ("First Addendum") is made as of
September 12, 2024 (the "Effective Date") 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 collectively as "Parties"and individually as a"Party."
RECITALS
A. On January 22, 2024, the Parties executed the Interlocal Agreement between Harris
County Sports and Convention Corporation and the City of Baytown, Texas (the
"Interlocal 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.
B. The Interlocal Agreement provides that 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 the Interlocal Agreement.
C. The Parties now desire to provide additional terms for the City's "Project Vector",which
is described in the Interlocal Agreement as "a municipal sports and community venue
project".
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: INTERLOCAL AGREEMENT. This First Addendum is attached to and
incorporated by reference to the Interlocal Agreement. If any provision of this First Addendum
conflicts with any provision of the Interlocal Agreement,the provision of this First Addendum will
control. Defined terms used in this Addendum will have the same meaning given such terms in
the Interlocal Agreement unless otherwise indicated in this Addendum. The Parties agree that
except as specifically modified by this First Addendum, the terms of the Interlocal Agreement
remain in full force and effect.
SECTION 2: FINDINGS.Each of the Parties finds that entering into this First Addendum
relating to Project Vector is for the benefit of the City and its residents and HCSCC and its
constituents.
SECTION 3: PROJECT VECTOR. Pursuant to and in addition to Section 6 of the
Interlocal Agreement, the Parties agree to the following terms and conditions related to Project
Vector.
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3.1 Authorized Actions of HCSCC related to Project Vector. The Parties agree that
the following non-exclusive list are Authorized Actions:
(a) Owner's Representative. HCSCC may serve as the City's representative and liaison
between the Project Vector design professionals, construction contractors, regulatory agencies,
and other stakeholders throughout the project.
(b) Project Management. HCSCC is authorized to coordinate and manage all Project
Vector matters during the planning, design, construction, and close-out phases including
procurement of services, coordinate a master schedule and budget, and coordinate with City staff,
professional service firms, contractors, approval and funding agencies, the City's financial and
transactional advisors, and other Project Vector consultants.
3.2 City Role. The Parties agree that the City will retain the following roles in relation
to Project Vector:
(a) Landowner and Ground Lessor. The City will act as the ground lessor for Project
Vector and as a steward for its land and any improvements built.
(b) Stakeholders and Representative. City professionals will be the key stakeholders in
planning, scheduling, and coordination of Project Vector. The City designates the City's
Economic Development Manager, Brian Moran (or his designee), as its representative who will
(1) serve as the primary point of contact to HCSCC for Project Vector and (2) who will
communicate final decision-making authority to HCSCC for Project Vector ("City's Project
Vector Representative"). The City will notify HCSCC of any change to the City's Project Vector
Representative in accordance with the Interlocal Agreement.
(c) Design Rei-ievv. The City will remain involved in the design and construction
process and will provide guidance and consultation to the selected developer of Project Vector to
meet all applicable standards and requirements.
3.3 Project Vector Expense Reimbursements. The Parties agree that the following
payment terms apply to Project Vector:
(a) Deposit. Unless otherwise agreed to by the Parties, on January 31, 2025, the City
will provide an advance payment to HCSCC in the amount of One Million Dollars($1,000,000.00)
as a deposit to fund the anticipated costs associated with the services rendered under this First
Addendum (the "Advance Payment").
(b) Dravt-down and Accounting. HCSCC will be entitled to draw down amounts from
the Advance Payment to cover the actual and reasonable expenses incurred beginning on January
1, 2024 in direct relation to the provision of services under this First Addendum. HCSCC will
provide the City with monthly invoices outlining all such expenses that have been accumulated
and.or drawn down from the prior month. HCSCC agrees to maintain accurate and comprehensive
financial records and supporting documents for all expenditures for which it has drawn down from
the Advance Payment. Upon request by the City,but not more than once per quarter,HCSCC will
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provide a detailed accounting of its use of the Advance Payment funds showing verifiable evidence
of expenditures made.
(c) Rates. The Parties agree that the following rates apply to the services listed in the
Expense Reimbursement Schedule.
Expense Reimbursement Schedule
Authorized Expense Rate
HCSCC Staff
CEO/Executive Director $150/hour
Director of Finance $125/hour
Director of Projects $100/hour
Administrative Support $40/hour
Consultants
Bill Merrill $200 hour
Russ Simons $275 hour
Mark Miller $325 hour
The Parties further agree that should HCSCC incur any reasonable and actual expenses not
listed as an Authorized Expense in the Expense Reimbursement Schedule, HCSCC may draw
down the actual pass-through cost of the expense, including but not limited to all expenses
associated with pre-approved travel, lodging, meals, and mileage at the prevailing IRS rate.
(d) Replenishment of Advance Payment. HCSCC will notify the City when the
remaining balance of the Advance Payment falls below twenty percent (201b) of the original
Advance Payment amount. Within sixty(60) calendar days from the date the City receives notice
from HCSCC under this section, the City will either replenish the Advance Payment amount to its
original amount or notify HCSCC to cease rendering services under the Interlocal Agreement and
this First Addendum.
(e) Unexpended Funds. Upon tennination of the Interlocal Agreement, any
unexpended funds from the Advance Payment will be promptly accounted for and returned to the
City within forty-five (45) days, unless otherwise agreed to by the Parties.
3.4 Other Project-Related Costs. The Parties may agree for HCSCC to incur other
reimbursable costs related to the development and operation of Project Vector including costs for
construction, architectural engineering fees, testing, inspections, operating, staffing, pre-opening
and grand opening, purchase of goods and services, permits, insurance, and other costs directly
related to Project Vector. Should the Parties agree to such an arrangement, the Parties will
evidence their agreement in writing, with email correspondence being deemed sufficient.
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SECTION 4: MULTIPLE COUNTERPARTS/EXECUTION. This First Addendum
may be executed in several counterparts. Each counterpart is deemed an original and all
counterparts together constitute one and the same instrument. In addition,each Party warrants that
the undersigned is a duly authorized representative with the power to execute this First Addendum.
[EXECUTION PAGE TO FOLLOW]
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HARRIS COUNTY SPORTS & CITY OF BAYTOWN,TEXAS
CONVENTION CORPORATION
By: — - By: ---
Name: Ryan Walsh Name: Jason Reynolds
Title: CEO & Executive Director Title: City Manager
Date: Date:
APPROVED AS TO FORM:
By:
Name: Scott Lemond
Title: City Attorney
Date:
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