Ordinance No. 11,471ORDINANCE NO. 11,471
AN ORDINANC]", OFTIIF CITY COUNC1L (.)F "1'111; CITY 01'a BAYT(MN,
TE,XAS. AUTHORVINC, AND DI R f-'(."HN (I'll '1111" CITY MANAGER TO
I" PMEN'T,
,X[_,'CUTF AND CITY CH","IRK TO ATTEST TO A DEVELO
AC RI,"-11:MEN'I` )NITH REINVI"ISTMI"INT ZONE, NUMBER ON11, CITY OF
BAYTOWN. "1`1 -,XAS AND THF' BAYTOWN Rl'J)EVEL0PN4l..`N`I'
RNI NG THl. DESIGN AND INS TA LL ATION OF A 12-
INCH GRAVITY WAS TI WATFR CON V F' YA NCF' LINI" LINDE"R
INTEERSTATF 10 TO SANJACINT() 1301,11.1""VARD; AND PROVIDING l"OR
TI IEEFFECTIVI" II)A'1'1--"'I'l�,11 RI Ol,
BL' IT ORDAINED BY Tfif", CITY COUMIL OF THE CITFY CIF BAYTOWN,
'I'll"'XAS:
Section 1: That the, Cit), Council ol'the City ol* Baytown,Texas, hereby authorins
and directs the City Manager to ea ccute and the Cit), (..'Icrk tai attest to Developnient Agreenient
%%Tith Reinvestment Zone NUmber (1)nc, City cal' Ba)ytown,' Vex assand the Baylown Redevelopment
ALItho•ity concerning, the design and installation ol'a 12-inch gravity wastewater conve.yance line
Under him-state 10 to San Jacinto Boulevard. A copy ot'the Agreement is attached hercto as
Exhibit "A," and made as part hercot'l7o• all intents and purposes.
Section 2: iris orchmance shall take eft"ect immediately troni and alter its passage by
tile City Council of' [lie City of lbytmvll.
INTRODUCL.'D, RFA 1) and PASSFD by the afiirmafivc,,A,otc of the City Council cat, the
City cat' Baytown this the 14"' day o�'Octobcr, 2010.
APPROVEJ) AS 10 1�'ORNI:
ACIO RAMIRF4 SR., "it), Attorney
S'Yf,:I)l IE'N 14, DONCARLOS.
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Agreement "), dated
2010, is made by and between REINVESTMENT ZONE NUMBER ONE, CITY OF
BAYTOWN, TEXAS ( "Baytonon Zone "), a tax increment reinvestment zone created by
the City of Baytown, Texas (the "Cihj") pursuant to Chapter 311 of the Texas Tax Code,
as amended, acting by and through its governing body, the Board of Directors (the
"Zone Board "), BAYTOWN REDEVELOPMENT AUTHORITY ( "Bnytonon Authority "), a
local government corporation created and organized under the provisions of the Texas
Transportation Corporation Act, Chapter 431, Transportation Code, and authorized and
approved by the City under Resolution No. 1516 adopted on October 25, 2001, acting
by and through its governing body, the Board of Directors (the "Baytoam Board "), and
THE CITY OF BAYTOWN, TEXAS (the "City"), a Texas home -rule city.
RECITALS
WHEREAS, by Ordinances No. 9197 and 9275 and by Resolution 1516 the City
Council of the City created the Baytown Zone in the City pursuant to Chapter 311 of the
Texas Tax Code, as amended, and pursuant to a Preliminary Project Plan and
Preliminary Reinvestment Zone Financing Plan, and appointed its Board of Directors
( "TIRZ Ordinance "); and
WHEREAS, by Ordinance No. 9275, the City Council of the City enlarged the
Baytown Zone in the City pursuant to Chapter 311 of the Texas Tax Code, as amended,
and pursuant to a Preliminary Project Plan and Preliminary Reinvestment Zone
Financing Plan, and appointed its Board of Directors ( "TIRZ Ordinance "); and
WHEREAS, the Zone Board adopted a final Project Plan and Reinvestment Zone
Financing Plan (the "Project Plan ") and submitted the final Project Plan to the City
Council of the City for approval; and
WHEREAS, the City Council approved the final Project Plan by Ordinance No.
9290; and
WHEREAS, the City authorized the creation of the Baytown 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
neighboring areas as described in the TIRZ Ordinance; and
WHEREAS, the City, the Baytown Zone and the Baytown Authority have
entered into that certain Agreement dated November 24, 2001, and approved as
Ordinance No. 9271 (the 'Baytoton Agreement "), pursuant to which the City and the
Baytown Zone contracted with the Baytown Authority to administer the Baytown Zone
zvrsao
including, but not limited to, the power to engage in activities relating to the acquisition
and development of land, to construct and improve infrastructure in Baytown, to enter
into development agreements with Developer/ builders in Baytown, and to issue, sell or
deliver its bonds, notes or other obligations in accordance with the terms of the
Baytown Agreement upon the approval of the City Council of the City; and
WHEREAS, the Baytown Agreement further provides that the Baytown
Authority must obtain the prior approval of the City for any project approved in the
Baytown Zone's Project Plan that is constructed or caused to be constructed by the
Baytown Authority; and
WHEREAS, the Texas Tax Code provides that the Baytown Zone may enter into
agreements as the Zone Board considers necessary or convenient to implement the
Project Plan and achieve its purposes; and
WHEREAS, the Baytown Board and the Zone Board have determined that it is in
the best interest of the Baytown Zone and the Baytown Authority to contract with the
City to provide for the efficient and effective implementation of certain aspects of the
Project Plan; and
WHEREAS, the City desires to facilitate development in the Baytown Zone by
constructing wastewater improvements (the "Public huprovenrenls ") prior to the time
that the Baytown Authority can issue its bonds or incur other obligations to pay the
costs of the Public Improvements (as defined herein); and
WHEREAS, the City is willing to act as project manager for the Public
Improvements; NOW THEREFORE,
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations, and
benefits of this Agreement, the Baytown Zone, the Baytown Authority, and the City,
contract and agree as follows:
ARTICLE 1
GENERAL TERMS
1.1 Definitions. The terms "Agreement," "City," "Baylouln Agreennent, "
"Baytoitin Board," "Baytown Aulhorihj," "Baytown Zone," and "Zone Board" have the
above meanings, and the following terms have the following meanings:
"Act" shall mean the Tax Increment Financing Act, Chapter 311, Texas Tax Code,
as amended.
2VU) -2-
"Authority Bands" shall mean the Baytown Authority's tax increment revenue
bonds issued in one or more series pursuant to Section 6.1(F) of this Agreement.
"Available Tax lncrennent" shall mean funds in the Tax Increment Revenue Fund,
other than funds provided under the interlocal agreement between the Baytown Zone,
the City and Harris County.
"Baytounn" shall mean all of the property located within the boundaries of the
Baytown Zone.
"Cihj Advance" shall mean any funds advanced for eligible improvements by the
Cih► pursuant to Section 6.1 of this Agreement and shall include any interest payable
thereon as prescribed in this Agreement.
"Cwnpletionn" shall mean completion of construction of the Public Improvements
in accordance with the Plans and Specifications. Completion shall be approved by the
City and certified as to final completion by the City's engineer.
"Effective Date" means the effective date of this Agreement, being the date of this
Agreement written above.
"Parties" or "Party" shall mean the City, the Baytown Zone, and the Baytown
Authority.
"Plans and Specifications" shall mean the designs, plans and specifications for the
Public Improvements prepared or to be prepared by the City's engineer in accordance
with the Project Plan.
"Pledged Available Tax Incretntent" shall mean the Available Tax Increment not
otherwise payable by the Authority under another Development Agreement, regardless
of when such agreement is executed.
"Project Costs" shall mean the costs of the Public Improvement, including,
without limitation, all costs of design, engineering, materials, labor, construction, and
inspection, and all payments arising under any contracts entered into by the City
pursuant to this Agreement, all costs incurred in connection with obtaining
governmental approvals, certificates or permits (including any building permit fees)
required as a part of any contracts entered into in accordance with this Agreement and
all related legal fees incurred in connection therewith.
29n4D - 3 -
"Project Plan" means the Project Plan and Reinvestment Zone Financing Plan for
Reinvestment Zone Number One, City of Baytown, as approved by the City Council on
December 13, 2001, and as thereafter amended and approved by the City Council.
"Public huprovemeuts" shall have the meaning provided in Article 3 of this
Agreement.
"State" shall mean the State of Texas.
"Tax lncrewent Revenue Fund" shall mean the special fund established by the
Baytown Authority and funded with payments made by the City and any other
participating Taxing Units, pursuant to the Baytown Agreement.
"Taxing Unit" shall mean individually and collectively, the City and any other
taxing units participating in the Baytown Zone.
1.2 Singular and Plural. Words used herein in the singular, where the context
so permits, also include the plural and vice versa. The definitions of words in the
singular herein also apply to such words when used in the plural where the context so
permits and vice versa.
ARTICLE 2
REPRESENTATIONS
2.1 Representation of Baytown Authori . The Baytown Authority hereby
represents to the Parties that:
(A) The Baytown Authority is duly authorized, created and existing in
good standing under the laws of the State and is duly qualified and authorized to carry
on the governmental functions and operations as contemplated by this Agreement.
(B) The Baytown Authority has the power, authority and legal right to
enter into and perform this Agreement and the execution, delivery and performance
hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate
any applicable judgment, order, law or regulation, and (iii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest
upon any assets of the Baytown Authority under any agreement or instrument to which
the Baytown Authority is a party or by which the Baytown Authority or its assets may
be bound or affected.
(C) The Public Improvements and the Project Costs are components of
or are consistent with the Project Plan.
297. MO -4-
(D) This Agreement has been duly authorized, executed and delivered
by the Baytown Authority and, constitutes a legal, valid and binding obligation of the
Baytown Authority, enforceable in accordance with its terms except to the extent that (i)
the enforceability of such instruments may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws of general application in effect from time
to time relating to or affecting the enforcement of creditors' rights and (ii) certain
equitable remedies including specific performance may be unavailable.
(E) The execution, delivery and performance of this Agreement by the
Baytown Authority does not require the consent or approval of any person which has
not been obtained.
(I) The Baytown Authority has an exemption from the payment of
sales and use taxes pursuant to the statute under which the Baytown Authority was
created.
2.2 Representation of Baytown Zone. The Baytown Zone hereby represents to
the Parties that.
(A) The Baytown Zone is duly authorized, created and existing in good
standing under the laws of the State and is duly qualified and authorized to carry on
the governmental functions and operations as contemplated by this Agreement.
(B) The Baytown Zone has the power, authority and legal right to enter
into and perform this Agreement and the execution, delivery and performance hereof
(i) have been duly authorized, (ii) to the best of its knowledge, will not violate any
applicable judgment, order, law or regulation, and (iii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest
upon any assets of the Baytown Zone under any agreement or instrument to which the
Baytown Zone is a party or by which the Baytown Zone or its assets may be bound or
affected.
(C) The Public Improvements and the Project Costs are components of
or are consistent with the Project Plan.
(D) This Agreement has been duly authorized, executed and delivered
by the Baytown Zone and constitutes a legal, valid and binding obligation of the
Baytown Zone, enforceable in accordance with its terms except to the extent that (i) the
enforceability of such instruments may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws of general application in effect from time
to time relating to or affecting the enforcement of creditors' rights and (ii) certain
equitable remedies including specific performance may be unavailable.
Sao -5-
(E) The execution, delivery and performance of this Agreement by the
Baytown Zone does not require the consent or approval of any person which has not
been obtained.
2.3 Representation of the City. The City hereby represents to the Parties that:
(A) The City is a Texas home -rule City duly incorporated under the
laws of the State and is duly qualified and authorized to carry on the governmental
functions and operations as contemplated by this Agreement.
(B) The City has the power, authority and legal right to enter into and
perform this Agreement and the execution, delivery and performance hereof (i) have
been duly authorized, (ii) to the best of its knowledge, will not violate any applicable
judgment, order, law or regulation, and (iii) do not constitute a default under, or result
in the creation of, any lien, charge, encumbrance or security interest upon any assets of
the City under any agreement or instrument to which the City is a party or by which the
City or its assets may be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered
by the City and, constitutes a legal, valid and binding obligation of the City, enforceable
in accordance with its terms except to the extent that (i) the enforceability of such
instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws of general application in effect from time to time relating to or
affecting the enforcement of creditors' rights and (ii) certain equitable remedies
including specific performance may be unavailable.
(D) The execution, delivery and performance of this Agreement by the
City does not require the consent or approval of any person which has not been
obtained.
(E) The City has an exemption from the payment of sales and use taxes
pursuant to the statute under which the City was created.
297M - 6 -
ARTICLE 3
THE PUBLIC IMPROVEMENTS
3.1 Public Improvements. The Public Improvements shall be design,
construction and installation of an approximately 800 foot long, 12 -inch gravity
wastewater conveyance line under Interstate 10 to San Jacinto Boulevard, and related
appurtenances to facilitate development within the Baytown Zone, such infrastructure
being more particularly described in the Plans and Specifications (the "Public
huprovetuents ").
3.2 Project Costs. The estimated Project Costs of the Public Improvements is
$500,000. The Public Improvements will be developed pursuant to the Plans and
Specifications as soon as practicable following the effective date of this Agreement. The
Project Costs may be modified with written approval of the Parties.
3.3 Obligation. The Public Improvements shall be designed, acquired,
constructed and implemented in accordance with the Plans and Specifications.
ARTICLE 4
DESIGN AND CONSTRUCTION
4.1 Construction Manager. Subject to receipt of the City Advance from the
Baytown Municipal Development District pursuant to its funding agreement with the
City, the City agrees to cause to be designed and constructed the Public Improvements
and to provide and furnish, or cause to be provided and furnished, all materials and
services as and when required in connection with the construction of the Public
Improvements. The City will obtain all necessary permits and approvals from all other
governmental officials and agencies having jurisdiction, provide supervision of all
phases of construction of the Public Improvements, provide periodic reports as
requested and required by the Baytown Authority of such construction to the Baytown
Authority, and cause the construction to be performed in accordance with the Plans and
Specifications.
4.2 Design of the Public Improvements. The City shall prepare or cause to be
prepared the Plans and Specifications for the Public Improvements.
4.3 Accounting Upon Completion. Within 90 days after the final completion
of the construction of the Public Improvements and acceptance of the same by the City
Council of the City of Baytown, the City shall provide the Parties with a final cost
summary of all costs associated with the Public Improvements.
z 9 7 W - 7 -
4.4 Cooperation. The Parties agree that they will cooperate with each other
and provide all necessary information to the Baytown Authority and its consultants in
order to assist the Baytown Authority in complying with the Baytown Agreement,
including, without limitation, the completion of the audit and construction audit
required therein.
ARTICLE 5
DUTIES AND RESPONSIBILITIES OF THE BAYTOWN AUTHORITY
5.1 Baytown Authority Contributions. The Baytown Authority shall pay or
reimburse to the City the Project Costs in the amount of the actual costs of the Public
Improvements as more particularly described in and as provided by Articles 3 and 4.
The total, actual Project Costs of the Public Improvements, for which the Baytown
Authority shall be responsible under the terms of this Agreement, is estimated to be
$500,000. Attached hereto as Exhibit A is a description of the engineering estimates of
the Public Improvements. The Project Costs shall be financed and funded in accordance
with Article 6 hereof. In the event a portion of the Public Improvements is determined
to be ineligible under the Act, the Project Costs shall be reduced by the amount of such
ineligible Public Improvements. If the Baytown Authority has already repaid the City
for such ineligible Public Improvements in accordance with this Agreement, the Parties
agree that the City shall reimburse the Baytown Authority for such repayment within
30 days of receipt of an invoice from the Baytown Authority and all such sums shall
bear interest at the rate established in section 6.1(D) from the date past due until the
date of such reimbursement. Should the City fail to timely pay such amount, the
Baytown Authority may, in its sole discretion, withhold the amount due, including
accrued interest, from future payments.
5.2 Project Costs. The Baytown Authority shall reimburse the entire Project
Costs in accordance with this Agreement, up to the amount of the City Advance.
ARTICLE 6
PUBLIC IMPROVEMENTS FINANCING AND FUNDING
6.1 City Advance.
(A) After completion of the Public Improvements, the Baytown
Authority, at its expense, shall hire a certified public accountant to calculate the amount
due the City and shall prepare and submit a report to the Baytown Board and send a
copy to the City Manager. Interest (as defined in Subsection 6.1(D)) on the City
Advance made pursuant to this Subsection shall accrue from the date the City Advance
until two years after the completion of the Public Improvements; provided that, in any
event, interest shall accrue for no more than three and one -half years. At such time as
funds are available to pay all or any portion of the City Advance made hereunder, the
297Mw -8-
Baytown Authority, at its expense, shall hire a certified public accountant to calculate
the amount due the City and shall prepare and submit a report to the Baytown Board
and send a copy to the City Manager certifying (1) the amount due the City for the City
Advance being repaid with interest calculated thereon as specified herein and (2) that
funds are available to make such payment. Upon receipt of such report, the Baytown
Board shall promptly authorize and make payment to the City.
(B) If, upon Completion of the Public Improvements, as described in
Section 43 of this Agreement, the Baytown Authority does not have sufficient funds to
reimburse to the City the unpaid balance of the Project Costs, the City shall be deemed
to have advanced to the Baytown Authority an amount equal to the difference between
(i) the amount of the Project Costs which has been previously paid by the Baytown
Authority to the City and (ii) the final cost of the Public Improvements as evidenced by
documentation approved by the Baytown Board in accordance with Section 4.3.
(C) The Baytown Authority shall begin repaying the City Advance, and
shall continue such repayment until repaid in full, on the earliest date that funds are
available from any of the following sources:
(1) proceeds from the sale of applicable Baytown Authority
Bonds; or
(2) the available Pledged Available Tax Increment Fund.
(D) Interest on the City Advance shall accrue at the prime rate of
]PMorgan Chase Bank, National Association. Interest shall be calculated on the basis of
a year of 360 days and the actual days elapsed (including the first day but excluding the
last day) occurring in the period for which such interest is payable, unless such
calculation would result in a usurious rate, in which case interest shall be calculated on
the per annum basis of a year of 365 or 366 days, as applicable, and the actual days
elapsed (including the first day but excluding the last day). In no case shall the interest
rate exceed one percent per month.
(E) The Baytown Authority's obligation to pay a City Advance is
limited to the City's Pledged Available Tax Increment. The rights of the City in and to
its Pledged Available Tax Increment granted herein are subject only to (i) the rights of
any holders of bonds, notes or other obligations that have been heretofore or are
hereafter issued by the City or any other participating taxing unit that are payable from
and secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of
the City or any other participating taxing unit, (ii) the rights of any of the holders of
bonds and notes that are hereafter issued or incurred by the Baytown Authority and
which are secured by a pledge of the Pledged Available Tax Increment Fund the
proceeds of which are used to fully pay the Project Costs, including all City Advance
29MO -9-
and accrued interest thereon as set forth in this Agreement, and (iii) the rights of any of
the holders of notes that are hereafter issued or incurred by the Baytown Authority,
which are secured by a pledge, all or a part, of the Pledged Available Tax Increment
Fund, the proceeds of which are used solely to fund the annual operating and
administration budget of the Baytown Authority approved by the Baytown Board and
the City Council of the City. Except in the event that sufficient tax increment increase
does not occur within the term of the Baytown Zone to generate sufficient revenue to
repay the City Advance, it shall be the obligation of the Baytown Authority to repay the
City Advance and accrued interest thereon as set forth in this Agreement from the
City's Pledged Available Tax Increment until such time as the City Advance and
accrued interest thereof incurred pursuant to this Agreement, have been fully repaid or
provision for payment thereon to the City shall have been made in accordance with
their terms. The City Advance constitute a special obligation of the Baytown Authority
payable solely from the Pledged Available Tax Increment as and to the extent provided
in this Agreement. The City Advance does not give rise to a charge against the general
credit or taxing powers of the Baytown Authority, the Baytown Zone, the City, Harris
County, or any other Taxing Unit and is not payable except as provided in this
Agreement. The City, its successors and assigns, shall not have the right to demand
payment thereof out of any funds of the Baytown Authority other than the Pledged
Available Tax Increment or sources described in Section 6.1(C).
(F) The Baytown Authority will evaluate and consider bond issues to
reimburse the City upon the following circumstances:
1) Projected incremental revenue generates 1.25 times coverage for the bonds
over projected annual debt service;
2) Projected incremental revenue will be calculated by multiplying estimated
or certified incremental value from the appraisal district by the participant(s) tax rate(s)
divided by 100 times one minus a reasonable historical tax collection factor times one
minus the City set aside percentage;
3) A reserve fund equal to maximum annual debt service must be funded
from the bond proceeds;
4) Adequate cash or capitalized interest must be set aside to assure payment
of the bonds through the date of the next increment payment; or
5) The minimum bond size will be that size that after funding the Reserve
Fund, any capitalized interest and any costs of issuance will allow for a reimbursement
to developers and the City when acting in such capacity of at least $1.5 million, plus
developer interest.
(G) The Baytown Authority shall not issue obligations in accordance
with this Article unless the resulting debt service requirements on all Baytown Zone
obligations may be paid in full when due from all money then on deposit in or
297MO -10-
thereafter required to be deposited to the Tax Increment Revenue Fund during the term
of such Baytown Zone obligations, assuming that (a) the rates at which property taxes
are levied by all taxing units required to make deposits to the Tax Increment Revenue
Fund do not change from the rates at which they most recently levied property taxes,
(b) the assessed value of taxable property (net of exemptions) within the Baytown Zone
does not change from the amount then most recently estimated or certified by the
Harris County Appraisal District, (c) all amounts deposited (or required to be
deposited) to the Tax Increment Revenue Fund bear interest at the City's investment
rate until expended, (d) proceeds of such obligations are deposited to and set aside as
capitalized interest in the amount approved by the City Manager, and (e) the Tax
Increment Revenue Fund is expended in each year to pay administrative expenses of
the Baytown Zone in an amount equal to the product of (i) the total amount of such
expenses budgeted in the Baytown Zones most recent operating budget and (ii) a
fraction, the numerator of which is the current Pledged Available Tax Increment and
the denominator of which is the total current Tax Increment.
(H) The Baytown Authority shall provide to the City, upon the written
request of the City, all information in its possession relevant to the computation of the
funds for payment of the Project Costs under this Section.
(1) The Baytown Zone and the Baytown Authority shall endeavor to
cause each Taxing Unit to collect all ad valorem taxes due on property located within
the Baytown Zone and shall endeavor to cause such Taxing Units to deposit all tax
increments due with the City for transfer to the Tax Increment Revenue Fund pursuant
to the Baytown Agreement.
ARTICLE 7
[RESERVED]
ARTICLE 8
DEFAULT
If a Party does not perform its obligations hereunder in compliance with this
Agreement in all material respects, in addition to the other rights given the City under
this Agreement, the other Parties may enforce specific performance of this Agreement
for any such default if such default is not cured or is not commenced and diligently
pursued within 90 days after receipt by the non - performing Party of a written notice
detailing the event of default. Failure of a project to generate sufficient tax increment
increase to repay City Advance is not a default on the part of the Baytown Authority or
the Baytown Zone.
ARTICLE 9
297MO -1Z
GENERAL
9.1 Inspections, Audits. The City shall allow the other Parties access to
documents and records in the City's possession, custody or control that the other
Parties deem necessary to assist them in determining the City' compliance with this
Agreement.
9.2 Cily Operations and Employees. No personnel supplied or used by the
City in the performance of this Agreement shall be deemed employees, agents or
contractors of the other Parties for any purpose whatsoever. The City shall be solely
responsible for the compensation of all such personnel, for withholding of income,
social security and other payroll taxes and for the coverage of all workers compensation
benefits. Under no circumstance shall the other Parties be deemed responsible for
compensation of the above.
9.3 Personal Liability of Public Officials. To the extent not limited by State
law, no director, officer, employee or agent of the City, the Baytown Zone or the
Baytown Authority shall be personally responsible for any liability arising under or
growing out of this Agreement.
9.4 Notices. Any notice sent under this Agreement (except as otherwise
expressly required) shalt be written and mailed via certified mail, return receipt
requested, or sent by electronic or facsimile transmission confirmed by mailing written
confirmation via certified mail, return receipt requested 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:
CITY
City Manager
City of Baytown
P. O. Box 424
Baytown, Texas 77522 -0424
FAX: 281 420 -5891
with a copy to:
City Attorney
City of Baytown
P. O. Box 424
Baytown, Texas 77522 -0424
FAX: 281 -420 -5891
29MO -12-
BAYTOWN ZONE
Reinvestment Zone Number One, City of Baytown,
c/o Hawes Hill Calderon L.L.C.
10103 Fondren Road Suite 300
Houston, Texas 770%
Attn: David Hawes
FAX: (713) 541 -0996
BAYTOWN AUTHORITY
Baytown Redevelopment Authority
c/o Hawes Hill Calderon L.L.P.
10103 Fondren Road Suite 300
Houston, Texas 77096
Attn: David Hawes
FAX: (713) 541 -0996
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 other Parties, as the case may
be.
9.5 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if such amendment or waiver is in writing and is signed by the
Parties. No course of dealing on the part of the Parties, nor any failure or delay by the
Parties with respect to exercising any right, power or privilege of the Parties under this
Agreement shall operate as a waiver thereof, except as otherwise provided in this
Section.
9.6 Successors and Assigns. All covenants and agreements contained by or
on behalf of the Baytown Authority or the Baytown Zone in this Agreement shall bind
their successors and assigns and shall inure to the benefit of the City and their
successors and assigns. Except as provided above, this Agreement may not be assigned
without the written permission of the other Parties.
9.7 Exhibits; Titles of Articles, Sections and Subsections. The exhibits attached
to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any conflict
between any of the provisions of such exhibits and the provisions of this Agreement,
the provisions of this Agreement shall prevail. All titles or headings are only for the
convenience of the parties and shall not be construed to have any effect or meaning as
29MO -13-
9.17 Term. This Agreement shall be in force and effect from the Effective Date
for a term expiring on the later of (i) December 31 in the year following Completion of
the Public Improvements, as described in Section 4.3 of this Agreement, or (ii) the date
the City Advance has been repaid in full.
9.18 Approval by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by any of the parties, the parties agree that
such approval or consent shall not be unreasonably withheld or delayed.
9.19 Additional Actions. The parties agree to take such actions, including the
execution and delivery of such documents, instruments, petitions and certifications as
may be necessary or appropriate, from time to time, to carry out the terms, provisions
and intent of this Agreement and to aid and assist each other in carrying out said terms,
provisions and intent.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed yfof the Effective Date.
CITY OF BAYTOWN. TEXAS
0
APPROVED
By
N : I nacio Ramirez Sr
Title: City Attorney
REINVES ENT Z NUMBER ONE, CITY OF BAYTOWN
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Name: T r
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BAYTO AUTHORITY
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10A ,III T H
The Public Improvements
Wastewter improvements, including the design, construction and installation of an
approximately 800 foot long, 12 -inch gravity wastewater conveyance line under
Interstate 10 to San Jacinto Boulevard, and related appurtenances to facilitate
development within the Baytown Zone, such infrastructure
Estimated Reimbursable Costs: $500,000
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