Ordinance No. 9,773 1110
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LONG-TERM MAINTENANCE AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This Long-Term Maintenance Agreement (this "Agreement") is made and entered into this
day of , 2004, by and between the CITY OF BAYTOWN, a home-rule municipality in
Harris and Chambers Counties, Texas, (hereinafter referred to as "City") and BAYTOWN EAST LITTLE
LEAGUE, INC., a Texas non-profit corporation (hereafter referred to as "League").
WITNESSETH:
In consideration of the mutual covenants, payments, responsibilities and duties herein contained,
the City and the League agree as follows:
1. CONTINGENCY.
This Agreement is expressly contingent upon both of the following:
➢ approval of this Agreement by the City Council of the City of Baytown; and
acquisition by the City of Baytown of the Property identified in Section 2 hereinbelow
Should these condition precedents not be satisfied, this Agreement shall be null and void and
neither the City nor the League shall have any obligation hereunder.
2. PROPERTY.
The City hereby grants to the League for the League's nonexclusive use certain portions of the real
property located adjacent to Ward Road in Baytown, Harris County, Texas, and the City
improvements located thereon and exclusive use of certain portions of the real property located
adjacent to Ward Road in Baytown, Harris County, Texas and the City improvements located
thereon (hereafter collectively referred to as "the Property") during the term of this Agreement.
The Property to be used by the League is more particularly described as follows:
TR 7B
(015*TR 14)(051*TR 57A)
ABST 118 W BRITTON, HARRIS COUNTY, TEXAS,
and
TR 7F
(015*TR 11)(051*TR 57A-1)
ABST 118 W BRITTON, HARRIS COUNTY, TEXAS.
That portion of the property of which the League has exclusive use is depicted in Exhibit "A" and
that portion of the Property of which the League has nonexclusive use is depicted in Exhibit "B."
Both Exhibits "A" and "B" are attached hereto and incorporated herein by this reference for all
intents and purposes.
EXHf 1T A
Long-term Maintenance Agreement, Page 1
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3. USE.
3.1 The League shall use the property only for youth baseball activities associated with the
League's express purpose. The use shall be only for the following specified purposes:
3.1.1 League games,
3.1.2 League practices,
3.1.3 League fund-raisers, and
3.1.4 League opening day ceremonies.
3.2 Any use of the Property not specified herein must be approved in writing by the City
Manager prior to such use. Failure to obtain such approval shall constitute an Event of
Default.
3.3 Any expansion or modification, other than routine maintenance, of the Property must be
approved in advance by the Parks and Recreation Advisory Board and the City Council in
writing. Any such expansion or modification shall become the property of the City upon
completion of the same and acceptance by the City Manager; however, the League shall
have the obligation to maintain the same throughout the term of this Agreement.
3.4 The City reserves the right to require the League to relocate its facilities for any reason at
any time. The League shall complete any relocation of its facilities within sixty (60) days
after written notice from the City. The relocation shall be at the League's sole cost and
expense. At no time shall the City be liable for such costs.
3.4.1 Failure to timely relocate the facilities shall constitute an Event of Default.
3.4.2 Additionally, the City shall have the right to remove those facilities not timely
removed by the League and assess the costs of the same plus an administrative fee
of 10% of such cost to the League. The League shall pay the costs and the fee
within sixty (60) days of receiving an invoice therefor. Failure to timely pay the
invoiced amount shall constitute an Event of Default.
3.5 All signage on the ball field fences must be banners no larger than 4 feet in height and 8
feet in width and may not be erected or constructed to heights exceeding 6 feet above the
ground level. No other signs shall be allowed. Any signs erected in accordance with this
section must be intended to be viewed only by those persons on the premises to view a
ballgame and must not be legibly visible to persons other than those located on the
premises to view a game. No signs facing away from the field which the fence surrounds
may be erected At the end of the season and in any event no later than August 315t of each
year, all signage must be removed from the fences and stored by the League. The League
must remove grass, vines and tree growth from the fence on a year-round basis.
4. TERM.
The term of this Agreement will be for twenty-five (25) years, and will commence upon the date of
full execution of this Agreement by both parties (hereafter referred to as "Commencement Date")
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and will terminate at 11:59 p.m. on the date being twenty-five (25) years from the Commencement
Date, unless sooner terminated as provided in this Agreement.
5. CONSIDERATION.
5.1 From and after the Commencement Date, the League shall be responsible for year-round
maintenance of the Property, including, but not limited to:
5.1.1 watering, mowing and trimming of the Property
5.1.2 maintaining all improvements, including, but not limited to
5.1.2.1 restroom facilities;
5.1.2.2 score boards, public announcement systems, press boxes, restrooms,
concession stands and fences;
5.1.2.3 bases for the baseball field; and
5.1.2.4 the Property.
5.2 Within three (3) years after the Commencement Date, the League shall have:
5.2.1 Performed fence and backstop repair and replacement according to the City's
specifications. Such repair and replacement shall include, but not be limited to:
5.2.1.1 Backstop must be 6 gauge knuckle knuckle,
5.2.1.2 All other fences must be 9 gauge knuckle knuckle,
5.2.1.3 Posts must be minimum 3" galvanized schedule 40,
5.2.1.4 Top rail must be a minimum of 1 5/8 ID galvanized schedule 40,
5.2.1.5 Backstops must have welded cross braces, not fitting in structure,
5.2.1.6 There must be steel fence ties, and
5.2.1.7 Fence must be located on the playing side of the post and top rail;
5.2.2 Brought the electrical facilities to meet all applicable codes of the City;
5.2.3 Brought the concession stand to meet all applicable codes of the City; and
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5.2.4 Brought the lighting equipment to meet all applicable codes of the City as well as
the standards for little leagues, which are currently 50 candlepower for infield and
30 candlepower for outfield for new construction.
5.3 In further consideration for the privilege of use of the Property during the term of this
Agreement, the League will be solely responsible for the inspection and maintenance of the
Property. The League will notify the Director of Parks and Recreation of any existing or
developing hazardous or dangerous condition on the Property and shall remedy it within
forty-eight (48) hours of finding such a condition and shall take all necessary precautions to
ensure the public will not be injured thereby.
5.4 The City reserves the right to remove, remedy or otherwise abate any condition on the
Property, which the City believes, in the sole discretion of the City Manager, is a safety
hazard or a nuisance. Additionally, the City may require the League to remove, remedy or
otherwise abate any such condition within forty-eight (48) hours. The removal, remedy
and/or abatement shall be at the League's sole cost and expense. At no time shall the City
be liable for such costs.
5.4.1 Failure of the League to remove, remedy or abate the condition identified shall
constitute an Event of Default.
5.4.2 Should the City remove, remedy or abate a hazardous or nuisance condition, the
League shall be responsible for all costs thereof plus an administrative fee of 10%
of such cost.
5.4.3 The League shall pay the costs and the fee within thirty (30) days of receiving an
invoice therefor. Failure to timely pay the invoiced amount shall constitute an
Event of Default.
5.5 In consideration for the privilege of use of the Property, the League specifically assumes
any and all liability that may arise due to any site or property defects or other defects
arising out of or relating to the Property. The League accepts the Property as is, in the
condition in which it is found. The City hereby disclaims, and the League hereby
accepts the City's disclaimer, of any warranty, express or implied, of the conditions
or fitness for use of any portions of the Property, including, but not limited to, use of
the Property for youth sports events or for uses incidental thereto.
5.6 The League agrees to pay all electrical costs associated with the installation, operation and
maintenance of the Property and improvements allowable pursuant to this Agreement.
6. STANDARDS.
6.1 The League may only use the Property for the purposes specified in Section 3 hereof.
6.2 The League's use of the Property shall not interfere with other permitted uses of the
Property by the City or others at any time during the term of this agreement. However, this
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section shall have no application to that portion of the Property for which the League has
exclusive use as depicted in Exhibit "B."
6.3 Landscaping on the Property will be provided by the League and maintained by the League
as directed by the City's Director of Parks and Recreation.
6.4 The League shall, at its expense, comply with all present and future federal, state, and local
laws, ordinances, rules and regulations including without limitation, laws and ordinances
relating to health, and other radiation and safety requirements in connection with the
Property.
6.5 The League will maintain the Property in a sanitary, safe and clean condition. The League
also agrees to clean all areas on the Property if and when the use of the Property results in
or creates the need for such cleaning. The League further agrees and covenants that the
Property and any and all improvements or removal of property shall at all times be subject
to inspection by the City. However, the City has no duty to inspect the Property.
6.6 The League will be solely responsible for and promptly pay all charges for electricity, and
telephone service, or any other utility used or consumed by the League for which the City
does not pay on the Property. If required by the City, the League will have a meter
installed at the Property for the League's utility use, and the cost of such meter and of
installation, maintenance, and repair thereof will be paid for by the League. The League
may install or improve existing utilities servicing the Facility to provide the greatest
possible protection from damage to persons and property after approval of the appropriate
City department. Should a phone be installed at the Property, the League shall provide the
phone number to the City Manager.
6.7 Any construction authorized by the Parks and Recreation Advisory Board and the City
Council pursuant to this Agreement shall be done according to plans developed by a
professional architect or engineer approved by the City if such construction requires a new
construction permit to be issued by the City or otherwise falls within the ambit of the
practice of architecture or engineering as determined by the City Manager. Any damage
done to the Property during installation and/or during operations shall be repaired or
replaced within five (5) days at the League's expense and to the City's sole satisfaction.
6.7.1 Prior to any such construction on the Property, the League will provide plans
depicting all construction to the City. The League shall provide the City with as-
built drawings of any improvement made to the Property, showing the actual
location of the same.
6.7.2 The League may update or replace the improvements on the Property from time to
time with the prior written approval of the Director of Parks and Recreation.
6.8 Storage of any equipment or items will be with written approval of the Director of Parks
and Recreation. The League will be fully responsible for loss or damage.
Lone-term Maintenance Agreement, Page 5
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6.9 All garbage, rubbish and trash shall be shall be hauled away from the Property in
compliance with all applicable laws, codes and ordinances.
6.10 At all times during the term hereof, the League shall provide a current set of keys for all
locks to lights, gates, and storage buildings on the premises, and will provide the Director
of the Parks and Recreation Department with any updates thereof.
6.11 All gates, doors and any security devices on that portion of the Property of which the
League has non-exclusive use shall be left in an open state, unless otherwise directed by the
City. All gates, doors and any security devices on that portion of the Property of which the
League has exclusive use shall not be left in an open, unattended state, unless otherwise
directed by the City; provided the League has tendered keys to any such gate, door and/or
security device.
6.12 The League shall be responsible for the safety and protection of all game officials, players,
coaches, spectators, and others on the Property.
6.13 The League will provide the City each year during the term of this Agreement with a
contact listing of the League's officers and/or board of director's to include a contact name,
phone number and address prior to beginning any play on the Property.
7. MAINTENANCE & ACCESS.
7.1 The League shall, at its own expense, maintain all improvements on or attached to the
Property in a safe condition, in good repair and in a manner suitable to the City so as not to
conflict with other uses of the Property authorized by the City.
7.2 The League shall have sole responsibility for the maintenance, repair, and security of the
Property, improvements thereon and any equipment authorized to be stored thereon in
writing by the Director of Parks and Recreation and shall keep the same in good repair and
condition during the term of this Agreement.
7.3 The League shall keep the Property free of debris and anything of a dangerous, noxious or
offensive nature or which would create a hazard or undue vibration, heat, noise or
interference.
7.4 Should the League timely comply with Section 5.2 hereof and should the City accept all
improvements required therein to be made, the City will be responsible for any major
fencing, electrical, and plumbing repairs, plus field light fixtures and aiming/adjusting and
replacement of ball field lamps. The League shall notify the City of any necessary repairs
for which the City has assumed maintenance as soon as possible, and shall provide the City
with access to any facilities to perform repairs in a timely manner.
8. COMPLIANCE WITH STATUTES, REGULATIONS AND APPROVALS.
The League's use of the Property is contingent upon its maintaining the Property in the manner
described herein so as to meet all applicable statutes, regulations, rules and ordinances.
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9. TERMINATION OR EXPIRATION.
9.1 The League shall pay the City a late payment charge equal to five percent (5%) for any
payment not paid when due. Interest on delinquent payments shall be accrued at one
percent (1%) per month until paid. It shall be a default if the League fails to pay any sums
to the City when due, and does not cure such default within ten (10) days; or if the League
fails in the performance of any other covenant or condition of this Agreement and does not
cure such other default within thirty (30) days after written notice from the City specifying
the default complained of; or if the League abandons or vacates the Property; or if the
League is adjudicated bankrupt or makes any assignment for the benefit of creditors; or if
the League becomes insolvent or the League reasonably believes itself to be insolvent; or if
the League attempts to assign or transfer this Agreement in whole or in part, or any interest
in this Agreement or any rights under this Agreement without the prior written consent of
the City, which consent may be withheld for any reason or no reason; of if an Event of
Default occurs; or if the League fails to comply with any provision in this Agreement.
9.2 In the event of a default, the City shall have the right, at its option, in addition to and not
exclusive of any other remedies the City may have by operation of the law or in accordance
with this Agreement, without any further demand or notice, to eject all persons and
equipment and removable items from the Property not desired by the City, and declare this
Agreement at an end, and in which event the League shall immediately pay the City a sum
of money equal to any amount necessary to compensate City for all damages caused by the
League's failure to perform its obligations under this Agreement, including attorneys fees
to enforce the terms and conditions of this Agreement. All equipment and removable
property shall be deemed abandoned if not removed prior to the termination date and the
City may use or dispose of the same at its discretion without liability.
9.3 This Agreement may be terminated by the City if the City decides, in its sole discretion and
for any reason, to redevelop the Property and/or sell the Property. The City will give notice
to the extent possible, but no less than sixty (60) days' notice to the League will be
provided unless an emergency condition exists as determined in the sole discretion of the
City Manager.
9.4 Upon termination or expiration of this Agreement for any reason, the League shall remove
its equipment and, personalty from the Property on or before the termination or expiration
date, and shall repair to the satisfaction of the City any damage to the Property caused by
such equipment, all at the League's sole cost and expense. In the event that the League's
equipment are not so removed to the satisfaction of the City, any such property or facilities
shall become the property of the City and the League shall have no further rights thereto.
Additionally, if the League fails to remove equipment from the Property, the City may do
so at the League's sole cost and expense. The City shall not be liable for the removal or for
any damage to the equipment which may be caused by such removal. Furthermore, any
and all damage to the Property, whether caused by removal or by the League's use of the
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Property shall be at the League's sole cost and expense and the City shall not be liable for
the same.
10. INDEMNIFICATION, RELEASE, AND INSURANCE.
10.1 Disclaimer of Liability.
The City shall not at any time be liable for injury or damage occurring to any person or
property from any cause whatsoever arising out of the League's construction, maintenance,
repair, use, operation, condition of the Property and/or any improvements thereon.
10.2 Assumption of Risk.
The League undertakes and assumes for its officers, agents, contractors and subcontractors
and employees (collectively "the League") for the purpose of this section), all risk of
dangerous conditions whether patent or latent, obvious or undiscoverable, and regardless of
whether the City should have known of such dangerous conditions, if any, on or about the
Property.
10.3 No Liens.
The League agrees that no claim or lien may be filed against the City's property for work,
labor, materials or supplies provided or supplied to the League, its contractors or
subcontractors concerning the installation, construction, operation, maintenance or use of
the Property or the improvements thereon. Should such claim or lien be filed, the League,
upon the written request of the City, shall cause such claim or lien covering the City's
property to be discharged or bonded within thirty(30) days following such request.
10.4 Contractors.
The League shall require of each and every one of its contractors and their subcontractors
to carry in full force and effect insurance coverages of the type and limits as required
hereinbelow should construction or other similar work be performed on the Property.
10.4.1 Coverages and Limits.
During the term of the Agreement, the League shall maintain or cause to be
maintained, in full force and effect and at its sole cost and expense, the following
types and limits of insurance:
a. Commercial General Liability(CGL)
General Aggregate: $1,000,000
Per Occurrence: $500,000
Fire Damage: $50,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
b. No coverage shall be excluded from standard policy without
notification of individual exclusions being attached for
review and acceptance.
b. Business Automobile Policy(BAP)
Combined Single Limits: $1,000,000
Coverage for"Any Auto."
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c. Workers' Compensation: Statutory Limits
Employer's Liability: $500,000
a. Waiver of Subrogation required
10.4.2 Insurance Certificates
Prior to any work being performed, the League and/or its contractors or
subcontractors shall file with the City valid Certificates of Insurance and
endorsements acceptable to the City.
10.4.3 Notice of Cancellation.
The certificates of insurance tendered pursuant to this Section 9 shall contain a
provision that coverage afforded under the policies will not be canceled,
suspended, voided, or reduced until at least thirty (30) days' prior written notice
has been given to the City via certified mail, return receipt requested.
10.4.4 General Requirements Applicable to All Policies.
a. AM Best Rating of A; VII or better.
b. Insurance carriers licensed and admitted to do business in State of Texas
will be accepted.
c. Liability policies will be on occurrence form.
d. The City, its officials and employees are to be added as Additional Insured
to liability policies.
e. Upon request of and without cost to City of Baytown, certified copies of all
insurance policies and/or certificates of insurance shall be furnished to City
of Baytown's representative. Certificates of insurance showing evidence of
insurance coverage shall be provided to City of Baytown's representative
prior to any work being performed at the site.
f. Upon request of and without cost to City of Baytown, loss runs (claims
listing) of any and/or all insurance coverage shall be furnished to City of
Baytown's representative.
10.4.5 Review of Limits.
Once during each calendar year during the term of this Agreement, the City may
review the insurance coverages required in this Section 10.4 and in Section 10.6. If
the City determines that higher limits of coverage are necessary to protect the
interests of the City or the Additional Insureds, the League shall be so notified and
shall obtain or require the additional limits of insurance, at its or its contractor's
sole cost and expense.
Long-term Maintenance Agreement,Page 9
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10.5 INDEMNIFICATION.
THE LEAGUE AGREES TO AND SHALL INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES,
CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY
KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY
TO OR DEATH OF ANY PERSON, OR FOR DAMAGE TO
ANY PROPERTY, ARISING OUT OF OR IN CONNECTION
WITH WORK DONE AND/OR THE SERVICES
PERFORMED BY THE LEAGUE PURSUANT TO THIS
AGREEMENT, THE CONDUCT OR MANAGEMENT OF
THE LEAGUE'S ACTIVITIES, OR FROM ANY ACT OR
OMISSION BY THE LEAGUE, ITS AGENTS, SERVANTS,
EMPLOYEES, SUBCONTRACTORS, GUESTS, OR
INVITEES, ON OR ABOUT THE PROPERTY SUBJECT TO
THIS AGREEMENT, WHERE SUCH INJURIES, DEATH OR
DAMAGES ARE CAUSED BY (I) THE JOINT NEGLIGENCE
OF THE CITY AND ANY OTHER PERSON OR ENTITY
AND/OR (II) THE SOLE OR JOINT NEGLIGENCE OF THE
LEAGUE, ITS OFFICERS, AGENTS, CONTRACTORS,
EMPLOYEES, INVITEES AND/OR GUESTS. IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO,
BOTH THE LEAGUE AND THE CITY, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY THE LEAGUE TO INDEMNIFY AND
PROTECT THE CITY FROM THE CONSEQUENCES OF (I)
THE CITY'S OWN NEGLIGENCE, WHERE THAT
NEGLIGENCE IS A CONCURRING CAUSE OF THE
RESULTING INJURY, DEATH OR DAMAGE AND/OR THE
(II) THE NEGLIGENCE OF THE LEAGUE, ITS OFFICERS,
AGENTS,, EMPLOYEES INVITEES AND/OR GUESTS.
FURTHERMORE, THE INDEMNITY PROVIDED FOR IN
THIS PARAGRAPH SHALL HAVE NO APPLICATION TO
THE CITY FOR ANY CLAIM, LOSS, DAMAGE, CAUSE OF
Long-term Maintenance Agreement, Page 10
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ACTION, SUIT AND LIABILITY WHERE THE INJURY,
DEATH OR DAMAGE RESULTS FROM THE SOLE
NEGLIGENCE OF THE CITY, UNMIXED WITH THE
FAULT OF ANY OTHER PERSON OR ENTITY.
In the event that any action or proceeding is brought against the City by reason of any
matter which the City is indemnified herein, the League further agrees and covenants to
defend the action or proceeding by legal counsel acceptable to the City. It is expressly
agreed and understood by the parties hereto that the indemnity provided in this section
shall survive the expiration or earlier termination of this Agreement.
10.6 RELEASE. The League assumes full responsibility for any work that it or its officers,
contractors, agents or volunteers performs on the Property as well as for the use of the
Property and hereby releases, relinquishes and discharges the City, its officers, agents, and
employees from all claims, demands, and causes of action of every kind and character,
including the cost of defense thereof, for any injury to or death of any person (whether they
be either of the parties hereto, their employees, or other third parties) and any loss of or
damage to property (whether the property be that of either of the parties hereto, their
employees, or other third parties) that is caused by or alleged to be caused by, arising out
of, or in connection with this Agreement. This release shall apply regardless of whether
said claims, demands, and causes of action are covered in whole or in part by insurance.
10.7 INSURANCE. Throughout the term of this Agreement, the League shall maintain
insurance coverage of the type and amount hereinafter indicated. The League shall provide
to the Direction of Parks and Recreation an insurance certificate evidencing the following
coverage through Little League Baseball, Incorporated, or through an underwriter endorsed
by Little League Baseball, Incorporated, in the minimum limit indicated hereinbelow:
a. General Liability(GL)
General Aggregate: $1,000,000
a. The City, its officials and employees are to be added as
Additional Insured to this general liability policy.
b. Accident Insurance
General Aggregate: $1,000,000
a. the League shall provide a waiver of subrogation in favor of the
City
11. ACCEPTANCE OF PROPERTY.
By taking possession of the Property, the League accepts the Property in the condition existing as
of the Commencement Date. The City makes no representation of warranty with respect to the
condition of the Property and the City shall not be liable for any latent or patent defect in the
Property.
Long-term Maintenance Agreement, Page 11
12. NOTICE. All notices or demands are deemed to have been given or made when delivered in
person or mailed by certified, registered, or express mail, return receipt requested, postage prepaid,
United States mail, and addressed to the applicable party as follows:
CITY: City of Baytown
Attention: City Manager
P.O. Box 424
Baytown, TX 77522
LEAGUE: Baytown East Little League, Inc.
Attention: Larry D. Fuller, Registered Agent
1500 N. 10th Street
Baytown, TX 77520
13. CONSTRUCTION.
Both parties have participated fully in the review and revision of this Agreement. Any rule of
construction to the effect that ambiguities are to be resolved against the drafting party shall not
apply to the interpretation of this Agreement.
14. ASSIGNMENT.
14.1 The League may not assign this Agreement or allow other users on the Property without the
prior written consent of the City.
14.2 Nothing in this Agreement shall preclude the City from entering into other Agreements for
others to use that portion of the Property of which the League has non-exclusive use. The
League shall continue to have the obligation to maintain the Property, unless the City
relieves the League of such obligation for a certain period of time in writing. Absent such
written documentation, the League shall maintain all portions of the Property.
15. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the parties, their respective
successors, personal representatives and assigns.
16. MISCELLANEOUS.
16.1 The City and the League represent that each, respectively, has full right, power, and
authority to execute this Agreement.
16.2 This Agreement constitutes the entire agreement and understanding of the parties and
supersedes all offers, negotiations, and other agreements of any kind. There are no
representations or understandings of any kind not set forth herein. Any modification of or
amendment to this Agreement must be in writing and executed by both parties.
Lone-term Maintenance Agreement,Page 12
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16.3 This Agreement does not establish any real property rights, franchises or other rights
whatsoever in real estate to the League. This Agreement provides limited rights to use and
limited rights for access to facilities subject to revocation upon the terms and conditions of
this Agreement.
16.4 This Agreement and the performance hereof shall be governed, interpreted, construed and
regulated by the laws of the State of Texas. Any litigation concerning this Agreement shall
be conducted in Harris County, Texas, and the parties hereby agree to the venue and
personal jurisdiction of these courts.
16.5 The City reserves the right to enter upon and have access to any portion of the Property at
any and all times on any matters.
16.6 One or more instances of forbearance by the City in the exercise of its rights herein shall in
no way constitute a waiver thereof.
16.7 By this Agreement, the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of this
Contract or any other contract or agreement, any charter, or applicable state law. Nothing
herein shall be construed so as to limit or waive the City's sovereign immunity.
16.8 No right or remedy granted herein or reserved to the City is exclusive of any other right or
remedy herein by law or equity provided or permitted, but each shall be cumulative of
every other right or remedy given hereunder. No covenant or condition of this Agreement
may be waived without consent of the City. Forbearance or indulgence by the City shall
not constitute a waiver of any covenant or condition to be performed pursuant to this
Agreement.
16.9 This Agreement is entered into subject to the Charter and ordinances of the City, as they
may be amended from time to time, and is subject to and is to be construed, governed and
enforced under all applicable State of Texas and Federal laws.
16.10 If any of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants
or conditions of this Agreement are for any reason held to be invalid, void or
unenforceable, the remainder of the terms, sections, subsections, sentences, clauses,
phrases, provisions, covenants or conditions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
16.11 This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit the League and the City only.
16.12 The article and section headings are used in this Agreement for convenience and reference
purposes only and are not intended to define, limit or describe the scope or intent of any
provision of this Agreement and shall have no meaning or effect upon its interpretation
Long-term Maintenance Agreement,Page 13
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EXECUTED on the date first written above.
BAYT T TTLE LEAGUE, INC
BY
Siz Yre/p
Pri}ftid a4mak—r(—Title /J / �i
ATTEST:
jj
Signature
� / ✓/1(e
Printedi Name
I` , ,, 1 l h 1) 6 I--
Title
CITY OF BAYTOWN, TEXAS
BY
GARY JACKSON, City Manager
ATTEST:
GARY W. SMITH, City Clerk
APPROVED AS TO FORM:
NACIO RAMIREZ, SR. *ty Attorney
F:\Karen\Files\Contracts\Little League Contracts\Long-term Maintenance\EastLittleLeagueLongTermMaintenance4WardRoadPropertyRevised020304C1ean.doc
Long-term Maintenance Agreement,Page 14
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