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Ordinance No. 9,271ORDINANCE NO. 9271 ® AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A TRI -PARTY AGREEMENT RELATING TO THE DUTIES AND RESPONSIBILITIES INVOLVING REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN; 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 and directs the City Manager to execute and the City Clerk to attest to a Tri -Party Agreement relating to the duties and responsibilities involving Reinvestment Zone Number One, City of Baytown. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof 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 20`h day of November, 2001. G� PETE C. ALFARO, M or ATTEST: I/4 CaV W. SMIT --. , City Clerk APPROVED AS TO FORM: NACIO RAMMEZ, SR., Attorney c:\klh280\ Council\ Ordinance \Tri- PartyAgreementOrd inance AGREEMENT BY AND BETWEEN THE CITY OF BAYTOWN, TEXAS, REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN, AND THE BAYTOWN REDEVELOPMENT AUTHORITY THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF HARRIS § THIS AGREEMENT (this "Agreement "), effective as of m) 2001, is made by and between the CITY OF BAYTOWN, TEXAS, a municipal corporation and a home -rule city in the State of Texas (the "City'; REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN, a reinvestment zone created by the City pursuant to Chapter 311, Texas Tax Code (the "Zone'); and the BAYTOWN REDEVELOPMENT AUTHORITY, a nonprofit local government corporation organized and existing under the laws of the State of Texas (the "Authority'). RECITALS �.. WHEREAS, by Resolution No. 1516 of the City Council of the City adopted on October 25, 2001, the City authorized the creation of the Authority to aid, assist and act on behalf of the City in the performance of the City's governmental functions with respect to the common good and general welfare of Baytown; and WHEREAS, by Ordinance No. 9197, the City created the Zone pursuant to Chapter 311, TExAs TAx CODE (the "TIRZ Act "); and WHEREAS, the Board of Directors of the Zone ( "Zone Board) and the City Council of the City each approved and adopted a Project Plan and a Reinvestment Zone Financing Plan for the Zone; and WHEREAS, the City and the Zone Board have determined that it will be advisable to have the Authority assist the Zone Board and act as consultant to the Zone Board in the implementation of the Project Plan and the Reinvestment Zone Financing Plan and provide the other services set forth in this Agreement, including the construction of improvements and the issuance of its bonds to facilitate the Plan; and WHEREAS, the City and the Zone desire to contract with the Authority to provide the assistance described in this Agreement during the term of the Zone, and to finance the efforts of the Authority using tax increments as provided herein; 0 NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the City, the Zone and the Authority agree as follows: n I. DEFINITIONS Definitions. The terms "Agreement," "Authority," "City," and "Zone Board" have the meanings set forth in the preamble hereof, and the following capitalized terms shall have the meanings provided below, unless otherwise defined or the context clearly requires otherwise. For purposes of this Agreement the words "shall" and "will" are mandatory, and the word "may" is permissive. "Appraisal District" shall mean the Harris County Appraisal District. "Authority Obligations" shall mean the notes or other contractual obligations that the Authority may incur from time to time with a Developer pursuant to Article III hereof and includes without limitation Development Agreements. "Bonds" shall mean the TIRZ Bonds, as applicable. "Captured Appraised Value" shall mean the total appraised value of property in the Zone as of January 1 of any year less the Tax Increment Base of the Zone, all as defined in the TIRZ Act. "City Council" shall mean the governing body of the City. "City Manager" shall mean the City Manager of the City, or such person as he or she shall designate. "County" shall mean Harris County, Texas "Developer" shall mean a person who is developing or redeveloping, or proposes to develop or redevelop, a TIRZ Projecfwithin the Zone and may include natural persons, private entities, public or private not - for - profit corporations, the City, a school district, the County, the State of Texas, any other governmental bodies, or any other kind of person. "Development Agreement" shall mean an agreement between the Authority and a Developer relating to the development, construction, remodeling, or rehabilitation of a TIRZ Project. "Financing Plan " shall mean the reinvestment zone financing plan for the Zone as amended from time to time pursuant to the TIRZ Act, as adopted by the Zone Board and approved by the City Council. 2 ® "Interlocal Agreement" means the Interlocal Agreement between the City, the Zone and any participating taxing unit approved by with respect to the participation of the taxing unit in the Zone, as such may be amended from time to time. "Plan " shall mean the TIRZ Plan. "Project Cost" shall mean those costs of public works and improvements and otherr costs for which payment can be made pursuant to the TIRZ Act that are identified in the TIRZ Plan. "Project Plan shall mean the project plan for the Zone as it may be amended from time to time pursuant to the terms of the TIRZ Act, as adopted by the Zone Board and approved by the City Council "Projects" shall mean the TIRZ Projects. "Revenue Fund" shall mean the fund established by the Authority comprised of the TIRZ Revenue Fund subaccount. "School District" shall mean the Goose Creek Consolidated Independent School District. "School District Educational Facilities Costs" means the money to be paid annually to the School District for educational facilities project costs pursuant to the Interlocal Agreement. "Tax Increment" shall mean the amount of property taxes collected each year by each Taxing Unit participating in the Zone (to the extent of their participation) on the Captured Appraised Value. "Tax Increment Base" shall mean the total appraised value of all real property taxable by the City and located in the Zone as of January 1, 2001, the year in which the Zone was effective and designated as a reinvestment zone, plus the total appraisal of all real property taxable by the City and the other Taxing Units participating in the Zone and annexed to the Zone determined as of January 1 of the year in which any future area is annexed to the Zone. "Tax Increment Fund" shall mean the Tax Increment Fund created by the City for the Zone including any subaccount therein into which all Tax Increments shall be deposited by the City. "Taxing Unit" shall mean the County, the School District, the Lee College District and any other Taxing Unit that participates in the TIRZ. "TIRZ Bonds" shall mean the bonds of the Authority payable from a pledge of the TIRZ Revenue Fund. "TIRZ Plan " shall mean the Project Plan and the Financing Plan. ® "TIRZ Project" shall mean any project for which monies in the Tax Increment Fund can be used pursuant to the TIRZ Act and which has been approved in the Project Plan and the Financing Plan. "TIRZ Revenue Fund' shall mean the subaccount of the Revenue Fund into which the Tax Increments are deposited by the City for the use of the Authority hereunder. II. SCOPE OF SERVICES BY AUTHORITY To the extent of available funds and subject to the limitations of this Agreement, the services that the Authority may furnish consist of, among other things, the following: A. Management and Administrative Services and Consultants. The Authority will provide management and administrative services for the Zone. The services without limitation may include the following: 1. Provide the staff, including a public information officer, and administrative services that are necessary to manage the Zone and provide or supervise the services and the Proj ects; 2. Provide management, financial and program monitoring systems for the administration of the Zone; 3. Provide any required reports to the City and the Zone Board concerning the administration of the Zone; 4. Subject to the terms of this Agreement, recruit, hire, pay and supervise the consultants and any work force that the Authority will utilize to furnish services required for the development or redevelopment of the Zone; 5. Provide staff to participate in meetings concerning the administration of the Zone in all its capacities, including the services to the Zone Board when managing the Zone; 6. Provide liaison and coordination between the Zone, the City, the County, the School District, other Taxing Units, property owners, and other persons and groups interested in the redevelopment activities of the Zone; 7. Supervise and monitor the performance of consultants and subcontractors who are employed by the Authority; 4 8. Assist in briefing Developers, property owners and other persons concerning proposed activities and developments that would complement. public and private development activities in the Zone; 9. Function as the information/complaint center for all matters relating to the administration of the Zone and advise the Zone Board and the City in a timely manner of any problems concerning the Zone; and 10. Provide engineering, planning, legal, financial, real estate, and other services through consultants engaged by the Authority as may be requested by the Zone Board or the City. B. Services With Respect to the Plan and Enlargement of the Zone. Act as consultant to the Zone in the implementation and amendment of the Plan in accordance with applicable law. 2. The Authority will review areas for addition to the Zone as requested by the Zone Board and will provide information with respect to any proposed enlargement that may be required by the Zone Board including, if requested, the information required for a preliminary Project Plan and a preliminary Financing Plan with respect to the enlargement of the Zone. C. Tax and Assessment Rolls. 1. Assist the Zone Board and the City with respect to the preparation of special tax rolls relating to the Zone. The Authority will analyze property uses in the Zone, compare them to the records of the Appraisal District, and attempt to reconcile the tax rolls of the Appraisal District with the actual land uses. 2. Assist the City in securing a tax roll for the Zone each year, and assist the Zone Board, the City, and the Appraisal District in having the Zone tax rolls correctly reflect the total appraised value of real property in the Zone for that year and showing separately the Tax Increment Base and the Captured Appraised Value. The Authority will assist the Zone Board and the City in advising all Taxing Units participating in the Zone with respect to the Captured Appraised Value and the amount of Tax Increment of each Taxing Unit which is to be paid into the Tax Increment Fund as required by the TIRZ Act. D. Zone Planning, Design and Infrastructure Improvements. The Authority will assist the City and the Zone Board in preparing a development plan and provide technical assistance to encourage public and private property owners to make improvements or provide services. 0 E. Development Programs. The Authority will assist the City and the Zone Board: ® 1. To establish a program to encourage economic development and redevelopment in the Zone; 2. In preparing a program to encourage the development of the Zone; 3. In identifying obstacles to development in the Zone and in preparing a plan for application to the Zone to eliminate those obstacles; F. Construction of Projects. The Authority may construct infrastructure, buy equipment and supplies, and deal in real estate as necessary to implement the Plan and as permitted by the TIRZ Act and the Authority's Bylaws: 1. To the extent funds are available, the Authority may design and construct Projects identified in the Plan that meet the qualifications of the TIRZ Act as applicable; and 2. To the extent funds are available, the Authority may buy, sell, lease and otherwise deal in real estate pursuant to the Project Plan and a Financing Plan for the Zone. G. Subcontractors. The Authority may provide the services required by this Agreement through staff, subcontractors, and/or consultants subject to the conditions of this Agreement. III. OBLIGATIONS OF THE AUTHORITY A. General Statement. The Authority has the authority to enter into Authority Obligations with Developers and enter into contracts with consultants and others to be paid from monies to be paid by the City and the Zone to the Authority from Tax Increments pursuant to this Agreement, and further, the Authority may issue Bonds with the consent of the City Council; provided that nothing in this Agreement shall be construed to authorize the Authority to expend any of the Tax Increment funds received pursuant to this Agreement for any costs other than Project Costs. B. Power to Incur Authority Obligations. Subject to the provisions of this Article, the Authority shall have the power from time to time to issue and incur Authority Obligations and enter into contracts with consultants upon such terms and conditions as the Authority Board and the Zone Board shall determine to be necessary or desirable to implement the Plan. The Authority Obligations may be in the form of a Development Agreement with the Developer of a Development who agrees to construct, improvements or other facilities included in the Plan in exchange for the obligation of the Authority to repay the Developer for such costs from future payments made by.the City and the Zone to the Authority pursuant to this Agreement. All Development Agreements shall specify which Plan pursuant to which it is entered, and shall provide that (i) the Authority will not reimburse any Developer for any Project that is determined to be an ineligible Project Cost under the TIRZ Act; and (ii) the Developer shall repay the Authority for any payment made by the Authority to the Developer that is determined to be ineligible. C. Approval of Bonds and Other Obligations. The Authority may issue Bonds secured by payments made pursuant to this Agreement with the approval of City Council. D. Use of Tax Increments. Amounts deposited in the TIRZ Revenue Fund shall be applied in the following order of priority (i) amounts pledged 'or required for the payment of outstanding Bonds secured by the TIRZ Revenue Fund, including Bonds in the process of issuance and refunding Bonds, (ii) administrative costs of the Zone and the Authority relating to the Zone, and (iii) payments of other Authority Obligations relating to the Zone. E. Pledge of Revenue Fund. The Authority and the Zone Board may pledge and assign all or a part of the Revenue Fund under this Agreement to: With respect to the TIRZ Revenue Fund, the owners and holders of TIRZ Bonds, and Developers pursuant to a Development Agreement for TIRZ Improvements. The City consents to any assignment and pledge consistent with this Agreement and approves the terms and conditions of the instruments assigning or pledging the proceeds to be received by the Authority pursuant to this Agreement. IV. DUTIES AND RESPONSIBILITIES OF THE CITY AND THE ZONE A. Tax Increment Fund. The City has established and will maintain a separate Tax Increment Fund, including subaccounts if necessary, in the City treasury into which Tax Increments shall be deposited. During the term of this Agreement, Tax Increments shall be paid to the Authority from the Tax Increment Fund as herein provided. B. Limitation of Source of Payment. The City and the Zone shall have no financial obligation to the Authority other than as provided in this Agreement or in other agreements between the City, the Zone and the Authority. The obligation of the City and the Zone to the Authority under this Agreement is limited to the Tax Increments that are collected by the City. This Agreement shall create no obligation on the City or the Zone that is payable from taxes or other monies of the City other than the Tax Increments that are collected by the City. The obligation of the City and the Zone to the Authority under this Agreement shall be subject to the rights of any of the holders of Bonds or other obligations that have heretofore or are hereafter issued by the City, the County, and any other Taxing Units that are payable from or secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of the City, the County, and the other Taxing Units. C. Collection and Payment of Tax Increments by the City and the Zone. In consideration of the services and TIRZ Projects to be provided by the Authority, the City and the Zone covenant and agree that they will, as authorized under the TIRZ Act and other applicable laws, continuously collect the Tax Increments.from the Taxing Units whose participation in the Zone is reflected in the TIRZ Plan during the term of this Agreement in the manner and to the maximum extent permitted by ® applicable law. To the extent the City and the Zone may legally do so, the City and the Zone also ® covenant and agree that they will not permit a reduction in the Tax Increments paid by the Taxing Units except to the extent provided in the agreement with the Taxing Unit executed at the time the Taxing Unit agrees to participate in the Zone. In addition, the City covenants and agrees that it will not dissolve the Authority and that any repeal of the right and power to collect the Tax Increments will not be effective until all the TIRZ Bonds or other TIRZ- related Authority Obligations have been paid in full or until they are legally defeased. The City and the Zone further covenant and agree that they will make all payments as set forth in Article V below, by a direct deposit into the TIRZ Revenue Fund, without counterclaim or offset, but minus any expenses incurred by the City in connection with the collection of the Tax Increments and minus any amount retained pursuant to the provisions set forth in Article V below. D. Obligations of City and the Zone to be Absolute. The obligation of the City and the Zone to make the payments set forth in this Agreement shall be absolute and unconditional, and until such time as this Agreement, Bonds, and the contractual obligations of the Authority incurred pursuant to this Agreement have been fully paid or provision for payment thereof shall have been made in accordance with their terms (or, with respect to the Tax Increments, the date of expiration of the Zone, if earlier), the City and the Zone will not suspend or discontinue any payments provided for in this Agreement and will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Agreement except as provided in Article XVII. Nothing contained in this section shall be construed to release the Authority from performance of any of the agreements on its part contained in this Agreement, and in the event the Authority shall fail to perform any such agreement on its part, the City may institute such action against the Authority as the City may deem necessary to compel performance so long as this action does not abrogate the obligations of the City and the Zone to make the payments set forth in this Agreement to pay the Bonds of the Authority or to meet its Authority Obligations to Developers. V. CITY PAYMENT TO AUTHORITY A. TIRZ Payments. The City, on behalf of itself and the Zone, will pay the Authority, not later than the first business day of each calendar quarter during the term of this Agreement, all monies then available in the Tax Increment Fund, subject to the retention by the City of (i) an amount equal to the City's direct administrative costs connected with the Zone and the TIRZ Plan, not to exceed five percent of the amount available in the Tax Increment Fund; and (ii) the School District Educational Facilities Costs, if applicable. The Authority shall deposit the payments received pursuant to this Section into the TIRZ Revenue Fund and use the monies in the TIRZ Revenue Fund for payment of its TIRZ- related costs, its obligations to the holders of its TIRZ Bonds, its obligations to Developers pursuant to a TIRZ Development Agreement, or its other contractual obligations. The obligation to make these payments shall survive a termination of this Agreement as provided by Article XVII hereof. 8 VI. ACCOUNTING AND AUDITS A. Accounts, records, and accounting reports. The Authority will maintain books of records and accounts in which full, true, and proper entries will be made on all dealings, transactions, business, and matters that in any way affect or pertain to the operation of the Zone, and the allocation and application of funds provided hereunder. All such records shall be maintained in accordance with accounting generally accepted principles and shall be clearly identified and readily accessible. The Authority shall provide free access to the books and records at all times to the City and the Zone or their representatives and shall permit them to examine and audit the same and make copies thereof. The Authority shall further allow the City and the Zone and their representatives to make inspections of all work data, documents, proceedings, and activities related to this Agreement. Such right of access and audit shall continue for a period of three years from the date of final payment under this Agreement or for such longer period of time as proscribed by law. The Authority will operate on the basis of the same fiscal year as the City. B. Audit. At the end of each fiscal year (beginning with the fiscal year or fraction thereof during which this Agreement is executed), the Authority will have an audit prepared by an independent Certified Public Accountant for that fiscal year that shall be submitted to the Authority, the Zone and the City within 120 days after the end of the fiscal year. The Authority shall furnish copies of the audit to the City Council, City Manager and the Zone Board. C. Authority DepositorX. Any monies received from investing and reinvesting the monies paid by the City and the Zone to the Authority shall remain in the TIRZ Revenue Fund until used by the Authority for the purposes permitted by this Agreement, and may be commingled with other monies of the Authority; provided that these funds shall be accounted for separately. Such funds shall be invested and reinvested by the Authority only in investments that would be eligible for investment by the City pursuant to the provisions of the Public Funds Investment Act (Chapter 2256, Texas Government Code). Such funds will be secured by the depository bank in the same manner as City funds are required to be secured at the City depository and in accordance with applicable law and City procedures. VII. RIGHT OF OWNERSHIP All property and improvements purchased by the Authority shall be the property of the Authority and shall be maintained by the Authority throughout the term of this Agreement and the Authority may lease, sell or otherwise dispose of such property upon such terms and conditions as the Authority deems desirable; provided that, if any T1RZ Project is integrated in and used as part of the City's infrastructure, it shall be conveyed to the City at the time of such integration, at the City's discretion. Upon termination of this Agreement or dissolution of the Authority, title to all Authority ® property shall immediately vest in the City without the need for further action on the part of the City. ® VIII. PERSONAL LIABILITY OF PUBLIC OFFICIALS To the extent permitted by State law, no director of the Authority, nor any employee or agent of the Authority, no director of the Zone, nor any employee or agent of the Zone, and no employee of the City, nor any agent of the City, shall be personally responsible for any liability arising under or growing out of the Agreement, or operations of the Authority under the terms of this Agreement. IX. CITY AND ZONE NOT LIABLE FOR DELAY It is expressly agreed that in no event shall the City or the Zone be liable or responsible to the Authority or any other person for or on account of, any stoppage or delay in the work herein provided for by injunction or other legal or equitable proceedings, or from or by or on account of any delay for any cause over which the City or the Zone has no control. X. INDEMNITY AND RELEASE A. INDEMNITY FOR PERSONAL INJURIES. THE AUTHORITY COVENANTS AND AGREES TO, AND DOES HEREBY, DEFEND, INDEMNIFY AND HOLD THE CITY, THE ZONE, AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (THE "INDEMNIFIED PERSONS "), HARMLESS FOR ALL CLAIMS, CAUSES OF ACTION, LIABILITIES, FINES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS AND INTEREST) FOR INJURY, DEATH, DAMAGE OR LOSS INJURIES, INCLUDING DEATH, TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO ANY PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY: 1. THE AUTHORITY'S AND /OR ITS AGENTS', EMPLOYEES', OFFICERS', DIRECTORS', CONTRACTORS', OR SUBCONTRACTORS' (COLLECTIVELY IN LETTERED PARAGRAPHS 1 -3, "AUTHORITY'S') ACTUAL OR ALLEGED NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS; 2. THE INDEMNIFIED PERSONS' AND THE AUTHORITY'S ACTUAL OR ALLEGED CONCURRENT NEGLIGENCE, WHETHER THE AUTHORITY IS IMMUNE FROM LIABILITY OR NOT; AND 3. THE INDEMNIFIED PERSONS' AND THE AUTHORITY'S ACTUAL OR ALLEGED STRICT PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY, WHETHER THE AUTHORITY IS IMMUNE FROM LIABILITY OR NOT. 10 IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN THIS ARTICLE X IS AN INDEMNITY BY THE AUTHORITY TO INDEMNIFY AND PROTECT THE INDEMNIFIED PERSONS FROM THE CONSEQUENCES OF (I) THE INDEMNIFIED PERSON'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE AND /OR (II) THE AUTHORITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE THE AUTHORITY SHALL DEFEND, INDEMNIFY, AND HOLD THE INDEMNIFIED PERSONS HARMLESS DURING THE TERM OF THIS AGREEMENT AS WELL AS AFTER THE AGREEMENT TERMINATES. THE AUTHORITY SHALL NOT INDEMNIFY THE INDEMNIFIED PERSONS FOR THE INDEMNIFIED PERSONS' SOLE NEGLIGENCE. B. INDEMNITY TO CITY PROPERTY. AUTHORITY SHALL LIKEWISE INDEMNIFY AND HOLD HARMLESS THE CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF AUTHORITY, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. C. RELEASE. THE AUTHORITY AGREES TO AND SHALL RELEASE THE INDEMNIFIED PERSONS FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE, OR LOSS IS CAUSED BY THE INDEMNIFIED PERSONS' SOLE OR CONCURRENT NEGLIGENCE. D. DEFENSE OF CLAIMS. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST AN INDEMNIFIED PERSON BY REASON OF ANY OF THE ABOVE, THE AUTHORITY FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE INDEMNIFIED PARTY. E. Payment from Tax Increment. All costs of obligations of the Authority imposed by this Article may be paid from proceeds from insurance or, to the extent provided by law, Tax Increments. 11 0 X1. INDEPENDENT CONTRACTOR It is expressly understood and agreed that the Authority shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the City or the Zone; that except as herein provided, the Authority shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder, and all persons performing the same; and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors; that the doctrine of respondeat superior shall not apply as between the City or the Zone and the Authority, its officers, agents, employees, contractors, and subcontractors; and that nothing herein shall be construed as creating a partnership or j oint enterprise between the City or the Zone and the Authority. No person performing any of the work and services described hereunder shall be considered an officer, agent, servant, or employee of the City or the Zone. XII. INSURANCE The Authority shall obtain and maintain insurance coverage continuously during the term of this Agreement, and the Authority shall contract with each contractor engaged by it hereunder to maintain (and cause each of its subcontractors to maintain) insurance coverage during the term of its contract, in substance and amount as may be agreed upon by the Parties. XIII. ADDRESS AND NOTICE Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the receiving party at the following addresses: Baytown Redevelopment Authority c/o David Hawes P.O. Box 22167 Houston, Texas 77092 Attn: President, Board of Directors Reinvestment Zone Number One c/o David Hawes P.O. Box 22167 Houston, Texas 77092 Attn: Chair, Board of Directors 12 ® City of Baytown 2401 Market Street P.O. Box 424 Baytown, Texas 77522 -0424 Attention: City Manager Each party may change its address by written notice in accordance with this section. Any communication addressed and mailed in accordance with this section shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, the Authority, the Zone, or the City, as the case may be. XIV. APPLICABLE LAWS This Agreement is made subject to the Constitution and laws of the State of Texas and the Charter of the City. XV. CAPTIONS The captions at the beginning of the Articles of this Agreement are guides and labels to assist in locating and reading such Articles and, therefore, will be given no effect in construing this Agreement and shall not be restrictive of the subject matter of any article, section, or part of this Agreement. XVI. SUCCESSORS AND ASSIGNS This Agreement shall bind and benefit the respective parties and their legal successors, and shall not be assignable, in whole or in part, by any party hereto without first obtaining the written consent of the other party. Nothing herein shall be construed as creating any personal liability on the part of any officer or agency of the City, of the Zone or of the Authority. XVII. TERM AND TERMINATION, DISSOLUTION OF AUTHORITY A. In general. This Agreement shall become effective, and its initial term shall begin, on the date first set forth above, and end upon the later of (i) the date of completion of the Plan, or (ii) the date on which all Authority Obligations and Authority Bonds have been retired. 13 B. 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 duties under this Agreement as of the 60th day following the receipt by the defaulting party of a notice describing such default and intended termination, provided: (i) such termination shall be ineffective if within said 60 -day period the defaulting party cures the default, or (ii) such termination may be stayed, at the sole option of the party against whom the default has occurred, pending cure of the default. No termination of this Agreement will affect the obligation of the City and the Zone to pay an amount that will permit the Authority to pay its Bonds or Authority Obligations issued or incurred pursuant to and consistent with this Agreement prior to termination. C. Dissolution of Authority. The City agrees not to dissolve the Authority or the Zone unless it makes satisfactory arrangements to provide for the payments of the Authority's Bonds, or other Authority Obligations incurred upon the Authority's dissolution. XVIH. AMENDMENT OR MODIFICATIONS Except as otherwise provided in this Agreement, this Agreement shall be subject to change, amendment, or modification only by the mutual written consent of the parties hereto. IN TESTIMONY OF WHICH this instrument has been executed on behalf of the Authority, the Zone and the City effective as of the date first above written. CITY OF BAY�TOOWWi/N' MONTE MERCER City Manager ATTEST: GARY W. SMITH City Clerk 14 BAYTOWN DEVELOPMENT AUTHORITY DO MURRAY Chairman, Board of Directors ATTEST: 4 2= a VIN STRAUSSER Secretary, Board of Directors REINVESTMENT ZONE NUMBER ONE, CITY OF B�AY^TO- WN DONMURRAY Chairman, Board of Directors AT ST: STRAUSSER Secretary, Board of Directors rr.R1h28%TIRZaayTHUW ITri- PattyAg ementRe isedbyConsul=tGI 1019 15