MDD Resolution No. 295RESOLUTION NO. 295
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL
MANAGER TO EXECUTE AND THE ASSISTANT SECRETARY TO
ATTEST TO THE TERMINATION OF THE DEVELOPMENT PROJECT
CONTRACT BETWEEN THE BAYTOWN LITTLE THEATRE
INCORPORATED AND THE BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT; MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section 1: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the General Manager to execute and the Assistant Secretary to attest to the Termination
of the Development Project Contract between the Baytown Little Theatre Incorporated and the Baytown
Municipal Development District. A copy of said contract is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 2: This resolution shall take effect immediately from and after its passage by the
Board of Directors of the Baytown Municipal Development District.
INTRODUCED, READ and PASSED by the affirmative vote �Ythe Board of Directors of the
Baytown Municipal Development District, this the 11 t" day of October, Ai 16.
/STEPHEN H.
A b T:
L A BRYSCH, tant Secretary
Ar ROVED AS TO FORM: = '` f
r �3 � \
y
ACIO RAMIREZ, SR., Ge er 1 Counsel
President
C cobfsOl ',legal`.Karen \Files`.City CounciMunicipal Development District Resolutions\2016. October \TerminationofBLTContract.doc
Exhibit "A"
Termination of the Development Project Contract
STATE OF TEXAS
COUNTY OF HARRIS
This Termination of the Development Project Contract (this "Termination Agreement ") is
made and entered into by and between THE BAYTOWN LITTLE THEATER
INCORPORATED, a Texas nonprofit corporation (hereinafter referred to as "BLT ") and the
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT (hereinafter the "District ") .
WITNESSETH:
WHEREAS, the District and BLT entered into a Development Project Contract for a
development project consisting of the construction of a new 37,000 square foot theater within the
District's boundaries and near the intersection of N. Main Street and Texas Avenue and more
particularly described as follows:
(the "2012 Property"); and
WHEREAS, thereafter, BLT acquired by donation additional property and the
improvements thereon, which is located within the District's boundaries, near the intersection of
S. Main Street and Texas Avenue, and more particularly described as follows:
FICAD
r
Accomit '
LTS 13, 14, 15 & 16 BLK 53 &
0500650000013
LTS 9, 10, 11, & 12, BLK 4,
2 S. MAIN ST.
GOOSE CREEK
BAYTOWN TX 77520
LT 4 & W 8 FT OF LT 3 BLK
60
0500720000003
(0 16 & 051 *THOMAS
16 E. TEXAS AVE.
WRIGHT)
BAYTOWN TX 77520
GOOSE CREEK
(the "2013 Property"); and
WHEREAS, after it acquired the 2013 Property, BLT, instead of constructing a theater on
the 2012 Property, BLT desired:
Termination of the Development Proiect Contract, Page 1
1. to renovate the building on the 2013 Property to convert it into a theater; and
2. to construct a parking lot on the 2012 Property.
WHEREAS, based upon this change, the District and BLT amended the Development
Project Contract in order to allow BLT to renovate the building located on the 2013 Property and
to construct a parking lot on the 2012 Property; and
WHEREAS, ultimately, BLT constructed a theater on the 2012 Property; and
WHEREAS, BLT desires the Development Project Contract, as amended, to be
terminated and the liens placed on the 2012 Property and the 2013 Property pursuant thereto to
be released;
WHEREAS, the District is agreeable to terminating the Development Project Contract, as
amended, and releasing the liens, subject to the terms and conditions stated herein;
NOW THEREFORE, for and in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
I.
Termination
BLT and the District mutually agree to terminate the Development Project Contract dated
May 28, 2012, including the amendment thereto dated April 30, 2013, subject to the following
terms and conditions:
1. The effective date of the termination shall be , 2016,
( "Termination Date ") and no further notice of such termination be required by either
party.
2. On the Termination Date, BLT and the District shall be relieved of all obligations under
the Agreement, including, but not limited, to:
a. BLT's requirement:
(1) to operate a community theater for at least ten (10) years commencing on
the date of the Development Project's certificate of occupancy;
(2) to maintain and submit to the District financial records, quarterly reports,
annual reports, notice of meetings, and audited financial statements;
(3) to use monies received for the construction costs of the Development
Project; and
(4) to allow a lien to be placed on the 2012 Property and 2013 Property; and
b. The District's requirement to pay BLT in accordance with Section 4 of the
Development Project Contract.
Termination of the Development Project Contract, Page 2
3. Within sixty (60) days of the Termination Date, the District shall provide BLT a release
of lien for each of the above - described properties, which the District shall record in the
real property records of the Harris County Clerk.
II.
General Provisions
2.01 If any part, term, or provision of this Termination Agreement shall be held illegal,
unenforceable, or in conflict with any law of a federal, state or local government having
jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be
affected by such holding and the Agreement shall nonetheless be deemed terminated.
2.02 This Termination Agreement constitutes the entire agreement and all
understandings between the parties concerning the subject matter hereof and supersedes all prior
proposals or other communications between the parties, oral or written. No modifications and
amendments hereto shall be binding upon either party unless in writing and signed by a duly
authorized representative of the parties.
2.03 This Agreement shall in all respects be interpreted and construed in accordance
with and governed by the laws of the State of Texas, regardless of the place of execution or
performance. The place of making and the place of performance for all purposes shall be deemed
to be Baytown, Harris County, Texas.
2.04 The individuals executing this Agreement warrant and represent that they are duly
authorized to execute this Agreement on behalf of the District and BLT as binding act and
agreement of the District and BLT, respectively.
2.05 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.
2.06 It is understood and agreed that this Termination Agreement may be executed in a
number of identical counterparts each of which shall be deemed an original for all purposes.
IN WITNESS THEREOF AND INTENDING TO BE LEGALLY BOUND, the parties
have caused this Agreement to be signed by its duly authorized officer on the dates indicated
below.
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
RICHARD L. DAVIS, General Manager
(Date)
Termination of the Develooment Proiect Contract, Page 3
ATTEST:
LETICIA BRYSCH, Assistant Secretary
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., General Counsel
THE BAYTOWN LITTLE THEATER
INCORPORATED
JAN HERRING- SEELEY, President
(Date)
STATE OF TEXAS
COUNTY OF HARRIS §
Before me, the undersigned notary public, on this day
personally appeared Jan Herring- Seeley in her capacity as President of The Baytown Little
Theater Incorporated, a Texas nonprofit corporation,
known to me
proved to me on the oath of or
proved to me through his current {description of
identification card or other document issued by the federal government or any state government
that contains the photograph and signature of the acknowledging person)
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that she executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this _day of 12016.
Notary Public in and for the State of Texas
My commission expires: _
R:'.Karen'•Files.City Councir.Municipal Development District \Contracts \Contracts 2016 \BLTTerminationAgreement.doc
Termination of the Development Project Contract, Page 4