Ordinance No. 11,736ORDINANCE NO. 11,736
AN ORDINANCE "JTY COUNCIL 0I' "1 "I CITY OFBAYTOWN,
TEXAS, AUTHORIZING 11IF" CITY MANMJ R TO I"XI-CLITI"," /\N[)'I'I-IE
CITY CLERK TO ATTEST TO AN INTFRI,OCAL AGREEMJ'�NTWITH "HIE,
BAYTOWN MUNICIflAl., DEVELOPMENT DISTRICT FOR FUNDING OF
IMPROVEMENTS AT THE WAYNE GRAY SPORTS COMPIA-'1X; MAKING
OTHF"R PROVISIONS REILATE-1) THERE'T(); AND PROVIDING FOR THE
EFFt,urm-' DATETHE.Rl"'01'.
BE IT ORDAINED BY Ti,iu' cri"Y COUNCIL OF THE CITY OF BAYTONAIN,
TEXAS:
Section 1: 'I'llat the City Council of the City of'Baytown, Texas, hereby authorizes
the City Manager to execute and the City Clerk to attest to an Interlocal Agreement with the
Baytown Municipal Development District for funding of Improvements at the Wayne Gray
Sports Complex. A copy of said agreement is attaclicd hereto as Exhibit "A," and incorporated
herein for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council ofthe City ot'Baytown.
INTRODUCED, READ and PASSED by the al1irmative vote is City Council ofthe
City of'Baytown this the 8"' day of'September, 2011.
LETICIA f.3RY(1�,1"Il,,Cii'�,QCJerk
APPROVED AS 'ITC) FORM:
ACID RAMIREZ, SR., Cit'y, ttorney
STEYI-IEN 11. DONCARLOS, Mayor
Cav Coun"A Ord m"ITKCS'2M 1 Sqi1embvi, duc
Qt
LETICIA f.3RY(1�,1"Il,,Cii'�,QCJerk
APPROVED AS 'ITC) FORM:
ACID RAMIREZ, SR., Cit'y, ttorney
STEYI-IEN 11. DONCARLOS, Mayor
Cav Coun"A Ord m"ITKCS'2M 1 Sqi1embvi, duc
Exhibit "A"
AGREEMENT FOR FUNDING OF
IMPROVEMENTS AT THE WAYNE GRAY SPORTS COMPLEX
STATE OF TEXAS
COUNTY OF HARRIS
This Agreement for Funding of Improvements at the Wayne Gray Sports Complex (the
"Agreement ") is made by and between the CITY OF BAYTOWN, a municipal corporation located in
Harris and Chambers Counties, Texas, (the "City ") and the BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT, created under Chapter 377 of the Texas Local Government Code, as amended, (the "Act')
and located in Harris County, Texas, (the "District'). For and in consideration of the mutual covenants
herein contained, it is agreed as follows:
Section 1. Representations and Warranties of District.
a) The District is engaged in an on -going effort to provide new resources to plan, acquire,
establish, develop, construct and/or renovate one or more development projects beneficial
to the District, which includes the incorporated limits of the City lying within Harris
County.
b) The District covenants that it shall actively work to productively coordinate its activities
with the City in an effort to reduce duplication of services.
c) The District represents and warrants that it has been properly created and is duly
authorized pursuant to the Act to enter into this Agreement.
Section 2. Description of Program.
The City, with the assistance of the District as herein specified, agrees to make improvements at
the Wayne Gray Sports Complex, including connecting trails, grading and drainage improvements,
practice softball/baseball backstops, parking improvements and storage facilities (the "Project ").
Section 3. Reports.
The City shall prepare and submit to the District within 120 days after the end of each fiscal year
during the term of this Agreement a verbal or brief written report describing the services performed by the
City pursuant to this contract during the previous year along with a summary of expenditures for the
previous fiscal year.
Section 4. Approvals.
The District understands, hereby directs and authorizes the City to make any Project clarifications
and/or modifications as may be necessary as determined by the City in its sole discretion.
Section 5. Funds to be provided by the District.
For and in consideration of the services to be provided by the City in furtherance of this
Agreement, the District shall tender funds to the City in an amount not to exceed ONE HUNDRED
TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($125,000.00). All payments required to be
made herein shall be payable on or before 30 days after the District receives an invoice therefor from the
City.
Agreement for Funding of
improvements to the N.C. Foote Park Basketball Court, Page I
Section 6. Term.
This Agreement shall be effective on October 1, 2011, and shall expire thirty (30) days after final
completion and acceptance of the Project by the City, unless sooner terminated by either party hereto
pursuant to the terms hereof.
Section 7. Termination for Cause.
A party may terminate its performance under this contract only upon default by the other party.
Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of
this Agreement required to be performed or observed by that party. Should such a default occur, the party
against whom the default has occurred shall have the right to terminate all or part of its obligations under
this contract as of the 30'h day following the receipt by the defaulting parry of a notice describing such
default and intended termination, provided: (l) such termination shall be ineffective if within said 30 -day
period the defaulting party cures or has commenced the cure of the default, or (2) such termination may
be stayed, at the sole option of the party against whom the default has occurred, pending cure of the
default.
Upon the termination of this Agreement, both parties shall be relieved of their respective
obligations herein stated, except for those referenced in Section 9 hereinbelow. This Agreement shall not
be subject to termination for convenience.
Section 8. Force Majeure.
Any prevention, delay, nonperformance, or stoppage due to any of the following causes shall
excuse nonperformance for the period of any such prevention, delay, nonperformance, or stoppage,
except the obligations imposed by this Agreement for the payment of funds allocated for the District's
programs. The causes referred to above are strikes, lockouts, labor disputes, failure of power, acts of
God, acts of public enemies of this State or of the United States, riots, insurrections, civil commotion,
inability to obtain labor or materials or reasonable substitutes for either, governmental restrictions or
regulations or controls, casualties or other causes beyond the reasonable control of the party obligated to
perform.
Section 9. Refund and Payment upon Termination.
Upon termination of this Agreement pursuant to Section 7 hereof due to an uncured default by the
City, the City hereby agrees to refund all unexpended, unappropriated monies previously paid by the
District to the City pursuant to this Agreement. If at the time of termination the District owes the City
monies, the District shall remit to the City the appropriate amount computed as of the effective date of the
termination.
Upon termination of this Agreement pursuant to Section 7 hereof due to an uncured default by the
District, the District hereby agrees to pay the total amount committed in Section 5 hereof on or before the
effective date of the termination.
Section 10. Parties in Interest.
This contract shall bind and benefit the City and the District and shall not bestow any rights upon
any third parties.
Section 11. Non - waiver.
Failure of either party hereto to insist on the strict performance of any of the agreements herein or
to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be
considered a waiver of the right to insist on and to enforce, by an appropriate remedy, strict compliance
with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future
default or failure of performance.
Agreement for Funding of
Improvements to the N.C. Foote Park Basketball Court, Page 2
Section 12. Compliance with Applicable Laws.
The parties hereto shall comply with all rules, regulations, and laws of the United States of
America, the State of Texas, and all laws, regulations, and ordinances of the City of Baytown as they now
exist or may hereafter be enacted or amended.
Section 13. Choice of Law; Venue.
This contract is subject to and shall be construed in accordance with the laws of the State of
Texas, the laws of the federal government of the United States of America and all rules and regulations of
any regulatory body or officer having jurisdiction. This contract is performable in Harris County, Texas.
Section 14. Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed delivered
when actually received or, if earlier, on the third day following deposit in a United States Postal Service
post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to
the respective other party at the address described below or at such other address as the receiving party
may have theretofore prescribed by notice to the sending party:
District
Baytown Municipal Development District
Attn: President, Board of Directors
P.O. Box 424
Baytown, Texas 77522 -0424
Fax: (281) 420 -6586
Ci1y
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, Texas 77522 -0424
Fax: (281) 420 -6586
Section 15. Audits.
The City and the District may, at any reasonable time, conduct or cause to be conducted an audit
of the other parties' records and financial transactions. The cost of said audit will be bome by the entity
requesting the audit. The City and the District shall make available all of its records in support of the
audit.
Section 16. Ambiguities.
In the event of any ambiguity in any of the terms of this contract, it shall not be construed for or
against any party hereto on the basis that such party did or did not author the same.
Section 17. Captions.
The captions of the sections and subsections, if any, of this Agreement are for convenience and
ease of reference only and do not define, limit, augment or describe the scope, content or intent of this
Agreement or of any part or parts of this Agreement.
Section 18. Entire Agreement.
This Agreement contains all the agreements of the parties relating to the subject matter hereof and
is the full and final expression of the agreement between the parties. Any oral representations or
modifications concerning this instrument are of no force or effect excepting a subsequent modification in
writing signed by all the parties hereto.
Agreement for Funding of
Improvements to the N.C. Foote Park Basketball Court, Page 3
Section 19. Assignment or Transfer of Rights or Obligations.
The City shall not sell, assign, or transfer any of its rights or obligations under this Agreement in
whole or in part without prior written consent of the District.
Section 20. Severability.
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall continue
in full force and effect.
Section 21. Authority.
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he /she represents.
IN WITNESS WHEREOF, the parties have made and executed this contract in multiple copies,
each of which shall be an original and effective on the I" day of October, 2011.
CITY OF BAYTOWN
ROBERT D. LEIPER
City Manager
ATTEST:
LETICIA BRYSCH
City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR.
City Attorney
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
STEPHEN H. DONCARLOS
President
ATTEST:
LETICIA BRYSCH
Assistant Secretary
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR.
General Counsel
VCabsrvl\legar.Kwtn\FitceCtty CounciWuninpal Dc%clopment Distna ContrrcW Cantracu 2011\ WayneGnysponsComp lcclmprovemenuConnutdoe
Agreement for Funding of
Improvements to the N.C. Foote Park Basketball Court, Page 4
AGREEMENT FOR FUNDING OF
IMPROVEMENTS AT THE WAYNE GRAY SPORTS COMPLEX
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement for Funding of Improvements at the Wayne Gray Sports Complex (the
"Agreement") is made by and between the CITY OF BAYTOWN, a municipal corporation located in
Harris and Chambers Counties,Texas, (the"City")and the BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT, created under Chapter 377 of the Texas Local Government Code, as amended, (the "Act")
and located in Harris County, Texas, (the "District"). For and in consideration of the mutual covenants
herein contained, it is agreed as follows:
Section 1. Representations and Warranties of District.
a) The District is engaged in an on-going effort to provide new resources to plan, acquire,
establish,develop, construct and/or renovate one or more development projects beneficial
to the District, which includes the incorporated limits of the City lying within Harris
County.
b) The District covenants that it shall actively work to productively coordinate its activities
with the City in an effort to reduce duplication of services.
c) The District represents and warrants that it has been properly created and is duly
authorized pursuant to the Act to enter into this Agreement.
Section 2. Description of Program.
The City, with the assistance of the District as herein specified, agrees to make improvements at
the Wayne Gray Sports Complex, including connecting trails, grading and drainage improvements,
practice softball/baseball backstops,parking improvements and storage facilities(the"Project").
Section 3. Reports.
The City shall prepare and submit to the District within 120 days after the end of each fiscal year
during the term of this Agreement a verbal or brief written report describing the services performed by the
City pursuant to this contract during the previous year along with a summary of expenditures for the
previous fiscal year.
Section 4. Approvals.
The District understands,hereby directs and authorizes the City to make any Project clarifications
and/or modifications as may be necessary as determined by the City in its sole discretion.
Section 5. Funds to be provided by the District.
For and in consideration of the services to be provided by the City in furtherance of this
Agreement, the District shall tender funds to the City in an amount not to exceed ONE HUNDRED
TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00). All payments required to be
made herein shall be payable on or before 30 days after the District receives an invoice therefor from the
City.
Agreement for Funding of
Improvements to the N.C.Foote Park Basketball Court,Page 1
Section 6. Term.
This Agreement shall be effective on October 1,2011, and shall expire thirty(30)days after final
completion and acceptance of the Project by the City, unless sooner terminated by either party hereto
pursuant to the terms hereof.
Section 7. Termination for Cause.
A party may terminate its performance under this contract only upon default by the other party.
Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of
this Agreement required to be performed or observed by that party. Should such a default occur,the party
against whom the default has occurred shall have the right to terminate all or part of its obligations under
this contract as of the 30th day following the receipt by the defaulting party of a notice describing such
default and intended termination, provided: (1)such termination shall be ineffective if within said 30-day
period the defaulting party cures or has commenced the cure of the default, or (2) such termination may
be stayed, at the sole option of the party against whom the default has occurred, pending cure of the
default.
Upon the termination of this Agreement, both parties shall be relieved of their respective
obligations herein stated, except for those referenced in Section 9 hereinbelow. This Agreement shall not
be subject to termination for convenience.
Section 8. Force Majeure.
Any prevention, delay, nonperformance, or stoppage due to any of the following causes shall
excuse nonperformance for the period of any such prevention, delay, nonperformance, or stoppage,
except the obligations imposed by this Agreement for the payment of funds allocated for the District's
programs. The causes referred to above are strikes, lockouts, labor disputes, failure of power, acts of
God, acts of public enemies of this State or of the United States, riots, insurrections, civil commotion,
inability to obtain labor or materials or reasonable substitutes for either, governmental restrictions or
regulations or controls, casualties or other causes beyond the reasonable control of the party obligated to
perform.
Section 9. Refund and Payment upon Termination.
Upon termination of this Agreement pursuant to Section 7 hereof due to an uncured default by the
City, the City hereby agrees to refund all unexpended, unappropriated monies previously paid by the
District to the City pursuant to this Agreement. If at the time of termination the District owes the City
monies,the District shall remit to the City the appropriate amount computed as of the effective date of the
termination.
Upon termination of this Agreement pursuant to Section 7 hereof due to an uncured default by the
District,the District hereby agrees to pay the total amount committed in Section 5 hereof on or before the
effective date of the termination.
Section 10. Parties in Interest.
This contract shall bind and benefit the City and the District and shall not bestow any rights upon
any third parties.
Section 11. Non-waiver.
Failure of either party hereto to insist on the strict performance of any of the agreements herein or
to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be
considered a waiver of the right to insist on and to enforce, by an appropriate remedy, strict compliance
with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future
default or failure of performance.
Agreement for Funding of
Improvements to the N.C.Foote Park Basketball Court,Page 2
Section 12. Compliance with Applicable Laws.
The parties hereto shall comply with all rules, regulations, and laws of the United States of
America,the State of Texas, and all laws,regulations, and ordinances of the City of Baytown as they now
exist or may hereafter be enacted or amended.
Section 13. Choice of Law; Venue.
This contract is subject to and shall be construed in accordance with the laws of the State of
Texas,the laws of the federal government of the United States of America and all rules and regulations of
any regulatory body or officer having jurisdiction. This contract is performable in Harris County,Texas.
Section 14. Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed delivered
when actually received or, if earlier, on the third day following deposit in a United States Postal Service
post office or receptacle with proper postage affixed(certified mail, return receipt requested)addressed to
the respective other party at the address described below or at such other address as the receiving party
may have theretofore prescribed by notice to the sending party:
District
Baytown Municipal Development District
Attn: President,Board of Directors
P.O.Box 424
Baytown,Texas 77522-0424
Fax: (281)420-6586
City
City of Baytown
Attn: City Manager
P.O.Box 424
Baytown,Texas 77522-0424
Fax: (281)420-6586
Section 15. Audits.
The City and the District may, at any reasonable time, conduct or cause to be conducted an audit
of the other parties' records and financial transactions. The cost of said audit will be borne by the entity
requesting the audit. The City and the District shall make available all of its records in support of the
audit.
Section 16. Ambiguities.
In the event of any ambiguity in any of the terms of this contract, it shall not be construed for or
against any party hereto on the basis that such party did or did not author the same.
Section 17. Captions.
The captions of the sections and subsections, if any, of this Agreement are for convenience and
ease of reference only and do not define, limit, augment or describe the scope, content or intent of this
Agreement or of any part or parts of this Agreement.
Section 18. Entire Agreement.
This Agreement contains all the agreements of the parties relating to the subject matter hereof and
is the full and final expression of the agreement between the parties. Any oral representations or
modifications concerning this instrument are of no force or effect excepting a subsequent modification in
writing signed by all the parties hereto.
Agreement for Funding of
Improvements to the N.C. Foote Park Basketball Court,Page 3
Section 19. Assignment or Transfer of Rights or Obligations.
The City shall not sell, assign, or transfer any of its rights or obligations under this Agreement in
whole or in part without prior written consent of the District.
Section 20. Severability.
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall continue
in full force and effect.
Section 21. Authority.
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties have made and executed this contract in multiple copies,
each of which shall be an original and effective on the 1st day of October, 2011.
CITY OF BAYTOWN BAYTO " MUNICIPAL
DEVE I MENT DISTRICT
BERT D. LEIPER ' `.'4 ;•/�Y '.• RLO`
CityM.; ' `., •—� .i
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L O j�o ;, R 'SCH .;j LETICIA : YSCH .
City '� i' ` st4 "1 Assistant Secretary
APPROV ®'AS TO FORM: APPROVED AS TO FORM:
1 ,
NACIO RAMIREZ, SR. / ' ACIO RAMIREZ, SR.
City Attorney General Counsel
\\Cobsrvl\legal\Karen\Files\City Council\Municipal Development District\Contracts\Contracts 2011\WayneGraySportsComplexlmprovementsContract.doc
Agreement for Funding of
Improvements to the N.C. Foote Park Basketball Court,Page 4