FCPEMSD Resolution No. 58 RESOLUTION NO. 58
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
FIRE CONTROL, PREVENTION, AND EMERGENCY MEDICAL SERVICES
DISTRICT AUTHORIZING AND DIRECTING THE PRESIDENT TO
EXECUTE AND THE SECRETARY TO ATTEST TO AN INTERLOCAL
AGREEMENT FOR FIRE TRAINING FACILITY DEBT SERVICE WITH THE
CITY OF BAYTOWN; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BAYTOWN FIRE
CONTROL, PREVENTION,AND EMERGENCY MEDICAL SERVICES DISTRICT:
Section 1: That the Board of Directors of the Baytown Fire Control, Prevention, and
Emergency Medical Services District hereby authorizes and directs the President to execute and
the Secretary to attest to an Agreement for Fire Training Facility Debt Service with the City of
Baytown. A copy of such agreement is attached hereto as Exhibit"A" and is 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 Fire Control, Prevention, and Emergency Medical
Services District.
INTRODUCED, READ and PASSED, by the affirmative vote of the Board of Directors
of the Baytown Fire Control, Prevention, and Emergency Medical Services District this the 17t'
day of July, 2018.
,IkENDA BRADLEY SMITH, President
ATTEST:
LETICIA BRYSCH Secretary
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APPROVED AS TO FORM:
tTC&ACIO RAMIREZ, S ., eneral Counsel
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Exhibit "A"
AGREEMENT FOR FIRE TRAINING FACILITY DEBT SERVICE
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement for Fire Training Facility Debt Service(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 FIRE CONTROL, PREVENTION, AND
EMERGENCY MEDICAL SERVICES DISTRICT, a fire control, prevention, and emergency
medical services district created under Chapter 344 of the Texas Local Government Code, as
amended,(the"Act")and located in Harris and Chambers Counties,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 finance
programs of the District consistent with Section 344.151 of the Act.
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:
a) to issue its Certificate of Obligation, Series 2018(the"Certificates")in the maximum
aggregate principal amount not to exceed EIGHT MILLION AND NO/100
DOLLARS ($8,000,000) for (i) the construction of improvements to and the
equipment of fire control, prevention and emergency medical services programs,
including the City's fire training facility; and (ii) costs of professional services
incurred in connection therewith(the"Project"); and
b) to enter into and administer all contracts associated with the construction of
improvements to the fire training facility and related equipment funded by the
Certificates.
The City will provide the District with a schedule of the principal and interest payments due
on the Certificates issued for the Project upon the pricing of the Certificates. Upon delivery of such
schedule to the District,the schedule shall be considered incorporated into this Agreement. Upon the
issuance of any bonds refunding the Certificates, the City will provide the District with a revised
schedule of principal and interest payments, which likewise will be incorporated into this
Agreement.
Agreement for Fire Trainine Facility Debt Service,Page 1
Exhibit"A"
Section 3. Program Reports.
The City shall prepare and submit to the District within thirty(30)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 contract during the previous year along with a summary of
expenditures for the previous fiscal year.
Section 4. Funds to be provided by the District.
For and in consideration of the services to be provided by the City in furtherance of the
District's programs listed in Section 2, the District shall provide the funds to the City in amounts
sufficient to pay the debt service on the Certificates as and when it becomes due,which Certificates
shall mature over a period not to exceed fifteen(15)years from the date of issuance. Such principal
and interest payments will be paid to the City at least fifteen(15)days before the City's payment is
due.
Expenditures will be budgeted on an annual basis. Unless otherwise provided,all payments
required to be made herein shall be payable on or before thirty(30)days after the District receives
the sales and use tax levied pursuant to the provisions of the Act from the State comptroller.
The City understands and agrees that the District's obligation for payment under this
Agreement shall at no time exceed the amount of sales and use tax revenue received by the District.
If adequate funds are not received,the District shall have the obligation to pay the revenues actually
received and the City shall be obligated to expend only to the extent that such revenues cover the
programs enumerated hereinabove.
Section 5. Term.
This Agreement shall be effective for a period commencing on the date executed by the City
Manager and expiring once the payment obligations of the District have been satisfied in full,unless
sooner terminated by either party hereto pursuant to the terms hereof or unless the District is
dissolved prior to such time.
Section 6. Termination for Cause.
A party may terminate its performance under this contract 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 contract as of the 301h 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 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.
Agreement for Fire Training Facility Debt Service,Page 2
Exhibit "A"
Upon the termination of this Agreement, both parties shall be relieved of their respective
obligations herein stated. This Agreement shall not be subject to termination for convenience.
Section 7. 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 8. Refund and Payment upon Termination.
Upon termination of this Agreement pursuant to Section 6 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.
Section 9. Parties in Interest.
This contract shall bind and benefit the City and the District and shall not bestow any rights
upon any third parties.
Section 10. 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 11. Compliance with Applicable Laws.
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.
Agreement for Fire Training Facility Debt Service,Page 3
Exhibit"A"
Section 12. Choice of Law; Venue.
This contract 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 contract is performable in
Harris County, Texas.
Section 13. 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 Fire Control, Prevention, and Emergency Medical Services 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 14. 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 15. Ambiguities.
In the event of any ambiguity in any of the terms of this contract,it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same,
Agreement for Fire TrainingFacility acility Debt Service,Page 4
Exhibit "A"
Section 16. 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 17. 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.
Section 18. 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 19. 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 20. 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 contract in multiple
copies, each of which shall be an original.
CITY OF BAYTOWN BAYTOWN FIRE CONTROL,
PREVENTION AND EMERGENCY
MEDICAL SERVICES DISTRICT
STEPHEN H. DONCARLOS, Mayor BRENDA BRADLEY SMITH,President
ATTEST: ATTEST:
LETICIA BRYSCH, City Clerk LETICIA BRYSCH, Secretary
kobfs0l%legahkarenVileskity councilV'ire control,prevention and emergency medical services district\contracts\20I ftgreement4firetrainingfacilitydebtservice.doc
Agreement for Fire Training Facility Debt Service.Page 5